<PAGE>

                                                                     Exhibit 4.2

                         AMERICAN SEAFOODS HOLDINGS LLC

            SENIOR SUBORDINATED PROMISSORY NOTE DUE JANUARY 28, 2010

$45,000,000.00                                                New York, New York
                                                                January 28, 2000

          FOR VALUE RECEIVED, AMERICAN SEAFOODS HOLDINGS LLC, a Delaware limited
liability company ("Maker"), promises to pay to NORWAY SEAFOODS ASA ("Norway" or
"Payee") or its registered assigns, in the manner and at the place hereinafter
provided, on January 28, 2010, the principal sum of (x) FORTY-FIVE MILLION AND
NO/100 DOLLARS ($45,000,000.00) plus (y) the aggregate amount of any Additional
Principal (as defined below) with respect to this Note.

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

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

<PAGE>

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

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

SECTION 1. PAYMENTS

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

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

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

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

SECTION 2. PREPAYMENTS

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

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

                                       2

<PAGE>

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

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

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

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

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

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

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

SECTION 3. REPRESENTATIONS AND WARRANTIES

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

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

                                         3

<PAGE>

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

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

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

SECTION 4. COVENANTS

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

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

                                       4

<PAGE>

          In addition, after any Public Equity Offering, for so long as this
Note is outstanding, Maker will furnish to Holders (i) all quarterly and annual
financial information that is required to be contained in a filing by Maker with
the SEC on Forms l0-Q and l0-K including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" that describes the financial
condition and results of operations of Maker and its Subsidiaries and, with
respect to the annual information only, a report thereon by Maker's certified
independent accountants and (ii) all current reports that are required to be
filed by Maker and its Subsidiaries with the SEC.

     B.   Board Observed Rights.
          ----------------------

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

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

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

                                       5

<PAGE>

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

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

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

     4.2  Taxes.
          ------

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

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

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

                                       6

<PAGE>

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

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

                                       7

<PAGE>

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

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

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

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

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

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

                                       8

<PAGE>

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

          Maker will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends
or make any other distributions on its Capital Stock to Maker or any Subsidiary
of Maker, or with respect to any other interest or participation in, or measured
by, its profits, or pay any indebtedness owed to Maker or any Subsidiary of
Maker; (ii) make loans or advances to Maker or any Subsidiary of Maker; or (iii)
transfer any of its properties or assets to Maker or any Subsidiary of Maker,
except for such encumbrances or restrictions existing under or by reason of: (a)
Existing Indebtedness and the Senior Bank Credit Agreement, in each case as in
effect on the Initial Issuance Date; (b) the Notes and the ASCAC Notes; (c)
applicable law; (d) any instrument governing Indebtedness or Capital Stock of a
Person acquired by Maker or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired; (e) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices and other
agreements or instruments arising or agreed to in the ordinary course of
business that restrict in a customary manner the subletting, assignment or
transfer of any property or asset subject to a lease, license, conveyance or
other contract; (f) purchase money obligations for property acquired in the
ordinary course of business that impose restrictions on the property so acquired
of the nature described in clause (iii) of this paragraph; (g) any agreement for
the sale or other disposition of a Subsidiary or assets of a Subsidiary that
restricts distributions by such Subsidiary pending its sale or other
disposition, and any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of Maker or any Subsidiary of
Maker entered into in compliance with the provisions of the Notes; (h) other
Indebtedness permitted to be incurred subsequent to the Initial Issuance Date
pursuant to the provisions of Section 4.5, provided that such restrictions are
                                           --------
no more restrictive than those contained in the Senior Bank Credit Agreement;
(i) Liens securing Indebtedness otherwise permitted to be incurred pursuant to
Section 4.8 that limit the right of Maker or any of its Subsidiaries to dispose
of the assets subject to such Lien; (j) restrictions on cash or other deposits
or net worth imposed by customers under contracts entered into in the ordinary
course of business; (k) provisions in agreements or instruments which prohibit
the payment of dividends or the making of other distributions with respect to
any Capital Stock of a Person other than on a pro rata basis; and (1) any
encumbrances or restrictions imposed by any amendments, supplements,
modifications, restatements, renewals, increases, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in the
preceding clauses (a) through (k), provided that such contracts, instruments and
                                   --------
obligations, after giving effect to such amendments, supplements, modifications,
restatements, renewals, increases, refundings, replacements or refinancings, are
no more restrictive with respect to such dividend and other payment
restrictions, taken as a whole, than prior to such amendments, supplements,
modifications, restatements, renewals, increases, refundings, replacements or
refinancings.

