Consent and Amendment Number Three to Senior Revolving Credit Agreement



 Exhibit 10.40 

CONSENT AND AMENDMENT NUMBER THREE 

TO SENIOR REVOLVING CREDIT AGREEMENT 

This CONSENT AND AMENDMENT NUMBER THREE TO SENIOR REVOLVING CREDIT AGREEMENT, (this “Amendment”), dated as of
December 3, 2009, is entered into 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”), and in light of the following: 
 W I T N E S S
E T H 
 WHEREAS, the Borrowers, Lenders, and Agents are parties to 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”); 

WHEREAS, Borrowers have requested that Agents and the Lenders consent to (i) the transfer in an aggregate amount not to
exceed $600,000 by the Loan Parties (through any direct or indirect, wholly-owned Subsidiary of Connors) to Connors, either in the form of a distribution or a repayment by the Loan Parties of all or a portion of the principal of any intercompany
obligation between or among any direct or indirect, wholly-owned Subsidiary of Connors, which aggregate amount shall be used by Connors on the Senior Secured Note Closing Date to acquire from U.S. Borrower that certain Promissory Note, dated as of
November 16, 2009, issued by AFT Holdings, Inc., a Louisiana corporation, in favor of U.S. Borrower in the original principal amount of $600,000 (the “Designated Transfer”) for an aggregate purchase price of $600,000,
(ii) the prepayment in full of the Subordinated Indebtedness out of the Net Cash Proceeds of the Designated Senior Note Indebtedness (the “Designated Subordinated Indebtedness Prepayment”), (iii) the prepayment of the
portion of the Senior Term Loan Indebtedness held by Regiment Capital Special Situations Fund IV, L.P. (the “Designated Term Loan Prepayment”), (iv) the transfer in an aggregate amount not to exceed $1,800,000 by the Loan
Parties (through any direct or indirect, wholly-owned Subsidiary of Connors) to Connors, either in the form of a distribution or a repayment by the Loan Parties of all or a portion of the principal of any intercompany obligation between or among any
direct or indirect, wholly-owned Subsidiary of Connors, which aggregate amount shall be used by Connors to purchase the Stock of BB Co-Invest L.P. held by each of Plainfield Avalon Inc. and Kayne Anderson Mezzanine Partners (QP), L.P. (the
“Stock Purchase Transaction”), and (v) the payment of a financial advisory fee or structuring fee to the Equity Sponsor or its Affiliates in an aggregate amount not to exceed 1% of the face amount of the Senior Secured Notes
(the “Advisory Fee Transaction”; and together with the Designated Transfer, the Designated Subordinated Indebtedness Prepayment, the Designated Term Loan Prepayment and the Stock Purchase Transaction, the “Designated
Transactions”); 







 WHEREAS, Borrowers have requested that Agents and the Lenders waive compliance with
the covenant set forth in Section 5.18(a) of the Credit Agreement; 
 WHEREAS, Borrowers have requested that
Agents and Lenders make certain amendments to the Credit Agreement; and 
 WHEREAS, upon the terms and conditions set
forth herein, the parties hereby agree to amend the Credit Agreement as follows. 
 NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement,
as amended hereby. 
 2. Amendments to Credit Agreement. 

(a) Schedule 1.1 to the Credit Agreement is hereby amended by adding, or amending and restating, as applicable, the following
defined terms in alphabetical order therein: 
 “Available Basket” means an amount that (a) as of the
Senior Secured Note Closing Date is equal to $15,000,000, (b) as of the first anniversary of the Senior Secured Note Closing Date is increased by $10,000,000, (c) annually after the first anniversary of the Senior Secured Note Closing
Date, upon the delivery to Agent of the audited financial statements with respect to the Loan Parties that are required pursuant to Section 5.1 of the Agreement, is increased by an amount equal to 50% of the Loan Parties’
consolidated net income for the immediately preceding fiscal year, and (d) at each time when any distributions are made pursuant to Section 6.9(j) of the Agreement, is reduced to the extent of each such distribution concurrently
with the making thereof. 
 “BBCC” means Bumble Bee Capital Corp., a Delaware corporation. 

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such
Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, except to the extent that such expenditures are (i) financed with the proceeds of Purchase Money Indebtedness, or (ii) paid
in respect of fees, premiums, charges or expenses that are capitalized in connection with (a) the Designated Subordinated Indebtedness Prepayment, (b) the Stock Purchase Transaction, (c) the transactions contemplated by the Senior
Secured Note Documents, (d) the Third Amendment, (e) the First Amendment to Term Loan Credit Agreement, or (f) the Designated Term Loan Prepayment. 







 “CLDH” means Clover Leaf Dutch Holdings, LLC, a Delaware limited liability
company. 
 “Clover Leaf Seafood” means Clover Leaf Seafood B.V., a private company with limited liability,
incorporated under the laws of the Netherlands. 
 “Clover Leaf Seafood 2” means Clover Leaf Seafood 2 B.V., a
private company with limited liability, incorporated under the laws of the Netherlands. 
 “Connors Holdco”
means Connors Bros. Holdings, L.P., a Delaware limited partnership. 
 “Designated Excess Proceeds” means
Excess Proceeds (as defined in the Senior Secured Note Indenture) of any Asset Sale (as defined in the Senior Secured Note Indenture) or any Event of Loss (as defined in the Senior Secured Note Indenture). 

“Designated Subordinated Indebtedness Prepayment” shall mean the prepayment in full of the Subordinated Indebtedness.

 “Designated Term Loan Prepayment” shall mean the prepayment of the Senior Term Loan Indebtedness on a
non-pro rata basis by prepaying only that portion of the Senior Term Loan Indebtedness held by Regiment Capital Special Situations Fund IV, L.P. 

“Disqualified Person” means, with respect to any assignment, delegation or participation or any proposed assignment,
delegation or participation, (a) so long as no Event of Default has occurred and is continuing, any Person that the transferring Lender knows (at the time of such assignment, delegation or participation or proposed assignment, delegation or
participation) is a Specified Lender, and (b) so long as no Event of Default under Section 8.1, 8.2(a)(i) (solely to the extent arising from failure to deliver any financial statement pursuant to Section 5.1 within twice
the number of days after each month, fiscal quarter or fiscal year, as the case may be, as specified in Schedule 5.1), 8.4 or 8.5 of the Agreement has occurred and is continuing, any Person that the transferring Lender knows (at
the time of such assignment, delegation or participation or proposed assignment, delegation or participation) is a Competitor of any Loan Party (if such transferring Lender obtains a representation by the Assignee or proposed Assignee that such
Assignee or proposed Assignee is not a Competitor of any Loan Party, then such Lender shall be entitled to rely on such representation in determining whether such Assignee or proposed Assignee is a Competitor). 

“Dutch Holdco” means Clover Leaf Seafood Coöperatief U.A., a cooperative association incorporated under the laws of
the Netherlands. 
 “Dutch Security Documents” means such guaranty agreements, pledge agreements and other
security documents as U.S. Agent shall reasonably require, which in each case are governed by the laws of the Netherlands and which are otherwise in form and substance reasonably satisfactory to U.S. Agent. 

“EBITDA” means, with respect to any fiscal period, the Company’s combined net earnings (or loss), minus, to the
extent increasing net earnings for such fiscal period and without 







 
duplication, extraordinary gains and interest income, plus, to the extent reducing net earnings for such fiscal period and without duplication, Non-Cash Charges, interest expense, federal, state,
local, and foreign income tax expense, payments made in respect of fees, premiums, charges or expenses in connection with (i) the Designated Subordinated Indebtedness Prepayment, (ii) the Stock Purchase Transaction, (iii) the
transactions contemplated by the Senior Secured Note Documents, (iv) the Third Amendment, (v) the First Amendment to Term Loan Credit Agreement, or (vi) the Designated Term Loan Prepayment, and, without duplication, distributions made
pursuant to Section 6.9(a), (c), (d), (f), and (g) of the Agreement, and depreciation and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAP.

 “First Amendment to Term Loan Credit Agreement” means that certain Consent and Amendment Number One to
Senior Term Loan Credit Agreement dated as of December 3, 2009 by and among the Borrowers, Senior Term Loan Agent and the Senior Term Loan Lenders. 

“Fixed Charges” means, with respect to any fiscal period and with respect to the Company determined on a combined basis
in accordance with GAAP, the sum, without duplication, of (a) cash Interest Expense paid during such period, (b) principal payments in respect of Indebtedness that are required to be paid during such period (and, except as otherwise set
forth in the Agreement, shall not include any optional prepayment or mandatory prepayments made under the Agreement, the Senior Term Loan Credit Agreement, the Senior Secured Note Documents), (c) all federal, state, foreign and local income
taxes paid in cash during such period, and (d) without duplication, distributions permitted by Section 6.9(a), (c), (d), (f), and (g), made during such period. 

“Guarantors” means (a) Stinson, (b) BB Holdings, (c) U.S. Borrower, (d) each Subsidiary of U.S.
Borrower, (e) Canadian Holdco, (f) Canadian Borrower, (g) each Subsidiary of Canadian Borrower, (h) Connors Holdco, (i) CLDH, (j) Dutch Holdco, (k) Clover Leaf Seafood, (l) Clover Leaf Seafood 2, and
(m) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement, and “Guarantor” means any one of them. 

“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds,
debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations as a lessee under Capital Leases, (d) all
obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all obligations to pay the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business but including any earn-out obligation upon such obligation becoming a liability on the balance sheet of such Person in accordance with GAAP), (f) all obligations owing under Hedge
Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) Prohibited Preferred Stock issued by any Loan Party to a Person that
is not a Loan Party, and (h) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness
under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness 







 
represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the
guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness described in clause (d) above shall be the lower of the amount of the obligation and the fair
market value of the assets securing such obligation; provided that Indebtedness shall not include customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of
assets permitted under the Agreement. 
 “Intercompany Note Subordination Agreement” means an amended and
restated subordination agreement executed and delivered by each maker and each holder with respect to any of the BBF Note, the Subordinated Canadian Holdco Note, the Subordinated CBCL Note, and the Subordinated Dutch Holdco Note. 

“Material Contract” means, with respect to any Person, (a) each contract or agreement to which such Person or any
of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $5,000,000 or more (other than (x) purchase orders in the ordinary course of the business of such Person or such Subsidiary,
(y) contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days notice without penalty or premium and (z) leases of real property), (b) the Management
Agreement and (c) the Acquisition Agreement. 
 “Parallel Debt” has the meaning specified therefor in
Section 15.18(a) of the Agreement. 
 “Permitted Business” means any business similar in nature to
any business conducted by any Loan Party on the Senior Secured Note Closing Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by any
Loan Party on the Senior Secured Note Closing Date, in each case, as determined in good faith by Connors Holdco. 

“Permitted Intercompany Advances” means loans made by (a) a Borrower to its U.S./Canadian Subsidiaries that are
Loan Parties, (b) a U.S./Canadian Subsidiary of a Borrower that is a Loan Party to another U.S./Canadian Subsidiary of such Borrower that is also a Loan Party, (c) a non-Loan Party to another non-Loan Party, (d) U.S. Borrower to
Canadian Borrower so long as (at the time when made) no Event of Default has occurred and is continuing or would result therefrom, and (e) Canadian Borrower to U.S. Borrower so long as (at the time when made) no Event of Default has occurred
and is continuing or would result therefrom. 
 “Permitted Usage of Designated Excess Proceeds” means the use
of Designated Excess Proceeds relating to an Asset Sale (as defined in the Senior Secured Note Indenture) or an Event of Loss (as defined in the Senior Secured Note Indenture) within 360 days of receipt of such Designated Excess Proceeds to do any
of the following or any combination of the following: (a) to acquire all or substantially all of the assets of, or any Stock of, another Permitted Business, if, after giving effect to any such acquisition of Stock, the Permitted Business is or
becomes a Loan Party, (b) to make a capital expenditure in or that is used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of 







 
existing properties and assets in accordance with the provisions of the Senior Secured Note Indenture, or (c) to acquire other assets (other than inventory) that are used or useful in a
Permitted Business; provided, that a binding commitment shall be treated as a permitted application of Designated Excess Proceeds from the date of such commitment so long as the applicable Loan Party enters into such commitment with the good
faith expectation that such Designated Excess Proceeds will be applied to satisfy such commitment within 180 days of the end of such 360-day period and, in the event such Designated Excess Proceeds are applied within such 180-day period, or such
commitment is cancelled or terminated for any reason before the Designated Excess Proceeds are applied in connection therewith, then such Designated Excess Proceeds shall constitute Excess Proceeds (as defined in the Senior Secured Note Indenture).

 “Principal Obligations” means, with respect to the Dutch Security Documents, all present and future
Obligations (whether actual or contingent and whether owed jointly or severally) of the Loan Parties to the Loan Group (or any of them) under each or any of the Loan Documents. 

“Senior Secured Note” means the Senior Secured Notes due in December 2015 issued pursuant to the Senior Secured Note
Indenture. 
 “Senior Secured Note Closing Date” means the closing date of the initial issuance of the Senior
Secured Notes. 
 “Senior Secured Note Documents” means the Senior Secured Note Indenture and the agreements,
documents and instruments executed in connection therewith, including without limitation, the Senior Secured Notes. 

“Senior Secured Note Indebtedness” means the Indebtedness incurred by the Borrowers and BBCC and guarantied by the other
Loan Parties under the Senior Secured Note Documents in an aggregate principal amount not to exceed the lesser of (a) the aggregate principal amount of the Senior Secured Notes funded on the Senior Secured Note Closing Date, and
(b) $225,000,000 (such lesser amount, the “Senior Secured Note Principal Cap”). 
 “Senior Secured
Note Indenture” means the Indenture, dated December 2009, governing the Senior Secured Notes, by and among U.S. Borrower, BBCC, and Canadian Borrower, as Issuers, and Trustee, as amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof, and as permitted by the Agreement. 
 “Senior Secured Note
Intercreditor Agreement” means an Intercreditor Agreement, by and among the U.S. Agent, the Senior Term Loan Agent, and the Trustee. 

“Specified Lender” means any Person that is primarily engaged in investing in (a) Indebtedness of companies that
are either in default, under bankruptcy protection or in distressed financial condition or (b) high-yield bonds that are in default or equities that are in bankruptcy. 

“Stock Purchase Transaction” means the transfer in an aggregate amount not to exceed $1,800,000 by the Loan Parties
(through any direct or indirect, wholly-owned Subsidiary of Connors) to Connors, either in the form of a distribution or a repayment by the Loan Parties of all or a portion of the principal of any intercompany obligation between or among any direct
or 







 
indirect, wholly-owned Subsidiary of Connors, which aggregate amount shall be used by Connors to purchase the Stock of BB Co-Invest L.P. held by each of Plainfield Avalon Inc. and Kayne Anderson
Mezzanine Partners (QP), L.P. 
 “Subordinated Dutch Holdco Note” means that certain promissory note to be
issued on the Closing Date by Dutch Holdco, as maker, to CLDH, as payee, for C$109,697,325, which shall provide for all interest and principal to be payable on a maturity date that is the ninth anniversary of the Closing Date, and which shall be
subordinated in all respects to any payments due under any Loan Document. 
 “Third Amendment” means that
certain Consent and Third Amendment to Senior Revolving Credit Agreement dated as of December 3, 2009 by and among the Borrowers, and the Lender Group. 

