EX-10.(j)










Exhibit 10J  



SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 



Made as of February 17,
2005 



Among 



SUNOPTA INC.
SUNOPTA LP

SUNOPTA FOOD GROUP LLC  



as Borrowers 



and 



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



and 



CERTAIN AFFILIATES OFT
HE
BORROWERS
 as Obligors  



and 



BANK OF MONTREAL 
as
Agent  



and 



HARRIS TRUST AND
SAVINGS BANK 
as US Security Agent 











- i - 



Table of Contents 



	 SECTION 1
      INTERPRETATION	 	 	 	2	 
	1.1	         	Certain
      Defined Terms	 	 	 	2	 
	1.2	 	Business
      Day	 	 	 	28	 
	1.3	 	Conflict	 	 	 	28	 
	1.4	 	Currency	 	 	 	28	 
	1.5	 	References	 	 	 	29	 
	1.6	 	Governing
      Law	 	 	 	29	 
	1.7	 	Entire
      Agreement	 	 	 	29	 
	1.8	 	Severability	 	 	 	29	 
	1.9	 	Schedules	 	 	 	30	 
	  
	 SECTION
      2 REPRESENTATIONS AND WARRANTIES	 	 	 	30	 
	2.1	 	Representations,
      Warranties and Agreements of the Obligors	 	 	 	30	 
	2.2	 	Deemed
      Repetition	 	 	 	37	 
	  
	SECTION
      3 THE CREDIT
      FACILITIES	 	 	 	37	 
	3.1	 	Establishment
      of Credit Facilities	 	 	 	37	 
	3.2	 	Availability
      of Credit Facilities	 	 	 	37	 
	3.3	 	Obligations
      of the Lenders Under Facility A, Facility C and Facility D	 	 	 	38	 
	3.4	 	Revolving
      Nature of Facility A, Facility B and Facility D	 	 	 	38	 
	3.5	 	Purpose	 	 	 	39	 
	3.6	 	Initial
      and Maximum Utilization	 	 	 	39	 
	3.7	 	Borrowing
      Procedures - General	 	 	 	40	 
	3.8	 	Libor
      Loans	 	 	 	41	 
	3.9	 	Bankers’
      Acceptances	 	 	 	41	 
	3.10	 	Letters
      of Credit and Letters of Guarantee	 	 	 	43	 
	3.11	 	Hedge
      Contracts	 	 	 	44	 
	3.12	 	Prime
      Loans, USBR Loans, Alternate Base Rate Loans and Overdrafts	 	 	 	45	 
	3.13	 	Conversion
      Option	 	 	 	45	 
	3.14	 	Conversion
      and Rollover Not Repayment	 	 	 	46	 
	3.15	 	Mandatory
      Conversion of Libor Loans and Bankers’ Acceptances	 	 	 	46	 
	3.16	 	Deposit
      of Proceeds of Loans and Discount Proceeds	 	 	 	46	 
	3.17	 	Evidence
      of Obligations	 	 	 	46	 
	  
	SECTION
      4 INTEREST,
      FEES AND EXPENSES	 	 	 	47	 
	4.1	 	Interest
      on Prime Loans and Canadian Overdrafts	 	 	 	47	 
	4.2	 	Interest
      on USBR Loans, Alternate Base Rate Loans and US Overdrafts	 	 	 	47	 
	4.3	 	Interest
      on Libor Loans	 	 	 	48	 
	4.4	 	Fees
      on Bankers’ Acceptances	 	 	 	48	 
	4.5	 	Letters
      of Credit and Letters of Guarantee	 	 	 	49	 
	4.6	 	Commitment
      Fees	 	 	 	49	 
	4.7	 	Applicable
      Pricing	 	 	 	49	 
	4.8	 	Interest
      on Overdue Amounts	 	 	 	50	 
	4.9	 	Interest
      Act	 	 	 	51	 
	4.10	 	Limit
      on Rate of Interest	 	 	 	51	 
	4.11	 	Substitute
      Basis of Advance – Libor Loans	 	 	 	52	 
	4.12	 	Indemnity	 	 	 	52	 















- ii - 



	4.13	 	Breakage
      Costs	 	 	 	53	 
	4.14	 	Change
      in Circumstances	 	 	 	53	 
	4.15	 	Payment
      of Portion	 	 	 	55	 
	4.16	 	Illegality	 	 	 	55	 
	4.17	 	Upfront
      Fee	 	 	 	55	 
	  
	SECTION
      5 REDUCTION
      AND REPAYMENT	 	 	 	55	 
	5.1	 	Term
      and Maturity	 	 	 	55	 
	5.2	 	Repayment	 	 	 	56	 
	5.3	 	Mandatory
      Repayment – Currency Fluctuations	 	 	 	56	 
	5.4	 	Optional
      Prepayment	 	 	 	57	 
	  
	SECTION
      6 PAYMENTS AND TAXES	 	 	 	58	 
	6.1	 	Payments
      Generally	 	 	 	58	 
	6.2	 	Taxes	 	 	 	58	 
	6.3	 	No
      Set-Off	 	 	 	59	 
	6.4	 	Application
      of Payments Before Exercise of Rights	 	 	 	59	 
	6.5	 	Application
      of Payments After Exercise of Rights Under Section 10.2	 	 	 	60	 
	  
	SECTION
      7 SECURITY
      DOCUMENTS	 	 	 	60	 
	7.1	 	Security
      Documents	 	 	 	60	 
	7.2	 	Further
      Assurances	 	 	 	64	 
	  
	SECTION
      8 CONDITIONS PRECEDENT	 	 	 	65	 
	8.1	 	Conditions
      Precedent to Disbursements of Advances	 	 	 	65	 
	8.2	 	Conditions
      Precedent to All Advances	 	 	 	67	 
	8.3	 	Conditions
      Precedent to Advances Under Facility D	 	 	 	67	 
	8.4	 	Waiver
      of a Condition Precedent	 	 	 	68	 
	  
	SECTION
      9 COVENANTS	 	 	 	69	 
	9.1	 	Affirmative
      Covenants	 	 	 	69	 
	9.2	 	Negative
      Covenants	 	 	 	72	 
	9.3	 	Financial
      Covenants of the Borrowers	 	 	 	75	 
	9.4	 	Accounting,
      Financial Statements and Other Information	 	 	 	76	 
	  
	SECTION
      10 DEFAULT AND ENFORCEMENT	 	 	 	78	 
	10.1	 	Events
      of Default	 	 	 	78	 
	10.2	 	Rights
      upon Default and Event of Default	 	 	 	81	 
	10.3	 	Waiver
      of Default	 	 	 	82	 
	  
	SECTION
      11 REMEDIES	 	 	 	83	 
	11.1	 	Remedies
      Cumulative	 	 	 	83	 
	11.2	 	Remedies
      Not Limited	 	 	 	83	 
	11.3	 	Set-Off,
      etc.	 	 	 	83	 
	11.4	 	Agent
      or Lender May Perform Covenants	 	 	 	84	 
	  
	SECTION
      12 THE AGENT
      AND THE LENDERS	 	 	 	84	 
	12.1	 	Arrangements
      for Advances	 	 	 	84	 
	12.2	 	Payments
      by Agent	 	 	 	84	 
	12.3	 	Decision-Making	 	 	 	86	 
















- iii - 


	12.4	 	Security
      Held by Agent and US Security Agent	 	 	 	88	 
	12.5	 	Priorities
      of Security	 	 	 	88	 
	12.6	 	Appointment
      of Agent	 	 	 	88	 
	12.7	 	Protection
      of Agent	 	 	 	89	 
	12.8	 	Duties
      of Agent	 	 	 	90	 
	12.9	 	Indemnification
      of Agent	 	 	 	91	 
	12.10	 	Termination
      or Resignation of Agent	 	 	 	91	 
	12.11	 	Rights
      of Agent as a Lender	 	 	 	92	 
	12.12	 	Financial
      Information	 	 	 	92	 
	12.13	 	Lenders’
      Independent Investigation	 	 	 	92	 
	12.14	 	Legal
      Proceedings by Agent	 	 	 	92	 
	12.15	 	Lenders’
      Obligations Several; No Partnership	 	 	 	93	 
	12.16	 	Sharing
      of Information	 	 	 	93	 
	12.17	 	Acknowledgement
      by Borrower	 	 	 	93	 
	12.18	 	Amendments
      to Section 12	 	 	 	93	 
	12.19	 	Deliveries,
      etc.	 	 	 	93	 
	12.20	 	Agency
      Fee	 	 	 	93	 
	12.21	 	Adjustments
      Among Lenders	 	 	 	94	 
	12.22	 	Agent
      May Debit Accounts	 	 	 	94	 
	  
	SECTION
      13 ASSIGNMENTS	 	 	 	94	 
	13.1	 	Assignment	 	 	 	94	 
	  
	SECTION
      14 MISCELLANEOUS	 	 	 	96	 
	14.1	 	Amendments	 	 	 	96	 
	14.2	 	Notice	 	 	 	96	 
	14.3	 	Disruption
      of Postal Service	 	 	 	97	 
	14.4	 	Environmental
      Indemnity	 	 	 	97	 
	14.5	 	Further
      Assurances	 	 	 	97	 
	14.6	 	Judgment
      Currency	 	 	 	97	 
	14.7	 	Waivers	 	 	 	98	 
	14.8	 	Reimbursement
      of Expenses	 	 	 	98	 
	14.9	 	Submission
      to Jurisdiction	 	 	 	98	 
	14.10	 	Waiver
      of Trial by Jury	 	 	 	98	 
	14.11	 	Counterparts	 	 	 	98	 
	14.12	 	Excluded
      Subsidiaries	 	 	 	99	 
	14.13	 	Acknowledgement	 	 	 	99	 
	  
















SECOND AMENDED AND
RESTATED CREDIT AGREEMENT 



This amended and restated credit
agreement is made as of February 17, 2005 



A M O N G 



	 	
SUNOPTA
INC. 






	 	
and






	 	
SUNOPTA
LP 






	 	
and






	 	
SUNOPTA
FOOD GROUP LLC
as Borrowers 







	 	
and






	 	
EACH OF THE FINANCIAL INSTITUTIONS AND 

OTHER ENTITIES FROM TIME TO TIME PARTIES

TO THIS AGREEMENT
as Lenders 






	 	
and






	 	
CERTAIN
AFFILIATES OF THE BORROWERS
as Obligors 






	 	
and






	 	
BANK
OF MONTREAL
as Agent 






	 	
and






	 	
HARRIS
TRUST AND SAVINGS BANK
 as US Security Agent 






RECITALS: 



	A. 	Certain
of the parties hereto, including without limitation, SunOpta Inc.,           SunOpta LP,
SunOpta Food Group LLC (formerly Sunrich Food Group, Inc.), the           Lenders, the
Agent and the US Security Agent, are parties to an amended and           restated credit
agreement dated as of July 7, 2004 (the “Original           Agreement”). 






     	B.	
          SunOpta Inc. and its various Subsidiaries have recently undertaken and completed
          a significant corporate reorganization and have spun-out assets relating to the
          Opta Minerals division to Opta Minerals Inc. 


          

















- 2 - 



     	C.	
          SunOpta Inc. and its various Subsidiaries desire to amend and restate the
          Original Agreement in its entirety in order to incorporate, among other things,
          new obligors, covenants and certain other provisions set out herein. 


          



     	D.	
          The Lenders, the Agent, the US Security Agent, the Borrowers and the Obligors
          have agreed to amend and restate the terms of the Original Agreement in
          accordance with the terms set forth herein. 


          



FOR VALUE RECEIVED, the
parties agree as follows: 



SECTION 1
INTERPRETATION 



	1.1  	Certain
Defined Terms  






The terms defined below shall have
the indicated meanings unless the context expressly or by necessary implication requires
otherwise: 



“Acceptance Fee”
means a fee payable by the Facility A Borrower with respect to the acceptance of a
Bankers’ Acceptance under this Agreement, as set out in Section 4.4(a). 



“Accounts
Receivable” means all “accounts”, as such term is defined in the
PPSA, now or hereafter acquired by the relevant Borrowers and Obligors and includes all of
the relevant Borrowers’ and Obligors’ accounts, contract rights, instruments,
documents, chattel paper, general intangibles relating to accounts, drafts and
acceptances, and all other forms of obligations owing to the relevant Borrowers and
Obligors arising out of or in connection with the sale or lease of Inventory or otherwise,
all guarantees and other security therefor, whether secured or unsecured, now existing or
hereafter created, and whether or not specifically sold or assigned to the Agent , the US
Security Agent, or a Lender hereunder or in connection herewith. 



“Additional Obligor”
means any Person who has executed and delivered an Additional Obligor Counterpart and such
additional Security Documents as may be required by the Agent or the US Security Agent in
its discretion. 



“Additional Obligor
Counterpart” means a counterpart to this Agreement in the form attached as
Schedule A executed and delivered by any Additional Obligor and the Agent. 



“Advance” means an
extension of credit under any Credit Facility by a Lender to a Borrower by way of:
(a) the advance of a Prime Loan, a USBR Loan, an Overdraft, the acceptance of
Bankers’ Acceptances or the issuance of a Letter of Credit or a Letter of Guarantee
in the case of Facility A; or (b) the advance of an Alternate Base Rate Loan, a
Libor Loan or the issuance of a Letter of Credit in the case of Facility B; or
(c) the advance of an Alternate Base Rate Loan or a Libor Loan in the case of
Facility C; or (d) the advance of an Alternate Base Rate Loan or a Libor Loan in the
case of Facility D. 



“Affiliate” has the
meaning given to it in the Business Corporations Act (Ontario), as in effect on the
Closing Date. 



“Agent” means BMO
when acting as agent and any successor agent appointed under Section 12.10. 


















- 3 - 



“Agent’s Account for
Payments” means (a) for all payments for and by a Borrower under and in
connection with Facility A in Canadian Dollars, the following account maintained by
the Agent at its Toronto main office, to which payments and transfers are to be offered as
follows: 2303-1026-125 or for either purpose, any other account of the Agent as the Agent
may from time to time advise the Borrower and the Lenders in writing; (b) for all
payments for and by a Borrower under and in connection with Facility A in US Dollars,
the following account maintained by the Agent at its Toronto main office, to which
payments and transfers are to be offered as follows: 2303-4601-550 or for either purpose,
any other account of the Agent as the Agent may from time to time advise the Borrower and
the Lenders in writing; (c) for all payments for and by a Borrower under and in
connection with Facility C or Facility D in US Dollars, the following account
maintained by the Agent at its Chicago Branch, to which payments and transfers are to be
effected as follows: 0002-4680-740 or, for either purpose, any other account of the Agent
as the Agent may from time to time advise the Borrowers and the Lenders under
Facility C and Facility D in writing. 



“Agent’s Branch of
Account” means the office of the Agent located at 1 First Canadian Place,
100 King Street West, Toronto, Ontario, M5X 1A1 (Fax No.: (416) 360-7168) or such
other office or branch of the Agent in Canada as the Agent may from time to time advise
the Borrower and the Lenders in writing. 