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

          Maker will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly

                                       9

<PAGE>

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

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

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

          (iii) the incurrence by Maker of Indebtedness represented by the
     Notes, the incurrence by ASCAC of Indebtedness represented by the ASCAC
     Notes (including without limitation any additions to the principal amount
     of the ASCAC Notes pursuant to the terms thereof), and the incurrence by
     Maker of Indebtedness represented by the Subordinate Guaranty;

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

          (v) the incurrence by Maker or any of its Wholly Owned Subsidiaries of
     intercompany Indebtedness between or among Maker and any of its Wholly
     Owned Subsidiaries or Indebtedness of Maker to any Subsidiary that is not a
     Wholly Owned

                                       10

<PAGE>

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

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

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

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

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

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

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

          (xii) Indebtedness consisting of indemnification obligations, purchase
     price adjustment obligations or earn out or other similar obligations, in
     each case incurred or

                                       11

<PAGE>

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

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

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

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

          Maker will not, and will not permit any of its Subsidiaries to,
consummate an Asset Sale unless (i) Maker (or the 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 or sold or otherwise
disposed of (as determined in good faith by Maker's Board of Directors); (ii) at
least 75% of the consideration therefor received by Maker or such Subsidiary is
in the form of cash or Cash Equivalents; provided that the amount of (a) any
                                         --------
liabilities (as shown on Maker's or such Subsidiary's most recent balance sheet)
of Maker or any such Subsidiary

                                       12

<PAGE>

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

                                       13

<PAGE>

Maker shall execute and deliver to each Holder which validly tendered Notes in
connection with such Asset Sale Offer a new promissory note (identical in all
respects to the Note tendered by such Holder except for the date of issuance
and the principal amount thereof) equal in principal amount to any unpaid
portion of such tendered Note, if any. Notwithstanding anything herein to the
contrary, (A) if any Holder tenders all or any portion of the Notes pursuant to
an Asset Sale Offer, such Holder shall also tender, in accordance with the
provisions of Section 4.6 of the ASCAC Notes, a ratable portion of the ASCAC
Notes pursuant to the Asset Sale Offer (under and as defined in the ASCAC Notes)
which relates to the same Excess Proceeds, and (B) if ASCAC is required under
the first paragraph (excluding the ultimate sentence) of section 4.6 of the
ASCAC Notes to apply any portion of such Excess Proceeds to prepay Indebtedness
under the ASCAC Notes, then the aggregate amount of such Excess Proceeds which
are required to be applied to prepay the Notes pursuant to the preceding
sentences of this Section 4.6 may be reduced by Maker in its sole discretion, so
long as Excess Proceeds in an amount equal to the amount of such reduction are
concurrently applied to prepay the ASCAC Notes pursuant to Section 4.6 of the
ASCAC Notes.

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

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

     A. Maker will not, and will not permit any of its Subsidiaries to, directly
or indirectly, enter into, renew, extend or permit to occur any transaction,
series of related transactions or arrangement (including without limitation the
purchase, sale, lease or exchange of any property or assets or the rendering of
any service) with, or for the benefit of, any of its Affiliates involving
aggregate consideration in excess of $250,000 (an "Affiliate Transaction"),
other than (x) Affiliate Transactions permitted under Section 4.7B below and (y)
Affiliate Transactions on terms no less favorable than those that might
reasonably have been obtained in a comparable transaction at such time on an
arm's length basis from a Person that is not an Affiliate of Maker; provided
that if such Affiliate Transaction involves aggregate payments by Maker and its
Subsidiaries in excess of $1,000,000, Maker shall deliver to Holders either (x)
an Officer's Certificate certifying that such transaction complies with the
foregoing provisions and has been approved by a majority of the Board of
Directors of Maker or (y) an opinion as to the fairness of such Affiliate
Transaction to Maker and its Subsidiaries from a financial point of view, issued
by an accounting, appraisal or investment banking firm of national standing.

     B. The foregoing restrictions shall not apply to (i) reasonable
compensation (including but not limited to compensation in the form of equity or
option issuances) paid to

                                       14

<PAGE>

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

     4.8  Liens.
          ------

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

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

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

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

          Maker will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence as a corporation,
limited liability company or partnership, as the case may be, and all rights,
licenses and franchises material to its and each of its Subsidiaries'
businesses; provided, however, that neither Maker nor any of its Subsidiaries
            --------  -------
shall be required to preserve any such right, license or franchise if the Board
of Directors of Maker or such Subsidiary shall determine that the preservation
thereof is no longer desirable in the conduct of the business of Maker or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to Maker, such Subsidiary or Holders; and provided
                                                                  --------
further, that nothing in this Section shall prohibit any transaction permitted
-------
under Section 4.13 or under Section 4.13 of the ASCAC Notes.

