Form of Tranche B-2 Term Loan Note



 Exhibit 10.5 
  
 Form of Tranche B-2 Term Loan Note 
  

			
	 Lender:
	  	New York, New York
	 Principal Sum:
	  	October [_], 2005

  
 For value received,
American Seafoods Group LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”), for the account of its Applicable Lending Office,
and its registered assigns, at the office of Bank of America, N.A. (the “Administrative Agent”) as set forth in that certain Third Amended and Restated Credit Agreement dated as of October [__], 2005 (as amended, restated, modified
or supplemented from time to time, the “Credit Agreement”) among the Borrower, American Seafoods Consolidated LLC, a Delaware limited liability company, ASG Consolidated LLC, a Delaware limited liability company, the banks and other
financial institutions from time to time party thereto, Wells Fargo Bank, N.A., as Swingline Lender, DnB NOR Bank ASA, as Documentation Agent, Islandsbanki HF, Harris N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents, and Bank of America,
N.A., as Administrative Agent and Issuing Lender, the Principal Sum set forth above (or such lesser amount as shall equal the aggregate unpaid principal amount of the Tranche B-2 Term Loan made by the Lender to the Borrower under the Credit
Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of such Tranche B-2 Term
Loan, at such office, in like money and funds, for the period commencing on the date of such Tranche B-2 Term Loan until such Tranche B-2 Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

  
 This note is one of the Tranche B-2 Term Loan Notes referred
to in the Credit Agreement and evidences the Tranche B-2 Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche B-2 Term Loan Note and not otherwise defined shall have the respective meanings assigned to them in the Credit
Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof. 
  
 The Credit Agreement provides for the acceleration of the maturity of the Tranche B-2 Term Loan evidenced by this Tranche B-2 Term Loan Note upon the
occurrence of certain events (and for payment of reasonable out-of-pocket collection costs in connection therewith) and for prepayments of such Tranche B-2 Term Loan upon the terms and conditions specified therein. In the event this Tranche B-2 Term
Loan Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all reasonable out-of-pocket costs of collection, including reasonable attorney fees, as provided in the
Credit Agreement. 
  
 The date, amount, type, interest rate and
duration of Interest Period (if applicable) of the Tranche B-2 Term Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books; provided that the failure of
the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Tranche B-2 Term Loan Note in respect of the Tranche B-2
Term Loan to be evidenced by this Tranche B-2 Term Loan Note, and each such recordation or endorsement shall be prima facie evidence of such information. 
  
 This Tranche B-2 Term Loan Note and the Tranche B-2 Term Loan evidenced hereby may be transferred in whole or in part only by registration of such
transfer on the Register maintained for such purpose on behalf of the Borrower as provided in Section 10.03(c) of the Credit Agreement. 
  
 THIS TRANCHE B-2 TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 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. 







 IN WITNESS WHEREOF, the Borrower has caused this Tranche B-2 Term Loan Note to be executed as of the date
first above written. 
  

			
	AMERICAN SEAFOODS GROUP LLC
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title: