REGISTRATION RIGHTS AGREEMENT by and among Bumble Bee Foods LLC Connors Bros. Clover Leaf Seafoods Company Bumble Bee Capital Corp. Connors Bros. Holdings, L.P. Stinson Seafood (2001), Inc. Bumble Bee Holdings, Inc. Clover Leaf Dutch Holdings, LLC...Registration Rights Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2009, by and among Bumble Bee Foods, LLC, a Delaware limited liability company, Connors Bros. Clover Leaf Seafoods Company, a Nova Scotia unlimited company, Bumble Bee Capital Corp., a Delaware corporation (together with Bumble Bee Foods, LLC and Connors Bros. Clover Leaf Seafoods Company, the “Issuers”), Connors Bros. Holdings, L.P., a Delaware limited partnership (“Parent”), Stinson Seafood (2001), Inc., a Delaware corporation, Bumble Bee Holdings, Inc. (fka Castleberry’s Food Company), a Georgia corporation, Clover Leaf Dutch Holdings, LLC, a Delaware limited liability company, Clover Leaf Seafood 2 B.V., a Netherlands limited liability company, Clover Leaf Seafood B.V., a Netherlands limited liability company, Clover Leaf Seafood Cooperatief U.A., a Netherlands cooperative association, Clover Leaf Holdings Company, a Nova Scotia unlimited liability company, 6162410 Canada Limited, a co
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Ontario
EMPLOYMENT AGREEMENTEmployment Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
WHEREAS, in connection with the closing (the “Closing”) of the transactions contemplated by the Business Acquisition Agreement, dated as of September 25, 2008, as amended through the date hereof (the “Acquisition Agreement”), Company desires to employ Executive and Executive desires to accept employment with Company upon the terms and conditions hereinafter set forth;
Series D OptionSeries D Option • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
Series A OptionSeries a Option Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
LIMITED PARTNERSHIP AGREEMENT OF BB CO-INVEST L.P. THE OFFER AND SALE OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT...Limited Partnership Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This LIMITED PARTNERSHIP AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 18, 2008, by and among CP V CB GP, LLC, a Delaware limited liability company, as the sole General Partner of BB Co-Invest L.P. (the “Partnership”), and each of the other undersigned parties to this Agreement, as Limited Partners of the Partnership, on the terms and conditions set forth herein.
STANDARD FORM MODIFIED GROSS OFFICE LEASE BETWEEN PACIFIC OCEANSIDE HOLDINGS, L.P. AND CONAGRA FOODS, INC.Modified Gross Office Lease • May 21st, 2010 • Bumble Bee Capital Corp. • California
This Standard Form Modified Gross Office Lease (“Lease”) is entered into effective as of December 20, 2001, between PACIFIC OCEANSIDE HOLDINGS, L.P., a California limited partnership (“Landlord”), and CONAGRA FOODS, INC., a Delaware corporation (“Tenant”), who agree as follows:
Series C OptionSeries C Option • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option, and the securities issuable hereunder, are also subject to resale restrictions under applicable Canadian securities legislation, rules, regulations and policies. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • May 21st, 2010 • Bumble Bee Capital Corp.
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 17th day of December, 2009, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
Series B OptionSeries B Option Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
REAFFIRMATION AND CONSENTReaffirmation and Consent • May 21st, 2010 • Bumble Bee Capital Corp.
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 FOOTHIL
CONSENT AND AMENDMENT NUMBER ONE TO SENIOR TERM LOAN CREDIT AGREEMENTSenior Term Loan Credit Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
This CONSENT AND AMENDMENT NUMBER ONE TO SENIOR TERM LOAN 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 (“Borrower”), CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY, successor by amalgamation with 3231021 Nova Scotia Company, a Nova Scotia unlimited company (“Connors Bros.”), 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”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“Agent”), and in light of the following:
Series B OptionSeries B Option • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option, and the securities issuable hereunder, are also subject to resale restrictions under applicable Canadian securities legislation, rules, regulations and policies. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
CONSENT AND AMENDMENT NUMBER THREE TO SENIOR REVOLVING CREDIT AGREEMENTSenior Revolving Credit Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
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 FAR
AMENDMENT TO AMENDED & RESTATED SUPPLY AGREEMENTSupply Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • California
This Amendment to Amended & Restated Supply Agreement (“Amendment”), dated as of May 12, 2010, is made by and between Bumble Bee Foods, LLC, a Delaware limited liability company (the “Company”) and Pacific Fishing Company Limited, a Fiji corporation (the “Processor”), with respect to the following facts:
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 21st, 2010 • Bumble Bee Capital Corp.