“Agreement” means
this Second Amended and Restated Credit Agreement, including the Schedules hereto, as
amended, varied, supplemented, restated, renewed or replaced at any time and from time to
time. 



“Alternate Base
Rate” means a fluctuating rate of interest per annum, expressed on the basis of a
year of 365 or 366 days, as applicable, which is equal at all times to the greater of
(a) the reference rate of interest (however designated) of the Chicago Branch of the
Agent for determining interest chargeable by it on United States Dollar commercial loans
in the United States and (b) the sum of (i) the Federal Funds Effective Rate and
(ii) 100 Basis Points per annum. Any change in the Alternate Base Rate shall be
effective on the date the change becomes effective generally. 



“Alternate Base Rate
Loan” means an Advance made by Harris under Facility B or the Lenders under
Facility C or Facility D which is denominated in US Dollars and in respect of
which a Borrower has elected to pay interest in accordance with Section 4.2. 



“Applicable Law”
means, at any time, in respect of any Person, property, transaction or event, all laws,
statutes, regulations, treaties, judgments and decrees applicable to that Person,
property, transaction or event (whether or not having the force of law with respect to
regulatory matters applicable to the Agent, the US Security Agent or the Lenders) and all
applicable requirements, requests, official directives, consents, approvals,
authorizations, guidelines, decisions, rules, orders and policies of any Governmental
Authority having or purporting to have authority over such Person, property, transaction
or event. 



“Assignee” has the
meaning given to it in Section 13.1(c)(i). 



“Assigning Lender” has
the meaning given to it in Section 13.1(c)(i). 



“Associate” has the
meaning given in the Business Corporations Act (Ontario), as in effect on the
Closing Date. 














- 4 - 




“Auditors” means
PricewaterhouseCoopers LLP or any other independent chartered accounting firm of national
standing or otherwise acceptable to the Agent providing audit services to the Borrowers
from time to time. 



“Bankers’
Acceptance” and “B/A” each means a bill of exchange, including a
depository bill issued in accordance with the Depository Bills and Notes Act
(Canada), denominated in Canadian Dollars, drawn by a Borrower and accepted by a Lender. 



“Basis Point” and
“bp” each means one one-hundredth of one percent (.01%). 



“Borrower” means
(a) in respect of Facility A, the Facility A Borrower, (b) in respect
of Facility B, SunOpta Food Group, (c) in respect of Facility C, LP; and
(d) in respect of Facility D, LP. For greater certainty, the reference to the
term “Borrower” or “Borrowers” without reference to any
applicable Credit Facility, unless the context expressly or by necessary implication
requires otherwise, is a reference to all of the Persons referred to above. 



“Borrower’s
Account” means an account of any of the Borrowers maintained, as applicable, at
the Agent’s Branch of Account in respect of Facility A, Harris’ Branch of
Account in respect of Facility B, the Agent’s Chicago Branch in respect of
Facility C and Facility D, or any other branch of the Agent in Canada or the
United States, as applicable, as the Borrowers may from time to time advise the Agent in
writing and includes those accounts listed on Schedule B and “Borrower’s
Accounts” means any two or more such accounts. 



“Branch of Account”
means with respect to each Lender, the branch of that Lender at the address set out
opposite the Lender’s name on Schedule U or such other branch in Canada or the United
States, as applicable, as that Lender may advise the Borrower and the Agent in writing
from time to time. 



“BMO” means Bank of
Montreal and its successors and assigns. 



“Business Day” means
a day on which chartered banks are open for over-the-counter business in Toronto, Ontario,
New York City, New York and Chicago, Illinois and excludes (a) Saturday, Sunday and
any other day which is a statutory holiday in Toronto, Ontario in respect of
Facility A and Chicago, Illinois in respect of Facility B, Facility C and
Facility D and (b) in respect of Libor Loans, any other day on which
transactions cannot be carried out by and between banks in the London Interbank Market. 



“Business Plan”
means collectively the business plans prepared in form and content satisfactory to the
Majority Lenders from time to time, (a) for each of the primary operating Obligors on
an unconsolidated basis, and (b) for the Obligors on a consolidated basis, each
including budgets (including without limitation income statements, balance sheets, cash
flows, ratio compliance and Capital Expenditures) and projections for a one year period
and detailing any proposed Capital Expenditures showing all adjustments made to prepare
the business plan of the Obligors on a consolidated basis from the business plan of the
Obligors on a unconsolidated basis. For greater certainty, budgets will be prepared for
each of the key operating divisions of the consolidated Borrower (Corporate, Steam
Explosion, Food Group and Environmental Industrial) plus related groups within the
applicable division. 



“Canadian Dollar
Amount” means, for any amount on any particular date, the aggregate of: (a) the
portion, if any, of the amount denominated in Canadian Dollars; and (b) the amount in
Canadian Dollars (determined on that date unless otherwise specified herein in accordance
with Section 1.4) of the portion, if any, of the amount denominated in US Dollars or any
other relevant currency. 














- 5 - 




“Canadian Dollars
“and the symbols “$” and “C$” each means lawful
money of Canada. 



“Canadian Overdraft”
means, subject to terms hereof, any draw by the Facility A Borrower by way of
overdraft under Facility A on any of its Canadian Dollar current accounts maintained
with BMO. 



“Canadian Pension
Plans” means, in respect of any Person, all plans or arrangements which are
considered to be pension plans for the purposes of any applicable pension benefits
standards statute or regulation in Canada established, maintained or contributed to by
such Person for its employees or former employees. 



“Capital Asset”
means, at any time, for any Person, the capital or fixed assets of that Person determined
on a consolidated basis in accordance with GAAP. 



“Capital
Expenditure” means, for any period, those expenditures made in connection with
the acquisition, improvement or maintenance of a Capital Asset. 



“Capital Lease”
means, with respect to a Person, any lease or other arrangement relating to property or
assets which would be required to be accounted for as a capital lease on a balance sheet
of that Person in accordance with GAAP. The amount of any Capital Lease at any date shall
be the amount of the obligation in respect thereof which would be included on the balance
sheet. 



“Cash
Equivalents” means: (a) securities issued or fully guaranteed or
insured by the Government of Canada or the Government of a province of Canada or an agency
thereof having maturities of not more than six months from the date of acquisition;
(b) certificates of deposit, time deposits, repurchase agreements, reverse repurchase
agreements, or bankers’ acceptances, having in each case a maturity of not more than
six months, issued by any commercial bank organized under the laws of Canada and having
combined capital and surplus of not less than $1,000,000,000 and a short term
debt rating of at least “A-” or the equivalent; or
(c) commercial paper of an issuer rated at least “A-1” by Standard &
Poor’s Corporation or P-1 by Moody’s Investors Services Inc. and in either case
having a maturity of not more than three months. 



“CDOR Rate”
means, on any day, the annual rate of interest which is the arithmetic average of the
“BA 1 month” rates applicable to Canadian Dollar banker’s acceptances
identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. on such day
(as adjusted by BMO after 10:00 a.m. to reflect any error in any posted rate or in the
posted average annual rate) or if such date is not a Business Day then on the immediately
preceding Business Day. If the rate does not appear on the Reuters Screen CDOR Page as
contemplated above, then the CDOR Rate shall be the rate per annum quoted from time to
time by BMO as being its reference rate then in effect for determining fees on Canadian
Dollar denominated bills of exchange accepted by BMO. 



“Certificate” means,
in respect of a Person that is not an individual, a written certificate signed in the name
of the Person by an appropriate officer thereof and in respect of a Person that is an
individual, a written certificate signed by that individual. 



“CERCLA” means the
Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended. 














- 6 - 




“Chicago Branch”
means the branch of the Agent located at 115 South LaSalle St., 12-W, Chicago, Illinois
60603. 



“CIBC” means,
collectively, Canadian Imperial Bank of Commerce and CIBC New York Agency and each of its
successors and assigns. 



“Claim” means any
claim of any nature whatsoever including any demand, cause of action, suit or proceeding. 



“Closing” shall mean
the closing on the Closing Date of the transactions contemplated herein. 



“Closing Date” means February
17, 2005. 



“Code” means the
United States Internal Revenue Code of 1986, as amended. 



“Collateral” means
the undertaking, property and assets covered by the Security Documents and any other
property, real or personal, tangible or intangible, now existing or hereafter acquired by
any Obligor, or any other party to a Security Document that may at any time be or become
subject to a Lien in favour of the Agent or the US Security Agent, as applicable, on
behalf of the Lenders to secure any or all of the Obligations. When used in relation to
any Person, the term “Collateral” means the undertaking, property and
assets covered by those Security Documents to which that Person is a party and any other
property, real or personal, tangible or intangible, now existing or hereafter acquired by
that Person, that may at any time be or become subject to a Lien in favour of the Agent or
the US Security Agent, as applicable, on behalf of the Lenders to secure any or all of the
Obligations. 



“Commitment” means
with respect to any Lender, its Facility A Commitment, Facility B Commitment,
Facility C Commitment or Facility D Commitment, as the case may be. 



“Consolidated
Borrower” means SunOpta and all Included Subsidiaries on a consolidated basis. 



“Contingent
Obligations” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person: (a) with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to
the obligee of such liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto; (b) with
respect to any letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (c) under any Swap
Transaction; (d) to make take-or-pay or similar payments if required regardless of
nonperformance by any other party or parties to an agreement; (e) for the obligations
of another through any agreement to purchase, repurchase or otherwise acquire any
obligation of another Person or any property constituting security therefor, or to provide
funds for the payment or discharge of such obligation; and (f) to maintain the
solvency, financial condition or any balance sheet item or level of income of another
Person. The amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if not a fixed and determined amount,
the maximum amount so guaranteed or supported. 



“Contract Period”
means the period selected by the Borrower in accordance with Section 3.7(a)
commencing on the Drawdown Date, Issuance Date, Rollover Date or Conversion Date, as
applicable, and expiring on a Business Day, in respect of an Advance during which the
interest rate, discount rate or stamping fee with respect to any Advance is established in
accordance with and subject to Section 3.8 with respect to Libor Loans,
Section 3.9 with respect to Bankers’ Acceptances and Section 3.10 with
respect to Letters of Credit or Letters of Guarantee. 














- 7 - 




“Controlled Group”
means all members of a controlled group of corporations or other business entities and all
trades or businesses (whether or not incorporated) under common control, which together
with a Borrower and any of its subsidiaries, are treated as a single employer under
Section 414 of the Code or Section 4001 of ERISA. 



“Conversion” means
the conversion of an outstanding Advance, or a portion of an outstanding Advance, into an
alternative type of Advance under Section 3.13. 



“Conversion Date”
means the Business Day that a Borrower elects as the date on which a Conversion is to
occur. 



“Credit Facilities”
means, collectively, Facility A, Facility B, Facility C and
Facility D, “Credit Facility” means any one of them. 



“Debt” of a Person
means, without duplication: 



		(a) 	all
debts and liabilities of the Person for borrowed money; 






		(b) 	all
Contingent Obligations of the Person; 







		(c) 	any
obligation, contingent or other, which is required to be classified in
                    accordance with GAAP upon the Person’s balance sheet as a
liability; 







		(d) 	any
obligation secured by any Lien existing on property owned or acquired by
                    the Person subject to the Lien whether or not the obligation secured
thereby                     shall have been assumed; 







		(e) 	any
debt or liability of the Person representing the deferred acquisition cost
                    of property or assets created or arising under any conditional sale
agreement or                     other title retention agreement even though the rights
and remedies of the                     seller under that agreement in the event of
default are limited to repossession                     or sale of property or assets
covered thereby; 







		(f) 	any
liabilities, contingent, unmatured or other, under indemnities given in
                    respect of any bankers’ acceptance, letter of credit or letter
of                     guarantee; 






		(g) 	any
operating lease under which the Person has furnished a residual value
                    guarantee in respect of which the Person is liable as lessee; and 







		(h) 	any
Capital Lease by which the Person is bound. 







but “Debt” does not
include, in respect of the Consolidated Borrower, deferred Taxes, Subordinated Debt and
payment obligations with respect to the Rhodia Price Reduction. 



“Debt to Tangible Net Worth
Ratio” means, with respect to the Consolidated Borrower, (a) Debt divided by
(b) Tangible Net Worth. 














- 8 - 




“Debt Service”
means, for any period, the amount required by the Obligors to service the outstanding Debt
during that period and includes without limitation interest, required principal payments,
payments required or made under any Capital Lease, payments made in respect of letters of
credit or letters of guarantee and the stamping fees and discount rates associated with
bankers’ acceptances facilities. 



“Default” means an
event, circumstance or omission which is an Event of Default or which, with any or all of
the giving of notice, lapse of time, or a failure to remedy the event, circumstance or
omission within a period of time, would be an Event of Default. 



“Discount Proceeds”
means, for any Bankers’ Acceptance issued hereunder, an amount calculated on the
applicable Drawdown Date as follows: 


		 	 	
	  (	1 	 	)	 
	
      

    	 	 
	1
                 +	[DR(CP)]	   x
      BA
	 	             365






Where: 



		(a) 	BA
= the face amount of the Bankers’ Acceptance 







		(b) 	DR
= the Discount Rate applicable to the Bankers’ Acceptance expressed as a
          decimal 







		(c) 	CP
= the applicable Contract Period in days 







		(d) 	the
product of [DR (CP/365)] is rounded up or down to the fifth decimal place           and
..000005 is rounded up 







“Discount Rate”
means with respect to an issue of Bankers’ Acceptances with the same maturity date,
the CDOR Rate. 



“Dispute” means any
cause asserted for non-payment of Accounts Receivable including any dispute, claim,
complaint, set-off, defence, contra account or counterclaim (real or asserted), lawful or
unlawful, whether arising from or relating to a sale of merchandise by a Borrower or any
other transaction or occurrence. 



“Documents” means
this Agreement, the Security Documents, and all Certificates, instruments, agreements and
other documents (including without limitation any Hedge Agreement or Hedge Contract)
delivered, or to be delivered, to the Agent, the US Security Agent or the Lenders under or
in connection with this Agreement or any Security Document and, when used in relation to
any Person, “Documents” means the Documents executed and delivered by
such Person. 



“Drawdown Date”
means any Business Day on which an Advance is made or is deemed to be made. 



“Drive” means Drive
Organics Corporation, a corporation incorporated under the law of British Columbia, and
its successors and permitted assigns. 














- 9 - 




“EBITDA” means, with
respect to any fiscal period of the Consolidated Borrower, the net income of the
Consolidated Borrower (adjusted from time to time, with the prior written consent of the
Agent, for extraordinary gains or losses, income or expenses or for acquisitions of any
other Person) for that period, plus, to the extent deducted in determining the net income,
interest and income taxes accrued during that period, and eliminating any non-cash items
deducted or added in determining that net income, including depreciation, depletion and
amortization expenses and unrealized foreign exchange losses or gains. 



“EDC” means Export
Development Canada (formerly known as Export Development Corporation) and its successors
and assigns. 