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

     A. Upon the occurrence of a Change of Control, Holders will have the right
to require Maker to redeem all or any portion (equal to $1,000 or an integral
multiple thereof) of the Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in

                                       15

<PAGE>

cash (the "Change of Control Payment") equal to 100% of the aggregate principal
amount of the Notes redeemed plus accrued and unpaid interest thereon, if any,
to the date of redemption. Within 30 days following any Change of Control, Maker
will mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to redeem the Notes on the
date specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required hereby and
described in such notice.

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

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

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

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

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

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

                                       16

<PAGE>

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

          Maker will not consolidate or merge with or into (whether or not Maker
is the surviving Person), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more
related transactions, to another corporation, Person or entity unless (i) Maker
is the surviving Person or the Person formed by or surviving any such
consolidation or merger (if other than Maker) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a
corporation, limited liability company or partnership organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the Person formed by or surviving any such consolidation or
merger (if other than Maker) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes
all the obligations of Maker under the Notes; (iii) immediately after such
transaction no Default or Event of Default exists; and (iv) immediately after
such transaction on a pro forma basis, Maker or the resulting surviving or
transferee Person could incur at least $1.00 of Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.5.

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

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

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

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

                                       17

<PAGE>

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

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

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

     C. Notwithstanding anything to the contrary contained in the Notes or the
Security Documents, (i) Maker shall not be required under this Section 4.16 to
grant to any Holder or to the Holders a security interest in Equity Interests of
any Subsidiary of Maker or in any other assets of Maker or any of its
Subsidiaries if and to the extent that the granting of such security interest
would, in the reasonable opinion of Maker, cause Maker or any of its
Subsidiaries to lose its status as a Person eligible to own a vessel with a
fishery endorsement (any such Person being an "Eligible Person") under the
standards of subsections 12102(a) and 12102(c)(1) and (2) of title 46 of the
United States Code (as amended by the American Fisheries Act) and any
regulations thereunder or relevant thereto, all as effective on or after October
1, 2001 (whether the date of determination is before or after such date), or
under any analogous provisions of any successor statutes or regulations, and
(ii) if and to the extent that there is, at any time after the Initial Issuance
Date, a final determination by the United States Maritime Administration or by
any other responsible governmental authority that a Lien on any asset (including
without limitation Equity Interests of any Subsidiary of Maker) or a right of
any Holder or Holders that shall, in either case, have been granted under any
Security Document or (solely in the case of a right to obtain a Lien) under the
Notes would cause Maker or any of its Subsidiaries to lose its status as an
Eligible Person, such Lien or the grant of such right, as the case may be, shall
automatically and immediately be null and void ab initio and of no force and
effect whatsoever; provided that, in such event, Maker and Holders shall
                   --------
negotiate in good faith to amend the relevant Security Documents to effectuate
(in a manner consistent with such determination) the purposes of such Security
Documents.

SECTION 5. EVENTS OF DEFAULT

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

                                       18

<PAGE>

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

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

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

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

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

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

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

          Failure to pay at final stated maturity (giving effect to any
extensions thereof) the principal amount of any Indebtedness of Maker or any of
its Subsidiaries or the acceleration of the maturity of any such Indebtedness,
if the aggregate principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness in default for failure to pay
principal at final maturity or which has been accelerated, aggregates
$10,000,000 or more at any time; or an "Event of Default" under and as defined
in the ASCAC Notes shall occur and be continuing; or

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

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

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

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

          (i) commences a voluntary case;

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

                                       19

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       20

<PAGE>

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

SECTION 6. DEFINITIONS

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

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

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

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

          "ASCAC" means ASC Acq. Corp., a Delaware corporation, and any
successors thereto permitted hereunder.

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

          "ASCAC Notes" means, collectively, (i) the original promissory note in
the initial principal amount of $50,000,000 issued by ASCAC to Norway pursuant
to the Transaction Agreement on the Initial Issuance Date, and (ii) any other
promissory notes issued by Maker pursuant to the provisions of any promissory
note referred to in clause (i) or this clause (ii), in each case as such
promissory notes may be amended, supplemented or otherwise modified from time to
time.

