SunOpta Inc.: Exhibit 10.19 - Filed by newsfilecorp.com






Exhibit 10.19 

Execution Version 

SECOND AMENDING AGREEMENT 

Made as of October 9, 2015 

Among 

SUNOPTA INC. 
SUNOPTA FOODS INC. 

as Borrowers 

- and - 

EACH OF THE FINANCIAL INSTITUTIONS 
AND OTHER
ENTITIES 
FROM TIME TO TIME PARTIES HERETO 

as Lenders 

- and - 

CERTAIN AFFILIATES OF THE BORROWERS 

as Obligors 

- and - 

BANK OF MONTREAL 

as Agent 




SECOND AMENDING AGREEMENT 

This second amending agreement is made
as of the 9th day of October, 2015 

A M O N G 

	 	SUNOPTA INC. 
	 	SUNOPTA FOODS INC. 
	 	 
	 	as Borrowers 
	 	 
	 	           
                         
                   and 
	 	 
	 	EACH OF THE FINANCIAL INSTITUTIONS

	 	AND OTHER ENTITIES 
	 	FROM TIME TO TIME PARTIES HERETO 
	 	 
	 	as Lenders 
	 	 
	 	           
                         
                   and 
	 	 
	 	CERTAIN AFFILIATES OF THE BORROWERS
  
	 	 
	 	as Obligors 
	 	 
	 	           
                         
                   and 
	 	 
	 	BANK OF MONTREAL 
	 	 
	 	as Agent 


WITNESSES THAT WHEREAS: 

	 	(a) 	
      the Lenders severally made credit facilities available to
      the Borrowers (or their respective predecessor corporations, as
      applicable) on the terms and conditions set out in a seventh amended and
      restated credit agreement dated as of July 27, 2012 among the Borrowers
      (or their respective predecessor corporations, as applicable), the
      Lenders, certain affiliates of the Borrowers, as Obligors, and the Agent
      (as amended by the Waiver and Consent dated as of July 30, 2015 and by the
      First Amending Agreement dated as of September 22, 2015, collectively, the
      “Credit Agreement”);

	 	 	 
	 	(b) 	
      the Obligors, the Lenders and the Agent entered into
      and/or acknowledged, as applicable, a Waiver and Consent dated as of July
      30, 2015 pursuant to which the Lenders, among other things (and in
      accordance with the terms of such Waiver and Consent), consented to the
      Obligors’ proposed acquisition of all of the capital stock of Sunrise
      Holdings (Delaware), Inc. and the Borrowers incurring certain indebtedness
      in connection with such acquisition transaction, which such acquisition
      will occur on or about October 9, 2015; and







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	 	(c) 	
      the parties to the Credit Agreement have agreed to amend
      the Credit Agreement in the manner set forth herein in order to, among
      other things, amend certain covenants contained in the Credit Agreement as
      a result of the Obligors’ proposed acquisition of Sunrise Holdings
      (Delaware), Inc.



NOW THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties covenant and agree with each other as follows: 

SECTION 1 
INTERPRETATION 

	1.1 	
      Definitions from Agreement. Capitalized terms
      defined in the Credit Agreement have the same meanings in this Second
      Amending Agreement unless otherwise defined herein or the context
      expressly or by necessary implication requires otherwise. This Second
      Amending Agreement is referenced herein as the “Second Amending
      Agreement”. For greater certainty, this Second Amending Agreement
      amends the Credit Agreement and the term “Agreement”, as defined in
      the Credit Agreement, includes (unless the context expressly or by
      necessary implication requires otherwise) this Second Amending Agreement
      to the extent of such amendments. For purposes of this Second Amending
      Agreement, the term “Second Amending Closing Date” means October 9,
      2015.

	 	 
	1.2 	
      New and Revised Definitions. Section 1.1 of the
      Credit Agreement is hereby amended such that the following definitions are
      inserted in the Credit Agreement at the appropriate alphabetical
      location:



“Intercreditor Agreement” means
the Intercreditor Agreement dated as of October 9, 2015 entered into by and
between BMO, as Agent for the “First Lien Claimholders” (as defined in
the Intercreditor Agreement), and Bank of Montreal, in its capacity as
collateral agent for the “Second Lien Claimholders” (as defined in the
Intercreditor Agreement), as acknowledged by SunOpta Inc. and SunOpta Foods
Inc., as the same may be amended, varied, supplemented, restated, amended and
restated, renewed or replaced at any time and from time to time, a true,
complete and correct executed copy of which is attached hereto as Schedule EE.