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 17th day of December, 2009, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
THIRD AMENDMENT TO CONAGRA LEASE / FIFTH AMENDMENT TO BANK OF CALIFORNIA LEASEConagra Lease / Bank of California Lease Amendment • May 21st, 2010 • Bumble Bee Capital Corp.
This Third Amendment to Conagra Lease / Fifth Amendment to Bank. of California Lease is made as of September 27, 2006 (“Amendment”) by and between TCAM CORE PROPERTY FUND OPERATING LP, a Delaware limited partnership (“Landlord”) and BUMBLE BEE FOODS, LLC, a Delaware limited liability corporation (“Tenant”).
SUPPLY AGREEMENT BETWEEN: THON DES MASCAREIGNES LTEE (the “Processor”) AND: BUMBLE BEE FOODS, LLC (the “Company”) May 8, 2006Supply Agreement • May 21st, 2010 • Bumble Bee Capital Corp.
This Supply Agreement (“Agreement”) is dated this 8th day of May 2006 (“Effective Date”), and is entered into between Thon Des Mascareignes Ltee, a Mauritius company (“Processor”), having its registered office at Level 5, IBL House, Caudan, Port Louis, Mauritius; and Bumble Bee Foods, LLC, a Delaware limited liability company (“Company”), having its principal place of business at 9655 Granite Ridge Dr., San Diego, CA 92123 (hereinafter referred to as “Parties”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BUMBLE BEE FOODS, LLCLimited Liability Company Operating Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Fourth Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of Bumble Bee Foods, LLC, a Delaware limited liability company (the “Company”) is made and entered into as of November 18, 2008 by Bumble Bee Holdings, Inc. (formerly known as Castleberry’s Food Company), a Georgia corporation (“BB Holdings”), as the sole member (the “Member”) of the Company.
AMENDMENT NUMBER TWO TO SENIOR REVOLVING CREDIT AGREEMENTSenior Revolving Credit Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
THIS AMENDMENT NUMBER TWO TO SENIOR REVOLVING CREDIT AGREEMENT, (this “Amendment”), dated as of December , 2008, 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 CA
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
This is an Asset Purchase Agreement (this “Agreement”) made as of December 17, 2009, by and between Bumble Bee Foods, LLC, a Delaware limited liability company (“Seller”), and Connors Bros., L.P., a Delaware limited partnership (“Buyer”).
INTERCREDITOR AGREEMENT by and among WELLS FARGO FOOTHILL, LLC as Senior ABL Agent, WELLS FARGO FOOTHILL, LLC as Senior Term Loan Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Junior Agent Dated as of December 17, 2009Intercreditor Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of December 17, 2009 and entered into by and among WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), in its capacity as United States administrative agent under the Senior ABL Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior ABL Agent”), WFF, in its capacity as administrative agent under the Senior Term Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Term Loan Agent” and, together with Senior ABL Agent, referred to hereinafter each individually as a “Senior Agent” and individually and collectively, as the “Senior Agents”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), in its capacity as trustee and collateral agent under the Junior Note Documents (as defined below), (in such capaci
SENIOR REVOLVING CREDIT AGREEMENT by and among 3231021 NOVA SCOTIA COMPANY as Canadian Borrower, BUMBLE BEE FOODS, LLC, as U.S. Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, LLC as the Arranger and U.S....Senior Revolving Credit Agreement • June 30th, 2010 • Bumble Bee Capital Corp. • Miscellaneous food preparations & kindred products • New York
THIS SENIOR REVOLVING CREDIT AGREEMENT (this “Agreement”), is entered into as of November 18, 2008, by and among the lenders identified on the signature pages hereof (such lenders, 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 (in such capacity, together with its successors and assigns in such capacity, “U.S. Agent”), WELLS FARGO FOOTHILL CANADA ULC, an Alberta unlimited corporation, as the arranger and Canadian administrative agent for the Canadian Lenders (in such capacity, together with its successors and assigns in such capacity, “Canadian Agent”), 3231021 NOVA SCOTIA COMPANY, a Nova Scotia unlimited company (“3231021”), and BUMBLE BEE FOODS, LLC, a Delaware limited liability company (“U.S. Borrower”).