          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer by Maker or any of its Subsidiaries
to any Person other than Maker or a Subsidiary of Maker of (a) any Equity
Interests of any Subsidiary of Maker or (b) any other property or assets of
Maker or any Subsidiary of Maker other than in the ordinary course of business

                                       21

<PAGE>

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

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

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

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

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

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

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

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

          "Capital Stock" means (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and

                                       22

<PAGE>

(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

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

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

          "Change of Control" means the occurrence of any of the following: (i)
any Person or group of related Persons for purposes of Section 13(d) of the
Exchange Act (a "Group") (other than the Centre Entities) shall become the
owner, directly or indirectly, beneficially or of record, of Equity Interests of
Maker representing more than 35% (on a fully diluted basis) of the aggregate
ordinary voting power represented by all of the issued and outstanding Equity
Interests of Maker, or (ii) a majority of seats (other than vacant seats) on the
Board of Directors of Maker cease to be occupied by Persons who either (a) were
members of such Board of Directors on the Initial Issuance Date (after giving
effect to the Transactions) or (b) were nominated for election by such Board of
Directors, a majority of whom were members of such Board of Directors on the
Initial Issuance Date (after giving effect to the Transactions) or whose
election or nomination for election was previously so approved; or (iii) the
Centre Entities shall own, directly or indirectly, beneficially or of record,
Equity Interests of Maker in the aggregate representing a lesser percentage (on
a fully diluted basis) of the aggregate ordinary voting power represented by all
of the issued and outstanding Equity Interests of Maker than any other holder of
such Equity Interests, including any Group; or (iv) the Centre Entities shall
own, directly or indirectly, beneficially or of record, Equity Interests of
Maker in the aggregate representing less than 25% (on a fully diluted basis) of
the aggregate ordinary voting power represented by all of the issued and
outstanding Equity Interests of Maker.

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

                                       23

<PAGE>

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

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

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

                                       24

<PAGE>

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

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

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

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

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

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

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

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

          "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of (x) the Consolidated Cash Flow of such
Person and its Subsidiaries for such period to (y) the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its
Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness (other than
revolving credit borrowings) or issues or redeems preferred Capital Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption,

                                       25

<PAGE>

Guarantee or redemption of Indebtedness, or such issuance or redemption of
preferred Capital Stock, as if the same had occurred at the beginning of the
applicable four-quarter reference period. In addition, for purposes of
calculating the Fixed Charge Coverage Ratio (i) acquisitions that have been made
by the specified Person or any of its Subsidiaries, including without limitation
through mergers or consolidations and including without limitation any related
financing transactions, during the four-quarter reference period or subsequent
to such reference period and on or prior to the Calculation Date shall be deemed
to have occured on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated without
giving effect to clause (iii) of the proviso set forth in the definition of
Consolidated Net Income; (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded; and
(iii) the Fixed Charges attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Subsidiaries following the Calculation Date.

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

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

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

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

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

                                       26

<PAGE>

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

          "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person whether or not such Indebtedness is
assumed by such Person) and, to the extent not otherwise included, the Guarantee
by such Person of any indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date shall be (i) the accreted value thereof,
in the case of any Indebtedness issued with original issue discount, and (ii)
the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness.

          "Initial Issuance Date" means January 28, 2000.

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

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

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

                                       27

<PAGE>

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

          "Maturity Date" means January 28, 2010.

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

          "Net Proceeds" means the aggregate cash proceeds received by Maker or
any of its 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, sales commissions, any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof, in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of
Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets
that were the subject of such Asset Sale.

          "Note" means this Senior Subordinated Promissory Note Due January 28,
2010, as it may be amended, supplemented or otherwise modified from time to
time, and "Notes" means, collectively, (i) this Note, (ii) if this Note is not
the original promissory note in the initial principal amount of $45,000,000
issued by Maker to Norway pursuant to the Transaction Agreement on the Initial
Issuance Date, such original promissory note, as amended, supplemented or
otherwise modified from time to time, and (iii) any other promissory notes
issued by Maker pursuant to the provisions of this Note or any other Note, as
such promissory notes may be amended, supplemented or otherwise modified from
time to time.

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

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

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

          "Permitted Business" means any business that derives a majority of its
revenues from activities that are reasonably similar, ancillary or related to,
or a reasonable extension,

                                       28

<PAGE>

development or expansion of, the businesses in which Maker and its Subsidiaries
are engaged on the Initial Issuance Date.