“Second Lien Notes” means the
senior notes to be issued in connection with the refinancing or exchange of the
Second Lien Term Loans in sales pursuant to Rule 144A and Regulations S under
the Securities Act of 1933 (United States of America), under the Second Lien
Note Indenture, together with interest, fees and all other amounts payable in
connection therewith, generating aggregate gross proceeds of up to $330,000,000
plus additional principal amounts to fund the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing (less the amount of any Second Lien Term Loans
that remain outstanding after the issuance of such Second Lien Notes). 




- 3 - 

“Second Lien Notes
Indenture” means the indenture to be entered into in connection with the
refinancing or exchange of the Second Lien Term Loans among SunOpta, SunOpta
Foods, the guarantors party thereto, a trustee and a collateral agent, pursuant
to which the Second Lien Notes will be issued, as such indenture may be amended,
varied, supplemented, restated, amended and restated, renewed or replaced at any
time and from time to time. 

“Second Lien Term Loan
Agreement” means the second lien loan agreement dated as of October 9, 2015
entered into among, inter alia, SunOpta Foods, as borrower, SunOpta,
certain subsidiaries of SunOpta as subsidiary guarantors and loan parties, the
lenders from time to time party thereto, BMO as administrative agent and
collateral agent and BMO Capital Markets Corp. and Cooperative Centrale
Raiffeisen-Boerenleenbank B.A., New York Branch, as joint lead arrangers and
joint bookrunners, pursuant to which SunOpta Foods may obtain loans in an
aggregate principal amount not in excess of US$330,000,000 (the “Second Lien
Term Loans”) for purposes of assisting with the proposed purchase of all of
the issued and outstanding share capital of Sunrise Holdings (Delaware), Inc.,
as such second lien loan agreement may be amended, varied, supplemented,
restated, amended and restated, renewed or replaced at any time and from time to
time, a true, complete and correct executed copy of which is attached hereto as
Schedule FF. 

	1.3 	
      Headings. The insertion of headings in this Second
      Amending Agreement is for convenience of reference only and shall not
      affect the interpretation of this Second Amending
  Agreement.



SECTION 2 
COVENANTS 

	2.1 	
      Sunrise Acquisition. Section 9.2 of the Credit
      Agreement is hereby amended by inserting the following text as new
      Sections 9.2(t) and 9.2(u):




	 	“(t) 	
      Sunrise Acquisition. Prior to the “Discharge of
      First Lien Obligations” (as defined in the Intercreditor Agreement),
      without the prior written consent of the “First Lien Collateral
      Agent” (as defined in the Intercreditor Agreement), it agrees that no
      “Second Lien Document” (as defined in the Intercreditor Agreement)
      may be amended, restated, renewed, extended, supplemented or otherwise
      modified, and no new Second Lien Document may be granted after the date
      hereof to the extent any such amendment, restatement, renewal, extension,
      supplement or other modification or the terms of such new Second Lien
      Document would: 




	 	(i) 	
      contravene the provisions of the Intercreditor Agreement
      or this Agreement;







- 4 - 

	 	(ii) 	
      increase the then outstanding principal amount of the
      Second Lien Term Loans or, after their issue, the Second Lien Notes (as
      defined in the Intercreditor Agreement);

	 	 	 
	 	(iii) 	
      (A) increase the interest rate (relating to interest
      payable in cash) by more than 3.00% per annum (excluding increases
      resulting from the accrual of interest at the default rate); or (B)
      increase the default rate of interest other than indirectly through an
      interest rate increase permitted under the preceding clause (A);

	 	 	 
	 	(iv) 	
      change (to earlier dates) any dates upon which payments
      of principal or interest are due thereon;

	 	 	 
	 	(v) 	
      change any covenant, default or event of default under,
      and as defined in, such Second Lien Document in a manner adverse to a
      “Grantor” (as defined in the Intercreditor Agreement);

	 	 	 
	 	(vi) 	
      change the redemption, prepayment or defeasance
      provisions thereof; or

	 	 	 
	 	(vii) 	
      increase the obligations of the Obligors under the Second
      Lien Documents or confer any additional rights on the “Second Lien
      Claimholders” (as defined in the Intercreditor Agreement) and/or the
      “Second Lien Collateral Agent” (as defined in the Intercreditor
      Agreement) which would be adverse to the “First Lien Claimholders”
      (as defined in the Intercreditor Agreement) and/or the “First Lien
      Collateral Agent” (as defined in the Intercreditor Agreement) except
      for increases in payment-in-kind interest.