“Trustee” means Deutsche Bank Trust Company Americas, in the capacity as the “Trustee” (as such term is
defined in the Senior Secured Note Indenture) and any other Person acting in a similar capacity under any amendment, restatement, supplement, replacement or refinancing thereof. 

“U.S./Canadian Subsidiary” means a Subsidiary that is organized under the laws of a state within the United States or a
province within Canada. 
 (b) Schedule 1.1 to the Credit Agreement is hereby amended by deleting the following defined
terms in their entirety: (i) Funds Flow Agreement, (ii) Senior Subordinated Note, (iii) Subordinated Agent, (iv) Subordinated Indebtedness, (v) Subordinated Lenders, (vi) Subordinated Loan Documents,
(vii) Subordinated Note Agreement, and (viii) Subordination Agreement. 
 (c) The definition of “Change of
Control” appearing in Schedule 1.1 to the Credit Agreement is hereby amended by (i) deleting the text “or” immediately preceding clause (e), (ii) deleting the text “;” immediately following clause
(e) and replacing such text with “, or”, and (iii) adding the following new clause (f) immediately following clause (e): 

“(f) Connors Holdco ceases to own, directly or indirectly, 100% of the Stock of (i) U.S. Borrower, (ii) Canadian Borrower,
and (iii) BBCC;”. 
 (d) The definition of “Loan Documents” appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by (i) deleting the reference to “the Subordination Agreement” appearing therein, (ii) replacing such reference with “the Senior Secured Note Intercreditor Agreement”, and
(iii) adding the reference to “the Cayman Security Documents, the Dutch Security Documents” immediately following the reference to “the Syndication Letter,”. 

(e) The definition of “Permitted Acquisitions” appearing in Schedule 1.1 to the Credit Agreement is hereby
amended by amending and restating clauses (c), (k) and (l) of such definition as follows: 
 “(c) Borrowers have
provided the Agents with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments 







 
arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the
combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by the Loan Parties and each Agent) created by adding the historical combined financial statements
of the Loan Parties (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be
acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition, Loan Parties and their respective Subsidiaries (i) would have been in compliance with the financial covenant in
Section 7 of the Agreement for the four (4) fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition (determined as if the Excess Availability Test had not been satisfied), and
(ii) are projected to be in compliance with the financial covenant in Section 7 for the four (4) fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition (determined as if the
Excess Availability Test had not been satisfied). 
 (k) the purchase consideration payable in respect of all Permitted
Acquisitions (including such Acquisition and including earn-out obligations and other deferred payment obligations) shall not exceed $35,000,000 in the aggregate; provided, however, that no more than $10,000,000 of the purchase consideration payable
in respect of any single Acquisition or series of related Acquisitions shall consist of Cash Consideration, and 
 (l) such
Acquisition is permitted under the Senior Secured Note Indenture, so long as such agreement, or any successor thereto, is still in force and effect.” 

(f) The definition of “Permitted Indebtedness” appearing in Schedule 1.1 to the Credit Agreement is hereby
amended by amending and restating clauses (g) and (m) of such definition as follows: 
 “(g) Senior Secured Note
Indebtedness and any Refinancing Indebtedness in respect thereof, 
 (m) Permitted Intercompany Advances and the Indebtedness
evidenced by (i) the BBF Note, (ii) the Subordinated CBCL Note, (iii) the Subordinated Canadian Holdco Note, and (iv) the Subordinated Dutch Holdco Note, so long as such Indebtedness is subject to the terms of the Intercompany
Subordination Agreement or Intercompany Note Subordination Agreement, as applicable,”. 
 (g) The definition of
“Permitted Investments” appearing in Schedule 1.1 to the Credit Agreement is hereby amended by (i) amending and restating clause (s) of such definition as follows and (ii) adding new clauses (t) and
(u) as follows: 
 “(s) Investments in another Person in an aggregate amount after the Closing Date not to exceed
$5,000,000 so long as (i) no Event of Default has occurred and is continuing or would result therefrom, and (ii) Excess Availability is at least $25,000,000 immediately after giving effect to such Investment, 







 (t) the Guaranty, dated as of November 16, 2009, issued by J. Douglas Hines, in favor
of U.S. Borrower, as amended, amended and restated, supplemented or modified from time to time, and 
 (u) the Second Lien
Pledge and Security Agreement, dated as of November 16, 2009, by and between J. Douglas Hines and U.S. Borrower, as amended, amended and restated, supplemented or modified from time to time, and all rights and remedies that U.S. Borrower has
with respect to the collateral thereunder (including the right to own, sell and/or hold collateral covered thereby).” 

(h) The definition of “Permitted Liens” appearing in Schedule 1.1 to the Credit Agreement is hereby amended by
amending and restating clause (c) of such definition as follows: 
 “(c) Liens in and to the Collateral held by
Trustee to secure the Senior Secured Note Indebtedness or any permitted Refinancing Indebtedness in respect of the Senior Secured Note Indebtedness, so long as such Indebtedness is the subject of the Senior Secured Note Intercreditor Agreement or
any other intercreditor agreement, taken as a whole, that is not in a manner materially adverse to the interests of the Lender Group and is satisfactory to U.S. Agent,”. 

(i) The definition of “Refinancing Indebtedness” appearing in Schedule 1.1 to the Credit Agreement is hereby
amended by amending and restating clauses (b) and (c) of such definition as follows: 
 “(b) such refinancings,
renewals, modifications, replacements, refundings or extensions do not result in an increase (except as a result of the imposition of the default rate of interest currently in effect) (i) in excess of 200 basis points in the interest rate with
respect to the Indebtedness (other than the Senior Secured Note Indebtedness) so refinanced, renewed, or extended and (ii) in the annual percentage interest rate to a rate greater than 11.50 percent per annum with respect to the Senior Secured
Note Indebtedness so refinanced, renewed, or extended, 
 (c) such refinancings, renewals, modifications, replacements,
refundings or extensions do not result in (a) a maturity date that is earlier than the maturity date of the Indebtedness so refinanced, renewed, or extended, or (b) a shortening of the average weighted maturity of the Indebtedness so
refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially more burdensome or restrictive to either Borrower,”. 

(j) The definition of “Refinancing Indebtedness” appearing in Schedule 1.1 to the Credit Agreement is hereby
amended by (i) deleting the text “and” immediately following clause (d), (ii) deleting the text “.” immediately following clause (e) and replacing such text with “, and”; and (iii) adding the
following new clause (f) immediately following clause (e): 
 “(f) such refinancings, renewals, modifications,
replacements, refundings or extensions in respect of the Senior Secured Note Indebtedness does not (in addition to any other restriction set forth in any other clause in this definition) (A) to the extent such refinanced,








 
renewed, modified, replaced, refunded or extended debt is secured, contravene the provisions of the Senior Secured Note Intercreditor Agreement; (B) increase the outstanding principal
balance of the Senior Secured Note Indebtedness to an amount that would exceed the Senior Secured Note Principal Cap, plus an amount equal to the unpaid accrued interest and premium thereon plus all other reasonable amounts paid and fees and
expenses incurred in connection with such refinancing, renewal, modification, replacement, refund or extension; (C) require interest to be paid more frequently than semi-annually; (D) change any covenant in a manner adverse to the Loan
Parties or the Lender Group thereunder (it being understood that any waiver of any default or event of default under the Senior Secured Note Indenture arising from the failure to comply with any covenant, in and of itself, shall not be deemed to be
adverse to the Loan Parties or the Lender Group) or add any covenant; (E) change any default or event of default under any Senior Secured Note Loan Document in a manner adverse to the Loan Parties or the Lender Group (it being understood that
any waiver of any such default or event of default in and of itself, shall not be deemed to be adverse to the Loan Parties or the Lender Group) or add any event of default; (F) change the redemption, mandatory prepayment, or defeasance
provisions thereof; or (G) increase the non-monetary obligations of Grantors thereunder to the Trustee or the holders of the Senior Secured Notes that would be adverse to the Loan Parties or the Lender Group.” 

(k) The definition of “Transactions” appearing in Schedule 1.1 to the Credit Agreement is hereby amended by
(i) deleting the phrase “and the Subordinated Note Agreement” appearing therein and (ii) replacing such phrase with “and the Senior Secured Note Indenture”. 

(l) Section 2.4(e)(i) of the Credit Agreement is hereby amended by (i) deleting the amount “$10,000,000”
appearing in clause (2) of the proviso and (ii) replacing such amount with “$15,000,000”. 
 (m)
Section 2.4(e) of the Credit Agreement is hereby amended by (i) deleting the “and” appearing at the end of clause (i) and adding an “and” at the end of clause (ii), (ii) deleting the phrase “the
Net Cash Proceeds of any” appearing at the end of the introductory clause of such section, (iii) adding the phrase “the Net Cash Proceeds of any” at the beginning of each of clauses (i) and (ii), and (iv) adding
the following new clause (iii) immediately following clause (ii): 
 “(iii) Designated Excess Proceeds, (A) U.S.
Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of such Designated Excess Proceeds (including condemnation awards and payments in lieu thereof)
received by any U.S. Loan Party or any of its Subsidiaries in connection with such sales or dispositions and (B) Canadian Borrower shall prepay the outstanding principal amount of the Obligations in accordance with
Section 2.4(f)(ii) in an amount equal to 100% of such Designated Excess Proceeds (including condemnation awards and payments in lieu thereof) received by any Canadian Loan Party or any of its Subsidiaries in connection with such sales or
dispositions; provided, however, that, U.S. Borrower or Canadian Borrower, as applicable, shall not be required prepay the outstanding principal amount of the Obligations pursuant to this Section 2.4(e)(iii) to the extent
that (I) such Designated Excess Proceeds are used to repay the outstanding principal balance of the Senior Term Loan Indebtedness, (II) such Designated Excess Proceeds are applied or invested in accordance with a Permitted Usage of Designated
Excess Proceeds, or (III) Borrowers would be permitted to use 







 
such Designated Excess Proceeds to make an optional prepayment in respect of the Senior Secured Note Indebtedness pursuant to Section 6.7(a)(i)(G) in an amount equal to such
Designated Excess Proceeds;” 
 (n) Section 2.4(f)(i) of the Credit Agreement is hereby amended by (i) deleting
the phrase “Section 2.4(e)(i)(A) and Section 2.4(e)(ii)(A)” and (ii) replacing such phrase with “Section 2.4(e)(i)(A), Section 2.4(e)(ii)(A), and Section 2.4(e)(iii)(A)”. 

(o) Section 2.4(f)(ii) of the Credit Agreement is hereby amended by (i) deleting the phrase “Section 2.4(e)(i)(B) and
Section 2.4(e)(ii)(B)” and (ii) replacing such phrase with “Section 2.4(e)(i)(B), Section 2.4(e)(ii)(B), and Section 2.4(e)(iii)(B)”. 

(p) Section 4.12 of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

 “4.12 Environmental Condition. Except as set forth on Schedule 4.12, (a) to each
Borrower’s knowledge, no Loan Party’s or its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release,
or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation of any applicable Environmental Law, except to the extent that any such violation could not reasonably be
expected to result in the incurrence by any Loan Party of any material liability, (b) to each Borrower’s knowledge, no Loan Party’s or its Subsidiaries’ properties or assets has ever been designated or identified by a
Governmental Authority in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has
attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written
order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. 

(q) Section 4.24 of the Credit Agreement is hereby amended by (i) deleting the reference to “Subordinated Loan
Documents” appearing in clauses (a), (b), (c) and (d) of such section and replacing each such reference with “Senior Secured Note Documents”, (ii) deleting clause (e) in its entirety, and (iii) adding the
following new clauses (e), (f), (g), (h), (i), and (j) immediately following clause (d): 
 “(e) Connors Holdco is a
holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of CLDH, Dutch
Holdco, and Stinson) or engage in any operations or business (other than the ownership of CLDH, Dutch Holdco, and Stinson and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative
activities). 







 (f) BBCC does not have any material liabilities (other than liabilities arising under the
Loan Documents, the Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets or engage in any operations or business (other than administrative activities). 

(g) CLDH is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the
Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of Dutch Holdco and the Subordinated Dutch Holdco Note and any payments in connection with the Subordinated Dutch Holdco Note) or engage
in any operations or business (other than the ownership of Dutch Holdco and its Subsidiaries, ownership of the Subordinated Dutch Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities).

 (h) Dutch Holdco is a holding company and does not have any material liabilities (other than liabilities arising under the
Loan Documents, the Senior Term Loan Documents, the Senior Secured Note Documents or the Subordinated Dutch Holdco Note), own any material assets (other than the Stock of the Clover Leaf Seafood 2 and Clover Leaf Seafood) or engage in any operations
or business (other than the ownership of Clover Leaf Seafood 2 and Clover Leaf Seafood and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities). 

(i) Clover Leaf Seafood 2 does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior
Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Subordinated Canadian Holdco Note and any payments in connection with the Subordinated Canadian Holdco Note) or engage in any operations or business
(other than the ownership of the Subordinated Canadian Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities). 

(j) Clover Leaf Seafood is a holding company and does not have any material liabilities (other than liabilities arising under the Loan
Documents, the Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of Canadian Holdco and Sea Value Limited) or engage in any operations or business (other than the ownership of Canadian
Holdco and Sea Value Limited and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities).” 

(r) Section 4.26 of the Credit Agreement is hereby amended by amending and restating clause (b) in its entirety as
follows: 
 “(b) Borrowers have delivered to U.S. Agent a complete and correct copy of the Senior Secured Note Documents
and the Subordinated Canadian Holdco Note, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Senior Secured Note Documents and the Subordinated Canadian Holdco Note have been duly authorized by all
necessary action on the part of the Loan Parties that are parties thereto. Each Senior Secured Note Document and the Subordinated Canadian Holdco Note are the legal, valid 







 
and binding obligation of the Loan Parties that are parties thereto, enforceable against such Loan Party in accordance with its terms, in each case, except (i) as may be limited by general
principles of equity and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights generally and (ii) the availability
of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Senior Secured Note Closing Date, no Loan Party is in default in
the performance or compliance with any provisions thereof. As of the Senior Secured Note Closing Date, all representations and warranties made by a Loan Party in the Senior Secured Note Documents and the Subordinated Canadian Holdco Note and in the
certificates delivered in connection therewith are true and correct in all material respects (except to the extent that such representations and warranties relate solely to an earlier date).” 

(s) Section 4.33 of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

 “4.33 Senior Debt, Etc. To the extent that any of the Senior Secured Notes are outstanding and the Senior
Secured Notes are secured, the intercreditor provisions of the Senior Secured Note Intercreditor Agreement are and will be enforceable against the holders of the Senior Secured Note Indebtedness to which the Senior Secured Note Intercreditor
Agreement relates. Subject to the terms of the Senior Secured Note Intercreditor Agreement, any Lien with respect to the Collateral securing any Obligations now or hereafter held by or on behalf of, or created for the benefit of, U.S. Agent or any
Lender or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the Collateral securing any Senior Secured Note Indebtedness. Borrowers acknowledge that Agents and Lenders are extending their
Commitments, in reliance upon the intercreditor provisions of the Senior Secured Note Intercreditor Agreement and this Section 4.33.” 