“EDC Insured Accounts
Receivable” means Accounts Receivable which are, other than with respect to the
requirement that the account debtor in respect of the Accounts Receivable be located in
Canada or the United States of America, are Eligible Accounts Receivables and are insured
by an EDC Policy. 



“EDC Policy” means,
from time to time, one or more EDC comprehensive insurance policies issued by EDC in
favour of a Borrower which insures the payment of certain Accounts Receivable owing to a
Borrower from time to time and wherein EDC acknowledges that all payments under such EDC
Policy have been assigned to the Agent or the US Security Agent on behalf of the Lenders,
a certified copy of which such EDC Policy and acknowledgment shall be provided to the
Agent or US Security Agent upon issuance. 



“Eligible Accounts
Receivable” shall mean each Account Receivable arising in the ordinary course of
the relevant Obligor’s business from the sale of Inventory which meets the
requirements of the Agent (in respect of Facility A) and Harris (in respect of
Facility B) set out herein and which such requirements may change from time to time.
An Account Receivable shall not be deemed eligible unless such Account Receivable is
subject, as applicable, to the Agent’s or the US Security Agent’s perfected,
first priority security interest on behalf of the Lenders and no other Liens other than
Permitted Liens, and is evidenced by an invoice or other documentary evidence satisfactory
to the Agent (in respect of Facility A) and Harris (in respect of Facility B).
In addition, and without limiting, as applicable, the Agent’s and Harris’
discretion to establish criteria of eligibility in its reasonable credit judgment from
time to time, an Account Receivable shall not be an “Eligible Accounts
Receivable” if: 



		(a) 	it
arises out of a sale made by the relevant Obligor to an Affiliate of the
                    relevant Obligor or to a Person controlled by an Affiliate of the
relevant                     Obligor; 







		(b) 	it
is due or unpaid more than 90 days after the original invoice date; 







		(c) 	30%
or more of the aggregate amount of the Accounts Receivable from the account
                    debtor are unpaid more than 60 days after the invoice due date; 







		(d) 	any
covenant, representation or warranty contained in this Agreement with
                    respect to such Account Receivable has been breached; 







		(e) 	the
account debtor is also the relevant Obligor’s creditor or supplier, or
                    the account debtor has disputed liability, or the account debtor has
made any                     claim with respect to any other Account Receivable due from
such account debtor                     to the relevant Obligor, or the Account
Receivable otherwise is or may become                     subject to any right of setoff
by the account debtor; 


















- 10 - 





		(f) 	any
one or more of the following events has occurred and is continuing with
                    respect to the account debtor on such account: (i) death or
judicial                     declaration of incompetency of an account debtor who is an
individual;                     (ii) the filing by or against the account debtor of
a request, proposal,                     notice of intent to file a proposal, proceeding,
action or petition for                     liquidation, reorganization, arrangement,
adjustment of debts, adjudication as a                     bankrupt, winding-up, or other
relief under the bankruptcy, insolvency,                     restructuring, liquidation,
winding-up, corporate or similar laws of Canada, any                     province or
territory thereof, or any foreign jurisdiction, now or hereafter in
                    effect; (iii) the making of a general assignment by the account
debtor for                     the benefit of creditors; (iv) the appointment of a
receiver, trustee,                     monitor, custodian, liquidator, administrator,
interim receiver, monitor or                     trustee or other official for the
account debtor or for any of the assets of the                     account debtor,
including “trustee” under the Bankruptcy and                     Insolvency
Act, (Canada); (v) the institution by or against the account
                    debtor of any other type of insolvency, liquidation, bankruptcy,
winding-up or                     reorganization proceeding (under the laws of Canada,
the United States of                     America or otherwise, including applicable
corporate statutes, the Bankruptcy                     and Insolvency Act (Canada)
and the Companies’ Creditors                     Arrangement Act (Canada) or
of any formal or informal proceeding for the                     dissolution or
liquidation of, settlement of claims against, or winding up of
                    affairs of, the account debtor; (vi) the sale, assignment, or
transfer of                     all or any material part of the assets of the account
debtor; (vii) the                     nonpayment generally by the account debtor of
its debts as they become due;                     (viii) the failure, cessation of
the business of the account debtor as a                     going concern or insolvency
of the account debtor; or (ix) the account                     debtor calling a
meeting of its creditors or indicating its consent to any                     proceeding
or action hereinabove described; 







		(g) 	the
sale giving rise to the Account Receivable is to an account debtor outside
                    Canada or the United States of America, unless the sale is on letter
of credit,                     guarantee or acceptance terms, in each case, as
applicable, acceptable to the                     Agent or Harris in its reasonable
credit judgment, or unless the Account                     Receivable is an EDC Insured
Accounts Receivable; 







		(h) 	the
sale giving rise to the Accounts Receivable to the account debtor is on a
                    bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment                     or any other repurchase or return basis or is evidenced
by chattel paper; 







		(i) 	the
Agent or Harris, as applicable, believes, in its sole reasonable credit
                    judgment, that collection of such Account Receivable is insecure or
that such                     Account Receivable may not be paid by reason of the account
debtor’s                     financial inability to pay and written notice thereof
has been provided to the                     Borrower; 







		(j) 	the
account debtor is the United States of America, any state or any
                    department, agency or instrumentality of any of them, unless the
Borrower                     assigns its right to payment of such Account Receivable to
the Agent on behalf                     of the Lenders pursuant to the Assignment of
Claims Act of 1940, as                     amended (31 U.S.C. Sub-Section 203 et seq.)
or has otherwise complied with                     other applicable laws, statutes,
regulations or ordinances; 


















- 11 - 





		(k) 	the
account debtor is Canada or any province thereof, or any agency or
                    instrumentality thereof, unless the Borrower has complied with all
applicable                     laws, statutes (including the Financial Administration
Act (Canada)) and                     regulations in order to duly and validly assign
such Account Receivable to the                     Agent on behalf of the Lenders; 







		(l) 	the
goods giving rise to such Account Receivable have not been shipped and
                    delivered to and accepted by the customer or the services giving rise
to such                     Account Receivable have not been performed by the Borrower
and accepted by the                     customer or the Account Receivable otherwise does
not represent a final sale; 







		(m) 	the
Accounts Receivable of the account debtor exceed a credit limit determined
                    by the Agent or Harris, as applicable, in its sole discretion acting
reasonably                     of which the Borrower has received prior written notice,
to the extent such                     Accounts Receivable exceeds such limit; 







		(n) 	any
Account Receivable to the extent rebilled or to the extent subject to any
                    credit notes, allowances, or rebates, including volume rebates; 







		(o) 	the
Account Receivable is subject to any offset, deduction (other than ordinary
                    course volume rebates deducted as provided in paragraph (m) above),
defence,                     Dispute, or counterclaim or if the Account Receivable is
contingent in any                     respect or for any reason; 







		(p) 	the
relevant Obligor has made any agreement with any account debtor for any
                    extension of the time for payment or any deduction from payment,
except for                     discounts or allowances made in the ordinary course of
business for prompt                     payment, all of which discounts or allowances are
reflected in the calculation                     of the face value of each respective
invoice related thereto; 







		(q) 	shipment
of the merchandise or the rendition of services has not been completed
                    or the Account Receivable otherwise represents a progress billing or
the account                     debtor’s obligation to pay is otherwise conditional
upon completion of any                     further performance under any contract,
agreement or arrangement; 







		(r) 	any
return, rejection or repossession of the merchandise has occurred; 







		(s) 	such
Account Receivable is subject to a Lien ranking in priority to the Liens
                    granted to the Agent or the US Security Agent, as applicable, on
behalf of the                     Lenders under the Security Documents; 







		(t) 	such
Account Receivable is not payable to the applicable Obligor. 







		(u) 	such
Account Receivable is not otherwise satisfactory to, as applicable, the
                    Agent or Harris as determined in good faith by the Agent or Harris in
the                     exercise of its reasonable credit judgment upon written notice
being provided to                     the Borrower; 







provided, however, that, as
applicable, the Agent or Harris will provide the relevant Obligors with 20 days prior
written notice if the Agent or Harris is to change any of the criteria (any such change
being consistent with the normal operating procedures of the Agent and the Lenders, as
applicable) relating to the determination of Eligible Accounts Receivable and such change
will take effect with the delivery of the Borrowing Base Certificate immediately following
the expiry of such notice. 














- 12 - 





“Eligible Inventory”
means the aggregate Inventory of the relevant Obligors calculated at the lower of cost and
net realizable value less: 



		(a) 	Inventory
that does not meet the quality or other standards imposed by any
                    Governmental Authorities; 







		(b) 	Inventory
that is unsaleable; 







		(c) 	Inventory
that is subject to any Lien ranking in priority to the Liens granted
                    to the Agent or the US Security Agent, as applicable, on behalf of
the Lenders                     under the Security Documents; 







		(d) 	Inventory
that is not in the possession of the relevant Obligor either                     on
premises owned by the relevant Obligor or in respect of which the
                    Agent or the US Security Agent, as applicable, has not received a
waiver of the                     Landlords’ rights in respect of such Inventory in
form and substance                     satisfactory to the Agent or the US Security
Agent, as applicable; 







		(e) 	Inventory
located outside Canada or the United States, other than Inventory for
                    which title has passed to the relevant Obligor which is insured to
the full                     value thereof and for which the Agent or the US Security
Agent, as applicable,                     shall have in its possession (i) all
negotiable bills of lading properly                     endorsed in favour of the Agent
or the US Security Agent, as applicable, and                     (ii) all
non-negotiable bills of lading issued in the Agent’s name or                     the
US Security Agent’s name. 







		(f) 	any
other Inventory deemed ineligible, as applicable, by the Agent or Harris in
                    its sole discretion, 







provided, however, that, as
applicable, the Agent or Harris will provide the relevant Obligors with 20 days prior
written notice if the Agent or Harris is to change any of the criteria (any such change
being consistent with the normal operating procedures of the Agent and the Lenders, as
applicable) relating to the determination of Eligible Inventory and such change will take
effect with the delivery of the Borrowing Base Certificate immediately following the
expiry of such notice. Notwithstanding the foregoing and for greater certainty with
respect to item (d) above, (i) Inventory which has an aggregate value (calculated at the
lower of cost and net realizable value) of less than or equal to US$100,000.00 may be
located on leased premises in respect of which no waiver of Landlord’s rights has
been obtained, and (ii) Inventory which has an aggregate value (calculated at the lower of
cost and net realizable value) of greater than US$100,000.00 may be located on leased
premises in respect of which no waiver of Landlord’s rights has been obtained
provided, however, that an amount equal to three months rent (in respect of the rent for
the relevant leased premises) will be deducted from the lending value otherwise
attributable to the Inventory located on the relevant leased premises. 



“Environmental
Activity” means any activity, event or circumstance in respect of a Hazardous
Substance including its storage, use, holding, collection, purchase, accumulation,
assessment, generation, manufacture, construction, processing, treatment, stabilization,
disposition, handling or transportation or its Release into the natural environment
including movement through or in the air, soil, subsoil, surface water or groundwater. 














- 13 - 





“Environmental Laws”
means all Applicable Laws pertaining to environmental or occupational health and safety
matters, in effect as at the date hereof and as may be brought into effect or amended at a
future date, including those pertaining to reporting, licensing, permitting,
investigation, remediation and clean-up in connection with any presence or Release of a
Hazardous Substance or threat of same or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling and the like of
a Hazardous Substance. 



“ERISA” means the
Employee Retirement Income Security Act of 1974 of the United States, together with
the regulations thereunder as the same may be amended from time to time. Reference to
Sections of ERISA also refer to any successive Sections thereto. 



“ERISA Plan” means
an “employee welfare benefit plan” or “employee pension benefit plan”
as such terms are defined in Sections 3(1) and 3(2) of ERISA. 



“Event of Default”
means any of the events or circumstances specified in Section 10.1. 



“Excluded
Subsidiary” means any Subsidiary of SunOpta Inc. now or hereafter designated in
writing by the Agent and the Lenders to be an Excluded Subsidiary for purposes of this
Agreement, and the name of any Excluded Subsidiary shall be set out on Schedule
“Y” from time to time; 



“Excluded Taxes”
means, in relation to the Agent or any Lender, any Taxes imposed on the net income or
capital of the Agent or any Lender by any Governmental Authority as a result of the Agent
or the Lender (a) carrying on a trade or business or having a permanent establishment
in any jurisdiction or political subdivision thereof, (b) being organized under the
laws of such jurisdiction or any political subdivision thereof, or (c) being or being
deemed to be resident in such jurisdiction or political subdivision thereof. 



“EXIM” means The
Export-Import Bank of the United States and its successors and assigns. 



“EXIM Insured Accounts
Receivable” means Accounts Receivable which are, other than with respect to the
requirement that the account debtor in respect of the Accounts Receivable be located in
Canada or the United States of America, are Eligible Accounts Receivables and are insured
by an EXIM Policy. 



“EXIM Policy” means,
from time to time, one or more EXIM comprehensive insurance policies issued by EXIM in
favour of a Borrower which insures the payment of certain Accounts Receivable owing to a
Borrower from time to time and wherein EXIM acknowledges that all payments under such EXIM
Policy have been assigned to the Agent or the US Security Agent on behalf of the Lenders,
a certified copy of which such EXIM Policy and acknowledgment shall be provided to the
Agent or US Security Agent upon issuance. 



“Existing Borrowers’
Debt” means those Debts listed in Schedule R. 



“Facility A”
has the meaning given to it in Section 3.1(a). 




“Facility A
Borrower” means SunOpta which may obtain Advances under Facility A. 