Notwithstanding the foregoing, the
Second Lien Term Loans and/or the Second Lien Notes may be “Refinanced”
(as defined in the Intercreditor Agreement) to the extent (i) the terms and
conditions of such “Refinancing” (as defined in the Intercreditor
Agreement) debt are no less favourable to the First Lien Claimholders and in the
aggregate to the Obligors than the terms and conditions of the Second Lien
Documents (as in effect prior to the Refinancing and as determined in the
reasonable opinion of the First Lien Collateral Agent, acting on behalf of the
Required Lenders); (ii) the outstanding aggregate principal amount of the Second
Lien Term Loans and/or the Second Lien Notes (as applicable) as in effect prior
to the Refinancing is not increased, and all other terms and provisions of such
Refinancing debt would be permitted in an amendment to the Second Lien Documents
in accordance with this Section 9.2(t); and (iii) the holders of such
Refinancing debt or their representative, agent or trustee bind themselves, as
Second Lien Claimholders, in a writing addressed to the First Lien Collateral
Agent for the benefit of itself and the First Lien Claimholders, to the terms of
the Intercreditor Agreement. 




- 5 - 

	 	(u) 	
      Second Lien Term Loans and Second Lien Notes. It
      shall not make, or permit to be made, any voluntary prepayment in respect
      of the Second Lien Term Loans and/or the Second Lien Notes (as
      applicable). In addition to the prohibition in respect of any voluntary
      prepayment of the Second Lien Term Loans and/or the Second Lien Notes (as
      applicable), it shall not make, or permit to be made, any payments of
      principal of, premium, if any, and/or interest on the Second Lien Term
      Loans and/or the Second Lien Notes (as applicable), unless at the time of
      any such payment no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof. It shall not make, or
      permit to be made, any purchase or other acquisition of any Second Lien
      Term Loans and/or the Second Lien Notes (as applicable) (whether by way of
      redemption, open market purchases, privately negotiated transactions,
      tender offers, exchange offers or otherwise), unless at the time of any
      such purchase or other acquisition of Second Lien Term Loans and/or the
      Second Lien Notes (as applicable) no Default or Event of Default shall
      have occurred and be continuing or would occur as a consequence thereof.
      It shall not permit any Subsidiary or Affiliate to guarantee or otherwise
      provide credit support for the Second Lien Term Loans and/or the Second
      Lien Notes (as applicable) unless such Person also guarantees or provides
      the same credit support or is primarily liable for the First Lien
      Obligations.”.



SECTION 3 
EVENTS OF DEFAULT 

	3.1 	
      Events of Default. Section 10.1 of the Credit
      Agreement is hereby amended by inserting the following text as new
      Sections 10.1 (p) and 10.1(q):




	 	“(p) 	Second Lien Term Loan Agreement. There
      occurs a default or event of default under and as defined in the Second
      Lien Term Loan Agreement. 
	 	  	  
	 	(q) 	Second Lien Notes Indenture. There
      occurs a default or event of default under and as defined in the Second
      Lien Notes Indenture.”. 


SECTION 4 
SCHEDULES 

	4.1 	
      Schedules. Schedules EE and FF are hereby added to
      the Credit Agreement, which such Schedules EE and FF are attached hereto,
      respectively, as Exhibit I and Exhibit II hereto.



SECTION 5 
CONDITIONS PRECEDENT 

	5.1 	
      Conditions Precedent. The effectiveness of this
      Second Amending Agreement is subject to and conditional upon the
      satisfaction of the following conditions and the delivery by the Agent to
      the Borrowers of a written notice that this Second Amending Agreement is
      then effective:







- 6 - 

	 	(a) 	
      Delivery of Documents. The Agent and/or
      BMO, as applicable, shall have received Sufficient Copies, in form and
      substance satisfactory to the Agent and/or BMO, as applicable, of the
      following:




	 	(i) 	
      this Second Amending Agreement duly executed by all of
      the parties hereto;

	 	 	 
	 	(ii) 	
      a Certificate of each of the Obligors dated as of the
      date hereof certifying that:




	 	(A) 	
      its constating documents and the by-laws, which shall be
      attached thereto, are complete and correct copies and are in full force
      and effect;

	 	 	 
	 	(B) 	
      all resolutions and all other authorizations necessary to
      authorize the execution and delivery of and the performance by it of its
      obligations under this Second Amending Agreement, the Credit Agreement as
      amended by this Second Amending Agreement and the other Documents to which
      it is a party and all the transactions contemplated thereby; and

	 	 	 
	 	(C) 	
      all representations and warranties contained in the
      Credit Agreement and in the Second Amending Agreement are true and correct
      as if made on the date of the Certificate, except to the extent affected
      by the transactions contemplated by this Second Amending
  Agreement.