(t) Section 5.7 of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

 “5.7 Inspection. Permit each Agent and each of its duly authorized representatives or agents to visit any
of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at
such reasonable times and intervals as such Agent may designate during normal business hours and, so long as no Event of Default is continuing, with reasonable prior notice to the applicable Borrower; provided, however, that, so long as no Event of
Default shall have occurred and be continuing, the Loan Parties collectively shall not be obligated to reimburse the Agents and the Senior Term Loan Agent collectively for more than 2 audits and 1 appraisal during any fiscal year.” 

(u) Section 5.11 of the Credit Agreement is hereby amended by adding the following sentence at the end of such section:

 “In addition to the foregoing requirements, promptly upon request by U.S. Agent, and in any event within the time
periods set forth above, the Loan Parties shall use their 







 
commercially reasonable efforts to take such other actions, including the granting of Liens on such assets or additional Collateral described above to the Trustee, that are reasonably requested
by U.S. Agent to permit U.S. Agent to obtain a Lien on such assets or additional Collateral described pursuant to the Senior Secured Note Intercreditor Agreement.” 

(v) Section 5.12 of the Credit Agreement is hereby amended by adding the following sentence at the end of such section:

 “In addition to the foregoing requirements, promptly upon request by U.S. Agent, the Loan Parties shall use their
commercially reasonable efforts to take such other actions, including the granting of Liens on such assets or additional Collateral described above to the Trustee, that are reasonably requested by U.S. Agent to permit U.S. Agent to obtain a Lien on
such assets or additional Collateral pursuant to the Senior Secured Note Intercreditor Agreement.” 
 (w)
Section 6.3(a) of the Credit Agreement is hereby amended by amending and restating such section in its entirety as follows: 

“(a) In any transaction or series of transactions, enter into any merger, amalgamation, consolidation, reorganization, or
recapitalization, or reclassify its Stock, except for (i) any merger, amalgamation, consolidation, reorganization or recapitalization among any Loan Parties, provided that a Borrower must be the surviving entity of any such merger or
amalgamation to which it is a party and no merger may occur among any of Canadian Holdco, Stinson, BB Holdings and any Borrower, (ii) any merger between Loan Parties and Subsidiaries of any Loan Party that are not Loan Parties so long as such
Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Loan Party that are not Loan Parties,”. 

(x) Section 6.7(a) of the Credit Agreement is hereby amended by (i) deleting the parenthetical appearing in clause
(i)(E) of such section and the proviso appearing in clause (ii) of such section; (ii) deleting the text “and” immediately following clause (i)(E); and (iii) adding the following new clauses (G) and (H) immediately
following clause (F) of Section 6.7(a)(i): 
 “(G) prepayments in respect of the Senior Secured Note
Indebtedness so long as (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) (Y) with respect to prepayments of the Senior Secured Note Indebtedness that are proposed to be made before the
first anniversary of the Senior Secured Note Closing Date, the outstanding principal balance of the Senior Term Loan Indebtedness does not exceed $21,375,000, or (Z) with respect to prepayments of the Senior Secured Note Indebtedness that are
made on or after the first anniversary of the Senior Secured Note Closing Date, the outstanding principal balance of the Senior Term Loan Indebtedness has been paid in full (other than unasserted contingent indemnification obligations),
(iii) Borrowers have at least $35,000,000 of Excess Availability after giving effect thereto, and (iv) immediately preceding such proposed payment, the Company has a Fixed Charge Coverage Ratio of at least 1.0:1.0 for the 12 month period
ended as of the last day of the month immediately preceding such proposed payment, and (H) payments of principal in respect of any loans by a Loan Party to another Loan Party that are evidence by a note to the extent that such payments would be
permitted to be made as a distribution pursuant to 







 
Section 6.9(b), (c), (e), and (i) (provided that any such payments made pursuant to this clause (H) shall be deemed to constitute distributions pursuant
to the applicable provision of Section 6.9 for all purposes under this Agreement)”. 
 (y)
Section 6.7(b)(i)(E) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(E)
Senior Secured Note Documents; provided that the terms and provisions of the Senior Secured Note Documents shall not be directly or indirectly, amended, modified, or changed to the extent that any such amendment, modification or change would:
(s) contravene the provisions of the Senior Secured Note Intercreditor Agreement; (t) increase the outstanding principal amount of the Senior Secured Note Indebtedness to an amount that would exceed the Senior Secured Note Principal Cap;
(u) result in an increase in the annual percentage interest rate to a rate greater than 11.50 percent per annum (except as a result of the imposition of the default rate of interest currently in effect); (v) require interest to be paid
more frequently than semi-annually; (w) change any covenant in a manner adverse to the Loan Parties or the Lender Group thereunder (it being understood that any waiver of any default or event of default under the Senior Secured Note Indenture
arising from the failure to comply with any covenant, in and of itself, shall not be deemed to be adverse to the Loan Parties or the Lender Group) or add any covenant; (x) change any default or event of default under any Senior Secured Note
Loan Document in a manner adverse to the Loan Parties or the Lender Group (it being understood that any waiver of any such default or event of default in and of itself, shall not be deemed to be adverse to the Loan Parties or the Lender Group) or
add any event of default; (y) change the redemption, mandatory prepayment, or defeasance provisions thereof; or (z) increase the non-monetary obligations of Grantors thereunder to the Trustee or the holders of the Senior Secured Notes that
would be adverse to the Loan Parties or the Lender Group,”. 
 (z) Section 6.9 of the Credit Agreement is
hereby amended by (i) deleting the text “and” immediately following clause (h); (ii) deleting the text “.” immediately following clause (i) and replacing it with “; and” and by adding “Connors
Holdco, BBCC, CLDH, Dutch Holdco, Clover Leaf Seafood, Clover Leaf Seafood 2,” immediately prior to each instance where the name “Connors” is used in clause (i); and (iii) adding the following new clause (j) immediately
following clause (i): 
 “(j) so long as (i) no Event of Default shall have occurred and be continuing or would result
therefrom (ii) the Senior Term Loan Indebtedness has been paid in full (other than unasserted contingent indemnification obligations), (iii) Borrowers have at least $35,000,000 of Excess Availability after giving effect to any distribution
pursuant to this clause (j), and (iv) the Company has a Fixed Charge Coverage Ratio of 1.0:1.0 for the 12 month period ended as of the last day of the month immediately preceding such proposed distribution, the Loan Parties may make
distributions to their shareholders to the extent that the amount of such proposed distribution does not exceed the then extant amount of the Available Basket.” 







 (aa) Section 6.12 of the Credit Agreement is hereby amended by (i) deleting
the phrase “enter into” and (ii) replacing such phrase with the following phrase: 
 “enter into, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan,
advance or guarantee with, or for the benefit of, any Affiliate of any Loan Party,”. 
 (bb) Section 6.14 of the
Credit Agreement is hereby amended by (i) deleting the reference to “Subordinated Loan Documents” appearing in clauses (a), (b), (c), and (d) of such section and replacing such reference with “Senior Secured Note Loan
Documents”, and (ii) adding the following new clauses (f), (g), (h), (i), (j) and (k) immediately following clause (e): 

“(f) Permit Connors Holdco to have any material liabilities (other than taxes and liabilities arising under the Loan Documents, the
Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of CLDH, Dutch Holdco, and Stinson) or engage in any operations or business (other than the ownership of CLDH, Dutch Holdco, and Stinson
and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities). 

(g) Permit BBCC to have any material liabilities (other than taxes and liabilities arising under the Loan Documents, the Senior Term Loan
Documents, or the Senior Secured Note Documents), own any material assets or engage in any operations or business (other than administrative activities). 

(h) Permit CLDH to have any material liabilities (other than taxes and liabilities arising under the Loan Documents, the Senior Term Loan
Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of Dutch Holdco and the Subordinated Dutch Holdco Note and payments received with respect to the Subordinated Dutch Holdco Note) or engage in any
operations or business (other than the ownership of Dutch Holdco and its Subsidiaries, ownership of the Subordinated Dutch Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities). 

(i) Permit Dutch Holdco to have any material liabilities (other than taxes and liabilities arising under the Loan Documents, the Senior
Term Loan Documents, the Senior Secured Note Documents or the Subordinated Dutch Holdco Note), own any material assets (other than the Stock of the Clover Leaf Seafood 2 and Clover Leaf Seafood) or engage in any operations or business (other than
the ownership of Clover Leaf Seafood 2 and Clover Leaf Seafood and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities). 

(j) Permit Clover Leaf Seafood 2 to have any material liabilities (other than taxes and liabilities arising under the Loan Documents, the
Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Subordinated Canadian Holdco Note and payments received with respect to the Subordinated Canadian Holdco Note) or engage in any operations or
business (other than the ownership of the Subordinated Canadian Holdco Note and activities reasonably related thereto, including, but not limited to, administrative activities). 







 (k) Permit Clover Leaf Seafood to have any material liabilities (other than taxes and
liabilities arising under the Loan Documents, the Senior Term Loan Documents, or the Senior Secured Note Documents), own any material assets (other than the Stock of Canadian Holdco and Sea Value Limited) or engage in any operations or business
(other than the ownership of Canadian Holdco and Sea Value Limited and their respective Subsidiaries and activities reasonably related thereto, including, but not limited to, administrative activities).” 

(cc) Section 8.13 of the Credit Agreement is hereby amended by amending and restating such section in its entirety as
follows: 
 “8.13 If, to the extent that the Senior Secured Notes are outstanding and are secured, any of the Obligations
for any reason shall cease to be “Senior ABL Obligations” (or any comparable terms) under, and as defined in the Senior Secured Note Intercreditor Agreement, or under any replacement intercreditor agreement, (b) any Indebtedness other
than the Obligations (and other than any Indebtedness as to which both the Lien priority and the rights to payment in respect to such Indebtedness have been contractually subordinated to the Obligations, in each case on terms and conditions
reasonably satisfactory to the Agents and the Required Lenders) shall constitute “Senior ABL Obligations” (or any comparable term) under, and as defined in the Senior Secured Note Intercreditor Agreement, or under any replacement
intercreditor agreement, (c) any holder of any Lien that has been contractually subordinated shall fail to perform or comply with any of the subordination or intercreditor provisions of the Senior Secured Note Intercreditor Agreement or with
the subordination or intercreditor provisions of any replacement intercreditor agreement in a manner materially adverse to the interests of the Lender Group, or (d) any of the Obligations shall, in whole or in part (other than pursuant to its
terms), terminate or cease to constitute the “Senior ABL Obligations” (or any comparable term) under, and as defined in the Senior Secured Note Intercreditor Agreement, or under any replacement intercreditor agreement.” 

(dd) Section 8.14 of the Credit Agreement is hereby amended by amending and restating such section in its entirety as
follows: 
 “8.14 If any subordinated Indebtedness is outstanding, (a) any of the Obligations for any reason shall
cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, any document evidencing or governing any Indebtedness that has been contractually subordinated in right of
payment to the Obligations, (b) any Indebtedness other than the Obligations (and other than any Indebtedness as to which both the Lien priority and the rights to payment in respect to such Indebtedness have been contractually subordinated to
the Obligations, in each case on terms and conditions reasonably satisfactory to the Agents and the Required Lenders) shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, any document
evidencing or governing any Indebtedness that has been contractually subordinated in right of payment to the Obligations, (c) any holder of any Indebtedness that has been contractually subordinated in right of payment to the Obligations shall
fail to perform or comply with any of the subordination or intercreditor provisions of the documents evidencing or governing such Indebtedness (if any) or with the subordination or intercreditor provisions of any applicable subordination agreement
in a manner materially adverse to the interests of the Lender Group, or (d) the subordination or intercreditor provisions (if any) of any document evidencing or governing any Indebtedness that








 
has been contractually subordinated in right of payment to the Obligations shall, in whole or in part (other than pursuant to its terms), terminate, cease to be effective or cease to be legally
valid, binding and enforceable against any holder of such Indebtedness.” 
 (ee) The last paragraph of
Section 9.1 of the Credit Agreement is hereby amended by (i) deleting the reference to “(x)”, (ii) deleting the “and” appearing before the reference to “(y)”, and (iii) deleting clause
(y) in its entirety. 
 (ff) Section 14.1 of the Credit Agreement is hereby amended by (i) deleting the
reference to “Subordination Agreement” appearing in clause (e) of such section and (ii) replacing such reference with “Senior Secured Note Intercreditor Agreement”. 

(gg) Section 15.1 of the Credit Agreement is hereby amended by amending and restating it in its entirety as follows:

 “15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints WFF as its agent
under this Agreement and the other Loan Documents, each Canadian Lender hereby designates and appoints WFFC as its agent under this Agreement and the other Loan Documents, and, subject to the terms of Section 14.1, each Lender hereby
irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each Agent to execute and deliver each of the other Loan Documents on its behalf and to take such
other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto. Each Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. The provisions of this
Section 15 are solely for the benefit of each Agent and the Lenders, and the Loan Parties and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the
contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, no Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall any Agent have or be
deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against any Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting
parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) U.S. Agent to act as the secured party under each of the Loan Documents that create a Lien on any
item of Collateral. Except as expressly otherwise provided in this Agreement, each Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking
any actions that such Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or 







 
of any other provision of the Loan Documents that provides rights or powers to either Agent, Lenders agree that (a) U.S. Agent shall have the right to exercise the following powers as long
as this Agreement remains in effect: (i) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties and their respective
Subsidiaries, and related matters, (ii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the
Loan Documents, (iii) make U.S. Advances, for itself or on behalf of U.S. Lenders, as provided in the Loan Documents, (iv) exclusively receive, apply, and distribute the Collections of Loan Parties and their respective Subsidiaries as
provided in the Loan Documents, (v) open and maintain such bank accounts and cash management arrangements as U.S. Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the
Collateral and the Collections of the Loan Parties and their respective Subsidiaries, (vi) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties or their respective
Subsidiaries, the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (vii) incur and pay such Lender Group Expenses as U.S.
Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents, and (b) Canadian Agent shall have the right to exercise the following powers as long as this Agreement
remains in effect: (i) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, and related
matters, (ii) make Canadian Advances, for itself or on behalf of Canadian Lenders, as provided in the Loan Documents, (iii) exclusively receive, apply, and distribute the Collections of Loan Parties and their respective Subsidiaries as
provided in the Loan Documents, (iv) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties or their respective Subsidiaries, the Obligations, the Collateral, the Collections of
Loan Parties and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (v) incur and pay such Lender Group Expenses as Canadian Agent may deem necessary or appropriate for the performance and
fulfillment of its functions and powers pursuant to the Loan Documents.” 
 (hh) Section 15 of the Credit
Agreement is hereby amended by adding the following new Section 15.18 immediately following Section 15.17: 

“15.18 Parallel Debt. With respect to the Dutch Security Documents, 

(a) solely for purposes of Dutch law, each Borrower irrevocably and unconditionally undertakes to pay to WFF an amount equal to the
aggregate of all Principal Obligations due and payable but unpaid (the “Parallel Debt”); 
 (b) the Parallel
Debt constitutes obligations and liabilities of each Borrower to WFF which are separate and independent from, and without prejudice to, the Principal Obligations and the Parallel Debt represents WFF’s own independent right to receive payment of
the Parallel Debt from each Borrower; 







 (c) notwithstanding Section 15.18(b), if WFF receives or recovers any amount in
respect of (i) the Parallel Debt, the Principal Obligations decrease by that amount as if that amount was received or recovered directly in payment of the Principal Obligations and, for the avoidance of doubt, (ii) the Principal
Obligations, the Parallel Debt decreases by that amount as if that amount had been received or recovered directly in payment of the Parallel Debt; 

(d) the parties acknowledge and confirm that the provisions contained in this Section 15.18 shall not be interpreted so as to
increase the maximum total amount of the Principal Obligations under the Loan Documents; and 
 (e) no Borrower shall repay or
prepay Parallel Debt if and as long as it owes Principal Obligations, unless directed to do so by WFF and such Borrower is otherwise required to repay or prepay the Principal Obligations hereunder.” 