          "Permitted Investments" means (i) any Investment in Maker or in a
Wholly Owned Subsidiary of Maker; (ii) any Investment in cash or Cash
Equivalents; (iii) any Investment by Maker or any Subsidiary of Maker in a
Person, if as a result of such Investment, such Person becomes a Subsidiary of
Maker, or such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
Maker or a Subsidiary of Maker; (iv) any non-cash consideration received from an
Asset Sale that was made pursuant to and in compliance with Section 4.6; (v) any
acquisition of assets solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of Maker; (vi) Investments existing on the
Initial Issuance Date; (vii) loans and advances to employees and officers of
Maker and its Subsidiaries to acquire Equity Interests in the Parent of Maker,
provided that the aggregate principal amount of such loans or advances made on
--------
or after the Initial Issuance Date shall not exceed $5,500,000 unless consented
to by Majority Holders; (viii) accounts receivable created or acquired in the
ordinary course of business; (ix) Hedging Obligations entered into in the
ordinary course of Maker's and its Subsidiaries' businesses and otherwise in
compliance with the terms hereof; (x) Investments in securities of trade
creditors or customers received pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such trade creditors or
customers; (xi) guarantees by Maker and its Subsidiaries of Indebtedness
otherwise permitted to be incurred by Subsidiaries of Maker hereunder; (xii)
extensions of trade credit by Maker or any of its Subsidiaries in the ordinary
course of business; (xiii) other Investments in any Persons having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), taken together with all
other Investments made pursuant to this clause (xiii) since the Initial Issuance
Date, not to exceed 10% of Total Assets; provided, however, that prior to the
                                         --------  -------
Sell-Down Date, the aggregate amount of Investments (measured on the date each
such Investment was made and without giving effect to subsequent changes in
value) permitted under clauses (iii), (v) and (xiii) of this definition shall
not exceed $5,000,000 during any fiscal year of Maker unless otherwise consented
to by Majority Holders; and (xiv) the contribution or other transfer of all or
substantially all of American Seafood Company's operating assets to Company
following the merger of ASCAC with and into American Seafoods Company (with
American Seafoods Company being the surviving Person in such merger).

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

          "Permitted Liens" means (i) Liens on the assets of Maker and any
Subsidiary securing Indebtedness and other Obligations under Senior Debt
permitted to be incurred hereunder; (ii) Liens securing Indebtedness incurred to
refinance Indebtedness that was secured by a Lien permitted hereunder, so long
as such refinancing Indebtedness was permitted to be incurred hereunder,
provided that such Liens do not extend to or cover any property or assets of
--------
Maker or any of its Subsidiaries not securing the Indebtedness so refinanced;
(iii) Liens in favor

                                       29

<PAGE>

of Maker or any Subsidiary of Maker; (iv) Liens on property of a Person existing
at the time such Person is merged with or into or consolidated with Maker or any
Subsidiary of Maker; 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 Maker or such
Subsidiary; (v) Liens on property existing at the time of acquisition thereof by
Maker or any Subsidiary of Maker, provided that such Liens were in existence
                                  --------
prior to the contemplation of such acquisition; (vi) Liens incurred or deposits
made to secure the performance of statutory obligations (including without
limitation statutory Liens of landlords, statutory Liens and rights of set-off,
revocation, refund or charge back under deposit arrangements or under the UCC of
banks or other financial institutions where Maker and its Subsidiaries maintain
deposits), statutory Liens of carriers, warehousemen, mechanics, repairmen,
workmen and materialmen, surety or appeal bonds, performance bonds, workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, other Liens imposed by law or other
obligations of a like nature, in each case incurred in the ordinary course of
business; (vii) Liens to secure Indebtedness (including without limitation
Capital Lease Obligations) permitted by clause (viii) of the first paragraph of
Section 4.5 covering only the assets acquired with such Indebtedness; (viii)
Liens existing on the Initial Issuance Date; (ix) Liens for taxes, assessments
or governmental charges or claims the payment of which is not, at the time,
required by Section 4.2; (x) Liens securing reimbursement obligations with
respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof,
(xi) Liens upon specific items of inventory or other goods and proceeds of any
Person securing such Person's obligations in respect of bankers' acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods; (xii) any attachment or
judgment Lien not constituting an Event of Default hereunder, and Liens for
damages arising from a maritime tort; (xiii) easements, rights-of-way,
restrictions, encroachments, and other defects or irregularities in title, in
each case which do not and will not interfere in any material respect with the
ordinary conduct of the businesses of Maker or any of its Subsidiaries; (xiv)
any (a) interest or title of a lessor or sublessor under any lease permitted
hereunder, (b) restriction or encumbrance that the interest or title of such
lessor or sublessor may be subject to, or (c) subordination of the interest of
the lessee or sublessee under such lease to any restriction or encumbrance
referred to in the preceding clause (b), so long as the holder of such
restriction or encumbrance agrees to recognize the rights of such lessee or
sublessee under such lease; (xv) Liens arising from filing UCC financing
statements relating solely to leases permitted hereunder; (xvi) Liens in favor
of customs and revenue authorities arising as a matter of law to secure payment
of customs duties in connection with the importation of goods; (xvii) any zoning
or similar law or right reserved to or vested in any governmental office or
agency to control or regulate the use of any real property; (xviii) Liens
securing obligations (other than obligations representing Indebtedness for
borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business of Maker and its Subsidiaries;
(xix) licenses of patents, trademarks and other intellectual property rights
granted by Maker or any of its Subsidiaries in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of the
business of Maker or such Subsidiary; (xx) Liens for crew wages (including
without limitation wages of the master of a vessel) and general average or
salvage; (xxi) fishermen's liens for sales of fish to Maker or any of its
Subsidiaries imposed by applicable laws, and Liens for necessaries provided to a
vessel;