	 	(iii) 	
      opinions of counsel to each Obligor, addressed to the
      Agent and each Lender and counsel to the Agent with respect to, inter
      alia, corporate existence, capacity, due authorization, execution and
      delivery of the Second Amending Agreement, together with the
      enforceability of the Second Amending Agreement and the Credit Agreement
      as amended by the Second Amending Agreement; and

	 	 	 
	 	(iv) 	
      such other documents as the Agent may reasonably
      request.



SECTION 6 
REPRESENTATIONS AND WARRANTIES 

	6.1 	
      Representations. Each of the Obligors represents
      and warrants to the Agent and the Lenders
that:




	 	(a) 	
      the Credit Agreement, as amended by this Second Amending
      Agreement, is its legal, valid and binding obligation, enforceable against
      it in accordance with its terms, subject to (i) applicable bankruptcy,
      reorganization, moratorium or similar laws affecting creditors' generally,
      (ii) the fact that specific performance and injunctive relief may only be
      given at the discretion of the courts, and (iii)
the equitable or statutory powers of the courts to stay proceedings
before them and to stay the execution of judgments; 







- 7 - 


	 	(b) 	
      the Credit Agreement, as amended by this Second Amending
      Agreement, does not conflict with any constating document, agreement,
      instrument or undertaking binding upon it or any of its
  properties;

	 	 	 
	 	(c) 	
      no Default or Event of Default now exists under the
      Credit Agreement or will exist after giving effect to this Second Amending
      Agreement;



SECTION 7 
GENERAL 

	7.1 	
      Acknowledgement. The Agent and the Lenders
      acknowledge that the Borrowers have advised that there will be
      insufficient borrowing base availability under Facility B in order for
      SunOpta Foods to make a request for and obtain an Advance under Facility B
      in an amount of up to US$65,500,000 in order to assist with SunOpta Foods’
      proposed purchase of all of the issued and outstanding share capital of
      Sunrise Holdings (Delaware), Inc. (“Sunrise”). Accordingly, the
      Borrowers have requested that the Agent and the Lenders permit certain
      lending and margin value to be attributed to the current assets of Sunrise
      and its various United States subsidiaries (consisting only of Sunrise
      Growers, Inc., Farm Capital Incorporated and Pacific Ridge Farms, LLC)
      which would constitute Eligible Accounts Receivable, Insured Eligible
      Accounts Receivable and/or Eligible Inventory but for the fact that the
      Agent does not then have a perfected first (subject to Permitted Liens)
      priority Lien on behalf of the Lenders on such current assets, in order to
      allow SunOpta Foods to obtain a single Advance in an amount of up to
      US$65,500,000 under Facility B in order to assist with the acquisition of
      Sunrise. In the circumstances, the Agent, the Lenders and SunOpta Foods
      acknowledge and agree that SunOpta Foods may, for purposes of effecting
      the Sunrise acquisition, receive lending/margin value in respect of such
      Eligible Accounts Receivable, Insured Eligible Accounts Receivable and
      Eligible Inventory of each of Sunrise, Sunrise Growers, Inc., Farm Capital
      Incorporated and Pacific Ridge Farms, LLC at advance rates equal to 50% of
      the advance rates otherwise applicable for purposes of calculating the
      Facility B Borrowing Base. The Borrowers, the Agent, the Lenders and the
      other Obligors acknowledge and agree that this accommodation is being made
      by the Agent and the Lenders to SunOpta Foods for a limited period
      commencing on the date of the drawdown of the single Advance under
      Facility B in order to assist with the acquisition of Sunrise until the
      earlier of (i) the date which is 30 days after the closing of SunOpta
      Foods’ acquisition of Sunrise; and (ii) the date on which a satisfactory
      borrowing base certificate and field examination report in respect of
      Sunrise and its subsidiaries which constitute North American Included
      Subsidiaries (including most current, last 3 months, aged accounts
      receivable, accounts payable and inventory listings for Sunrise and its
      relevant North American Included Subsidiaries) have been provided to the
      Agent and each of Sunrise and its North American Included Subsidiaries has
      become an Obligor under the Credit Agreement and has executed and
      delivered the documentation required pursuant to Section 7.3 of the Credit
      Agreement, at which point in time this accommodation shall no longer be
      available and the Facility B Borrowing Base will be calculated in
      accordance with its normal terms under the Credit Agreement. For greater
certainty, the parties acknowledge and agree that no margin or lending value
will be provided in respect of real property or equipment located in the USA
which is owned by Sunrise or its North American Included Subsidiaries until such
point in time as there has been provided in favour of the Agent, as applicable,
an environmental Phase I report, the most recent available appraisal in respect
of such real property or equipment, and a first-ranking Mortgage/Lien (subject
to Permitted Liens) has been granted and exists in favour of the Agent as
required by the Credit Agreement. The parties agree that the provisions of this
Section 7.1 amend the last paragraph of the Waiver and Consent regarding Project
Shine dated July 30, 2015 previously entered into and/or acknowledged by the
Agent, each of the Lenders, each of the Borrowers and each of the other
Obligors. In addition to the foregoing, the parties acknowledge, confirm and
agree that Tradin Organics USA, LLC is an Excluded Subsidiary for purposes of
the Credit Agreement. 







