American Seafoods Group Llc Sample Contracts

American Seafoods Group Llc – SUPPLEMENTAL INDENTURE (April 11th, 2006)

Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2006, among American Pride Seafoods LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and wholly-owned subsidiary of American Seafoods Group LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, American Seafoods Finance, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“ASF, Inc.” and together with the Company, collectively, the “Issuers” and each an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

American Seafoods Group Llc – FIRST AMENDED AND RESTATED MEMBERSHIP AGREEMENT (April 11th, 2006)

This FIRST AMENDED AND RESTATED MEMBERSHIP AGREEMENT is entered into as of September     , 2005, by and among ALASKA OCEAN SEAFOOD LIMITED PARTNERSHIP, a Washington limited partnership, TRIDENT SEAFOODS CORPORATION, a Washington corporation, AMERICAN SEAFOODS COMPANY LLC, a Delaware limited liability company (“American”), ARCTIC FJORD, INC., a Washington corporation, ARCTIC STORM, INC., a Washington corporation, GLACIER FISH COMPANY LLC, a Washington limited liability company, HIGHLAND LIGHT SEAFOODS, L.L.C., a Washington limited liability company, STARBOUND LLC, a Washington limited liability company, and any other members admitted pursuant to this Agreement (together, the “Members”) and POLLOCK CONSERVATION COOPERATIVE, a Washington nonprofit corporation (the “Cooperative”).

American Seafoods Group Llc – SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of February 27, 2006 among AMERICAN SEAFOODS, L.P., ASC MANAGEMENT, INC., ASLP ACQUISITION LLC, CP3 TAX-EXEMPT HOLDINGS CORP., ASC OFFSHORE HOLDINGS CORP., COASTAL VILLAGES POLLOCK LLC, THE ADDITIONAL SECURITYHOLDERS and THE INITIAL MANAGEMENT SECURITYHOLDERS (March 3rd, 2006)

This SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is dated as of February 27, 2006, and entered into by and among American Seafoods, L.P., a Delaware limited partnership (the “Partnership”), ASC Management, Inc., a Delaware corporation (together with its Transferees, the “General Partner”), ASLP Acquisition LLC, a Delaware limited liability company (“Acquisition”), CP3 Tax-Exempt Holdings Corp., a Delaware corporation (“CP3”), ASC Offshore Holdings Corp., a Delaware corporation (“ASC Offshore” and, together with CP3, the “Blocker Corporations”), Coastal Villages Pollock LLC, an Alaska limited liability company (“Coastal”), the individuals and entities listed on Schedule I attached hereto (such individuals and entities, together with Acquisition, Coastal and the Subsequent Additional Securityholders (as hereinafter defined), the “Additional Securityholders”), and the individuals listed on Schedule II attached hereto (the “Initial Management Securityholders” a

American Seafoods Group Llc – Form of Tranche B-2 Term Loan Note (November 14th, 2005)

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.

American Seafoods Group Llc – Form of Revolving Note (November 14th, 2005)

This Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. Capitalized terms used in this Revolving 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.

American Seafoods Group Llc – THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 6, 2005 among AMERICAN SEAFOODS GROUP LLC, as Borrower, AMERICAN SEAFOODS CONSOLIDATED LLC and ASG CONSOLIDATED LLC, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO WELLS FARGO BANK, N.A., as Swingline Lender, and BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender (November 14th, 2005)

This Third Amended and Restated Credit Agreement is dated as of October 6, 2005 and is among AMERICAN SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the “Parent”), ASG CONSOLIDATED LLC, a Delaware limited liability company (“ASG”), AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), DNB NOR BANK ASA, as Documentation Agent, and ISLANDSBANKI HF, HARRIS N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents, NORDEA BANK NORGE ASA and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH, as Co-Manager Agents, WELLS FARGO BANK, as Swingline Lender, and BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender. Holdings, the Parent, ASG, the Borrower, Bank of America, N.A., as Administrative Agent, Issuing Lender and Swingline Lender, certain banks, as agents, and certain banks and other financial in

American Seafoods Group Llc – Form of Tranche A Term Loan Note (November 14th, 2005)

This note is one of the Tranche A Term Loan Notes referred to in the Credit Agreement and evidences the Tranche A Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche A 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.

American Seafoods Group Llc – Form of Swingline Note (November 14th, 2005)

This Note is the Swingline Note referred to in the Credit Agreement and evidences the Swingline Loans made by the Swingline Lender thereunder. Capitalized terms used in this Swingline 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.

American Seafoods Group Llc – Form of Tranche B-1 Term Loan Note (November 14th, 2005)

This note is one of the Tranche B-1 Term Loan Notes referred to in the Credit Agreement and evidences the Tranche B-1 Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche B-1 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.

