Reaffirmation and Consent to the Amd. No. Two to Senior Revolving Credit Agmt.



 Exhibit 10.39 

REAFFIRMATION AND CONSENT 

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Senior
Revolving Credit Agreement dated as of November 18, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among BUMBLE BEE FOODS, LLC, a Delaware limited
liability company (the “U.S. Borrower”), CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY, successor by amalgamation with 3231021 NOVA SCOTIA COMPANY, a Nova Scotia unlimited company (the “Canadian Borrower”
together with U.S. Borrower hereinafter referred to each individually as “Borrower” and individually and collectively as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the
other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and United States administrative agent for the Lenders (“U.S. Agent”) and WELLS FARGO FOOTHILL CANADA ULC,
an Alberta unlimited company, as arranger and Canadian administrative agent for the Lenders (“Canadian Agent,” together with U.S. Agent, the “Agents”). The undersigned Guarantors each hereby (a) represents and
warrants to the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any Material Contract or undertaking to which it is a party or by which any
of its properties may be bound or affected except to the extent that any such contravention could individually or in the aggregate reasonably be expected to have a Material Adverse Change; (b) consents to the amendment of the Credit Agreement
as set forth in that certain Amendment Number Two to Credit Agreement dated as of December __, 2008 by and among Borrowers, the Agents and the Lenders (the “Amendment”); (c) acknowledges and reaffirms its obligations owing to
the Agents and the Lenders under any Loan Documents to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect after giving effect to the Amendment;
(e) acknowledges, confirms and agrees that U.S. Agent, for itself and for the benefit of the Agents and the Lenders, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in
substantially all of the assets of such Guarantor (subject only to Permitted Liens), granted to U.S. Agent, for itself and the benefit of the Agents and the Lenders, pursuant to the Loan Documents or otherwise granted to or held by U.S. Agent, for
itself and the benefit of the Agents and the Lenders; and (f) acknowledges, confirms and agrees that (i) each of the Loan Documents to which it is a party has been duly executed and delivered to the Agents and the Lenders thereto by such
Guarantor, and each is in full force and effect as of the date hereof, (ii) the agreements and obligations of each Guarantor contained in such documents and in the Amendment constitute the legal, valid and binding obligations of such Guarantor
and guaranteed indebtedness of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of








 
creditors’ rights generally and by general principles of equity, and as of the date hereof the Borrowers have no valid defense to the enforcement of the Obligations, and (iii) each
Agent and each Lender are and shall be entitled to the rights, remedies and benefits provided for in the Loan Documents and under applicable law or at equity. Although each of the undersigned has been informed of the matters set forth herein and has
acknowledged and agreed to same, they each understand that neither any Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall
create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an
executed counterpart of this Reaffirmation and Consent by telefacsimile also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of New York. 

IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and Consent to be executed as of the date of the Amendment.









			
	STINSON SEAFOOD (2001), INC.,
	a Delaware corporation
		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 BUMBLE BEE HOLDINGS, INC.,

formerly known as Castleberry’s Food Company, 

a Georgia corporation

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 BB ACQUISITION (PR),

a Delaware limited partnership

		
	By:	 	Bumble Bee International (PR), Inc.
		 	its General Partner
		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 BPM SERVICIOS, S.A. DE C.V., 

a Mexican corporation

		
	By:	 	/s/ Kent McNeil
	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 BRUNSWICK PESCADOS & MARISCOS,

S.A. DE C.V., a Mexican corporation

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO










			
	 CLOVER LEAF HOLDINGS COMPANY,

a Nova Scotia unlimited company

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 6162410 CANADA LIMITED

a corporation formed under the federal laws of Canada

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO
	
	 K.C.R. FISHERIES LTD.,

a corporation formed under the laws of New Brunswick

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President and CFO