- 8 - 


	7.2 	
      Severability. Any provision of this Second
      Amending Agreement which is prohibited by the laws of any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such
      prohibition without invalidating the remaining terms and provisions
      hereof.

	 	 
	7.3 	
      Costs, Expenses and Taxes. The Obligors agree to
      pay, on demand, all reasonable costs and expenses of the Agent and the
      Lenders in connection with the preparation, execution, delivery, operation
      or enforcement of this Second Amending Agreement and the Credit Agreement
      including, without limitation, the reasonable fees and out-of-pocket
      expenses of the Lenders' counsel and other professionals engaged by the
      Lenders with respect to the preparation, negotiation and documentation of
      this Second Amending Agreement, the Security Documents, if any, and the
      related closing documents with respect thereto and with respect to
      advising the Agent and the Lenders of their rights and responsibilities in
      connection with the continuing operation of the Credit Agreement, as
      amended by this Second Amending Agreement.

	 	 
	7.4 	
      Form of Documents. All documents delivered under
      or in connection with this Second Amending Agreement or under or in
      connection with the Credit Agreement shall be in form and substance
      satisfactory to the Agent, the Lenders and their counsel, in each case,
      acting reasonably.

	 	 
	7.5 	
      Governing Law. This Second Amending Agreement
      shall be governed by and construed in accordance with the laws of the
      Province of Ontario and of Canada applicable therein and shall be treated
      in all respects as an Ontario contract. Each Borrower and Obligor
      irrevocably submits to the non-exclusive jurisdiction of the courts of the
      Province of Ontario and hereby irrevocably agrees that all claims in
      respect of such action or proceeding may be heard and determined in such
      court. Each Obligor hereby irrevocably waives, to the fullest extent it
      may effectively do so, the defence of an inconvenient forum to the
      maintenance of such action or proceeding.

	 	 
	7.6 	
      Governing Documents. The Credit Agreement as
      amended by this Second Amending Agreement and all other Documents
      delivered pursuant to or referenced in the Credit Agreement as amended by
      this Second Amending Agreement constitute the complete agreement of the
      parties hereto with respect to the subject matter hereof and
    supersede any other agreements or understandings between or among each of
the Obligors, the Agent and the Lenders. Save as expressly amended by this
Second Amending Agreement, all other terms and conditions of the Credit
Agreement remain in full force and effect unamended. 







- 9 - 


	7.7 	
      Time of the Essence. Time shall be of the essence
      of this Second Amending Agreement.

	 	 
	7.8 	
      Further Assurances. The Obligors shall from time
      to time promptly, upon the request of the Agent, take or cause to be taken
      such action, and execute and deliver such further documents as may be
      reasonably necessary or appropriate to give effect to the provisions and
      intent of this Second Amending Agreement and the Documents.

	 	 
	7.9 	
      Confirmation of Obligors. By signing this Second
      Amending Agreement, each of the Obligors hereby agrees to comply with all
      of its obligations under the Credit Agreement as hereby amended and, as
      applicable, confirms that the guarantees given by it (and/or its
      predecessor corporations, as applicable) to the Agent and the Lenders and
      all Security Documents given by it (and/or its predecessor corporations,
      as applicable) as security for its obligations, direct, indirect, absolute
      and/or contingent, remain in full force and effect in accordance with
      their respective terms and continue to support all of the Borrowers'
      indebtedness and liabilities, present and future, to, the Agent and the
      Lenders including, without limitation, each Borrower's indebtedness and
      liabilities under the Credit Agreement and the Security Documents granted
      by each such Borrower (and/or their respective predecessor corporations,
      as applicable). For greater certainty, each Obligor that has previously
      executed and delivered a Security Document hereby acknowledges and
      confirms that each such Security Document secures the obligations of such
      Obligor under and in connection with this Agreement and all other relevant
      Documents.