(ii) Exhibit S-1 to the Credit Agreement is hereby deleted in its entirety. 

(jj) Item (4) of Schedule P-4 to the Credit Agreement is hereby amended by amending and restating such item in its entirety
as follows: 
 “4. Planned sale, transfer, gift, donation, abandonment or other disposition of Augusta real property (1697
Olive Road) and 1621/1577/1565/1600/1570 15th Street (“Augusta Properties”) together with the sale or donation of any material and equipment stored at the Augusta Property;” 

(kk) Schedules 4.7(b), 4.12, 4.13, 4.15 and 4.17 to the Credit Agreement are hereby amended by
(i) deleting such schedules in their entirety and (ii) inserting the Schedules 4.7(b), 4.12, 4.13, 4.15 and 4.17 attached hereto as Exhibit B in lieu thereof. 

(ll) Schedule 5.1 to the Credit Agreement is hereby amended by amending and restating clause (m) in its entirety as follows:

 “(m) copies of any material notices, statements, reports or other written communications that any Loan Party or any of
its Subsidiaries executes, receives or delivers in connection with any Senior Term Loan Document, to the extent not otherwise provided and other than any notices, statements, reports or schedules specified on Schedule 5.1 of the Senior Term Loan
Credit Agreement, or any Senior Secured Note Document, to the extent not otherwise provided.” 
 3. Waiver. Subject to the
satisfaction of the conditions precedent set forth in Section 5 below and notwithstanding anything to the contrary contained in the Credit Agreement, Agents and the Lenders hereby waive any non-compliance by Borrowers of the covenant set
forth in Section 5.18(a) of the Credit Agreement and the consequences, if any, from any such non-compliance (including without limitation any Event of Default that may have resulted therefrom). 

4. Consents. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, notwithstanding anything to the
contrary contained in any Loan Document, Agents and the Lenders hereby consent to the Designated Transactions. 







 5. Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment
(and the Consent contained within this Amendment) is subject to the fulfillment, to the reasonable satisfaction of each Agent (or a written waiver by such Agent) of each of the following conditions: 

(a) Each Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;

 (b) U.S. Agent shall have received, in immediately available funds, the Third Amendment Fee referred to in Section 9(b)
hereof; 
 (c) Each Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly
executed and delivered by an authorized official of each Guarantor; 
 (d) Each Agent shall have received an amendment to the
Fee Letter, duly executed by the parties to the Fee Letter, and the same shall be in full force and effect; 
 (e) Each Agent
shall have received the Intercompany Note Subordination Agreement, duly executed by the parties thereto, and the same shall be in full force and effect; 

(f) Each Agent shall have received amendments to the Senior Term Loan Credit Agreement, duly executed by the parties to the Senior Term
Loan Credit Agreement, and the same shall be in full force and effect; 
 (g) Each Agent shall have received the joinder
documents and supplements that are required to be executed by Connors Holdco, CLDH and BBCC pursuant to the terms of the Loan Documents, which in each case shall be in form and substance reasonably satisfactory to the Agents; 

(h) Each Agent shall have received the Senior Secured Note Intercreditor Agreement, and the same shall be in full force and effect;

 (i) Each Agent shall have received copies of the Senior Secured Note Documents, certified as true and correct copies thereof
by an Authorized Person of the Borrowers; 
 (j) The transactions contemplated by the Senior Secured Note Documents shall have
been consummated and a portion of the proceeds of Senior Secured Notes shall have been used in respect of the Designated Subordinated Indebtedness Prepayment and the Designated Term Loan Prepayment; 

(k) After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); 

(l) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, any Agent, or any Lender; and 







 (m) After giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing or shall result from the consummation of the transactions contemplated herein. 
 6. Representations and
Warranties. Each Borrower hereby represents and warrants to the Agents and the Lenders as follows: 
 (a) The execution,
delivery, and performance by it of this Amendment and the other Loan Documents to which it is a party (i) have been duly authorized by all necessary action, (ii) do not and will not (A) violate any material provision of any law or
regulation applicable to it or its Subsidiaries, the Governing Documents of it or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (B) conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of it or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably
be expected to have a Material Adverse Change, or (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iii) require any approval of any
Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and, in the case of Material
Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change. 

(b) The execution, delivery, and performance by it of this Amendment do not and will not require any registration with, consent, or
approval of, or notice to, or other action with or by, any Governmental Authority, other than (i) consents or approvals that have been obtained and that are still in force and effect, (ii) filings and recordings with respect to the
Collateral to be made, or otherwise delivered to the U.S. Agent for filing or recordation, and (iii) consents, approvals, notices or other action, the failure to obtain or make could not reasonably be expected to be material to the business of
the Loan Parties taken as a whole. 
 (c) This Amendment, and each other Loan Document to which it is or will be a party, when
duly executed and delivered by it, will be the legally valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its respective terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. 

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower or any Guarantor. 

(e) No Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Amendment. 







 (f) The representations and warranties set forth in this Amendment, the Credit Agreement, as
amended by this Amendment and after giving effect hereto, and the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date). 
 7. Covenant. Borrowers hereby covenant and agree that the Loan
Parties shall and shall cause each of their Subsidiaries to comply with the following covenants, it being understood that the failure to comply with any such covenant shall constitute an immediate Event of Default: 

(a) on or prior to March 31, 2010, Agents shall have received evidence, in form and substance reasonably satisfactory to each Agent,
that the Mexican Subsidiaries have been dissolved and the proceeds thereof shall have been distributed to the Loan Parties; and 

(b) on or prior to January 31, 2010, Agents shall have received the Dutch Security Documents and the legal opinions in respect
thereof, which in each case shall be in form and substance reasonably satisfactory to the Agents. 
 8. Acknowledgments. Each Borrower
hereby 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 Borrower (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. Each Borrower hereby 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 Borrower, and each is in full force and effect as of the date hereof, (ii) the agreements and
obligations of each Borrower contained in such documents and in this Agreement constitute the legal, valid and binding obligations of such Borrower and guaranteed indebtedness of the Borrowers, enforceable against such Borrower 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.

 9. Payment of Costs and Fees. 

(a) Borrowers shall pay to each Agent all reasonable out-of-pocket costs and expenses incurred in connection with the preparation,
negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto, including the reasonable fees and expenses of any attorneys retained by any Agent other than the allocated costs of internal counsel.

 (b) On or before the date hereof, Borrower shall pay to Agent, for the ratable benefit (in accordance with their respective
Pro Rata Shares) of the Lenders who have executed this Amendment on or before noon (California time) on November 30, 2009, an amendment fee equal to 0.15% of the aggregate amount of the Commitments of the Lenders that have executed this
Amendment (“Third Amendment Fee”) in immediately available funds. Such Third Amendment Fee shall be fully earned and non-refundable on the date hereof. 







 10. Choice of Law. This Amendment and the rights of the parties hereunder, shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 

11. Amendments. This Amendment cannot be altered, amended, changed or modified in any respect or particular unless each such alteration,
amendment, change or modification shall have been agreed to by each of the parties and reduced to writing in its entirety and signed and delivered by the Borrowers and the Required Lenders. 

12. Counterpart Execution. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 
 13. Effect on Loan
Documents. 
 (a) The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force
and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or
waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. The waivers, consents and modifications herein are limited to the specifics hereof (including facts or occurrences on which the same
are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall not excuse any non-compliance with the Loan Documents (other than as specified herein), and shall not operate as a consent to
any matter under the Loan Documents (other than as specified herein). Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect.
Except as provided herein, the execution, delivery and performance of this Amendment shall not operate as a waiver of or as an amendment of, any right, power or remedy of the Lenders in effect prior to the date hereof. The amendments set forth
herein are limited to the specifics hereof and shall neither excuse any future non-compliance with the Credit Agreement, nor operate as a waiver of any Default or Event of Default. To the extent any terms or provisions of this Amendment conflict
with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. 
 (b)
Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to “the 







 
Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified and amended hereby. 
 (c) To the extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit
Agreement as modified or amended hereby. 
 (d) This Amendment is a Loan Document. 

(e) Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the
singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.

 14. Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute
the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express
or implied, oral or written. 
 15. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of
the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 

16. Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the
remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

[signature pages follow] 







 IN WITNESS WHREOF, the parties have entered into this Amendment as of the date first
above written. 
  

			
	 BUMBLE BEE FOODS, LLC

	 a Delaware limited liability company,

as U.S. Borrower

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President & CFO
	
	CONNORS BROS. CLOVER LEAF
	 SEAFOODS COMPANY

a Nova Scotia unlimited company
 as Canadian
Borrower

		
	By:	 	 /s/ Kent McNeil

	Name:	 	Kent McNeil
	Title:	 	Executive Vice President & CFO










			
	WELLS FARGO FOOTHILL, LLC,
	 a Delaware limited liability company,

as U.S. Agent and as a Lender

		
	By:	 	 /s/ Amy L. Newman

	Name:	 	Amy L. Newman
	Title:	 	Vice President
	
	 WELLS FARGO FOOTHILL CANADA ULC,

an Alberta unlimited company,
 as Canadian Agent
and as a Lender

	
		
	By:	 	 /s/ Sanat Amladi

	Name:	 	Sanat Amladi
	Title:	 	Vice President










			
	U.S. BANK NATIONAL ASSOCIATION
	as Documentation Agent and as a Lender
		
	By:	 	 /s/ Jeffrey D. Patton

	Name:	 	Jeffrey D. Patton
	Title:	 	Assistant Vice President
	
	U.S. BANK NATIONAL ASSOCIATION,
	 CANADA BRANCH,

as a Lender

		
	By:	 	 /s/ Paul Rodgers

	Name:	 	Paul Rodgers
	Title:	 	Principal Officer










			
	 UNION BANK, N.A., formerly known as

	 UNION BANK OF CALIFORNIA, N.A.

	as a Lender
		
	By:	 	 /s/ Peter Ehlinger

	Name:	 	Peter Ehlinger
	Title:	 	Vice President
	
	 UNION BANK, CANADA BRANCH

formerly known as UNION BANK OF

	 CALIFORNIA, CANADA BRANCH

as a Lender

		
	By:	 	 /s/ Phil Taylor

	Name:	 	Phil Taylor
	Title:	 	Senior Vice President










			
	PNC BANK, NATIONAL ASSOCIATION
	as a Lender
		
	By:	 	 /s/ Steve Roberts

	Name:	 	Steve Roberts
	Title:	 	Vice President
	
	 PNC BANK CANADA BRANCH,

as a Lender

		
	By:	 	 /s/ Mike Danby

	Name:	 	Mike Danby
	Title:	 	Assistant Vice President









 Exhibit A 

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 Consent and Amendment Number Three to Credit Agreement dated as of December 3, 2009 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; 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. 

[signature pages follow] 







 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:	 	  

	Name:	 	  

	Title:	 	  

	
	 BUMBLE BEE HOLDINGS, INC.

formerly known as Castleberry’s Food Company,

a Georgia corporation

	
		
	By:	 	  

	Name:	 	  

	Title:	 	  











			
	
	 BB ACQUISITION (PR)

a Delaware limited partnership

		
	 By:
	 	 Bumble Bee International (PR), Inc.,

its general partner

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	 BUMBLEBEE INTERNATIONAL (PR), INC.,

an exempted company incorporated with limited liability under the laws of the Cayman Islands

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	 COVER LEAF HOLDINGS COMPANY,

a Nova Scotia unlimited company

		
	By:	 	  

	Name:	 	  

	Title:	 	  











			
	 6162410 CANADA LIMITED,

a corporation formed under the federal laws of Canada

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	 K.C.R. FISHERIES LTD.,

a corporation formed under the laws of New Brunswick

	
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 Exhibit B 







 Schedule 4.7 

Litigation 

Proposition 65: 
 People v. Tri-Union
Seafoods, LLC et al., Court of Appeal of the State of California, First Appellate District, case No. A116792. On June 21, 2004, the Attorney General of California filed a lawsuit against, among other defendants, Bumble Bee Foods under
California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) alleging that the defendants failed to warn consumers that albacore and light meat tuna contain methylmercury. On May 11, 2006, a California
Superior Court judge ruled in favor of the tuna industry on all counts and ordered that all causes of action against the defendants be dismissed. On January 18, 2007, the attorney general filed a notice of appeal of such ruling. On
March 11, 2009, the California Court of Appeals affirmed the trial court’s finding that methyl mercury in the oceans is naturally occurring thus removing canned tuna from the scope of Proposition 65. The State of California had until
April 20, 2009 to make a further appeal on this matter, but did not do so. 
 Customs and Border Protection Action: 

In October 2006, US Customs and Border Control informed Bumble Bee that certain imports of tuna loins were subject to duties at higher rates than claimed
by Bumble Bee. Bumble Bee has filed administrative protests locally and a request for additional review at customs headquarters. This matter would not be covered by insurance 

Product Liability Claims relating to Recall 

Ohio 
 David Scarlett A
complaint was filed on July 16, 2008 by counsel representing Mr. Scarlett in Ohio who alleges to have contracted botulism from a Castleberry’s product. Bumble Bee filed an answer on August 29, 2008. This matter has been settled.

 Indiana 
 Charles and
Sandra Trammel Bumble Bee has been contacted by counsel representing Mr. and Mrs. Trammel in Indiana who allege to have contracted botulism from a Castleberry product. 

This matter has been settled. 
 California

 Justin Hazzard and Cynthia Writer A complaint was served on Bumble Bee on February 1, 2008 by counsel representing two
individuals in California who allege to have contracted botulism from a Castleberry product. Bumble Bee filed an answer on May 7, 2008. This matter has been settled. 







 New Mexico 

Estate of Christopher Caffrey A complaint was served on Bumble Bee on July 7, 2008 and on Castleberry’s Food Company on
June 30, 2008 by counsel representing the sister of a deceased individual in New Mexico. An answer was filed on behalf of both Bumble Bee and Castleberry’s on July 30, 2008. This matter has been settled. 