American Seafoods Group Llc – AMERICAN SEAFOODS GROUP LLC CONSULTING AGREEMENT EFFECTIVE DATE: JANUARY 1, 2005 (March 31st, 2005)

THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between AMERICAN SEAFOODS GROUP LLC (“Group”), a Delaware limited liability company, and SOUTHERN GROUP, LLC, a Florida limited liability company (“Consultant”).

American Seafoods Group Llc – Amendment No. 1 to the Employment Agreement (March 31st, 2005)

Reference is made to the Employment Agreement, made and entered into as of January 28, 2000 among American Seafoods, L.P., American Seafoods Group LLC and Bernt O. Bodal (the “Employment Agreement”).

American Seafoods Group Llc – Amendment No. 1 to the Employment Agreement (March 31st, 2005)

Reference is made to the Employment Agreement, made and entered into as of March 18, 2002 between American Seafoods Group LLC and Brad Bodenman (the “Employment Agreement”).

American Seafoods Group Llc – EMPLOYMENT SEPARATION AGREEMENT (March 31st, 2005)

This Employment Separation Agreement (“Separation Agreement”) is made and entered into as of February 15, 2005, between American Seafoods, L.P. (the “Parent”) and American Seafoods Group LLC (the “Company”) and Michael J. Hyde (“Hyde”) (the Parent, the Company and Hyde being sometimes herein referred to singly as a “Party” and collectively as the “Parties”).

American Seafoods Group Llc – For Immediate Release: American Seafoods Group For further information contact: Brad Bodenman or Amy Humphreys Phone: 206.374.1515/fax: 206.374.1516 Email to: brad.bodenman@americanseafoods.com or amy.humphreys@americanseafoods.com (March 21st, 2005)

Seattle, WA – Friday, March 18, 2005 – American Seafoods Group LLC today announced its results for the fourth quarter and year ended December 31, 2004. Net sales increased 12.2% for the year ended December 31, 2004 to $461.7 million as compared to $411.4 million during the prior year due mainly to higher sales volume of surimi and block products related to both carryover pollock inventory from the 2003 “B” season and 2004 production, higher sales volume of roe product from the 2004 “A” season, higher sales prices for catfish products and higher sales volume of scallop products. These increases were partially offset by lower sales prices for certain pollock products as compared to the prior year period.

American Seafoods Group Llc – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (November 15th, 2004)

This SECOND AMENDMENT, dated as of September 29, 2004 (this “Second Amendment”), is to the Second Amended and Restated Credit Agreement (as amended prior to the date hereof, the “Credit Agreement”), dated as of December 16, 2002, among AMERICAN SEAFOODS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), AMERICAN SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the “Parent”), AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the “Borrower”), the Lenders, HARRIS TRUST AND SAVINGS BANK, as Documentation Agent, THE BANK OF NOVA SCOTIA, as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swingline Lender.

American Seafoods Group Llc – EMPLOYMENT AGREEMENT (November 15th, 2004)

EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into as of the 9th day of August, 2004 among American Seafoods, L.P. (“Parent”) and American Seafoods Group LLC (“Employer” or the “Company”) and Matthew Latimer (“Executive”).

American Seafoods Group Llc – SELECTED HISTORICAL FINANCIAL INFORMATION (October 12th, 2004)

ASG Consolidated was organized in September 2004 and has no assets or operations other than $1,000 of cash. ASG Finance was incorporated in September 2004 and has no assets and conducts no operations. Accordingly, the following discussion relates only to the operations of ASG and its subsidiaries, and its predecessor business, for periods prior to the formation of ASG Consolidated.

American Seafoods Group Llc – EMPLOYMENT AND NON-COMPETITION AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), Executive, the Company, Trucking and Parent, the Company and Trucking have purchased from the Seller the business and substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – EMPLOYMENT AGREEMENT TERMINATION (March 31st, 2003)

This Employment Agreement Termination is entered into as of this 31st day of March, 2000, by and between AMERICAN SEAFOODS GROUP LLC (“ASG”), AMERICAN SEAFOODS COMPANY (“ASC”) and MICHAEL J. HYDE (“Hyde”).

American Seafoods Group Llc – ALTERNATIVE EMPLOYMENT AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – ALTERNATIVE EMPLOYMENT AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – ALTERNATIVE EMPLOYMENT AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – ALTERNATIVE EMPLOYMENT AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – ALTERNATIVE EMPLOYMENT AGREEMENT (March 31st, 2003)

WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;

American Seafoods Group Llc – SOUTHERN PRIDE CATFISH COMPANY, INC. Financial Statements September 30, 2002 (With Independent Auditors’ Report Thereon) (February 28th, 2003)

We have audited the accompanying balance sheet of Southern Pride Catfish Company, Inc. as of September 30, 2002, and the related statements of income, stockholder’s equity, and cash flows for the nine months then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.