BUMBLE BEE FOODS, LLC, CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY and BUMBLE BEE CAPITAL CORP. as Issuers and THE GUARANTORS PARTY HERETO 7.75% SENIOR SECURED NOTES DUE 2015 INDENTURE DATED AS OF DECEMBER 17, 2009 DEUTSCHE BANK TRUST COMPANY AMERICAS...Indenture • May 21st, 2010 • Bumble Bee Capital Corp. • New York
This Indenture, dated as of December 17, 2009, is by and among Bumble Bee Foods, LLC, a Delaware limited liability company, Connors Bros. Clover Leaf Seafoods Company, a Nova Scotia unlimited company, and Bumble Bee Capital Corp., a Delaware corporation (together with Bumble Bee Foods, LLC and Connors Bros. Clover Leaf Seafoods Company, the “Issuers”), the Guarantors (as defined herein), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”). Each Issuer is a wholly-owned indirect subsidiary of Connors Bros. Holdings, L.P., a Delaware limited partnership, which in turn is a direct wholly-owned subsidiary of Connors Bros., L.P., a Delaware limited partnership (“Connors”).
AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
AGREEMENT OF LIMITED PARTNERSHIP of BB Acquisition (PR), L.P. (the “Agreement”), dated as of May 12, 2003, by and between Bumble Bee International (PR), Inc., a Cayman exempt company, as general partner and Bumble Bee Seafoods, LLC, a Delaware limited liability company, as limited partner.
BUMBLE BEE FOODS, LLC, CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY AND BUMBLE BEE CAPITAL CORP. PURCHASE AGREEMENT December 10, 2009Purchase Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
Bumble Bee Foods, LLC, a Delaware limited liability company, Connors Bros. Clover Leaf Seafoods Company, a Nova Scotia unlimited company, and Bumble Bee Capital Corp., a Delaware corporation (together with Bumble Bee Foods, LLC and Connors Bros. Clover Leaf Seafoods Company, the “Issuers”), each of which is a wholly-owned indirect subsidiary of Connors Bros. Holdings, L.P., a Delaware limited partnership, (“Parent”), which in turn is a direct wholly-owned subsidiary of Connors Bros., L.P. (“Connors Bros.”), propose to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Wells Fargo Securities, LLC is acting as Representative (in such capacity, the “Representative”), $220,000,000 aggregate principal amount of their 7.75% Senior Secured Notes due 2015 (the “Notes”), which will be unconditionally guaranteed on a senior secured basis, as to principal, premium, if any, and interest (the “Guarantees”) by Parent and the subsidiaries of Paren
REAFFIRMATION AND CONSENTReaffirmation and Consent • May 21st, 2010 • Bumble Bee Capital Corp.
All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Senior Term Loan 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 “Borrower”), CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY, successor by amalgamation with 3231021 Nova Scotia Company, a Nova Scotia unlimited company (“Connors Bros.”), 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”), and WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“Agent”). The undersigned Guarantors each
LIMITED PARTNERSHIP AGREEMENT OF CONNORS BROS., L.P. THE OFFER AND SALE OF THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT...Limited Partnership Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This LIMITED PARTNERSHIP AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 18, 2008, by and among CP V CB GP, LLC, a Delaware limited liability company, as the sole General Partner of Connors Bros., L.P. (f/k/a BBCL Holdings, L.P.) (the “Partnership”), and each of the other undersigned parties to this Agreement, as Limited Partners of the Partnership, on the terms and conditions set forth herein.