USDA Notice of Violation 
 In late March
2008, the USDA’s Food Safety and Inspection Service (“FSIS”) sent Notices of Alleged Violation to Bumble Bee/Castleberry relating to alleged conduct that occurred prior to the July 2007 recall. The Notice alleged violation of the
Federal Meat Inspection Act and indicate that FSIS is considering referring Bumble Bee/Castleberry’s to a US Attorney for criminal prosecution. On May 2, 2007, Bumble Bee/Castleberry filed a written response to FSIS demonstrating why no
such referral should be made. This matter was not referred to the US Attorney for criminal prosecution. 
 Environmental 

Please refer to Schedule 4.12 







 Schedule 4.12 

Environmental Matters 

1. Blacks Harbour, New Brunswick. The Fund received a “Warning Respecting an Alleged Violation,” dated April 28, 2008, from the
federal Ministry of the Environment (“Environment Canada”) following an inspection of the canning plant in Blacks Harbour, New Brunswick on October 22, 2007. This warning, which was issued pursuant to the federal
Fisheries Act, advises that: “information gathered during an inspection of your facility . . . gives me reasonable grounds to believe that Connors Bros. and its responsible officials are in violation of . . . the Fisheries Act.” It is
alleged that effluent discharged through the sewer outfall from the plant was deleterious to fish. On August 14, 2008 the Fund and certain staff members received an Inspector’s Direction issued under the Fisheries Act (the
“Inspector’s Direction”). The Inspector’s Direction relates to the same alleged facts which are set out in the warning, and states that the samples collected were found to be “deleterious to fish,” and
“an impairment of the local environmental quality.” The Inspector’s Direction directs the Fund and named staff member to take measures which include the preparation and submission to Environment Canada of a detailed action plan,
detailed progress reports and a final “completion report”. The Fund has been working with Environment Canada to resolve this matter. In that regard, Environment Canada has approved of the Fund’s plans to build a wastewater treatment
plant, which includes pre-treatment of the Fund’s effluent. Construction of the wastewater treatment plant is scheduled to begin first quarter 2010. 

2. Cape May, New Jersey. In August 2008, material appearing to be hydrocarbon based was seen in the areas of the warehouse loading dock. This area
is below grade and has a sump system to remove accumulated rainwater and other fluids. A cooling water line under the main building, and in the general area of the loading dock, was found to be leaking. When this system was shut-down, the oil-like
material receded. O’Brien &’Gere, the Fund’s consultant, has conducted several interior investigations of the facility confirming the presence of petroleum hydrocarbons in soils and groundwater throughout the facility.
O’Brien & Gere has prepared a remedial action plan consisting of enhanced bio-remediation. A pilot study will be conducted this winter and subject to approval by the state or a licensed environmental professional, as applicable, a
full-scale remedial system will be implemented. 







 A. PATENT APPLICATIONS 

 

											
	 Invention
	  	 Inventor(s)
	  	 Owner
	  	 Country
	  	 Application Number
	  	 Filing Date

	Meat Concentrate Process	  	Christopher C. Riley Heather Hudson	  	Bumble Bee Foods, LLC	  	U.S.	  	60/889,918	  	February 14, 2007
						
	Composition Derived From a Meat Source and Processes for Making and Using Composition	  	Heather Hudson and Derek Ray Bader	  	Bumble Bee Foods, LLC; MPF, Inc.	  	U.S.	  	Utility Patent Application (number to be assigned)	  	November 14, 2008

 B. TRADEMARKS 

 

									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	Trademarks owned by Bumble Bee Foods, LLC 
					
	FIGARO	  	Aruba	  	17711	  	Registered	  	February 6, 1996
	SNOW’s and Design	  	Benelux	  	310807	  	Registered	  	April 4, 1972
	BUMBLE BEE	  	Bolivia	  	68727-A	  	Registered	  	March, 28 1996
	FIGARO	  	Bolivia	  	60847	  	Registered	  	March 28, 1996
	BUMBLE BEE	  	Brazil	  	817425713	  	Registered	  	July 8, 1997
	BUMBLE BEE and One Bee Design	  	Brazil	  	6994261	  	Registered	  	September 25, 1979
	DELMONICO	  	Brazil	  	7053150	  	Registered	  	January 10, 1980
	FIGARO	  	Brazil	  	817425730	  	Registered	  	April 18, 1995
	Bee & Design	  	Canada	  	TMA140375	  	Registered	  	May 21, 1965
	BUMBLE BEE	  	Canada	  	TMA130895	  	Registered	  	May 3, 1963
	DOXSEE	  	Canada	  	489806	  	Registered	  	February 12, 1998
	SNOW’s and Ship Design	  	Canada	  	461185	  	Registered	  	August 16, 1996
	BUMBLE BEE	  	China P.R.	  	279565	  	Registered	  	February 28, 1987
	SWEET SUE	  	China P.R.	  	746287	  	Registered	  	May 21, 1995
	BUMBLE BEE	  	Colombia	  	152582	  	Registered	  	February 23, 1994
	BUMBLE BEE BRAND and Design	  	Colombia	  	120739	  	Registered	  	August 28, 1989
	CLOVER LEAF	  	Colombia	  	271349	  	Registered	  	July 2, 2003
	FIGARO	  	Colombia	  	185770	  	Registered	  	December 29, 1995









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	TUXEDO	  	Colombia	  	152586	  	Registered	  	February 23, 1994
	SNOW’s	  	Community Trademark	  	809574	  	Registered	  	September 20, 1999
	SNOW’s and Design	  	Community Trademark	  	838433	  	Registered	  	November 23, 1999
	BUMBLE BEE	  	Germany	  	645343	  	Registered	  	April 22, 1986
	SWEET SUE	  	Guatemala	  	81622	  	Registered	  	December 22, 1996
	BUMBLE BEE	  	Guyana	  	18,289A	  	Registered	  	October 13, 2000
	BUMBLE BEE	  	Hong Kong	  	301047375	  	Filed	  	February 4, 2008
	BUMBLE BEE and One Bee Design	  	Israel	  	72835	  	Registered	  	June 23, 1989
	BUMBLE BEE	  	Norway	  	90642	  	Registered	  	March 29, 1974
	PICNIC	  	Philippines	  	107108	  	Filed	  	March 29, 1996
	BUMBLE BEE BRAND (Stylized)	  	Portugal	  	183258	  	Registered	  	November 17, 1980
	BUMBLE BEE	  	Serbia-Montenegro	  	21971	  	Registered	  	December 16, 1976
	BUMBLE BEE	  	South Korea	  	743694	  	Registered	  	April 14, 2008
	BUMBLE BEE and One Bee Design	  	Surinam	  	9774	  	Registered	  	April 24, 1978
	BUMBLE BEE	  	Ukraine	  	UA 32990	  	Registered	  	July 15, 2003
	Bee Design	  	United States	  	581074	  	Registered	  	October 13, 1953
	Bee in Chef’s Hat Design	  	United States	  	77/521988	  	Filed	  	July 14, 2008
	BEEWELL MILES	  	United States	  	77/384292	  	Filed	  	January 30, 2008
	BUMBLE BEE	  	United States	  	2896903	  	Registered	  	October 26, 2004
	BUMBLE BEE	  	United States	  	3110474	  	Registered	  	June 27, 2006
	BUMBLE BEE and Single Bee Design	  	United States	  	1010513	  	Registered	  	May 13, 1975
	Bumble Bee in Port Hole Design	  	United States	  	2924759	  	Registered	  	February 8, 2005
	BUMBLE BEE SENSATIONS	  	United States	  	3167917	  	Registered	  	November 7, 2006









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BUMBLE BEE YUM	  	United States	  	77/519142	  	Filed	  	July 10, 2008
	CASTLEBERRY’S MEAT
TALK1	  	United States	  	3025904	  	Registered	  	December 13, 2005
	Cat and Fiddle Design	  	United States	  	1576676	  	Registered	  	January 9, 1990
	CLAMEMO1
	  	United States	  	3026013	  	Registered	  	December 13, 2005
	CORAL	  	United States	  	77/493409	  	Filed	  	June 6, 2008
	CORAL (Stylized)	  	United States	  	557331	  	Registered	  	April 8, 1952
	DE JEAN’S	  	United States	  	2810381	  	Registered	  	February 3, 2004
	DOXSEE	  	United States	  	961638	  	Registered	  	June 19, 1973
	FIGARO	  	United States	  	717277	  	Registered	  	June 20, 1961
	FROM THE KITCHENS OF SWEET SUE	  	United States	  	2847741	  	Registered	  	June 1, 2004
	GULF BELLE	  	United States	  	1162943	  	Registered	  	July 28, 1981
	GULF BELLE and
Design1	  	United States	  	686247	  	Registered	  	October 6, 1959
	HOPE FARM	  	United States	  	1000317	  	Registered	  	December 24, 1974
	LIFE IS FULL OF FLAVOR, EAT IT UP	  	United States	  	77/519137	  	Filed	  	July 10, 2008
	MAKE-IT-FRESH1
	  	United States	  	1011631	  	Registered	  	May 27, 1975
	MARVELOUS (Stylized)	  	United States	  	538007	  	Registered	  	February 20, 1951
	OCEAN’S HARVEST	  	United States	  	1629296	  	Registered	  	December 25, 1990
	ORLEANS	  	United States	  	2262099	  	Registered	  	July 20, 1999
	ORLEANS and Design	  	United States	  	667858	  	Registered	  	September 30, 1958









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	PENNANT1
	  	United States	  	2616921	  	Registered	  	September 10, 2002
	PICNIC	  	United States	  	1895207	  	Registered	  	May 23, 1995
	POSS’ and
Design1	  	United States	  	1107445	  	Registered	  	November 28, 1978
	PRAIRIE BELT	  	United States	  	2338271	  	Registered	  	April 4, 2000
	PRAIRIE BELT and Boy Design	  	United States	  	2357185	  	Registered	  	June 13, 2000
	PRIME FILLET	  	United States	  	2835584	  	Registered	  	April 20, 2004
	PRIME FILLET	  	United States	  	3203187	  	Registered	  	January 23, 2007
	PRIME FILLET	  	United States	  	3505145	  	Registered	  	September 23, 2008
	READY GRAVY	  	United States	  	3019080	  	Registered	  	November 29, 2005
	ROYAL
REEF1	  	United States	  	1553895	  	Registered	  	August 29, 1989
	SAVOY	  	United States	  	78/860421	  	Filed	  	April 12, 2006
	SNOW’S	  	United States	  	1528450	  	Registered	  	March 7, 1989
	SNOW’S	  	United States	  	2502482	  	Registered	  	October 30, 2001
	SNOW’S	  	United States	  	740724	  	Registered	  	November 13, 1962
	SNOW’S and Ship Design	  	United States	  	1146250	  	Registered	  	January 20, 1981
	SNOW’S and Ship Design	  	United States	  	1532202	  	Registered	  	March 28, 1989
	SNOW’S THE CHOWDER PEOPLE	  	United States	  	2502490	  	Registered	  	October 30, 2001
	SWEET SUE	  	United States	  	1033998	  	Registered	  	February 17, 1976
	SWEET SUE	  	United States	  	3194038	  	Registered	  	January 2, 2007









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	SWEET SUE and Girl Design	  	United States	  	2338247	  	Registered	  	April 4, 2000
	TOUCH OF LEMON	  	United States	  	2856581	  	Registered	  	June 22, 2004
	TUXEDO (Stylized)	  	United States	  	555078	  	Registered	  	February 19, 1952
	WILD SELECTIONS	  	United States	  	77/150475	  	Filed	  	April 6, 2007
	
	Trademarks owned by Bumble Bee Seafoods,
Inc.2

					
	BUMBLE BEE and Two Bee Design	  	Aruba	  	15752	  	Registered	  	July 15, 1992
	BUMBLE BEE	  	Barbados	  	81/12770	  	Registered	  	December 20, 2001
	BUMBLE BEE	  	Brazil	  	817425713	  	Registered	  	July 8, 1997
	BUMBLE BEE and One Bee Design	  	Brazil	  	6994261	  	Registered	  	September 25, 1979
	DELMONICO	  	Brazil	  	7053150	  	Registered	  	January 10, 1980
	SWIFT WATER Design	  	Canada	  	264745	  	Registered	  	December 4, 1981
	BUMBLE BEE	  	Chile	  	415478	  	Registered	  	October 28, 1993
	BUMBLE BEE and One Bee Design	  	Chile	  	xxx111	  	Registered	  	January 21, 1983
	FIGARO	  	Chile	  	711741	  	Registered	  	December 16, 2004
	BUMBLE BEE	  	Community Trademark	  	2355667	  	Registered	  	August 28, 2001
	BUMBLE BEE	  	Costa Rica	  	85435	  	Registered	  	January 10, 1994
	BUMBLE BEE and Two Bee Design	  	Costa Rica	  	85432	  	Registered	  	January 10, 1994
	FIGARO	  	Costa Rica	  	85431	  	Registered	  	January 10, 1994
	TUXEDO	  	Costa Rica	  	85436	  	Registered	  	January 10, 1994
	BUMBLE BEE	  	Dominican Republic	  	58838	  	Registered	  	August 15, 1993
	FIGARO	  	Dominican Republic	  	58835	  	Registered	  	August, 15 1993
	TUXEDO	  	Dominican Republic	  	58837	  	Registered	  	August 15, 1993
	BUMBLE BEE	  	Egypt	  	67319	  	Registered	  	May 3, 1986
	BUMBLE BEE and One Bee Design	  	Egypt	  	74693	  	Registered	  	June 19, 1989
	BUMBLE BEE	  	El Salvador	  	216	  	Registered	  	October 17, 2001









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	PARAMOUNT	  	Fiji Islands	  	151/2001	  	Registered	  	April 27, 2001
	BUMBLE BEE	  	Finland	  	67834	  	Registered	  	September 5, 1978
	BUMBLE BEE	  	Greece	  	51306	  	Registered	  	March 19, 1975
	BUMBLE BEE	  	Guatemala	  	104572	  	Registered	  	May 23, 2000
	BUMBLE BEE and One Bee Design	  	Hungary	  	134594	  	Registered	  	November 25, 1991
	BUMBLE BEE	  	Italy	  	1041610	  	Registered	  	July 13, 1973
	FIGARO	  	Italy	  	1041613	  	Registered	  	July 13, 1973
	BUMBLE BEE	  	Macedonia	  	1172	  	Registered	  	December 15, 1986
	FIGARO	  	Macedonia	  	1171	  	Registered	  	November 20, 1978
	BUMBLE BEE	  	Mexico	  	476121	  	Registered	  	October 5, 1994
	BUMBLE BEE and One Bee Design	  	Netherlands Antilles	  	6873	  	Registered	  	September 20, 1978
	BUMBLE BEE and One Bee Design	  	Paraguay	  	241861	  	Registered	  	March 9, 1982
	FIGARO	  	Paraguay	  	166394	  	Registered	  	December 2, 1993
	TUXEDO	  	Paraguay	  	166395	  	Registered	  	December 2, 1993
	BUMBLE BEE	  	Peru	  	2421	  	Registered	  	November 9, 1993
	BUMBLE BEE and One Bee Design	  	Peru	  	70124	  	Registered	  	August 28, 1987
	FIGARO	  	Peru	  	2422	  	Registered	  	November 9, 1993
	TUXEDO	  	Peru	  	1651	  	Registered	  	November 6, 1993
	BUMBLE BEE and One Bee Design	  	Puerto Rico	  	21534	  	Registered	  	August 1, 1978
	FIGARO	  	Puerto Rico	  	21539	  	Registered	  	August 1, 1978
	Bee Design	  	Saudi Arabia	  	504/43	  	Filed	  	July 18, 1998
	BUMBLE BEE	  	Saudi Arabia	  	498/33	  	Registered	  	June 10, 1999
	BUMBLE BEE and One Bee Design	  	South Africa	  	80/1395	  	Registered	  	March 12, 1980
	BUMBLE BEE	  	Surinam	  	17376	  	Registered	  	August 11, 2000
	BUMBLE BEE	  	Uruguay	  	324665	  	Registered	  	January 10, 2002
	BUMBLE BEE and One Bee Design	  	Uruguay	  	354501	  	Registered	  	May 23, 1994









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	Trademarks owned by Bumble Bee Seafoods,
LLC2

					
	BUMBLE BEE	  	Argentina	  	1491357	  	Registered	  	December 15, 1983
	BUMBLE BEE	  	Australia	  	A191862	  	Registered	  	December 16, 1964
	FIGARO	  	Australia	  	A195451	  	Registered	  	April 20, 1967
	FIGARO	  	Australia	  	A204603	  	Registered	  	March 1, 1968
	BUMBLE BEE	  	Austria	  	146563	  	Registered	  	March 31, 1993
	BUMBLE BEE	  	Benelux	  	460108	  	Registered	  	May 8, 1989
	FIGARO	  	Benelux	  	460107	  	Registered	  	May 11, 1992
	FIGARO	  	Benelux	  	513318	  	Registered	  	May 8, 1989
	BUMBLE BEE and Two Bee Design	  	Bermuda	  	21805	  	Registered	  	August 13, 1992
	FIGARO	  	Bermuda	  	21801	  	Registered	  	January 27, 1993
	BUMBLE BEE	  	Denmark	  	VR198703104	  	Registered	  	September 25, 1987
	BUMBLE BEE	  	Ecuador	  	1408/94	  	Registered	  	July 13, 1994
	BUMBLE BEE and One Bee Design	  	Ecuador	  	589/90	  	Registered	  	January 29, 1985
	FIGARO	  	Ecuador	  	402/79	  	Registered	  	May 3, 1979
	BUMBLE BEE	  	Finland	  	67834	  	Registered	  	September 5, 1978
	FIGARO	  	Finland	  	71050	  	Registered	  	December 5, 1979
	BUMBLE BEE	  	France	  	1239913	  	Registered	  	July 19, 1973
	FIGARO	  	France	  	1239914	  	Registered	  	July 19, 1973
	BUMBLE BEE	  	Germany	  	921040	  	Registered	  	August 1, 1974
	FIGARO	  	Germany	  	2903658	  	Registered	  	August 1, 1974
	FIGARO	  	Germany	  	921041	  	Registered	  	March 23, 1995
	BUMBLE BEE and Design	  	Honduras	  	62,221	  	Registered	  	August 28, 1995
	Bee Design	  	Japan	  	1503600	  	Registered	  	February 26, 1982
	BUMBLE BEE	  	Japan	  	2184519	  	Registered	  	October 31, 1989
	FIGARO	  	Japan	  	3086864	  	Registered	  	October 31, 1995
	BUMBLE BEE	  	Nicaragua	  	25318	  	Registered	  	March 14, 1994
	BUMBLE BEE and Two Bee Design	  	Nicaragua	  	27193	  	Registered	  	November 14, 1994
	FIGARO	  	Nicaragua	  	25959	  	Registered	  	June 8, 1994
	TUXEDO	  	Nicaragua	  	25967	  	Registered	  	June 8, 1994









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BUMBLE BEE	  	Panama	  	65041	  	Registered	  	August 18, 1974
	BUMBLE BEE	  	Philippines	  	4199496141	  	Registered	  	August 28, 2000
	BUMBLE BEE and One Bee Design	  	Poland	  	75826	  	Registered	  	January 20, 1994
	BUMBLE BEE and One Bee Design	  	Russian Federation	  	107121	  	Registered	  	August 10, 1992
	BUMBLE BEE	  	Slovenia	  	Z7380485	  	Registered	  	August 30, 1973
	FIGARO	  	Slovenia	  	Z7380486	  	Registered	  	August 30, 1973
	BUMBLE BEE	  	Spain	  	721018	  	Registered	  	July 21, 1976
	BUMBLE BEE and Two Bee Design	  	Spain	  	1917558	  	Registered	  	March 5, 1995
	BUMBLE BEE	  	Sweden	  	149739	  	Registered	  	December 20, 1974
	BUMBLE BEE	  	Switzerland	  	P266635	  	Registered	  	July 24, 1973
	FIGARO	  	Thailand	  	TM25849	  	Registered	  	February 27, 1985
	BUMBLE BEE	  	Thailand	  	TM41992	  	Registered	  	May 7, 1986
	BUMBLE BEE	  	Venezuela	  	112829	  	Registered	  	July 15, 1985
	
	Trademarks owned by Connor Bros. Clover Leaf Seafoods
Company3

					
	BRUNSWICK	  	Aruba	  	17461	  	Registered	  	June 22, 1995
	RED ROSE & DESIGN	  	Aruba	  	12858	  	Registered	  	March 6, 1989
	CLOVER LEAF DESIGN	  	Australia	  	A65859	  	Registered	  	April 26, 1935
	CLOVER LEAF	  	Australia	  	A56916	  	Registered	  	October 17, 1930
	CLOVER LEAF & DESIGN	  	Australia	  	654588	  	Registered	  	March 1, 1995
	CLOVER DESIGN	  	Australia	  	641863	  	Registered	  	September 29, 1994
	BRUNSWICK	  	Barbados	  	819700	  	Registered	  	October, 11 1999
	CLOVER LEAF & Design	  	Barbados	  	81/5337	  	Registered	  	September 3, 1951
	RED ROSE & Design	  	Barbados	  	81/2531	  	Registered	  	April 29, 1955
	BRUNSWICK	  	Belize	  	8269	  	Registered	  	June 28, 1999
	BRUNSWICK	  	Benelux	  	532817	  	Registered	  	October 8, 2001
	BRUNSWICK & BOAT DESIGN	  	Cambodia	  	KH11208	  	Registered	  	December 16, 1998
	BANQUET BRAND	  	Canada	  	TMDA035670	  	Registered	  	May 27, 1924
	BEACH CLIFF	  	Canada	  	TMA655023	  	Registered	  	December 14, 2005









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BLUE PACIFIC	  	Canada	  	UCA 011564	  	Registered	  	January 25, 1939
	SEAL BOAT & DESIGN	  	Canada	  	TMA411293	  	Registered	  	April 16, 1993
	BOAT DESIGN	  	Canada	  	TMA411271	  	Registered	  	April 16, 1993
	BRUNSWICK	  	Canada	  	TMA408223	  	Registered	  	February 12, 1993
	BRUNSWICK BRAND	  	Canada	  	TMDA12489	  	Registered	  	December 26, 1907
	BRUNSWICK CONNAISSEUR & Design	  	Canada	  	TMA241315	  	Registered	  	March 14, 1980
	“cb” Design	  	Canada	  	TMA 201803	  	Registered	  	September 13, 1974
	CLOVER LEAF	  	Canada	  	UCA 010040	  	Registered	  	April 19, 1938
	CLOVER LEAF & DESIGN	  	Canada	  	TMDA051955	  	Registered	  	April 16, 1931
	CLOVER LEAF & DESIGN	  	Canada	  	TMA 185996	  	Registered	  	October 13, 1972
	CLOVER LEAF & DESIGN	  	Canada	  	TMA 339931	  	Registered	  	May 6, 1988
	CLOVER LEAF DESIGN	  	Canada	  	TMDA050882	  	Registered	  	November 5, 1930
	CLOVER LEAF CRAB DELECTABLES & DESIGN	  	Canada	  	TMA 685130	  	Registered	  	March 30, 2007
	CLOVER LEAF GARNIT-TOUT and Design	  	Canada	  	TMA 409510	  	Registered	  	March 12, 1993
	CLOVER LEAF INSPIRATIONS	  	Canada	  	N/A	  	Allowed	  	N/A
	CLOVER LEAF INSPIRATIONS & Design	  	Canada	  	N/A	  	Allowed	  	N/A
	CLOVER LEAF LOBSTER DELECTABLES and Design	  	Canada	  	TMA 655091	  	Registered	  	December 14, 2005
	CLOVER LEAF TOPPERS and Design	  	Canada	  	TMA 409206	  	Registered	  	March 5, 1993
	CONNORS	  	Canada	  	TMDA037482	  	Registered	  	March 28, 1925
	CONNORS BROS. INCOME FUND & DESIGN	  	Canada	  	TMA 713962	  	Registered	  	May 8, 2008
	CONNORS FAMOUS SEA FOOD	  	Canada	  	TMDA037532	  	Registered	  	April 16, 1993
	FAIRHAVEN	  	Canada	  	TMA344329	  	Registered	  	September 2, 1988
	FIGARO	  	Canada	  	TMA 177977	  	Registered	  	August 27, 1971
	GOLD ANCHOR	  	Canada	  	TMA 253341	  	Registered	  	November 28, 1980









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	JUTLAND	  	Canada	  	TMA216481	  	Registered	  	October 8, 1976
	JUTLAND & Design	  	Canada	  	TMDA035603	  	Registered	  	May 15, 1924
	KILTIE BRAND AND SALMON DESIGN	  	Canada	  	TMDA021200	  	Registered	  	October 29, 1915
	LAGUNA	  	Canada	  	UCA 011085	  	Registered	  	February 1, 1939
	MAPLE LEAF	  	Canada	  	TMA 330834	  	Registered	  	August 7, 1987
	MAPLE LEAF BRAND & DESIGN	  	Canada	  	TMDA 5392	  	Registered	  	July 30, 1895
	MINI-FILET	  	Canada	  	TMA 176228	  	Registered	  	May 21, 1971
	NAVY	  	Canada	  	TMA 324227	  	Registered	  	February 27, 1987
	NUTRITION...“NATURALLY”	  	Canada	  	TMA197419	  	Registered	  	February 8, 1974
	NUTRITION...“NATURELLEMENT”	  	Canada	  	TMA197420	  	Registered	  	February 8, 1974
	ORLEANS	  	Canada	  	TMA 528688	  	Registered	  	May 31, 2000
	PARAMOUNT	  	Canada	  	UCA 004043	  	Registered	  	August 28, 1934
	PET	  	Canada	  	UCA 005772	  	Registered	  	December 3, 1935
	PREMIUM & DESIGN	  	Canada	  	TMA 412283	  	Registered	  	May 14, 1993
	PREMIUM CHOICE SOCKEYE SALMON AND LABEL DESIGN	  	Canada	  	TMDA 29052	  	Registered	  	August 18, 1921
	PREMIUM FROZEN FISH & DESIGN	  	Canada	  	TMDA046513	  	Registered	  	June 7, 1929
	RED CLOVER	  	Canada	  	TMA 298449	  	Registered	  	December 21, 1984
	RED ROSE BRAND	  	Canada	  	UCA 002125	  	Registered	  	November 29, 1933
	RICHELIEU	  	Canada	  	TMA361784	  	Registered	  	March 11, 1989
	ROBIN RED DESIGN	  	Canada	  	TMA 166988	  	Registered	  	December 24, 1969
	ROSE MARIE	  	Canada	  	UCA 012429	  	Registered	  	September 20, 1939
	SURF	  	Canada	  	UCA 032539	  	Registered	  	May 10, 1949
	SURFSIDE	  	Canada	  	TMA361956	  	Registered	  	November 3, 1989
	THUNDERBIRD	  	Canada	  	UCA 039184	  	Registered	  	July 30, 1951
	THUNDERBIRD THE MARK OF QUALITY & DESIGN	  	Canada	  	TMA 361076	  	Registered	  	October 27, 1989
	TUXEDO	  	Canada	  	TMA 295633	  	Registered	  	September 28, 1984
	UNIVERSAL BRAND, RED SOCKEYE SALMON DESIGN	  	Canada	  	TMDA 54669	  	Registered	  	June 30, 1932









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BRUNSWICK	  	Chile	  	514681	  	Registered	  	June 15, 1998
	BRUNSWICK	  	China	  	N/A	  	Pending	  	N/A
	BRUNSWICK & BOAT DESIGN	  	China	  	1364136	  	Registered	  	February 14, 2000
	CLOVER LEAF & DESIGN	  	China	  	1174888	  	Registered	  	May 14, 1998
	BRUNSWICK	  	Columbia	  	205472	  	Registered	  	January 30, 1998
	BRUNSWICK	  	Costa Rica	  	94735	  	Registered	  	February 9, 1996
	BRUNSWICK	  	Cuba	  	125770	  	Registered	  	October 8, 1996
	BRUNSWICK	  	Czech Republic	  	195832	  	Registered	  	November 27, 1996
	CLOVER LEAF & DESIGN	  	Denmark	  	VR 1962 01336	  	Registered	  	July 21, 1962
	BRUNSWICK & BOAT DESIGN	  	European Union	  	004443396	  	Registered	  	May 9, 2005
	CLOVER LEAF & DESIGN	  	European Union	  	356956	  	Registered	  	May 3, 1999
	CLOVER LEAF	  	France	  	1494559	  	Registered	  	October 18, 1988
	RED ROSE LA ROSE ROUGE	  	France	  	1499228	  	Registered	  	November 21, 1988
	UNIVERSAL	  	France	  	1515074	  	Registered	  	February 17, 1989
	CLOVER LEAF & DESIGN	  	Germany	  	2025024	  	Registered	  	November 23, 1992
	BRUNSWICK	  	Guatemala	  	148869	  	Registered	  	April 24, 2007
	BRUNSWICK SELECTA	  	Guatemala	  	N/A	  	Pending	  	N/A
	BRUNSWICK	  	Guyana	  	14889A	  	Registered	  	September 22, 2004
	FAIRHAVEN	  	Guyana	  	15906A	  	Registered	  	N/A
	BRUNSWICK & BOAT DESIGN	  	Hungary	  	171138	  	Registered	  	July 3, 2002
	BRUNSWICK	  	Israel	  	108425	  	Registered	  	May 4, 1998
	CLOVER LEAF & DESIGN	  	Israel	  	72042	  	Registered	  	March 29, 1989
	BEACH CLIFF	  	Jamaica	  		  	Pending	  	
	BRUNSWICK	  	Jamaica	  	3029	  	Registered	  	September 15, 1994
	BRUNSWICK BRAND	  	Jamaica	  	3029	  	Registered	  	April 30, 1934
	BRUNSWICK SARDINES & DESIGN	  	Jamaica	  	1967	  	Registered	  	March 3, 1925
	RED ROSE & DESIGN	  	Jamaica	  	6572	  	Registered	  	March 25, 1955









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	CLOVER LEAF	  	Mauritius	  	A/12 No. 268	  	Registered	  	May 16, 1966
	CLOVER LEAF & DESIGN	  	Mauritius	  	A/13 No. 64	  	Registered	  	April 19, 1967
	RED ROSE & DESIGN	  	Mauritius	  	A/13 No. 66	  	Registered	  	April 19, 1967
	BRUNSWICK (Stylized)	  	Mexico	  	442780	  	Registered	  	September 27, 1993
	BRUNSWICK SELECTA	  	Mexico	  	987702	  	Registered	  	June 8, 2007
	BRUNSWICK & Design	  	Mexico	  	442779	  	Registered	  	September 27, 1993
	BRUNSWICK	  	Montserrat	  	1908	  	Registered	  	October 23, 1995
	RED ROSE & DESIGN	  	Netherlands Antilles	  	342405505	  	Registered	  	June 3, 1997
	BRITISH COLUMBIA SALMON MAPLE LEAF BRAND	  	New Zealand	  	5627/4395	  	Registered	  	November 7, 2003
	CLOVER LEAF	  	New Zealand	  	29639	  	Registered	  	October 17, 1930
	CLOVER LEAF & DESIGN	  	New Zealand	  	33862	  	Registered	  	October 12, 1936
	ROBIN RED	  	New Zealand	  	B128586	  	Registered	  	November 30, 1982
	UNIVERSAL	  	New Zealand	  	B129202	  	Registered	  	February 15, 1985
	BRUNSWICK	  	Panama	  	87256	  	Registered	  	April 30, 1998
	BRUNSWICK	  	Paraguay	  	208214	  	Registered	  	November 3, 1998
	BRUNSWICK	  	Peru	  	19306	  	Registered	  	September 8, 1995
	BRUNSWICK	  	Philippines	  	41996116460	  	Registered	  	May 12, 2005
	BRUNSWICK & BOAT DESIGN	  	Saudi Arabia	  	826/78	  	Registered	  	February 26, 2006
	BRUNSWICK & BOAT DESIGN	  	Singapore	  	T98/074331	  	Registered	  	January 15, 1999
	BRUNSWICK & BOAT DESIGN	  	Slovak Republic	  	186804	  	Registered	  	August 16, 1999
	CLOVER LEAF SALMON & DESIGN	  	South Africa	  	1940/00907	  	Registered	  	April 17, 1941
	MAPLE LEAF	  	South Africa	  	1970/03764	  	Registered	  	September 7, 1971
	PORT CLYDE & Design	  	South Africa	  	1999/15458	  	Registered	  	July 11, 2003
	CLOVER LEAF & DESIGN	  	Spain	  	1207992	  	Registered	  	November 6, 1989
	BRUNSWICK BOAT DESIGN	  	Sri Lanka	  	N/A	  	Pending	  	N/A
	BRUNSWICK	  	St. Vincent (Grenadines)	  	2031724A	  	Registered	  	December 2, 1998









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BRUNSWICK	  	St. Vincent (Grenadines)	  	160/98	  	Registered	  	N/A
	CLOVER LEAF & DESIGN	  	Sweden	  	105471	  	Registered	  	March 8, 1963
	CLOVER LEAF & DESIGN	  	Switzerland	  	313658	  	Registered	  	February 11, 1982
	BEE design	  	Trinidad & Tobago	  	35985	  	Registered	  	September 29, 2005
	BUMBLE BEE	  	Trinidad & Tobago	  	35984	  	Registered	  	September 1, 2005
	BRUNSWICK & BOAT DESIGN	  	Turkey	  	2005 25317	  	Registered	  	September 23, 2003
	BRUNSWICK	  	Turks & Caicos	  	11405	  	Registered	  	December 16, 1996
	BRUNSWICK & BOAT DESIGN	  	Ukraine	  	24231	  	Registered	  	April 15, 2002
	FAIRHAVEN	  	Ukraine	  	24232	  	Registered	  	April 15, 2002
	CLOVER LEAF & DESIGN	  	United Kingdom	  	746463	  	Registered	  	September 28, 1955
	CLOVER LEAF BRAND	  	United Kingdom	  	721157	  	Registered	  	August 24, 1953
	CLOVER LEAF BRAND & DESIGN	  	United Kingdom	  	721158	  	Registered	  	August 24, 1953
	RED ROSE BRAND & DESIGN	  	United Kingdom	  	791567	  	Registered	  	June 2, 1959
	ACADIA	  	United States	  	1135224	  	Registered	  	May 13, 1980
	BEACH CLIFF	  	United States	  	770058	  	Registered	  	May 19, 1964
	BIG TASTE IN A SMALL CAN	  	United States	  	2988026	  	Registered	  	August 23, 2005
	BRUNSWICK	  	United States	  	1423060	  	Registered	  	December 30, 1986
	BRUNSWICK	  	United States	  	1758533	  	Registered	  	March 16, 1993
	CLOVER LEAF	  	United States	  	2520386	  	Registered	  	December 18, 2001
	Design (Boat Logo)	  	United States	  	1745942	  	Registered	  	January 12, 1993
	Design (BOAT/SEAL)	  	United States	  	1791765	  	Registered	  	September 7, 1993
	GENERAL	  	United States	  	2315015	  	Registered	  	February 1, 2000
	HOLMES	  	United States	  	1297861	  	Registered	  	September 25, 1984
	MOOSEABEC	  	United States	  	1538316	  	Registered	  	May 9, 1989









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	Trademarks owned by Connor Bros. Clover Leaf Seafoods
Company4

					
	BANQUET	  	Antigua & Barbuda	  	5349	  	Registered	  	N/A
	BRUNSWICK	  	Antigua & Barbuda	  	3821	  	Registered	  	March 21, 1996
	FAIRHAVEN	  	Antigua & Barbuda	  	5352	  	Registered	  	April 21, 1998
	BRUNSWICK	  	Argentina	  	2,624,877	  	Registered	  	October 3, 1997
	BANQUET	  	Bahamas	  	19670	  	Registered	  	June 9, 1997
	BRUNSWICK	  	Bahamas	  	17040	  	Registered	  	January 4, 1995
	FAIRHAVEN	  	Bahamas	  	19669	  	Registered	  	June 9, 1997
	BRUNSWICK	  	Bolivia	  	819676276	  	Registered	  	August 3, 1999
	BRUNSWICK	  	Brazil	  	819676276	  	Registered	  	August 3, 1999
	BRUNSWICK	  	Curacao	  	18650	  	Registered	  	June 22, 1995
	BEACH CLIFF	  	Dominican Republic	  	84781	  	Registered	  	July 15, 1996
	BEACH CLIFF	  	Dominican Republic	  	84777	  	Registered	  	July 15, 1996
	BRUNSWICK	  	Dominican Republic	  	81668	  	Registered	  	January 15, 1996
	BRUNSWICK	  	Dominican Republic	  	1781-322A	  	Registered	  	N/A
	BRUNSWICK	  	Fiji	  	250/98	  	Registered	  	May 7, 1998
	BRUNSWICK & BOAT DESIGN	  	France	  	98758 254	  	Registered	  	April 16, 1999
	BRUNSWICK & BOAT DESIGN	  	Hong Kong	  	2001B00903	  	Registered	  	July 28, 1998
	BRUNSWICK & BOAT DESIGN	  	Indonesia	  	446966	  	Registered	  	N/A
	BRUNSWICK & BOAT DESIGN	  	Malaysia	  	98012257	  	Pending	  	N/A
	BRUNSWICK & BOAT DESIGN	  	Myanmar	  	4/5166/1998	  	Registered	  	March 26, 1999
	BRUNSWICK	  	Netherlands Antilles	  	03488	  	Registered	  	June 22, 1995
	BRUNSWICK	  	Poland	  	120158	  	Registered	  	April 18, 2000
	FAIRHAVEN	  	Poland	  	Z193484	  	Registered	  	November 19, 2001
	BRUNSWICK	  	Puerto Rico	  	37157	  	Registered	  	September 25, 1995
	BRUNSWICK & BOAT DESIGN	  	Romania	  	35886	  	Registered	  	N/A
	BRUNSWICK	  	Saint Kitts & Nevis	  	4322	  	Registered	  	June 22, 1995









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration

Number
	  	 Status
	  	 Registration Date

	BANQUET	  	Saint Lucia	  	100/1997	  	Registered	  	N/A
	BRUNSWICK	  	Saint Lucia	  	183/1995	  	Registered	  	N/A
	FAIRHAVEN	  	Saint Lucia	  	101/1997	  	Registered	  	N/A
	BRUNSWICK	  	South Africa	  	96/15658	  	Registered	  	November 4, 1996
	JUTLAND	  	South Africa	  	96/15659	  	Registered	  	November 4, 1996
	BRUNSWICK & BOAT DESIGN	  	South Korea	  	197970449727	  	Registered	  	June 22, 1999
	BRUNSWICK	  	Suriname	  	15.261	  	Registered	  	November 18, 1996
	BANQUET	  	Trinidad & Tobago	  	27072	  	Registered	  	August 27, 1925
	BRUNSWICK	  	Trinidad & Tobago	  	35 of 1925	  	Registered	  	August 27, 1925
	FAIRHAVEN	  	Trinidad & Tobago	  	27216	  	Registered	  	July 20, 1997
	BRUNSWICK & BOAT DESIGN	  	Turks & Caicos	  	N/A	  	Proposed	  	N/A
	BRUNSWICK	  	United Kingdom	  	2031724A	  	Registered	  	August 29, 1997
	BRUNSWICK & BOAT DESIGN	  	United Kingdom	  	2031724B	  	Registered	  	September 26, 1997
	BRUNSWICK	  	Uruguay	  	296219	  	Registered	  	March 23, 1998
	BRUNSWICK	  	Venezuela	  	P-214045	  	Registered	  	September 10, 1999
	BRUNSWICK & BOAT DESIGN	  	Vietnam	  	33336	  	Registered	  	October 29, 1998

 C. COPYRIGHT 

 

					
	 Copyright Registrations with the U.S. Copyright Office
	  	 Owner
	  	 Year of

Registration

	“Facts on Salmon” for text	  	Bumble Bee Seafoods, Inc.	  	1980
	“Bumble Bee Telecommunications software” for a computer file	  	Bumble Bee Seafoods, Inc.	  	1989
	“Figaro tuna cat food” for visual material	  	Bumble Bee Seafoods Inc.	  	1969
	“The tuna tune; jingle” for recorded document/musical score	  	Bumble Bee Seafoods Inc.	  	1972








 D. DOMAIN NAMES 
  

							
	 Domain
	  	 Registrar
	  	 Holder
	  	 Registration Date

	bumblebee.com	  	Markmonitor.com	  	Bumble Bee Foods, LLC	  	August 24, 1995
	bumblebeefoods.org	  	Alldomains.com	  	Bumble Bee Foods, LLC	  	June 20, 2005
	bumblebeefoods.biz	  	Alldomains.com	  	Bumble Bee Foods, LLC	  	June 20, 2005
	bumblebeefoods.com	  	Alldomains.com	  	Bumble Bee Foods, LLC	  	June 20, 2005
	bumblebeefoods.net	  	Alldomains.com	  	Bumble Bee Foods, LLC	  	June 20, 2005
	bumblebeefoods.us	  	Alldomains.com	  	Bumble Bee Foods, LLC	  	June 20, 2005
	cloverleafsalmon.com	  	Markmonitor.com	  	Bumble Bee Foods, LLC	  	March 21, 2000
	clover-leaf.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods, Inc.	  	December 1, 2000
	Cloverleaffish.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods, Inc.	  	December 1, 2000
	cloverleafsalmon.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods, Inc.	  	December 1, 2000
	Cloverleafseafoods.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods, Inc.	  	December 1, 2000
	Cloverleaftuna.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods, Inc.	  	December 1, 2000
	clover-leaf.com	  	Markmonitor.com	  	Bumble Bee Foods, LLC	  	March 21, 2000
	Cloverleaffish.com	  	Markmonitor.com	  	Bumble Bee Foods, LLC	  	March 21, 2000
	Cloverleafseafoods.com	  	Markmonitor.com	  	Bumble Bee Foods, LLC	  	March 21, 2000
	Cloverleaftuna.com	  	Markmonitor.com	  	Bumble Bee Seafoods, Inc.	  	March 21, 2000
	snows.com	  	NetworkSolutions.com	  	Castleberry’s Food Company	  	April 21, 1996

 E. TRADEMARK LICENSES 

 

							
	 Licensee
	  	 Licensor
	  	 IP Licensed
	  	 Date

	Bumble Bee Foods, LLC as successor by merger to Sweet Sue Acquisition, LLC	  	Sara Lee Foods, Inc	  	 License for the following trademarks:
  
	  	January 14, 2005
	  	  	 Bryan & Shadow Design (Guatemala, Reg. no. 78496)

 
	  
	  	  	 Bryan & Shadow Design (Honduras, Reg. no. 59160)

 
	  
	  	  	 Bryan & Shadow Design (Nicaragua, Reg. no. 26604)

 
	  
	  	  	 Bryan Logo (Panama, Reg. no. 59936)
  
	  
	  	  	 Bryan (U.S., Reg. no. 2216333)
  
	  
	  	  	 Bryan the Flavor of the South & Design (U.S., Reg. no. 2453802)

 
	  
	  	  	Bryan & Shadow Design (U.S., Reg. no. 1902897)	  









							
	Leiner Health Products, LLC	  	Bumble Bee Seafoods, LLC	  	 License for the following
trademarks:
  
	  	December 7, 2004
	  	  	 Bumble Bee Seafoods
  
	  
	  	  	 Bumble Bee Brand
  
	  
	  	  	 Bumble Bee brand logo
  
	  
	  	  	 Bumble Bee chef character
  
	  
	Norwegian Jake’s	  	Bumble Bee Foods, LLC	  	 License for Bumble Bee’s name and federally registered trademark (Reg. no. 2924759, 2896903)

 
	  	February 19, 2006
	Seafman, C.A. – Sociedad ecuatoriana de Alimentos Y Frigorificos Manta	  	Bumble Bee Foods, LLC	  	 License to use following trademarks:
  
	  	February 19, 2006
	  	  	 In Columbia: “Bumble Bee” (Reg. no. 152582) and Bumble Bee Brand and Design (Reg. no. 120739)

 
	  
	  	  	 In Uruguay: “Bumble Bee” (Reg. no. 324665) and Bumble Bee and One Bee Design (Reg. no. 354501)

 
	  
	  	  	 In Venezuela: “Bumble Bee” (Reg. no. 112829)

 
	  
	Atunec
S.A.*	  	Bumble Bee Foods, LLC	  	 License to use following trademarks in Columbia: “Bumble Bee” (Reg. no. 152582) and Bumble Bee Brand and Design (Reg. no.
120739
  
	  	Unexecuted, draft dated July 2008
	Oakfield Farms	  	Bumble Bee Foods, LLC	  	 License to use the following trademarks: “Bumble Bee” (Reg. no. 2896903) and Bumble Bee and One Bee Design (Reg. no. 2924759)

  
	  	July 17, 2008
	King Oscar, Inc.	  	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	  	 License to use the Trademarks and Trade Name: The “Brunswick” brand name, and the Brunswick fishing boat
logo.
  