                                       30

<PAGE>

(xxii) Liens for obligations that are covered (other than for insurance
deductible or franchise clauses, or self-insured retainages) by insurance
maintained with reputable insurers; (xxiii) Liens incurred with respect to
obligations that do not exceed (x) $3,000,000 outstanding at any time prior to
the Sell-Down Date, unless otherwise consented to by Majority Holders, or (y)
$10,000,000 outstanding at any time on or after the Sell-Down Date; (xxiv) Liens
on the Equity Interests of any Subsidiary of Maker securing Indebtedness and
other Obligations under the Notes, the Subordinate Guaranty or the ASCAC Notes;
(xxv) Liens arising by operation of law in the ordinary course of business in
operating, maintaining or repairing a vessel; (xxvi) Liens described in Section
1.1P(i) of the Disclosure Schedule to the Transaction Agreement; and (xxvii)
leases or subleases granted to others not interfering in any material respect
with the ordinary conduct of the businesses of Maker and its Subsidiaries.

          "Permitted Refinancing Indebtedness" means any Indebtedness of Maker
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Maker or any of its Subsidiaries (other than intercompany
Indebtedness); provided that (i) the principal amount (or accreted value, if
               --------
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued interest
on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of reasonable 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 this Note,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, this Note on
terms at least as favorable to Holders as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iv) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded ranks pari passu in right of payment
with this Note, such Permitted Refinancing Indebtedness has a final maturity
date on or later than the final maturity date of, and is subordinated or pari
passu in right of payment to, this Note on terms at least as favorable to
Holders as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (v) such
Indebtedness is incurred either by Maker or by the Subsidiary who is the obligor
on the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

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

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

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

                                       31

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       32

<PAGE>

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

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

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

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

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

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

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

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

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

                                       33

<PAGE>

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

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

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

SECTION 7. SUBORDINATION

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

          Maker and Payee agree that the Subordinated Debt is subordinated in
right of payment, to the extent and in the manner provided in this Section 7, to
the prior payment in full in cash or Cash Equivalents of all Senior Debt
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

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

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

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

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

                                       34

<PAGE>

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

          If the obligors with respect to the Senior Debt shall fail to pay when
due (after giving effect to any applicable grace periods), upon acceleration or
otherwise, any amount or obligation with respect to Designated Senior Debt (a
"Payment Default") which Payment Default shall not have been cured or waived, or
any other event of default under any agreement, indenture or other document
governing Designated Senior Debt shall occur and be continuing which shall not
have been cured or waived (a "Covenant Default"), and Maker receives notice of
such Covenant Default from the Representative or from the requisite holders of
the Designated Senior Debt (a "Payment Blockage Notice"), then no payment of or
on account of the Subordinated Debt shall be made by Maker (x) in the case of a
Payment Default unless and until the Designated Senior Debt shall have been paid
in full in cash or until such Payment Default shall have been cured or waived,
or (y) in the case of any Covenant Default, from the date on which Maker
receives such Payment Blockage Notice until the earlier of (1) 179 days after
such date and (2) the date, if any, on which the Designated Senior Debt is paid
in full in cash or Cash Equivalents or such Covenant Default is waived by the
requisite holders of such Designated Debt or otherwise cured (a "Payment
Blockage Period"); provided that (x) during any 360-day period, the aggregate
                   --------
number of days during which Payment Blockage Periods may be in effect as a
result of one or more Covenant Defaults shall not exceed 179 days and there
shall be a period of at least 181 consecutive days in each such 360-day period
during which payments in respect of the Subordinated Debt are not prohibited by
virtue of Covenant Defaults, (y) no Payment Blockage Period may be imposed as a
result of a Covenant Default that served as the basis for, or was (to the
knowledge of the holders of the Designated Senior Debt or their Representative)
continuing during, any previous Payment Blockage Period unless such Covenant
Default giving rise to, or continuing during, such Payment Blockage Period was
cured or waived in accordance with the applicable provisions of the agreements,
indentures or other documents governing such Designated Senior Debt for at least
90 consecutive days subsequent to the commencement of such initial Payment
Blockage Period (it being acknowledged and agreed that any subsequent action, or
any breach of any financial covenant for a period commencing after the date of
commencement of such Payment Blockage Period, that, in either case, would give
rise to a Covenant Default pursuant to any provision under which a Covenant
Default previously existed or was continuing shall constitute a new Covenant
Default for this purpose).