Series C OptionSeries C Option Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
LIMITED PARTNERSHIP AGREEMENT OF CONNORS BROS. HOLDINGS, L.P.Limited Partnership Agreement • May 21st, 2010 • Bumble Bee Capital Corp.
This AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Connors Bros. Holdings, L.P. (the “Partnership”) is made and entered into as of November 30, 2009, by and between CB Holdings GP, LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and Connors Bros., L.P., a Delaware limited partnership, as the limited partner (the “Limited Partner”) (hereinafter the Limited Partner and the General Partner are sometimes collectively referred to as the “Partners” and individually referred to as “Partner”).
CONNORS BROS. INCOME FUND, as the “Fund” – and – CONNORS COMMERCIAL TRUST, as “CCT” – and – CONNORS BROS., LIMITED, as “CBL” – and – CLOVER LEAF SEAFOODS, L.P., as “CL LP” – and – CONNORS CL GP LTD., as “CCLGPL” – and – CL GP BUMBLE BEE INC., as...Business Acquisition Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Ontario
WHEREAS the US Purchaser desires to acquire from CBL the SSI Shares and the SV Shares and the Fund Parties desire to effect such transaction on the terms and subject to the conditions contained herein;
Series D OptionSeries D Option Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • Delaware
This Option has not been registered under the Securities Act of 1933, as amended, and may be offered and sold only if so registered or in a manner exempt from registration under such Act. This Option is also subject to additional restrictions on transfer as set forth herein and in the Partnership Agreement, dated as of November 18, 2008 and as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, copies of which may be obtained from the Partnership. No transfer of this Option will be made on the books of the Partnership unless accompanied by evidence of compliance with all such terms and restrictions.
LEASE AGREEMENT BY AND BETWEEN HARBOR 91 LIMITED PARTNERSHIP, DONNA M. SNIDER, DEBBIE A. MARHEINE, JOSEPH G. BROWN, AND LEONA R. HOROWITZ, COLLECTIVELY AS LANDLORD AND BUMBLE BEE SEAFOODS, LLC, AS TENANT DATED AS OF FEBRUARY 26, 2004 PROPERTY: 13100...Lease Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • California
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of February 26, 2004, by and between (1) HARBOR 91 LIMITED PARTNERSHIP, a California limited partnership (“Harbor 91”), (2) DONNA M. SNIDER, a married woman as her sole and separate property (“Snider”), (3) DEBBIE A. MARHEINE, a married woman as her sole and separate property (“Marheine”), (4) JOSEPH G. BROWN, a married man as his sole and separate property (“Brown”), and (5) LEONA R. HOROWITZ, an unmarried woman as her sole and separate property (“Horowitz” and together with Harbor 91, Snider, Marheine and Brown are collectively referred to as “Landlord”), having an address at 19700 Fairchild Road, Suite 100, Irvine, California, and BUMBLE BEE SEAFOODS, LLC, a Delaware limited liability company (“Tenant”), having an address at 9655 Granite Ridge Drive, San Diego, California.
FIFTH AMENDMENT TO LEASELease • May 21st, 2010 • Bumble Bee Capital Corp.
This Fifth Amendment to Lease is effective as of March 1, 2010 (“Amendment”) by and between T-C STONECREST LLC, a Delaware limited liability company (“Landlord”) and BUMBLE BEE FOODS, LLC, a Delaware limited liability company (“Tenant”).
JOINDER AGREEMENTJoinder Agreement • May 21st, 2010 • Bumble Bee Capital Corp. • New York
THIS JOINDER AGREEMENT (this “Agreement”) to the Management Agreement, dated as of November 18, 2008, by and among Centre Partners Management LLC, a Delaware limited liability company (the “Manager”), and the other parties thereto (the “Management Agreement”), is made and entered into as of December 17, 2009 by and among the Manager, Connors Bros. Holdings, L.P., a Delaware limited partnership (“CBH”), and Bumble Bee Capital Corp., a Delaware corporation (“BBCC” and, together with CBH, the “Joining Entities”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Management Agreement.