	  	November 25, 2004, as amended January 10, 2006
	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	  	Conopco Inc. d/b/a Unilever Bestfoods	  	 License to use the Trademark: HELLMANN’S
  
	  	Unexecuted, draft dated March 2002









							
				
	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	  	King Oscar, Inc.	  	License to use the Trademarks: KING OSCAR, SPIRIT OF NORWAY and TINY TOTS	  	July 24, 2002, assigned to Bumble Bee Seafoods Inc. on May 19, 2003
				
	Bumble Bee Foods, LLC	  	Costco Wholesale Corporation	  	License to use the Trademarks: KIRKLAND SIGNATURE logo, KIRKLAND SIGNATURE guarantee	  	May 13, 2003
				
	Bumble Bee Foods, LLC	  	American Heart Association	  	License to use the Trademark: AHA heart-check certification mark	  	September 7, 2006
				
	Bumble Bee Foods, LLC	  	Good Housekeeping	  	License to use the Trademark: Good Housekeeping seal	  	April 1, 2007
				
	Bumble Bee Foods, LLC	  	Y-ME National Breast Cancer Organization	  	License to use the Trademarks: Y-ME National Breast Cancer Organization name and pink ribbon logo	  	February 4, 2008
				
	Bumble Bee Foods, LLC	  	American Culinary ChefsBest	  	License to use the Trademarks: CASTLEBERRY and AUSTEX “American Originals” beef stew	  	October 15, 2007
				
	Bumble Bee Asia Limited	  	Bumble Bee Foods, LLC	  	License to use BUMBLE BEE trade name	  	No written agreement in place

  

	*	Not yet executed by Atunec 

 F. PATENT
LICENSE 
 Amended and Restated Master License Agreement dated October 8, 2009, (effective as of January 1, 2009), between Bumble
Bee Foods, LLC and Muscle Protein Foods, Inc. 

1
Bumble Bee Foods LLC no longer uses the trademarks CASTLEBERRY’S MEAT TALK, CLAMEMO, GULF BELLE and Design, MAKE-IT-FRESH, PENNANT, POSS’ and Design, and ROYAL REEF, and has no
intention of maintaining or renewing these registrations. However, the registrations are included on this schedule because they have not yet been cancelled by the USPTO. 

2
These registrations and applications are in the process of being transferred to Bumble Bee Foods, LLC. 

3
These registrations and applications are to be assigned to Connor Bros. Clover Leaf Seafoods Company by Clover Leaf Seafoods, L.P. on November 17, 2008. 

4
These registrations are to be assigned to Connor Bros. Clover Leaf Seafoods Company by Connor Bros., Limited on November 17, 2008. 







 Schedule 4.15 

Deposit Accounts and Securities Accounts 
  

					
	 Type
	  	 Address
	  	 Entity

	USD	  	 Banco Popular
 Mayaguez Playa
Branch,
 P.O. Box 362708
 San Juan,
Puerto Rico 00936-2708
 Attn: Sara Rios
	  	 BB Acquisition (PR), L.P.

General Operating Account
 Account No. 139110925


			
	USD	  	 Bar Harbor Savings & Trust

P.O. Box 400
 Bar Harbor, ME 04609

Attn: Linda Elliott
	  	 Stinson Seafood (2001), Inc.

Impress Account
 Account No.
0084502510

			
	USD	  	 Whitney National Bank
 228 St.
Charles Avenue
 New Orleans, LA 70130

Attn: Charles Barnes
	  	 Bumble Bee Seafoods, Inc.

General Operating
 Account No.
710-540-043

			
	USD	  	 Bank of America – Connecticut

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 Bumble Bee Foods, LLC
 Blocked
Acct
 Lock Box 90335 AR Account

Account No. 9429224382

			
	USD	  	 Bank of America – Connecticut

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 Bumble Bee Foods, LLC Master

Master Operating Account
 Account No. 9429224497


			
	USD	  	 Bank of America – Connecticut

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 Bumble Bee Foods, LLC Payroll Account

Payroll
 Account No.
9429224606

			
	USD	  	 Bank of America – Maine

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 BB Acquisition (PR), L.P.

Disbursement Account
 Account No.
80238907

			
	USD	  	 Bank of America – Maine

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 Bumble Bee Foods Accounts Payable

Disbursement Account
 Account No.
2220012037

			
	USD	  	 Bank of America – New Jersey

Global Client Services-Concord
 1655 Grant Street

 Concord, CA 94520
 Attn: Ramjot Sidhu

	  	 Snows Doxsee Inc.
 Petty Cash
Account
 Account No. 2552003945

			
	CAD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 Clover Leaf LP Payroll
 Payroll
Account
 Account No. 016424015517










					
	 Type
	  	 Address
	  	 Entity

	CAD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 Clover Leaf LP Disbursement Account

Account No. 016424015312

			
	CAD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 Clover Leaf LP General Operating Account

Account No. 016424015215

			
	USD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 Clover Leaf LP General Operating US$

Account No. 016420450812

			
	CAD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 Clover Leaf LP Recall Disbursement

Account No. 000029278613

			
	CAD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 K.C.R. Fisheries Ltd General Operating CAD $

Account No. 001949178813

			
	USD	  	 CIBC
 199 Bay Street,
3rd Floor

Commerce Court West
 Toronto, ON M5L
1A2
 Attn: Denise Breslin
	  	 K.C.R. Fisheries Ltd General Operating US $

Account No. 001940578215

			
	MXN	  	Scotia Bank Inverlat S.A.	  	 Brunswick Pescados Y Mariscos, S.A. De C.V.

Account No. 734503-8

			
	MXN	  	Scotia Bank Inverlat S.A.	  	 Bpm Servicias S.A. De C.V.

Account No. 394005-5

			
	USD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 Connors Bros. Clover Leaf USD

Account No. 7770009699

			
	USD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 K.C.R. Fisheries Ltd
 Account
No. 7770009707

			
	CAD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 Connors Bros. Clover Leaf Seafoods Co

Account No. 7770009657










					
	 Type
	  	 Address
	  	 Entity

			
	CAD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 Clover Leaf Seafoods – DISB

Account No. 7770009665

			
	CAD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 Clover Leaf Seafoods – payroll

Account No. 7770009673

			
	CAD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 K.C.R. Fisheries Ltd
 Account
No. 7770009681

			
	USD	  	 Wells Fargo Bank International

100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Nicolle
Stokes
	  	 Connors Bros. Clover Leaf USD

(depositary)

			
	USD	  	 Wells Fargo Bank, N.A.
 Wells
Fargo Treasury Management Client Services
 100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Danielle Godfrey

	  	 Clover Leaf USD DDA Restricted

Account No. 4121910491

			
	USD	  	 Wells Fargo Bank, N.A.
 Wells
Fargo Treasury Management Client Services
 100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Danielle Godfrey

	  	 Clover Leaf USD DDA Operating

Account No. 4121529770

			
	USD	  	 Wells Fargo Bank, N.A.
 Wells
Fargo Treasury Management Client Services
 100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Danielle Godfrey

	  	 Clover Leaf USD Controlled Disbursement

Account No. 9600128823

			
	USD	  	 Wells Fargo Bank, N.A.
 Wells
Fargo Treasury Management Client Services
 100 S.
5th Street,
21st Floor

Minneapolis, MA 55402
 Attn: Danielle Godfrey

	  	 K.C.R USD DDA
 Account No.
4121909030









 Schedule 4.17 

Material Contracts 
  

	1.	Management Agreement dated as of November 17, 2008, by and between and Clover Leaf Dutch Holdings, LLC, Clover Leaf Seafood Cooperatief U.A., Clover Leaf Seafoods
B.V., an entity formed under the laws of the Netherlands Clover Leaf Holdings Company, an entity formed under the laws of Nova Scotia, Canada Connors Bros./Clover Leaf Seafoods Company, an entity formed under the laws of Nova Scotia, Canada, K.C.R.
Fisheries Ltd., an entity formed in Canada, 6162410 Canada Limited, an entity formed in Canada, Brunswick Pescados Y Mariscos S.A. de C.V., an entity formed in Mexico BPM Servicios S.A. de C.V., an entity formed in Mexico, Stinson Seafood (2001),
Inc., a Delaware corporation, Bumble Bee Foods, LLC, a Delaware limited liability company, Bumble Bee Holdings, Inc., a Georgia corporation, Bumble Bee International (PR), Inc., an entity formed in Cayman, BB Acquisition (PR), L.P., a Delaware
limited partnership, Connors Bros., L.P., a Delaware limited partnership and Centre Partners Management LLC, a Delaware limited liability company Centre Capital Investors V, L.P. 


 

	2.	Business Acquisition Agreement dated September 25, 2008, among Connors Bros. Income Fund, Connors Commercial Trust, Connors Bros., Limited, Clover Leaf Seafoods,
L.P., Connors CL GP Limited., CL GP Bumble Bee Inc. and BBCL Holdings L.P. and 3231021 Nova Scotia Company, as amended October 15, 2008 

  

	3.	Indemnification Agreements, dated June 20, 2007 and amended on September 25, 2008, between the Fund, and CL LP and each of C. Lischewski, D. Hines, C. Hughes,
J. Irvin, K. McNeil, D. Pounds, R. Schindler 

  

	4.	Operating Agreement dated September 25, 2008 between Bumble Bee Foods, LLC and Atlantic Food Resources, LLC 


 

	5.	Employment Agreements with Christopher Lischewski, James Douglas Hines and Kent McNeil to be entered into in connection with the Acquisition 


 

	6.	Software License Agreement dated as of December 28, 2006, between SAP America Inc. and Bumble Bee Foods, LLC, as amended on February 7, 2007


  

	7.	Software License and Services Agreement dated December 28, 2006, between CAS Systems of America, Inc. and Bumble Bee Foods, LLC 


 

	8.	Master License Agreement dated as of September 21, 2005, between MPF, Inc. and Bumble Bee Foods, LLC 


 

	9.	Master License Agreement between AC Nielsen Inc. and Bumble Bee Foods, LLC dated August 5, 2003; Local Service Agreement between same dated April 20, 2007 as
amended by Amendment #1 dated December 1, 2007 









	10.	Co-Pack Agreement dated September 17, 2008, between Bumble Bee Foods, LLC and Crider Inc. 


 

	11.	Co-Pack Agreement dated as of April 19, 2006, between Bumble Bee Foods, LLC and Pataya Food Industries 


 

	12.	Manufacturing Agreement dated November 1, 2008, between Bumble Bee Foods, LLC and The Suter Company, Inc. 


 

	13.	Amendment Agreement dated as of June 15, 2009, between Impress Packaging Puerto Rico, Inc. and Bumble Bee (PR) L.P. 


 

	14.	Amended and Restated Packing Agreement dated January 12, 2005, between Bumble Bee Foods, LLC (successor by merger to Snow’s/Doxsee, Inc.) and Surfside
Products, Inc., as amended by the First Amendment to Amended and Restated Packing Agreement dated July 6, 2006. 

  

	15.	Co-Pack Agreement dated as of December 2006, among Bumble Bee Foods, LLC, Sea Value Company Limited, I.S.A. Value Co., Ltd. and Unicord Plc. 


 

	16.	Tuna Supply Agreement dated as of June 17, 2003, between FCF Fishery Co. Ltd., a Taiwanese Company and Bumble Bee Seafoods, LLC 


 

	17.	Supply Agreement dated as of May 8, 2006, between Thon Des Mascareignes Ltee, a Mauritius company, and Bumble Bee Foods, LLC 


 

	18.	Amended and Restated Supply Agreement dated January 1, 2009, between Pacific Fishing Company, a Fiji corporation, and Bumble Bee Foods, LLC.


  

	19.	Container Supply Agreement dated as of May 25, 2005 between Impress Canada, Inc., Bumble Bee Foods, LLC and Clover Leaf Seafoods, L.P. 


 

	20.	Container Supply Agreement dated as of June 12, 2003, between Impress USA, Inc. and Bumble Bee Foods, LLC 


 

	21.	Supply Agreement dated as of September 1, 2005, between Crown, Cork & Seal USA, Inc. and Bumble Bee Foods, LLC, as amended by letter agreement dated
February 12, 2007 

  

	22.	Purchasing Agreement dated June 1, 2007 between General Mills Operations, LLC and Bumble Bee Foods, LLC 


 

	23.	Distributor Agreement dated August 23, 1993, between Bumble Bee Seafoods, Inc. and Méndez & Co. 


 

	24.	Second Amended Supply Agreement dated October 2004 between King Oscar, Inc. and Bumble Bee Foods, LLC as amended by the First Amendment thereto dated as of May 8,
2006 









	25.	Amended Distributorship Agreement, dated as of December 20, 2001, between King Oscar, Inc. and Bumble Bee Foods, LLC, further amended by the First Amendment to the
Amended Distributorship Agreement, entered into on July 24, 2002, and further amended the Second Amendment to the Distributorship Agreement entered into on July 24, 2002 


 

	26.	Tuna Loin Processing Agreement, dated June 29, 2001, between Barana Seafood Processors Ltd. and Bumble Bee Seafoods, Inc. 


 

	27.	Costco Wholesale Private Label Agreement: Dual Brand United States 2001 dated as of May 13, 2003, between Costco Wholesale Corporation and Bumble Bee Foods, LLC


  

	28.	CROSSROADS Agreement dated November 27, 2007, between C&S Wholesale Grocers, Inc. and Bumble Bee Foods, LLC, as amended July 30, 2008


  

	29.	Master Warehouse Agreement, dated October 1, 2006, between Bumble Bee Foods, LLC and Ozburn Hessey Logistics (“OHL”) LLC, as amended June 22, 2009
and September 1, 2009. 

  

	30.	Master Warehouse Agreement, dated December 31, 2007 between Bumble Bee Foods, LLC and PSS Distribution Services, as amended December 1, 2008.


  

	31.	Kent Warehouse and Labeling Joint Venture Agreement dated as of May 31, 2000 between Howard B. Klein and Deborah A. Klein, Trustees of Klein Family Trust,
Ronal I. Shaw, William Terhar, Mike Selby and Bumble Bee Seafoods, Inc. 

  

	32.	Shareholders Agreement dated September 12, 2007 by and among Mr. Jean Marc Bonhoure, Mr. Anchern Thangsombat and Bumble Bee Foods, LLC.


  

	33.	Amended and Restated License Agreement, dated as of October 8, 2009, between MPF, Inc., and Bumble Bee Foods, LLC. 


 

	34.	Co-Packing Agreement, dated as of September 26, 1996, between Dial Corporation and Bryan Foods, Inc., as amended May 2005 between The Dial Corporation and Bumble
Bee Seafoods, LLC (successor in interest to Bryan Foods, Inc.).