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

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

          So long as any Senior Debt is outstanding (including any loans, any
letters of credit, any commitments to lend or any lender guarantees), each
Holder shall not (i) commence or join with any other creditor (other than the
holders of a majority in principal amount of the Designated Senior Debt) in
commencing any proceeding in connection with or premised on the

                                       35

<PAGE>

occurrence of a Bankruptcy Event, (ii) commence, prosecute, or participate in
any other action, whether private; judicial, equitable, administrative, or
otherwise against any assets of any Subordinated Debt Obligor to enforce any
rights under or in respect of the Subordinated Debt, (iii) seek to attach,
sequester or otherwise proceed against any assets or property of any
Subordinated Debt Obligor, or (iv) seek to otherwise accelerate or collect
payment on, or to cause the redemption, retirement, purchase or acquisition by
any Subordinated Debt Obligor of, the Subordinated Debt, or seek to pursue or
otherwise exercise any remedies to enforce or collect payment of the
Subordinated Debt, prior to the earlier of:

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

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

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

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

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

                                       36

<PAGE>

     7.5  Turnover: Miscellaneous Subordination Provisions.
          -------------------------------------------------

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

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

          (iii) The agreements contained in this Section 7 shall continued to be
effective or reinstated, as the case may be, if at any time any payment of any
of the Designated Senior Debt is rescinded or must otherwise be returned by any
holder of Designated Senior Debt upon any Bankruptcy Event of any obligor with
respect to the Senior Debt, all as though such payment had not been made.

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

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

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

          After all Senior Debt is paid in full in cash or Cash Equivalents and
all commitments to lend thereunder have been terminated and until the
Subordinated Debt is paid in full, Payee shall be subrogated (equally and
ratably with all other Indebtedness pari passu with

                                       37

<PAGE>

the Notes and the ASCAC Notes) to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt to the extent that distributions
otherwise payable to Payee have been applied to the payment of Senior Debt. A
distribution made under this Section 7 to holders of Senior Debt that otherwise
would have been made to Payee is not, as between Maker and Payee, a payment by
Maker on this Note.

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

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

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

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

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

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

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

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

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

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

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

                                       38

<PAGE>

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

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

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

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

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

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

SECTION 8. MISCELLANEOUS.

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

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

          (c) No failure or delay on the part of Payee to exercise any right,
power or privilege under this Note and no course of dealing between Maker and
Payee shall impair such

                                       39

<PAGE>

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

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

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

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

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

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

                                       40

<PAGE>

Section 4.6 or 4.11 will require the consent of the Holders holding at least
two-thirds in aggregate principal amount of the Notes then outstanding if such
amendment would adversely affect the rights of such Holders. Any amendment,
waiver, supplement or modification in accordance with the terms of this Section
8(h) shall be binding upon all Holders.

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

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

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

                                       41

<PAGE>

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

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

          (n) This Note may be sold, assigned, pledged or otherwise transferred
(each, for purposes of this Section 8(n), a "transfer"), in whole or in part in
minimum amounts (when aggregated with the amount of any concurrent ratable
assignment of ASCAC Notes to the relevant transferee) of $15,000,000 (provided
                                                                      --------
that assignments otherwise permitted hereunder to Affiliates of Norway may be in
any principal amount for which Notes may be issued), at any time or from time to
time to any one or more Persons with the consent of Maker (which consent shall
not be unreasonably withheld); provided, that (without limiting the generality
                               --------
of the foregoing) no portion of this Note may be transferred (i) to any Person
in violation of the provisions of federal or applicable state securities law or
other applicable law or if such transfer would result in such a violation of
law, (ii) to any Person which is a member of a fishing cooperative of which
Maker or any of its Subsidiaries is a member, (iii) to any business competitor
of Maker or any of its Subsidiaries. In the case of any transfer by any Holder
of a Note or any exchange of a Note for a new Note, the transferor Holder of a
Note and the transferee or exchanging Holders of a Note, as the case may be,
shall deliver to Maker, at its corporate office, the Note to be transferred or
exchanged, together with a written notice of transfer or exchange signed by
authorized representatives of the transferor and the transferee and stating the
Note to be transferred or exchanged, a notation as to the amount, if any, of
principal which has been paid and the date to which interest has been paid on
the Note, and, in the case of a transfer, (a) the names of the transferor and
the transferee, (b) the date after which the transfer of the Note shall be
effective, (c) the transferee's address for purposes of notices and payment
instructions, and (d) such other information as may be required by law, or (iv)
unless, simultaneously with such transfer, the relevant transferor transfers a
ratable portion of the outstanding ASCAC Notes. The transferee shall also
deliver to Maker a written statement to the effect that it is not acquiring the
Note to be transferred to it with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act of 1933, as
amended; provided that the dispositions of its property shall at all times be
and remain within its control. Promptly upon receipt of the Note, such
instrument of transfer and the aforementioned written statement, Maker shall
issue and deliver to the transferee or such Holder, as the case may be, a new
Note in the same original face amount and dated the same date or dates as the
Note (or portion thereof) surrendered, and in such denomination or denominations
and registered in the name of the transferee or such registered holder of a
Note, as the case may be. Maker shall make a notation on the Note showing the
amount of principal and the date to which interest has been paid, reflect the
transfer or exchange of Note in the Register (as defined below), distribute the
new Note to the registered holder thereof, and cancel the original Note. No
transfer of a Note shall be effective as against Maker nor shall Maker be
obligated to treat any transferee as a Holder of a Note hereunder, and Maker
will not be obligated to enter any Person as a Holder of a Note in the Register
unless the provisions of this Section 8(n) shall have been complied with, and
any transfer in violation of the provisions of this Section 8(n) shall be void.
Notwithstanding

                                       42

<PAGE>

anything in the Notes or the ASCAC Notes to the contrary, any transfer of Notes
to a transferee in accordance with this Section 8(n) shall effect a pro rata
assignment (based on the respective aggregate principal amounts thereof then
outstanding) of the Notes of the transferor, on the one hand, and the ASCAC
Notes of the transferor, on the other hand, to such transferee.

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

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

          (q) Payee, by accepting this Note, agrees to keep all financial
information and documents marked "confidential" delivered by or on behalf of
Maker (such items, collectively, being "Confidential Information") confidential
from any Person other than Persons employed or retained by Payee who are
expected to become engaged in evaluating, approving, structuring or
administering the Notes or the transactions contemplated thereby; provided,
however, that nothing herein shall prevent Payee or any such Person so employed
or retained from disclosing such Confidential Information (a) to any other
Holder, (b) to its officers, directors, employees, agents and professional
consultants who have a need to review such Confidential Information in
accordance with customary lending practices, (c) upon the order of any court or
administrative agency, (d) upon request or demand of any regulatory agency or
authority having jurisdiction over such Person, (e) which has been publicly
disclosed by a Person other than the Person subject hereto, (f) to the extent
reasonably required in connection with any litigation to which Maker or Payee or
its Affiliates may be a party, (g) to the extent reasonably required in

                                       43

<PAGE>

connection with the exercise of any right or remedy hereunder, (h) to any such
Person's attorneys, accountants and independent auditors, (i) to any actual or
proposed assignee or transferee of any of the Notes (subject to the
non-disclosure standard set forth herein), or (j) to any Person to which
disclosure may be necessary or appropriate in compliance with any law, rule,
regulation or order applicable to such Person.

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

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

                                       44

<PAGE>

Indenture in good faith with Holders in accordance with the provisions of clause
(i) of the first sentence of this Section 8(s).

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

                  [Remainder of page intentionally left blank]

                                       45

<PAGE>

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

                                        AMERICAN SEAFOODS HOLDINGS LLC

                                        By: AMERICAN SEAFOODS, L.P.,
                                            its Member

                                            By: ASC MANAGEMENT, INC.,
                                                its General Partner


                                                By: /s/ Bernt O. Bodal
                                                    ----------------------------
                                                    Name:  Bernt O. Bodal
                                                    Title: President

                                        Notice Address:

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

                                        With a copy to:

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

                                       S-1

<PAGE>

Agreed to and acknowledged:

NORWAY SEAFOODS ASA


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

Notice Address:

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

With a copy to:

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

and to:

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

                                       S-2