	 	 
	7.10 	
      Counterparts. This Agreement and the Documents may
      be executed and delivered in any number of counterparts, each of which
      when executed and delivered is an original but all of which taken together
      constitute one and the same instrument. This Agreement and the Documents
      may be executed and delivered by facsimile transmission or PDF and each of
      the parties hereto may rely on such facsimile signature or PDF as though
      that facsimile signature or PDF were an original hand-written
      signature.



[SIGNATURE PAGES FOLLOW] 




- S1 - 

IN WITNESS WHEREOF the parties hereto have caused this
Second Amending Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written. 

	SUNOPTA INC. 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 
	  	 
	  	 
	  	 
	SUNOPTA FOODS INC. 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 
	  	 
	  	 
	  	 
	SUNOPTA INVESTMENTS LTD. 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:  VP, General Counsel &
      Corporate Secretary e 
	  	 
	  	 
	SUNOPTA GRAINS AND FOODS INC. 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 
	  	 
	  	 
	SUNOPTA COMPANIES INC. 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 
	  	 
	  	 
	SUNOPTA GLOBAL ORGANIC 	By:   /s/ Jill Barnett 
	INGREDIENTS INC. 	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 
	  	 
	  	 
	CITRUSOURCE, LLC 	By:   /s/ Jill Barnett 
	  	Name:   Jill Barnett 
	  	Title:   VP, General Counsel &
      Corporate Secretary 






- S2 - 

	BANK OF MONTREAL 	By:   /s/ Francois Wentzel
    
	in its capacity as Agent 	Name:   Francois
      Wentzel 
	  	Title:   Managing
      Director 
	  	 
	  	By:________________________________
    
	  	Name: 
	  	Title: 	  
	  	  	  
	  	  	  
	BANK OF MONTREAL 	By:   /s/ Pedram
      Kaya 
	in its capacity as Lender 	Name:   Pedram Kaya
    
	  	Title:   Managing
      Director, Corporate 
	  	Finance, ABL, BMO Bank of
      Montreal 
	  	  	  
	  	By:   /s/ Gary Still 
	  	Name:   Gary Still
    
	  	Title:   Managing
      Director, Corporate 
	  	Finance, ABL, BMO Bank of
      Montreal 
	  	  	  
	  	  	  
	BANK OF MONTREAL 	By:   /s/ Randon Gardley
  
	(Chicago Branch) 	Name:   Randon
      Gardley 
	in its capacity as Lender 	Title:   Vice
      President 
	  	  	  
	  	By:________________________________
    
	  	Name: 	  
	  	Title: 	  
	  	  	  
	  	  	  
	EXPORT DEVELOPMENT 	By:   /s/ Sean Borutskie
  
	CANADA 	Name:   Sean
      Borutskie 
	in its capacity as Lender 	Title:   Asset
      Manager 
	  	  	  
	  	By:   /s/ Sheila Banning
  
	  	Name:   Sheila
      Banning 
	  	Title:   Asset
      Manager 
	  	  	  
	  	  	  
	RABOBANK NEDERLAND 	By:   /s/ Valter Lourenco
    
	CANADIAN BRANCH 	Name:   Valter
      Lourenco 
	in its capacity as Lender 	Title:   Vice President,
      Senior Credit Analyst 
	  	  	  
	  	By:   /s/ Nicolas Stoupak
    
	  	Name:   Nicolas
      Stoupak 
	  	Title:   Executive
      Director 






- S3 - 

	CANADIAN IMPERIAL BANK 	By:   /s/ Lisa Daley
    
	OF COMMERCE 	Name:   Lisa Daley
    
	in its capacity as Lender 	Title:   Authorized
      Signatory 
	  	  	  
	  	By:   /s/ Nicole
      Shinya 
	  	Name:   Nicole
      Shinya 
	  	Title:   Authorized
      Signatory 






EXHIBIT I 

SCHEDULE EE 

[SEE ATTACHED INTERCREDITOR AGREEMENT] 




EXHIBIT II 

SCHEDULE FF 

[SEE ATTACHED SECOND LIEN TERM LOAN AGREEMENT]