- 14 - 





“Facility A Borrowing
Base” means, as of any date of determination thereof by the Agent from time to
time, an amount equal to the aggregate at such time of: 



		(a) 	75%
of the value of Eligible Accounts Receivable in respect of SunOpta (and all
                    divisions thereof including Stake Tech Steam Explosion, SunOpta
Organics, Wild                     West Organic Harvest, Pro Organics, Kettle Valley
Dried Fruit, Snapdragon Foods,                     Supreme Foods and Kofman-Barenholtz
Foods), Drive and SunOpta Ingredients                     Canada; 







		(b) 	90%
of the value of EDC Insured Accounts Receivable and EXIM Insured Accounts
                    Receivable in respect of SunOpta (and all divisions thereof including
Stake Tech                     Steam Explosion, SunOpta Organics, Wild West Organic
Harvest, Pro Organics,                     Kettle Valley Dried Fruit, Snapdragon Foods,
Supreme Foods and Kofman-Barenholtz                     Foods), Drive and SunOpta
Ingredients Canada, less any claims made by the                     relevant Obligor
under and, without duplication, amounts received by the                     Facility A
Borrower or the relevant Obligor pursuant to the EDC Policy or                     EXIM
Policy in any particular calendar year, provided however that the amount
                    available to the Facility A Borrower from time to time under
this clause                     (b) shall not at any time exceed an amount equal to the
then maximum coverage                     amount for EDC Insured Accounts Receivables or
EXIM Insured Accounts Receivable                     in respect of SunOpta (and all
divisions thereof including Stake Tech Steam                     Explosion, SunOpta
Organics, Wild West Organic Harvest, Pro Organics, Kettle                     Valley
Dried Fruit, Snapdragon Foods, Supreme Foods and Kofman-Barenholtz
                    Foods), Drive and SunOpta Ingredients Canada insured by the EDC
Policy or EXIM                     Policy; 







		(c) 	100%
of Accounts Receivable in respect of SunOpta (and all divisions thereof
                    including Stake Tech Steam Explosion, SunOpta Organics, Wild West
Organic                     Harvest, Pro Organics, Kettle Valley Dried Fruit, Snapdragon
Foods, Supreme                     Foods and Kofman-Barenholtz Foods), Drive and SunOpta
Ingredients Canada arising                     on sales on letter of credit, guarantees
or acceptance terms acceptable to the                     Agent; and 







		(d) 	50%
of the value of Eligible Inventory in respect of SunOpta (and all divisions
                    thereof including Stake Tech Steam Explosion, SunOpta Organics, Wild
West                     Organic Harvest, Pro Organics, Kettle Valley Dried Fruit,
Snapdragon Foods,                     Supreme Foods and Kofman-Barenholtz Foods), Drive
and SunOpta Ingredients                     Canada; 







provided, however,
(i) that the Agent will provide the Facility A Borrower with 20 days prior
written notice if the Agent is to change any of the criteria (other than the margin
advance rates described above which may only be changed with the agreement of the
Facility A Borrower) relating to the Facility A Borrowing Base, which change
shall take effect with the delivery of the Facility A Borrowing Base Certificate
immediately following the expiry of such notice and (ii) the lending value under
Facility A attributable to Eligible Inventory shall not at any time exceed
$7,500,000. 



“Facility A and B
Pricing Grid” has the meaning given to in Section 4.7(a). 



“Facility A
Commitment” means, with respect to any Lender, the principal amount set out
beside such Lender’s name in Schedule V with reference to Facility A, as amended
from time to time, and to the extent not cancelled or terminated hereunder. 














- 15 - 





“Facility A Unutilized
Portion” means, in respect of Facility A, at the date of determination, the
maximum principal amount of such Credit Facility expressed in Canadian Dollars at
such date, after giving effect to any reductions required by this Agreement, minus the
Utilized Portion of such Credit Facility expressed in Canadian Dollars at such date. 



“Facility A Utilized
Portion” means, in respect of Facility A, at the date of determination, the
aggregate principal Canadian Dollar Amount of all Advances outstanding under such Credit
Facility at such date. 



“Facility B”
has the meaning given to it in Section 3.1(b). 



“Facility B Borrowing Base”
means, as of any date of determination thereof by Harris from time to time, an amount
equal to the aggregate at such time of: 



		(a) 	75%
of the value of Eligible Accounts Receivable in respect of SunOpta Food
                    Group, Sunrich, SunOpta Aseptic, Northern Food, SunOpta Ingredients,
Organic                     Ingredients and Sonne Labs; 







		(b) 	90%
of the value of EDC Insured Accounts Receivable and EXIM Insured Accounts
                    Receivable in respect of SunOpta Food Group, Sunrich, SunOpta
Aseptic, Northern                     Food, SunOpta Ingredients, Organic Ingredients and
Sonne Labs, less any claims                     made by the relevant Obligor under and,
without duplication, amounts received by                     SunOpta Food Group or the
relevant Obligor pursuant to the EDC Policy or EXIM                     Policy in any
particular calendar year, provided however that the amount                     available
to SunOpta Food Group from time to time under this clause (b) shall
                    not at any time exceed an amount equal to the then maximum coverage
amount for                     EDC Insured Accounts Receivables or EXIM Insured Accounts
Receivable in respect                     of SunOpta Food Group, Sunrich, SunOpta
Aseptic, Northern Food, SunOpta                     Ingredients, Organic Ingredients and
Sonne Labs insured by the EDC Policy or                     EXIM Policy; 







		(c) 	100%
of Accounts Receivable in respect of SunOpta Food Group, Sunrich, SunOpta
                    Aseptic, Northern Food, SunOpta Ingredients, Organic Ingredients and
Sonne Labs                     arising on sales on letter of credit, guarantees or
acceptance terms acceptable                     to Harris; and 







		(d) 	50%
of the value of Eligible Inventory in respect of SunOpta Food Group,
                    Sunrich, SunOpta Aseptic, Northern Food, SunOpta Ingredients, Organic
                    Ingredients and Sonne Labs, except where the Eligible Inventory is
commodity                     corn, soy beans, sunflowers or any other grain product that
is commodity in                     nature, in which case the margin limit shall be
increased from fifty percent                     (50%) to seventy-five percent (75%) (and
for greater certainty, such                     seventy-five percent (75%) limit shall
apply only to Eligible Inventory which is                     commodity corn and soy
beans); 







provided however, that
(i) Harris will provide SunOpta Food Group with 20 days prior written notice if
Harris is to change any of the criteria (other than the margin advance rates described
above which may only be changed with the agreement of SunOpta Food Group) relating to the
Facility B Borrowing Base, which change shall take effect with the delivery of the
Facility B Borrowing Base Certificate immediately following the expiry of such
notice; and (ii) the lending value attributable under Facility B to Eligible
Inventory shall not at any time exceed US$10,000,000. 














- 16 - 




“Facility B
Commitment” with respect to any Lender, the principal amount set out beside such
Lender’s name in Schedule V with reference to Facility B, as amended from time
to time, and to the extent not cancelled or terminated hereunder. 



“Facility B Unutilized
Portion” means, in respect of Facility B, at the date of determination, the
maximum principal amount of such Credit Facility expressed in US Dollars at such
date, after giving effect to any reductions required by this Agreement, minus the Utilized
Portion of such Credit Facility expressed in US Dollars at such date. 



“Facility B Utilized
Portion” means, in respect of Facility B, at the date of determination, the
aggregate principal amount of all Advances outstanding under such Credit Facility in
US Dollars at such date. 



“Facility C”
has the meaning given to it in Section 3.1(c). 



“Facility C
Commitment” means, with respect to any Lender, the principal amount set out
beside such Lender’s name in Schedule V with reference to Facility C, as
amended from time to time, and to the extent not cancelled or terminated hereunder. 



“Facility C and D
Pricing Grid” has the meaning given to in Section 4.7(b). 



“Facility D”
has the meaning given to it in Section 3.1(d). 



“Facility D
Commitment” with respect to any Lender, the principal amount set out beside such
Lender’s name in Schedule V with reference to Facility D, as amended from time
to time, and to the extent not cancelled or terminated hereunder. 



“Facility D Revolving
Period Maturity Date” means June 30, 2005, as such date may be extended for a
period of 364 days from time to time in accordance with Section 5.1. 



“Facility D Unutilized
Portion” means, in respect of Facility D, at the date of determination, the
maximum principal amount of such Credit Facility expressed in US Dollars at such
date, after giving effect to any reductions required by this Agreement, minus the Utilized
Portion of such Credit Facility expressed in US Dollars at such date. 



“Facility D Utilized
Portion” means, in respect of Facility D, at the date of determination, the
aggregate principal amount of all Advances outstanding under such Credit Facility in
US Dollars at such date. 



“Federal Funds Effective
Rate” means, for any day, the annual rate of interest quoted for that day in
H.15(519) opposite the caption “Federal Funds (Effective)". If H.15(519)
is not available for the relevant day, the Federal Funds Effective Rate shall be
the annual rate of interest quoted for that day in the Composite 3:30 p.m. Quotations for
US Government Securities for that day under the caption “Federal Funds Effective
Rate”. If neither of the foregoing quotations is available, the “Federal
Funds Effective Rate” shall be the average of the quotations for that day on
overnight federal funds (those words to have the meaning generally given to them by money
market brokers of recognized standing doing business in the United States of America)
transactions received by the Agent from three federal funds brokers of recognized standing
selected by the Agent. For the purposes of this definition, “H.15(519)”
means the weekly statistical release published by the Board of Governors for the Federal
Reserve System of the United States or any successor and “Composite 3:30 p.m.
Quotations for US Government Securities” means the daily statistical release
published by the Federal Reserve Bank of New York or any successor. 














- 17 - 




“Fiscal Quarter”
means each three month period of any Obligor, as the case may be, all of which currently
end on March 31, June 30, September 30 and December 31. 



“Fiscal Year” means
the fiscal year of each Obligor, all of which currently end on December 31. 



“Fixed Charge
Coverage” means, with reference to the Consolidated Borrower (a) EBITDA, less
cash taxes and sustaining Capital Expenditures (namely up to US$4,500,000 in each of 2004
and 2005 or such other amount as may be mutually agreed upon for years after 2004) divided
by (b) Debt Service. 



“Funded Debt” means,
with reference to the Consolidated Borrower at any time and without duplication: 



		(a) 	all
debts and liabilities for borrowed money including the Obligations; 







		(b) 	all
debts or liabilities (including without limitation any earn-out amount
                    payable by the Consolidated Borrower in connection with any agreement
once the                     quantum of such earn-out payment is determined) representing
the deferred                     acquisition cost of property or assets created or
arising under any conditional                     sale agreement or other title retention
agreement even though the rights and                     remedies of the seller under
that agreement in the event of default are limited                     to repossession or
sale of property or assets covered thereby; 







		(c) 	all
liabilities, contingent, unmatured or other, under indemnities given in
                    respect of any bankers’ acceptance, letter of credit or letter
of                     guarantee; 







		(d) 	all
operating leases under which a residual value guarantee or the equivalent
                    has been furnished. 







		(e) 	all
Capital Leases; and 







		(f) 	all
liabilities under Swap Transactions determined on a “mark to
                    market” basis, 







after deducting all cash on deposit
with, as applicable, the Agent, the US Security Agent, BMO, CIBC or Harris and the value
of all marketable securities acceptable to the Agent or the US Security Agent in its sole
discretion and which are subject to Liens in favour of the Agent or the US Security Agent
on behalf of the Lenders under the Security Documents but excludes, to the extent included
above, Subordinated Debt, accounts payable incurred in the ordinary course of the
Borrowers’ business and payment obligations with respect to the Rhodia Price
Reduction. 



“Funded Debt to EBITDA
Ratio” means, with reference to the Consolidated Borrower, the Consolidated
Borrower’s Funded Debt divided by the Consolidated Borrower’s EBITDA. 



“GAAP” means
generally accepted accounting principles in effect from time to time in Canada or the
United States, as the case may be, applicable to the relevant Person, applied in a
consistent manner from period to period. 














- 18 - 




“Government
Approvals” means, with respect to any Person, all licenses, permits, consents,
authorizations and approvals from any and all Governmental Authorities required for the
conduct of that Person’s business as presently conducted. 



“Governmental
Authority” means any domestic or foreign government including any federal,
provincial, state, territorial or municipal government and any executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to, government or any
person, body, department, bureau, agency, board, tribunal, commission branch or office
thereof or having or claiming to have jurisdiction over the Obligors or any of their
respective property or assets. 



“Harris” means Harris Trust and
Savings Bank and its successors and assigns. 



“Hazardous
Substance” means any solid, liquid, gas, odour, heat, sound, vibration, radiation
or combination of them that may impair the natural environment, injure or damage property
or plant or animal life or harm or impair the health of any individual and includes, but
is not limited to, petroleum, its derivatives, by-products or other hydrocarbons,
asbestos, controlled products, wastes and any other materials are regulated by
Environmental Laws or which may not by their nature be hazardous, either in fact or as
defined in or pursuant to any Environmental Laws but which become prohibited, controlled
or regulated by any Governmental Authority. 



“Hedge Agreement”
has the meaning set forth in Section 3.11(c). 



“Hedge Contract”
means a Swap Transaction for the purchase of Canadian Dollars, US Dollars, or any
other currency in which one of the Borrower’s is doing business with US Dollars or
Canadian Dollars, as applicable, at an agreed rate of exchange on a specified date, an
interest rate or currency swap or any other interest or exchange rate exposure management
arrangement in respect of Canadian Dollars, US Dollars or any other currency in which one
of the Borrower’s is doing business. 



“Hedge Contract
Exposure” means, with reference to any Hedge Contract, the amount owing to the
issuer of that Hedge Contract in the event of a default under and determined in accordance
with the terms of the applicable Hedge Agreement. 



“Included
Subsidiary” means any Subsidiary of SunOpta, which at any time has assets or
revenues of greater than or equal to C$100,000. For greater certainty, the term
“Included Subsidiary” shall not include any Person which is designated as
an Excluded Subsidiary in accordance with the provisions of this Agreement. 



“including” means
“including without limitation” and the term “including” shall not be
construed to limit any general statement which it follows to the specific or similar items
or matters immediately following it. 



“Indemnified Person”
means the Agent, the US Security Agent and each Lender from time to time and its officers,
directors, employees, attorneys and agents. 



“Intellectual
Property” means all trade or brand names, business names, trade-marks (including
logos), trade-mark registrations and applications, brand names, service marks, service
mark registrations and applications, copyrights, copyright registrations and applications,
issued patents and pending applications and other patent rights, industrial design
registrations, pending applications and other industrial design rights, trade secrets,
proprietary information and know-how, equipment and parts lists and descriptions,
instruction manuals, inventions, inventors’ notes, research data, blue prints,
drawings and designs, formulae, processes, technology and other intellectual property,
together with all registered user agreements, technology transfer agreements and other
agreements or instruments relating to any of the foregoing. 














- 19 - 




“Interest Expense”
means, with reference to the Consolidated Borrower and any period, the cost of advances of
Funded Debt outstanding during that period including interest charges, the interest
component of Capital Leases, fees payable in respect of letters of credit and letters of
guarantee and discounts incurred and fees payable in respect of bankers’ acceptances,
all determined on a consolidated basis. 



“Interest Payment
Date” means, in respect of any Facility, the last Business Day of each month or
such other day of each month as Harris (in respect of Facility B), the Agent (in
respect of Facility A, Facility C and Facility D) and the relevant
Borrowers may otherwise agree. 



“Inventory” means
inventory of the relevant Obligors now or hereafter acquired consisting of all readily
saleable finished goods for which an identifiable market is discernable but shall not
include work in progress unless such work in progress is, in the opinion of the Agent (in
respect of Facility A) or Harris (in respect of Facility B) in its sole
discretion, in a readily saleable condition. 



“Issuance Date”
means the date on which a Letter of Credit or a Letter of Guarantee is issued by any
Lender at the request of a Borrower. 



“ITA” means the
Income Tax Act (Canada) and any successor thereto, and any regulations promulgated
thereunder. 



“Landlord” means any
landlord of an Obligor pursuant to a lease agreement between such landlord and an Obligor,
whether oral or in writing, in respect of the lease of any property. 



“L/C Agreement” has
the meaning specified in Section 3.10(d). 



“Lenders” means all of
the banks and other financial institutions named on the signature pages of this Agreement
and any Assignee and their successors and “Lender” means any one or all
of them if the context so requires. For greater certainty, without limiting the generality
of the foregoing, the term “Lender” shall mean, as of the date of this
Agreement, (a) each of BMO and CIBC in respect of Facility A, (b) Harris only in
respect of Facility B, (c) each of BMO, CIBC and Harris in respect of
Facility C, and (d) each of BMO, CIBC and Harris in respect of Facility D. 



“Letter of Credit”
means a standby documentary credit issued by the Agent on behalf of the Lenders in respect
of Facility A or issued by Harris in respect of Facility B at the request and
for the account of a Borrower to beneficiaries resident in Canada or the United States, as
applicable. 



“Letter of
Guarantee” means a letter of guarantee issued by the Agent on behalf of the
Lenders in respect of Facility A at the request and for the account of a Borrower to
beneficiaries resident in Canada or the United States, as applicable. 



“LIBOR” means the
rate of interest per annum for deposits in US Dollars appearing on page 3750 of the
Telerate screen as of 11:00 a.m. London time two Business Days in Toronto and London prior
to the relevant Drawdown Date or Rollover Date, for the designated maturity and the amount
selected, provided that if Telerate page 3750 is unavailable, then LIBOR shall be
determined by the Agent with reference to Reuters page LIBO as of 11:00 a.m. London time
two Business Days in Toronto and London prior to the relevant Drawdown Date or Rollover
Date, for the designated maturity and the amount selected, further provided that if
Reuters page LIBO is unavailable, then LIBOR shall be determined by the Agent as the rate,
if any, at which it is prepared to offer deposits to leading banks in the London interbank
eurocurrency market in US Dollars, for the designated maturity and the amount selected,
for delivery on the relevant Drawdown Date or Rollover Date. 














- 20 - 




“Libor Interest
Date” means, with respect to any Libor Loan, the date falling on the last day of
each Contract Period applicable to the Libor Loan and, if the applicable Contract Period
is longer than three months, the date falling every three months after the beginning of
the Contract Period and the last day of the Contract Period. 



“Libor Loan” means
an Advance which is denominated in US Dollars and in respect of which a Borrower has
elected to pay interest in accordance with Section 4.3. 



“Lien” means any
mortgage, charge, lien, hypothec or encumbrance, whether fixed or floating on, or any
security interest in, any property, whether real, personal or mixed, tangible or
intangible, any pledge or hypothecation of any property, any deposit arrangement,
priority, conditional sale agreement, other title retention agreement or equipment trust,
Capital Lease or other security arrangement of any kind. 



“LLC” means
SunOpta LLC, a limited liability company formed under the laws of the State of Delaware
and its successors and permitted assigns. 



“Loan” means a Prime
Loan, a USBR Loan, an Overdraft, an Alternate Base Rate Loan or a Libor Loan and
“Loans” means any combination of them. 



“Loss” means any
loss whatsoever, whether direct or indirect, including expenses, costs, damages,
judgments, penalties, awards, assessments, fines and any and all fees, disbursements and
expenses of counsel, experts and consultants. 



“LP” means SunOpta
LP, a limited partnership formed under the laws of the State of Delaware and its
successors and permitted assigns. 



“Majority Lenders”
means at any time, three (3) or more Lenders which in the aggregate have issued
Commitments hereunder representing two thirds (66.67%) or more of the amount of credit
available under this Agreement. 



“Material Adverse
Change” means, with reference to any Person, a change that would reasonably be
expected to have a Material Adverse Effect on that Person. 



“Material Adverse
Effect” means a material adverse effect on (a) the business, operations, or
property or financial or other condition of a Person which would negatively affect the
ability of that Person to perform and discharge its obligations under this Agreement, any
of the other Documents, or its Material Contracts, (b) the Collateral, the Agent’s,
any Lender’s or the US Security Agent’s Liens on the Collateral or the priority
of those Liens, or (c) the Agent’s, any Lender’s or the US Security Agent’s
ability to enforce its rights or remedies under this Agreement or any of the other
Documents. 



“Material Contract”
means, in respect of any Person, any contract or agreement to which the Person is a party
or by which it is bound which is material to its business, having regard to its subject
matter or the potential consequences of breach or termination. 














- 21 - 




“Material License”
means, in respect of any Person, any license granted to such Person which is material to
its business, having regard to its subject matter or the potential consequences of breach
or termination. 



“Maturity Date”
means (a) with respect to Facility A, June 30, 2005, as such date may be
extended for a period of 364 days from time to time in accordance with Section 5.1, (b)
with respect to Facility B, June 30, 2005, as such date may be extended for a period
of 364 days from time to time in accordance with Section 5.1, (c) with respect to
Facility C, June 30, 2008, and (d) with respect to Facility D, June 30,
2008. 



“Northern Food”
means Northern Food and Dairy, Inc., a corporation incorporated under the laws of
Minnesota, and its successors and permitted assigns. 



“Obligations” means
all loans, advances, debts, liabilities and obligations for the performance of covenants,
tasks or duties or for the payment of monetary amounts (whether or not performance is then
required or contingent, or whether or not those amounts are liquidated or determinable)
owing by the Borrowers and/or the Obligors to the Agent, the US Security Agent or any
Lender, as applicable, under any or all of the Documents and all covenants and duties
regarding those amounts, of any kind or nature, present or future, whether or not
evidenced by any agreement or other instrument, owing under any or all of the Documents
including all obligations owed by the Borrowers to the Lenders under the Credit
Facilities. 



“Obligor”
means each of the Borrowers, any other Person and their respective successors and
permitted assigns delivering any of the Security Documents or any Additional Obligor and
“Obligors” means all of them. For greater certainty, the term
“Obligor” includes, 1510146 Ontario, Drive, Northern Food, Sunrich, ULC,
LLC, SunOpta Holding, SunOpta Financing, SunOpta Aseptic, SunOpta Ingredients, SunOpta
Ingredients Canada, Sonne Labs and Organic Ingredients. 



“Organic
Ingredients” means Organic Ingredients Inc., a corporation incorporated under the
laws of California. 



“Original Currency”
has the meaning given to it in Section 14.6. 



“Other Currency” has
the meaning given to it in Section 14.6. 



“Overdraft” means a
Canadian Overdraft and/or US Overdraft as the context requires. 



“Permitted
Investments” means Investments by any Obligor in Persons or assets principally
related to the natural or organic food business, provided that (i) each Investment shall
not exceed a maximum amount of US$5,000,000 (which amount shall include any Debt assumed
and any projected earn out payments required to be made as a result of such Investment),
(ii) the aggregate of all Investments made by all Obligors in any fiscal year of SunOpta
shall not exceed an aggregate maximum amount of US$15,000,000, (iii) each Investment in
any such Person or assets shall be accretive to the earnings of the relevant Obligor, (iv)
each Investment in any such Person shall be consented to by such Person or its
shareholders or directors, as applicable, and such Investment shall not be or consist of a
hostile takeover, (v) the Obligor shall acquire a 100% ownership interest in the
relevant Person if the Investment is effected by way of a share purchase, (vi) all Debt
attached to or associated with such Investment (other than in favour of the Lenders
hereunder) must be repaid upon the closing of the Investment and all Liens in connection
therewith must be discharged. Notwithstanding the foregoing, if the Investment is in a
Person that will, as a result of such Investment, become a subsidiary, the Borrower may
take up to 30 days after making such Investment to repay all Debt attached to or
associated with such Investment (other than in favour of the Lenders hereunder), discharge
all Liens and provide the Lenders with such first ranking security as the Lenders may
require, and (vii) if the Investment in whole or in part is to be funded by the proceeds
of Advances under Facility A or Facility B, then after giving effect to the
requested Advance under either Facility A or Facility B, as applicable, there
shall remain available for borrowing an amount of at least US$5,000,000 either under
Facility A or Facility B. For greater certainty, no separate Investment shall be
permitted if such Investment were to cause the foregoing US$15,000,000 aggregate limit to
be exceeded or the proposed Investment otherwise contravenes the provisions of this
Agreement. 














- 22 - 




“Permitted Liens”
means, with respect to any property or asset of any Person: 



		(a) 	in
respect of personal property: 







	 	(i) 	Liens
arising under the Documents or intended to be created pursuant to this
                    Agreement or any Security Document;  







	 	(ii) 	Liens
for Taxes against personal property (A) which are not delinquent or
                    remain payable without penalty or which are being contested in good
faith in                     accordance with Section 9.1(h) by appropriate proceedings
and for which                     appropriate reserves have been taken in accordance with
GAAP, provided                     that, in respect of this clause (ii), all such
Liens secure claims in the                     aggregate at any time outstanding for the
Obligors not exceeding $100,000,                     excluding any such Lien where there
is any material risk that enforcement                     proceedings in respect thereof
will result in the seizure or sale of the                     relevant property or
assets;  







	 	(iii) 	carriers’,
warehousemen’s, mechanics’, landlords’,                     materialmen’s,
repairmen’s or other similar Liens arising in the                     ordinary
course of business which are not delinquent for more than 90 days or
                    remain payable without penalty or which are being contested in good
faith and by                     appropriate proceedings diligently prosecuted, which
proceedings have the effect                     of preventing the forfeiture or sale of
the property or assets subject thereto                     and for which adequate
reserves in accordance with GAAP are being maintained;  







	 	(iv) 	Liens
(other than any Lien imposed in respect of a Canadian Pension Plan)
                    consisting of pledges or deposits required in the ordinary course of
business in                     connection with workplace safety insurance, employment
insurance and other                     social security legislation or to secure the
performance of tenders, statutory                     obligations, surety, stay, customs
and appeals bonds, bids, leases, governmental                     contracts, trade
contracts, performance and return of money bonds and other                     similar
obligations (exclusive of obligations for the payment of borrowed money)
                    or to secure liability to insurance carriers;  







	 	(v) 	Purchase
Money Liens securing indebtedness not in excess of $500,000 in the
                    aggregate;  







	 	(vi) 	Liens
arising in respect of indebtedness between any of the Obligors provided
                    that such indebtedness is assigned, as applicable, to the Agent or
the US                     Security Agent on behalf of the Lenders and such Liens are
subordinated to Liens                     arising under the Security Documents;  


















- 22 - 




	 	(vii) 	Liens
acceptable to the Agent or the US Security Agent, as applicable, in its
                    sole discretion arising in respect of Existing Borrowers’ Debt;  







	 	(viii) 	any
interest or title of a lessor or sublessor under any lease permitted by
                    this Agreement; and  







	 	(ix) 	Liens
granted by SunOpta in favour of Organic Kitchen Inc. pursuant to Schedule
                    12 of an asset purchase agreement dated as of July 3, 2002 entered
into among                     SunOpta, Organic Kitchen Inc., Cloud Mountain Inc. and
John Cloud in respect of                     the collateral described therein and
securing an amount not in excess of                     $2,000,000, which such Liens
shall and do rank subordinate to those Liens                     granted by SunOpta in
favour of the Agent and the Lenders; and  







		(b) 	in
respect of real property (whether leased or owned): 







	 	(i) 	permits,
licenses, agreements, restrictions, easements, rights-of-way and other
                    similar interests in land (including permits, licenses, agreements,
                    restrictions, easements and rights-of-way for sidewalks, public ways,
sewers,                     drains, gas steam and water mains, utilities, telephone and
telegraph conduits,                     poles, wires and cables) which will not, in the
reasonable opinion of the Agent                     or the US Security Agent, as
applicable, materially impair the use or the value                     of the real
property and improvements thereon;  







	 	(ii) 	reservations,
limitations, provisos and conditions, if any, expressed in any
                    original grants from the Crown;  







	 	(iii) 	Liens
for Taxes against real property which are not delinquent or remain
                    payable without penalty or which are being contested in good faith in
accordance                     with Section 9.1(h) by appropriate proceedings and for
which appropriate                     reserves have been taken in accordance with GAAP,
provided that, in                     respect of this clause (iii), all such Liens
secure claims in the aggregate at                     any time outstanding for the
Obligors not exceeding $100,000, excluding any such                     Lien where there
is any material risk that enforcement proceedings in respect                     thereof
will result in the seizure or sale of the relevant property or assets;  







	 	(iv) 	the
Liens of the Security Documents created or intended to be created pursuant
                    to this Agreement or any Security Document; and  







	 	(v) 	any
interest or title of a lessor or sublessor under any real property lease
                    permitted by this Agreement.  







“Person” means any
natural person, sole proprietorship, partnership, syndicate, trust, joint venture,
Governmental Authority or any incorporated or unincorporated entity or association of any
nature. 



“PPSA” means the
Personal Property Security Act (Ontario). 














- 24 - 




“Pricing Grids”
means the Facility A and B Pricing Grid and the Facility C and Facility D
Pricing Grid and “Pricing Grid” means either one of them. 



“Prime Loan” means
an Advance which is denominated in Canadian Dollars and in respect of which a Borrower has
elected to pay interest in accordance with Section 4.1(a). 



“Prime Rate” means,
with respect to a Prime Loan or a Canadian Overdraft, on any day, the greater of (a) the
annual rate of interest announced from time to time by the Agent as being its reference
rate then in effect for determining interest rates on Canadian Dollar denominated
commercial loans made by it in Canada, and (b) the CDOR Rate in effect from time to time,
plus 100 Basis Points per annum. Any change in Prime Rate shall be effective on the date
the change becomes effective generally. 



“principal amount”
means (a) with reference to any Loan, the principal amount thereof; (b) with reference to
a Bankers’ Acceptance, the face amount thereof; and (c) with reference to a Letter of
Credit or a Letter of Guarantee, the maximum amount payable to the beneficiary thereof. 



“Purchase Money
Liens” means any Lien on specific fixed assets (including Capital Leases but, for
greater certainty, excluding real property) to secure the payment of the purchase price of
those fixed assets where the amount of the obligations secured does not exceed 100% of the
lesser of the cost or fair market value of those fixed assets; and extensions, renewals or
replacements of such Lien if the amount of the obligations secured thereby is not
increased. 



“Rateable Portion”
means, with reference to any Lender and any Credit Facility: (a) prior to the Agent making
a declaration under Section 10.2, the fraction that Lender’s Commitment under
that Credit Facility represents of the Total Commitment under that Credit Facility;
and (b) after the Agent makes a declaration under Section 10.2, the fraction that
Lender’s Advances under that Credit Facility represents of all Advances under
that Credit Facility after the adjustments required under Section 12.21. 



“Release” means a
discharging, spraying, injection, abandonment, depositing, spilling, leaking, seeping,
pouring, emitting, emptying, throwing, dumping, placing, pumping, escaping, leaching,
migrating, dispensing, dispersal, disposing, and exhausting, and when used as a noun has a
correlative meaning. 



“Reuters Screen CDOR
Page” means the display designated as page CDOR on the Reuters Monitor Money
Rates Service or other page as may, from time to time, replace that page on that service
for the purpose of displaying bid quotations for bankers’ acceptances accepted by
leading Canadian banks. 



“Reuters Screen LIBO
Page” means the display designated as page LIBO on the Reuters Monitor Money
Rates Service or other page as may, from time to time, replace that page on that service
for the purpose of displaying interbank offered rates for deposits in the London interbank
market. 



“Rhodia Price
Reduction” means amounts due to Rhodia Inc. by Northern Food pursuant to the
Rhodia Rider. 



“Rhodia Rider” means Rider No. 5 to
the manufacturing agreement between Rhodia Inc. and Northern Food dated September
1, 1999 attached hereto as Exhibit A to Schedule L.  















- 25 - 




“Rollover” means the
rollover of an Advance by way of Libor Loan, Bankers’ Acceptance, Letter of Credit or
Letter of Guarantee for an additional Contract Period under Section 3.8(c), Section 3.9(h)
or Section 3.10(h), respectively. 



“Rollover Date”
means the Business Day on which a Rollover occurs. 



“Scheduled Payments”
means payments made in accordance with Section 5.2 and “Scheduled
Payment” means any such payment. 



“Schedules” means
the schedules attached to and forming part of this Agreement, as particularized in Section
1.9. 



“Schedule I Lender”
means any Lender named on Schedule I to the Bank Act (Canada). 



“Schedule II Lender”
means any Lender named on Schedule II to the Bank Act (Canada). 



“Schedule III
Lender” means any Lender named on Schedule III to the Bank Act (Canada). 



“Security” means all
security (including guarantees) held from time to time by or on behalf of the Lenders or
the Agent or the US Security Agent by or on behalf of the Lenders, securing or intended to
secure directly or indirectly repayment of the Obligations and includes all Security
described in Section 7. 



“Security Documents”
means the Documents creating Liens on the assets of the Obligors, in favour of the Agent
or the US Security Agent, as applicable, on behalf of the Lenders, and all other
instruments, agreements, guarantees and documents which have been or may hereafter from
time to time be executed in connection therewith, including without limitation the
Documents set out in Section 7.1 and, when used in relation to any Person, the term
“Security Documents” means the Security Documents executed and delivered
by such Person. 



“Security Sharing
Agreement” means the security sharing agreement entered into among the Agent, the
US Security Agent and the Lenders relating to the Security Documents and the Security
delivered in connection with this Agreement. 



“Sonne Labs” means
Sonne Labs, Inc., a corporation incorporated under the laws of North Dakota, and its
successors and permitted assigns. 



“Subordinated Debt”
means Debt owing by any Obligor where the payee has agreed to postpone payment of all
principal and interest on such Debt to payment and satisfaction in full of the Obligations
and has subordinated any security taken in respect of such Debt to the position of the
Agent or the US Security Agent, as applicable, on behalf of the Lenders under the Security
Documents, all in form and substance satisfactory to the Agent or the US Security Agent,
as applicable, in its discretion. 



“Subsidiary” of a
Person means (a) any corporation of which the Person and/or any one of its Affiliates
holds, directly or indirectly, other than by way of security only, securities to which are
attached more than 50% of the votes that may be cast to elect directors of such
corporation, (b) any corporation of which the Person and/or any one of its Affiliates has,
through operation of law or otherwise, the ability to elect or cause the election of a
majority of the directors of such corporation, (c) any partnership, limited liability
company, unlimited liability company or joint venture in which such Person and/or one or
more of its Affiliates has, directly or indirectly, more than 50% of the votes that may be
cast to elect the governing body of such entity or otherwise control its activity, and (d)
any partnership, limited liability company, unlimited liability company or joint venture
in which such Person and/or one or more of its Affiliates has, through operation of law or
otherwise, the ability to elect or cause the election of a majority of the members of the
governing body of such entity or otherwise control its activity. 















- 26 - 




“Sufficient Copies”
means, in respect of documents required to be delivered under this Agreement, the number
of copies of each document equal to the number of Lenders plus the Agent at the time the
document is delivered, unless the Borrower is otherwise notified by the Agent. 



“SunOpta” means
SunOpta Inc., a corporation amalgamated under the laws of Canada, and its successors and
permitted assigns. 



“SunOpta Aseptic”
means SunOpta Aseptic, Inc., a corporation incorporated under the laws of Minnesota,
and its successors and permitted assigns. 



“SunOpta Financing”
means SunOpta Financing Inc., a corporation incorporated under the laws of Delaware, and
its successors and permitted assigns. 



“SunOpta Food Group”
means SunOpta Food Group LLC, a limited liability company formed under the laws of
Delaware, and its successors and permitted assigns. 



“SunOpta Holdings”
means SunOpta Holdings Inc., a corporation incorporated under the laws of Delaware, and
its successors and permitted assigns. 



“SunOpta
Ingredients” means SunOpta Ingredients, Inc. the corporation formed under the
laws of Delaware resulting and surviving from the merger, effective December 18, 2002
between Stake Acquisition Corp. and Opta Food Ingredients, Inc. and its successors and
permitted assigns. 



“SunOpta Ingredients Canada” means
SunOpta Ingredients Canada, Ltd., a corporation amalgamated under the laws of Canada,
and its successors and permitted assigns.  



“Sunrich” means Sunrich LLC, a
limited liability company formed under the laws of Minnesota which is the successor
entity to Sunrich, Inc. and Sunrich Acquisition Inc., and its successors and permitted
assigns.  



“Swap Transaction”
means an agreement which may be entered into between a Lender and a Borrower in connection
with the management of foreign exchange risks in all major currencies acceptable to such
Lender (provided that the Borrower or relevant Obligor is doing business in such currency
and the quantum or amount of any currency being hedged or managed is reasonable in
relation to the volume of the Borrower’s or Obligor’s business being conducted
in any such currency) and includes (a) foreign currency options, (b) foreign exchange
forward contracts, and (c) financial products offered by such Lender to the Borrower in
connection with management of interest rate risks including forward rate agreements and
interest rate swaps. 



“Tangible Net Worth”
means, with respect to the Consolidated Borrower, the sum of the book value of all common
share capital, contributed surplus, retained earnings and unrealized foreign currency
adjustments held by the Consolidated Borrower plus any preferred share capital and
Subordinated Debt, less Accounts Receivable owed by Affiliates to the Obligors,
investments in Affiliates, deferred charges, goodwill, organizational expenses,
trademarks, tradenames, copyrights, patents, patent applications, licenses, deferred costs
and any such other assets as are properly classified as “intangible”. 














- 27 - 




“Tax” and
“Taxes” include, at any time, all taxes, surtaxes, duties, levies,
imposts, rates, fees, assessments, withholdings, dues and other charges of any nature
imposed by any Governmental Authority (including income, capital (including large
corporations), withholding, consumption, sales, use, transfer, goods and services or other
value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration,
franchise, payroll, employment, health, education, business, school, property, local
improvement, development, education development and occupation taxes, surtaxes, duties,
levies, imposts, rates, fees, assessments, withholdings, dues and charges) together with
all fines, interest, penalties on or in respect of, or in lieu of or for non-collection
of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments,
withholdings, dues and other charges. 



“Total Commitment”
means, (a) with respect to Facility A, $15,000,000, (b) with respect to
Facility B, US$17,500,000, (c) with respect to Facility C, US$35,000,000,
and (d) with respect to Facility D, US$10,000,000, as such amounts may be
reduced or cancelled in accordance with this Agreement. 



“ULC” means
3060385 Nova Scotia Company, an unlimited liability company formed under the laws of Nova
Scotia, and its successors and permitted assigns. 



“Unanimous Lenders”
means (a) all of the Lenders under Facility A, (b) all of the Lenders under
Facility B, (c) all of the Lenders under Facility C, and (d) all of the
Lenders under Facility D. 



“US Base Rate”
means, with respect to a USBR Loan or a US Overdraft, on any day, the greater of (a) the
annual rate of interest announced from time to time by the Agent as being its reference
rate then in effect for determining rates on US Dollar denominated commercial loans made
by it in Canada, and (b) the Federal Funds Effective Rate in effect from time to time
(multiplied by 365 or 366/360 if the rate is calculated on the basis of a 360 day year),
plus 100 Basis Points per annum. Any change in the US Base Rate shall be effective on the
date the change becomes effective generally. 



“USBR Loan” means an
Advance which is denominated in US Dollars and in respect of which the Borrower has
elected to pay interest in accordance with Section 4.2(a). 



“US Dollars” and the
symbol “US$” each means lawful money of the United States of America. 



“US Dollar Amount”
means, for any amount on any particular date, the aggregate of: (a) the portion, if any,
of the amount denominated in US Dollars; and (b) the amount in US Dollars (determined on
that date unless otherwise specified herein in accordance with Section 1.4) of the
portion, if any, of the amount denominated in Canadian Dollars or any other relevant
currency. 



“US Overdraft”
means, subject to the terms hereof, any draw by the Facility A Borrower by way of
overdraft under Facility A on any of its US Dollar current accounts maintained with
BMO. 



“US Pension Plan”
means a “pension plan”, as such term is defined in Section 3(2) of ERISA,
which is subject to Title IV of ERISA (other than a multiemployer plan as defined in
Section 4001(a)(3) of ERISA), and to which an Obligor, or any corporation, trade or
business that is, along with any other Person, a member of a Controlled Group, may
reasonably be expected to have liability, including any liability by reason of having been
a substantial employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor under
Section 4069 of ERISA. 














- 28 - 




“US Security Agent”
means Harris in its capacity, pursuant to the Security Sharing Agreement, as security
agent for the Lenders in respect of United States based Obligors that have or will in
connection with the transactions contemplated by this Agreement, and as security for their
respective Obligations, grant Liens in favour of the Lenders in respect of their United
States located property and assets. 



“US Welfare Plan”
means a “welfare plan”, as such term is defined in Section 3(1) of ERISA. 



“Working Capital
Ratio” means, with reference to the Consolidated Borrower, current assets (less
receivables from Affiliates) divided by current liabilities (less Subordinated Debt). 



“written” or
“in writing” includes printing, typewriting, or any electronic means of
communication capable of being legibly reproduced at the point of reception. 



“1510146 Ontario”
means 1510146 Ontario Inc., a corporation incorporated under the laws of Ontario, and its
successors and permitted assigns. 



	1.2  	Business
Day.  






If under this Agreement any payment
or calculation is to be made, or any other action is to be taken, on or as of a day which
is not a Business Day, that payment or calculation is to be made, and that other action is
to be taken, as applicable, on or as of the next day that is a Business Day unless the
Business Day next following the day is in the next following month, in which event the
payment, calculation or action shall be made or taken on or as of the immediately
preceding Business Day. 



	1.3  	Conflict.  






If there is a conflict or
inconsistency between any provision of this Agreement and any provision of another
document contemplated by or delivered under or in connection with this Agreement, the
relevant provision of this Agreement is to prevail. For greater certainty, notwithstanding
events of default set forth in the Security Documents, the Events of Default shall, if the
Events of Default conflict with the events of default set forth is such Security
Documents, be the Events of Default to the extent required to remove the conflict, and if
a particular event of default is set out in such other Security Document and is not set
out in this Agreement, provided that such event of default does not pertain to
representations, warranties, covenants or other matters relating specifically to the
property secured, charged or hypothecated by the relevant Security Document, the
particular event of default shall not be effective as an event of default in that Security
Document. For greater certainty, the events of default contained in the Security Documents
will only be effective and apply to the extent that the relevant representation, warranty
and/or covenant relating specifically to the property secured, charged or hypothecated by
such Security Document is not addressed in the Credit Agreement. 



	1.4  	Currency.  






Unless otherwise specified, all
amounts are stated in Canadian Dollars. For the purpose of determining the aggregate
Canadian Dollar Amount outstanding on any date of one or more Advances made hereunder,
unless otherwise specified, the principal amount of any Loans made in US$ and the face
amount of any Letters of Credit and Letters of Guarantee denominated in US$ shall be
converted to Canadian Dollars at the rate then being used for this purpose by the Agent on
such date, or, if such date is not a Business Day, on the next Business Day. For the
purpose of determining the aggregate US Dollar Amount outstanding on any date of one or
more Advances made hereunder, unless otherwise specified, the principal amount of any
Loans made in Canadian Dollars and the face amount of any Bankers’ Acceptances,
Letters of Credit and Letters of Guarantee denominated in Canadian Dollars or any other
relevant currency shall be converted to US Dollars at the rate then being used for this
purpose by the Agent on such date, or, if such date is not a Business Day on the next
Business Day. In addition to the foregoing, and for greater certainty, for purposes of
determining at any time the amount of the Commitments in connection with the definition of
Majority Lenders, the term Commitments shall, for such purpose, refer to the US Dollar
Amount of such Commitments. 














- 29 - 




	1.5  	References.  






Time shall be of the essence in all
provisions of this Agreement. Unless otherwise expressly provided, all accounting terms
used in this Agreement shall be interpreted, all financial information shall be prepared
and all financial calculations shall be made in accordance with GAAP, consistently applied
from period to period. The division of this Agreement into sections, the insertion of
headings and the provision of a table of contents are for convenience of reference only
and are not to affect the construction or interpretation of this Agreement. Unless
otherwise specified, words importing the singular include the plural and vice versa and
words importing gender include all genders. Unless otherwise specified, references in this
Agreement to Sections and Schedules are to sections of, and schedules to, this Agreement.
Unless otherwise specified, each reference to an enactment is deemed to be a reference to
that enactment, and to the regulations made under that enactment, as amended or re-enacted
from time to time. Unless otherwise specified, references to time of day or date mean the
local time or date in the City of Toronto, Ontario. 



	1.6  	Governing
Law.  






This Agreement and each of the
Documents (unless the particular Document otherwise provides) are governed by, and are to
be construed and interpreted in accordance with, the laws of the Province of Ontario and
the laws of Canada applicable in the Province of Ontario. 



	1.7  	Entire
Agreement.  






This Agreement and all Documents
constitute the entire agreement between the parties with respect to the subject matter and
supersede all prior agreements, negotiations, discussions, undertakings, representations,
warranties and understandings, whether written or oral including a summary of terms and
conditions dated April 19, 2004 submitted to the Borrowers by the Agent and the
Lenders. 



	1.8  	Severability.  






If any provision of this Agreement is
or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality,
invalidity or unenforceability of that provision will not affect (a) the legality,
validity or enforceability of the remaining provisions of this Agreement; or (b) the
legality, validity or enforceability of that provision in any other jurisdiction. 














- 30 - 




	1.9  	Schedules.  






The following Schedules are attached
to and form part of this Agreement: 




	Schedule
    		Description
    
	A	 	Additional
      Obligor Counterpart
	B	 	Borrowers
      Accounts
	C	 	Business
      and Operations
	D	 	Governmental
      Approvals
	E	 	Litigation
	F	 	Unpaid Taxes
	G	 	Subsidiaries
      and Corporate Chart
	H	 	Labour Matters
	I	 	Real Property
      and Locations of Collateral
	J	 	Intellectual
      Property
	K	 	Environmental
      Matters
	L	 	Material
      Contracts and Material Licenses
	M	 	Notice of
      Advance
	N	 	Rollover
      and Conversion Notice
	O	 	Bankers'
      Acceptance Power Of Attorney
	P	 	Repayment
      Schedule
	Q	 	Prepayment
      Notice
	R	 	Existing
      Debt
	S	 	Transactions
      with Affiliates
	T	 	Compliance
      Certificate
	U	 	Lenders Branch
      of Account
	V	 	Commitments
	W	 	Assignment
      Agreement
	X	 	Q3 2002 Board
      of Directors Report
	Y	 	Excluded
      Subsidiaries






SECTION 2

REPRESENTATIONS AND WARRANTIES  



	2.1  	Representations,
Warranties and Agreements of the Obligors.  






Each Obligor, for itself and only
with respect to itself, makes the following representations and warranties to the Agent,
the US Security Agent and each Lender, all of which shall survive the execution and
delivery of this Agreement and acknowledges and confirms that the Agent, the US Security
Agent and each Lender is relying on such representations and warranties in entering into
this Agreement, all other Documents and making Advances hereunder: 



		(a) 	Corporate
Status. It (i) is a duly organized and validly                     existing corporation
in good standing under the laws of the jurisdiction of its
                    incorporation, (ii) has the power and authority to own its property
and assets                     and to transact the business in which it is engaged and
presently proposes to                     engage, and (iii) is duly qualified as a
foreign corporation or an                     extra-provincial corporation and is in good
standing in each jurisdiction where                     the ownership, leasing or
operation of its property or the conduct of its                     business requires
such qualification. 


















- 31 - 





		(b) 	Power
and Authority. It has the corporate power to                     execute,
deliver and perform the terms and provisions of each of the Documents
                    and has taken all necessary action to authorize the execution,
delivery and                     performance by it of each of such Documents. It has duly
executed and delivered                     each of the Documents, and each Document
constitutes 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. 







		(c) 	No
Violation. Neither the execution, delivery or
                    performance by it of the Documents, nor compliance by it with the
terms and                     provisions thereof, (i) will contravene any Applicable Law,
(ii) will conflict                     with or result in any breach of any of the terms,
covenants, conditions or                     provisions of, or constitute a default
under, or result in the creation or                     imposition of (or the obligation
to create or impose) any Lien (except pursuant                     to the Security
Documents) upon any of its property or assets pursuant to the                     terms
of any indenture, mortgage, deed of trust, credit agreement, loan
                    agreement or any other agreement, contract or instrument to which it
is a party                     or by which it or any of its property or assets is bound
or to which it may be                     subject, or (iii) will violate any provision of
its constating documents. 







		(d) 	Business
and Operations. Its business and operations and
                    locations of its business and operations are accurately described in
Schedule C. 







		(e) 	Governmental
Approvals. Except as set forth in Schedule D,                     no
order, consent, certificate, approval, permit, license, authorization or
                    validation of, or filing, recording or registration with or exemption
by (except                     as have been obtained or made prior to the date hereof or
exist and are in full                     force and effect) any Person (including any
Governmental Authority), is required                     to authorize, or is required in
connection with (i) the execution, delivery and                     performance by it of
any Document, or (ii) the legality, validity, binding                     effect or
enforceability with respect to it of any such Document. 






		(f) 	Security
Documents. The Security Documents create valid                     and
enforceable Liens upon the Collateral on the terms set out therein, subject
                    only to the terms of this Agreement and to Permitted Liens, and the
Security                     Documents have been registered or recorded in all places
where registration and                     recording is necessary to protect the charges
and security interests created                     therein. 







		(g) 	Title
to Collateral. It has good and marketable title to                     all
Collateral free and clear of all Liens except Permitted Liens. 







		(h) 	Financial
Statements; Financial Condition; Undisclosed Liabilities.







	 	(i) 	The
consolidated financial statements submitted to the Lenders for the period
                    ended December 31, 2003 and each subsequent set of audited and
internally                     prepared financial statements submitted to the Lenders
present fairly (subject,                     in the case of interim internally prepared
financial statements, to normal year                     end adjustments) the financial
position of the Obligors, as at the date of said                     statements and the
results of operations for the periods covered thereby and all                     such
financial statements have been prepared in accordance with GAAP
                    consistently applied except to the extent provided in the notes to
said                     financial statements. Since December 31, 2003 there has been no
Material Adverse                     Change to any Obligor; and  


















- 32 - 





	 	(ii) 	Except
as fully reflected in the financial statements and the notes related
                    thereto described in Section 2.1(h)(i), there were no liabilities or
obligations                     with respect to it of any nature whatsoever (whether
absolute, accrued,                     contingent or otherwise and whether or not due)
which, either individually or in                     aggregate, would be material to it.
It does not know of any basis for the                     assertion against it of any
liability or obligation of any nature whatsoever                     that is not fully
reflected in the financial statements and notes related                     thereto
described in Section 2.1(h)(i) which, either individually or in the
                    aggregate, would be material to it.  







		(i) 	Litigation.
Except as set forth on Schedule E, there are                     no
actions, suits or proceedings pending or threatened (i) with respect to any
                    Document or the transactions contemplated thereby, or (ii) that are
reasonably                     likely to have a Material Adverse Effect on it. 







		(j) 	True
and Complete Disclosure. All factual information
                    heretofore or contemporaneously furnished by or on behalf of it in
writing to                     the Lender (including all information contained in the
Documents) for purposes                     of or in connection with this Agreement or
any transaction contemplated herein,                     is true and accurate in all
material respects on the date as of which such                     information is dated
or certified and is not incomplete by omitting to state any                     fact
necessary to make such information (taken as a whole) not misleading at
                    such time in light of the circumstances under which such information
was                     provided. 







		(k) 	Tax
Returns and Payments. Except as set forth in the
                    financial statements for the 12 month period ended December 31, 2003
or Schedule                     F, (i) it has filed or caused to be filed all Tax returns
which are required to                     have been filed with respect to its five most
recent tax years, and has paid all                     Taxes shown to be due and payable
on those returns or any assessments made                     against it and all other
Taxes, fees or other charges imposed on it by any                     Governmental
Authority, other than those the amount of or validity of which is
                    currently being contested in good faith by appropriate proceedings
being                     diligently pursued, and with respect to which adequate reserves
in conformity                     with GAAP have been provided in its books and of which
the details have been                     provided to the Lender, and (ii) no Liens for
Taxes have been filed and, to its                     knowledge, no claims are being
asserted against it with respect to any Taxes. 







		(l) 	Subsidiaries.
It has no Subsidiaries other than those                     listed on
Schedule G. Schedule G correctly sets forth, the percentage
                    ownership (direct and indirect) of it in each class of shares of each
of its                     Subsidiaries and also identifies the direct owner thereof and
also identifies                     any other owner of shares or options of any of its
Subsidiaries. Schedule G also                     appends a true and complete corporate
chart of SunOpta and each of its                     Subsidiaries. 


















- 32 - 





		(m) 	No
Restrictions. There does not exist any encumbrance or
                    restriction on its ability to (i) pay dividends or make any other
distributions                     on its shares or any other interest or participation in
its profits, or to pay                     any Debt owed by it, (ii) make loans or
advances, or (iii) transfer any of its                     properties or assets, except,
in each case, for such encumbrances or                     restrictions existing under or
by reason of (i) Applicable Law, (ii) this                     Agreement or the
other Documents, (iii) customary provisions restricting                     subletting or
assignment of any lease governing any of its leasehold interests,                     or
(iv) customary provisions restricting the assignment of contracts,
                    permits and/or licenses. 







		(n) 	Compliance
with Applicable Laws, etc. It (i) has obtained                     and is
in compliance with all Governmental Approvals which are necessary for the
                    conduct of its business as presently conducted and the use of its
property and                     assets (both real and personal), each of which is in
full force and effect, is a                     good, valid and subsisting approval which
has not been surrendered, forfeited or                     become void or voidable and is
unamended, and (ii) is in compliance with all                     Applicable Laws,
including Environmental Laws. 







		(o) 	Labour
Matters. There are no strikes or other labour                     disputes
against it that are pending or, to its best knowledge, threatened. All
                    payment due from it on account of employee insurance of every kind
and vacation                     pay have been paid or accrued as a liability on its
books. It does not have any                     obligation under any collective
agreements or under any consulting or management                     agreement requiring
payments which cannot be cancelled without material                     liability. It is
in material compliance with the terms and conditions of all
                    consulting agreements, management agreements and employment
agreements, if any.                     There is no organizing activity involving it or,
to its knowledge, threatened by                     any labour union or group of
employees. No labour union or group of employees                     has made a pending
demand for recognition. Except as set forth in Schedule H,                     there are
no complaints or charges against it pending or threatened to be filed
                    with any Governmental Authority or arbitrator based on, arising out
of, in                     connection with, or otherwise relating to the employment or
termination of                     employment of any individual by it. 







		(p) 	Insurance.
It maintains insurance in compliance with                     Section
9.1(b) and all premiums and other sums of money payable for that purpose
                    have been paid. 







		(q) 	Location
of Collateral. All of the Collateral is located                     at the
locations identified in Schedule I or is in transit to or from such
                    locations. It has no material account debtors resident outside of
Canada or the                     United States of America that are not insured to at
least 90% of their book                     value by EDC or EXIM, as applicable. 







		(r) 	Intellectual
Property. It has no material Intellectual                     Property
other than the Intellectual Property listed in Schedule J. 







		(s) 	Real
Property.







	 	(i) 	All
real property owned or leased by it and the nature of its interest (both
                    registered and beneficial) therein, is correctly set forth on
Schedule I. It has                     good and marketable title to all real property
owned by it free and clear of all                     Liens other than Permitted Liens.  


















- 34 - 





	 	(ii) 	The
real property owned or leased by it described in Schedule I has full, free
                    and unobstructed access to and from adjoining public highways,
streets and/or                     roads, and it has no knowledge of any existing fact or
condition which could                     reasonably be expected to result in the
amendment or termination of such access.                     All entrances/exits to such
real property are permitted under Applicable Law and                     allow free and
uninterrupted ingress and egress to public highways, streets                     and/or
roads.  







	 	(iii) 	There
are no outstanding work orders, notices of deficiency and/or notices of
                    violation issued by any Governmental Authority affecting or
pertaining in any                     respect to part or all of its real property, other
than those received and                     addressed in the normal course of business
and which, in the aggregate, would                     not have a Material Adverse
Effect.  







	 	(iv) 	Each
of the Permitted Liens registered against its real property is in good
                    standing and there are no unresolved disputes concerning the same
except as                     disclosed in Schedule E.  







	 	(v) 	To
the extent possible as of the date hereof, each of any outstanding
                    site-plan, development and other municipal agreements entered into by
it have                     been complied with and satisfied.  







	 	(vi) 	All
its real property is zoned to permit its present use.  







	 	(vii) 	No
written notice has been received by it from any Governmental Authority or
                    from any other source whatsoever (and it has otherwise no knowledge
thereof),                     advising of, ordering, directing or requiring that any
alteration, repair,                     improvement or other work be done with respect to
its real property or relating                     to its non-compliance with any
Applicable Law regarding land use or any other                     Applicable Law
material to its real property which has not or will not be                     complied
with within the relevant permitted period or relating to any threatened
                    or impending condemnation, or relating to any changes (actual,
pending or                     proposed) to any zoning or other land use law regulating
or affecting the use to                     which such real property may be put.  







	 	(viii) 	It
is not aware of any expropriation or pending expropriation of part or all of
                    its real property.  







	 	(ix) 	It
has not received notice of and, to the best of its knowledge, information
                    and belief, after having made due enquiry, is not otherwise aware of
any natural                     or artificial condition upon its real property which
shall or could result in a                     Material Adverse Change or materially
adversely limit or materially adversely                     affect the intended use of
the real property.  







	 	(x) 	It
has not received written notice of and is not otherwise aware of any pending
                    or proposed amendment to any Applicable Law relating to its real
property, or of                     any planning report or other government study
concerning the real property, any                     of which shall or could result in
any Material Adverse Change or materially                     adversely affect the
intended use of the real property.  


















- 35 - 





	 	(xi) 	Taxes
on its real property have not been reduced, deferred or eliminated
                    pursuant to government schemes such as (but not limited to) a farm
rebate tax                     program, a managed forest tax rebate program or
conservation land tax rebate                     program; save for increases that will
result from the development of its real                     property in the ordinary
course, it has no knowledge of any proposal by a                     municipal
corporation or other Governmental Authority to increase Taxes relating
                    to or in respect of its real property other than normal annual tax
increases                     levied from time to time.  







	 	(xii) 	It
has no knowledge of any existing or future obligation to pay or any proposed
                    assessment of local improvement charges in relation to its real
property. It has                     done no act nor executed any agreement with a
municipal corporation or other                     Governmental Authority the effect of
which would be to provide for a future                     obligation to pay or a future
assessment of local improvement charges in                     connection with the real
property.  







		(t) 	Environmental
Matters.







	 	(i) 	It
does not engage in any Environmental Activity which, if conducted
                    improperly, could reasonably be expected to have a Material Adverse
Effect on it                     or the value of its property and, except as disclosed in
Schedule K, no material                     amount of Hazardous Substances are stored in
or present in any form in or under                     any premises or lands owned,
leased or operated, at any time by it and which, if                     Released, could
reasonably be expected to have a Material Adverse Effect on it                     or the
value of its property.  







	 	(ii) 	To
its knowledge, there is no material amount of asbestos in any form present
                    or suspected to be present at any premises owned leased or operated,
at any                     time, by it.  







	 	(iii) 	It
has a waste management program in compliance with Applicable Law to deal
                    with Hazardous Substances generated in the ordinary course of
business,                     including but not limited to waste generated by its
production activities.  







		(u) 	Representations
and Warranties in Other Documents. All                     representations and
warranties made by it in the Documents other than this                     Agreement are
true and correct in all material respects as of the time as of                     which
such representations and warranties were made. 







		(v) 	Material
Contracts. All of its Material Contracts and                     Material
Licenses are listed on Schedule L and true and complete copies thereof
                    have been provided to the Agent or the US Security Agent, as
applicable. 







		(w) 	GST
Matters. There are no outstanding obligations owed by
                    any Obligor to Canada Customs and Revenue Agency for payment of goods
and                     services tax. 







		(x) 	Debt.
It has, as of the Closing Date, no Debt other than
                    that listed in Schedule R. 







		(y) 	Rhodia
Rider. A true and complete copy of the Rhodia Rider                     is
attached hereto as Exhibit A to Schedule L. 


















- 36 - 





		(z) 	SunOpta
Ingredients. SunOpta has previously acquired and
                    indirectly beneficially owns all of the issued and outstanding common
stock of                     SunOpta Ingredients and SunOpta Ingredients is a
wholly-owned Subsidiary of                     SunOpta Food Group. 







		(aa) 	CERCLA.
No portion of any Obligor’s property has been
                    listed, designated or identified in the National Priorities List or
the CERCLA                     Information System both as published by the United States
Environmental                     Protection Agency, or any similar list of sites
published by any federal, state                     or local authority proposed for
requiring clean up or remedial or corrective                     action under any
requirements of Applicable Laws. 







		(bb) 	ERISA
Plans. Each ERISA Plan has been maintained and is in
                    compliance in all material respects with Applicable Laws including,
without                     limitation, all requirements relating to employee
participation, investment of                     funds, benefits and transactions with
the Obligors and persons related to them.                     With respect to ERISA
Plans: (a) no condition exists and no event or transaction                     has
occurred with respect to any ERISA Plan that is reasonably likely to result
                    in any Obligor, to the best of its knowledge, incurring any material
liability,                     fine or penalty; and (b) no Obligor has a material
contingent liability with                     respect to any post-retirement benefit
under a US Welfare Plan. All                     contributions (including employee
contributions made by authorized payroll                     deductions or other
withholdings) required to be made have been made in all                     material
respects in accordance with all Applicable Laws and the terms of each
                    ERISA Plan. Each of the ERISA Plans that is intended to be “qualified”                    within
the meaning of Section 401(a) of the Code either (a) has received a
                    favourable determination letter from the Internal Revenue Service,
(b) is or                     will be the subject of an application for a favourable
determination letter, and                     no circumstances exist that has resulted or
could reasonably be expected to                     result in the revocation or denial of
any such determination letter, or (c) is                     entitled to rely on an
appropriately updated prototype plan document that has                     received a
national office determination letter and has not applied for a
                    favourable determination letter of its own. 







		(cc) 	Not
an Investment Company. No Obligor is an                     “investment
company” or a company “controlled” by an                     “investment
company” within the meaning of the United States                     Investment
Company Act of 1940, as amended or a “holding company”, or
                    a “subsidiary company” of a “holding company”, or
an                     “affiliate” of a holding company, or of a “subsidiary
                    company” of a “holding company”, within the meaning of
the United States Public Utility Holding Company Act of 1935, as
                    amended. 







		(dd) 	No
Margin Stock. No Obligor is engaged in the business of
                    extending credit for the purpose of purchasing or carrying margin
stock. None of                     the proceeds of any Advance shall be used to purchase
or carry, or to reduce or                     retire or refinance any credit incurred to
purchase or carry, any margin stock                     (within the meaning of
Regulations U and X of the Board of Governors of the                     Federal Reserve
System of the United States) or to extend credit to others for                     the
purpose of purchasing or carrying any margin stock. 







		(ee) 	Schedules.
The information contained in the Schedules                     attached hereto is
true, correct and complete in all material respects. 


















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	2.2  	Deemed
Repetition. 






The representations and warranties
made in Section 2.1 shall (a) continue in effect until payment and performance of all the
Obligations, and (b) be deemed to be repeated on each Drawdown Date, Interest Payment
Date, Rollover Date and Conversion Date, mutatis mutandis, as if made on that date
and, in any event, as of the end of each Fiscal Quarter. 



SECTION 3
 THE CREDIT
FACILITIES  



	3.1  	Establishment
of Credit Facilities.  






Subject to the terms and conditions
of this Agreement, the Lenders under Facility A (in respect of Facility A),
Harris (in respect of Facility B), the Lenders under Facility C (in respect of
Facility C) and the Lenders under Facility D (in respect of Facility D), as
applicable, hereby establish the following: 



		(a) 	in
favour of the Facility A Borrower, an extendable 364 day committed
                    revolving credit facility (“Facility A”) in the
aggregate                     principal amount of up to $15,000,000; 







		(b) 	in
favour of SunOpta Food Group, an extendable 364 day committed revolving
                    credit facility (“Facility B”) in the aggregate
principal                     amount of up to US$17,500,000; 







		(c) 	in
favour of LP, a committed non-revolving reducing term credit facility
                    (“Facility C”) in the aggregate principal
amount of up to                     US$35,000,000. Notwithstanding the foregoing and for
greater certainty, the                     principal amount outstanding under Facility C
as of the Closing Date is                     US$33,350,000; and 






		(d) 	in
favour of LP, an extendable 364 day committed revolving credit facility
                    (“Facility D”) in the aggregate principal
amount of up to                     US$10,000,000. 







	3.2  	Availability
of Credit Facilities.  






Subject to the provisions of this
Agreement: 



		(a) 	Facility A.
The Facility A Borrower may borrow,                     repay and
reborrow under Facility A up to the lesser of the Facility A
                    Borrowing Base and a maximum principal amount of $15,000,000. 







		(b) 	Facility B.
SunOpta Food Group may borrow, repay and                     reborrow
under Facility B up to the lesser of the Facility B Borrowing
                    Base and a maximum principal amount of US$17,500,000. 







		(c) 	Facility C.
LP may borrow by way of a single drawdown                     under
Facility C up to a maximum principal amount of US$35,000,000. 







		(d) 	Facility D.
LP may borrow, repay and reborrow under                     Facility D
up to a maximum principal amount of US$10,000,000. 


















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		(e) 	Types
of Advances. Subject to the provisions of this
                    Agreement: 







	 	(i) 	each
Lender agrees to severally make its Commitment under Facility A
                    available to the Facility A Borrower by way of Prime Loans, USBR
Loans,                     Bankers’ Acceptance, Letters of Credit or Letters of
Guarantee, provided,                     however, that BMO only may make available to the
Facility A Borrower                     advances by way of Overdraft up to a maximum
principal amount of $3,000,000;  







	 	(ii) 	Harris
agrees to make Facility B available to SunOpta Food Group by way of
                    Alternate Base Rate Loans, Libor Loans or Letters of Credit;  







	 	(iii) 	each
Lender agrees to severally make its Commitment under Facility C
                    available to LP by way of Alternate Base Rate Loans or Libor Loans;
and  







	 	(iv) 	each
Lender agrees to severally make its Commitment under Facility D
                    available to LP by way of Alternate Base Rate Loans or Libor Loans.  







	3.3  	Obligations
of the Lenders Under Facility A, Facility C and Facility D.  






		(a) 	Rateable
Portion. Subject to the terms and conditions of                     this
Agreement, each Lender under Facility A, Facility C and
                    Facility D agrees to make available its Rateable Portion of each
Advance to                     the Borrower. No Lender shall be responsible for a
Commitment of any other                     Lender. The failure of a Lender to make
available an Advance in accordance with                     its obligations under this
Agreement shall not release any other Lender from its                     obligations.
Notwithstanding anything to the contrary in this Agreement, no                     Lender
shall be obligated to make Advances available to the Borrower under any
                    Credit Facility in excess of its Commitment under the Credit
Facility. 







		(b) 	Separate
Obligation. The obligation of each Lender to make                     its
Commitment available to the Borrower is a separate obligation between each
                    Lender and the Borrower, and that obligation is not the several or
joint and                     several obligation of any other Lender. 







	3.4  	Revolving
Nature of Facility A, Facility B and Facility D.  






Subject to the provisions of this
Agreement: 



		(a) 	Facility A.
The Facility A Borrower may increase                     or reduce the
amount of Advances outstanding under Facility A by borrowing,
                    repaying and reborrowing Prime Loans, USBR Loans and Overdrafts, by
causing the                     acceptance of Bankers’ Acceptances and funding them
at maturity, and by                     causing the issue and re-issue of Letters of
Credit or Letters of Guarantee from                     time to time. 







		(b) 	Facility B.
SunOpta Food Group may increase or reduce                     the amount of
Advances outstanding under Facility B by borrowing, repaying                     and
reborrowing Alternate Base Rate Loans and Libor Loans and by causing the
                    issue and re-issue of Letters of Credit from time to time. 


















- 39 - 





		(c) 	Facility D.
LP may increase or reduce the amount of                     Advances
outstanding under Facility D by borrowing, repaying and
                    reborrowing Alternate Base Rate Loans and Libor Loans. 







	3.5  	Purpose.  






		(a) 	Facility A.
The proceeds of Advances made under                     Facility A shall be
used by the Facility A Borrower solely to provide                     for the
ongoing general corporate and working capital purposes of the                     Facility A
Borrower and its Subsidiaries and divisions. 







		(b) 	Facility B.
The proceeds of Advances made under                     Facility B
shall be used by SunOpta Food Group solely to provide for the                     ongoing
general corporate and working capital purposes of SunOpta Food Group and
                    its Subsidiaries and divisions. 







		(c) 	Facility C.
The proceeds of the single Advance made                     by the
Lenders, through their respective United States branches, under
                    Facility C shall be used by LP primarily to indirectly refinance
certain                     existing term indebtedness and provide cash resources with
which to undertake                     future acquisitions. For greater certainty, the
proceeds of the Advance under                     Facility C shall be used by the LP
primarily to subscribe for a                     wholly-owned equity interest in ULC
which in turn will use the proceeds of such                     equity injection to
subscribe for a wholly-owned equity interest in LLC which in                     turn
will use the proceeds from such equity injection to make a secured loan to
                    SunOpta Food Group for the purposes set out immediately above. 







		(d) 	Facility D.
The proceeds of Advances made by the                     Lenders, through their
respective United States branches, under Facility D                     shall be
used by LP to assist with the financing of future acquisitions and
                    capital expenditures by the Borrowers and their Subsidiaries. For
greater                     certainty, the proceeds of the Advances under Facility D
shall be used by                     the LP primarily to subscribe for a wholly-owned
equity interest in ULC which in                     turn will use the proceeds of such
equity injection to subscribe for a                     wholly-owned equity interest in
LLC which in turn will use the proceeds from                     such equity injection to
make a secured loan to the Borrowers for the purpose of                     financing
future acquisitions and capital expenditures. 







	3.6  	Initial
and Maximum Utilization.  






		(a) 	Facility A.
Advances outstanding under                     Facility A shall not
at any time exceed the Facility A Borrowing Base.                     SunOpta shall
submit monthly to the Agent within 30 days after the last day of                     the
month or, if that day is not a Business Day, the next preceding Business
                    Day, a certified aged statement of Accounts Receivable and listing of
Inventory                     (the “Borrowing Base Certificate”) in form
and substance                     satisfactory to the Agent in its sole discretion. 







		(b) 	Facility B.
Advances outstanding under                     Facility B shall not
at any time exceed the Facility B Borrowing Base.                     SunOpta Food
Group shall submit monthly to Harris within 30 days after the last
                    day of the month or, if that day is not a Business Day, the next
preceding                     Business Day, a Borrowing Base Certificate in form and
substance satisfactory to                     Harris in its sole discretion. 


















- 40 - 




		(c) 	Facility C.
Only one Advance is available under                     Facility C. Any
unused portion of the Commitment under Facility C                     shall be
cancelled immediately upon the making of the Advance. 







		(d) 	Facility D.
Advances outstanding under                     Facility D shall not at any
time exceed a maximum principal amount of                     US$10,000,000. 







	3.7  	Borrowing
Procedures – General.  






		(a) 	Notice
of Borrowing. All Advances, other than Advances by                     way
of Overdraft, require the delivery of prior notice. To request an Advance,
                    the applicable Borrower shall give to Harris in respect of Facility B
and                     to the Agent in respect of Facility A, Facility C and
Facility D                     written notice substantially in the form attached as
Schedule M, indicating the                     amount of the requested Advance, at or
before the time set out below opposite                     the type of Advance that the
applicable Borrower wishes to request: 







	 	Type
      of Advance	 	Time
      of Notice
	 	 	 	 
	 	Prime
      Loans, USBR Loans, 

      Alternate BaseRate
      Loans and 

      Bankers’ Acceptance lessthan
      

      or equal to $10 million	 	Before
      11:00 a.m. one Business

      Day prior to the
      requested

      DrawdownDate.
	 
	 
	 	 	 	 
	 	Prime
      Loans, USBR Loans, 

      Alternate BaseRate
      Loans and 

      Bankers’ Acceptancegreater
      

      than $10 million	 	Before
      11:00 a.m. two Business 

      Days prior to the
      requested 

      Drawdown Date.
	 
	 
	 	 	 	 
	 	Libor
      Loans	 	Before
      11:00 a.m. three

      Business Days prior to the 

      requested Drawdown Date 
	 
	 	Letters
      of Credit and Letters of

      Guarantee	 	Before
      11:00 a.m. five Business 

      Days prior to the
      requested 

      Drawdown Date
	 






	 	
Each
notice given in respect of an Advance by way of Prime Loan, USBR Loan or Alternate Base
Rate Loan shall indicate the amount of the required Advance and the date funds are
required. Each notice given in respect of an Advance by way of Libor Loan shall indicate
the amount of the required Advance, the date funds are required and the duration of the
initial Contract Period applicable thereto. Each notice given in respect of an Advance by
way of Bankers’ Acceptances shall indicate the amount of the Bankers’Acceptances
to be issued and the applicable Contract Period of the Bankers’Acceptances. Each
notice given in respect of an Advance by way of Letters of Credit or Letters of Guarantee
shall indicate the amount of the Letter of Credit or Letter of Guarantee to be issued,
the applicable Contract Period, the beneficiary, the terms of draw under the requested
Letter of Credit or Letter of Guarantee and all other relevant information.  



















- 41 - 




		(b) 	Limits
on Advances. Notwithstanding any other term of this
                    Agreement, a Borrower shall not request from BMO, Harris or the
Agent, as                     applicable, an Advance under any Credit Facility if,
on the day notice of                     the Advance is given pursuant to Section 3.7(a),
after giving effect to the                     Advance, (i) in the case of Facility A,
the Canadian Dollar Amount of the                     principal amount of all Advances
outstanding from the Lenders under                     Facility A would exceed the
then current Facility A Borrowing Base,                     (ii) in the case of
Facility B , the US Dollar Amount of the principal                     amount of all
Advances outstanding from Harris under Facility B would                     exceed
the then current Facility B Borrowing Base, or (iii) in the case of
                    Facility C and Facility D, the US Dollar amount of the
principal                     amount of all Advances outstanding from any Lender under
the Credit                     Facility would exceed that Lender’s Commitment
under the Credit                     Facility. No Advance under any Credit Facility shall
have a Contract Period                     that extends beyond the Maturity Date of that
Credit Facility. 








		(c) 	Lender
or Agent Determination. Each determination by                     Harris
for purposes of Facility B and by the Agent for purposes of
                    Facility A, Facility C and Facility D of, as
applicable, the                     Prime Rate, the US Base Rate, the Alternate Base
Rate, the CDOR Rate, an                     Acceptance Fee, an issuance fee for a Letter
of Credit or a Letter of Guarantee                     and LIBOR shall, in the absence of
manifest error, be final, conclusive and                     binding on the Borrowers and
the Lenders. 







	3.8  	Libor
Loans.  






		(a) 	Minimum
Advance. Each Advance by way of Libor Loan shall                     be in
a minimum aggregate amount of US$1,000,000 and larger whole multiples of
                    US$100,000. 







		(b) 	Term.
Each Libor Loan shall have a Contract Period of one,
                    two, three or six months (each month being a period of 30 days for
purposes of                     this Section), subject to availability. No Contract
Period shall extend beyond                     the Maturity Date. 







		(c) 	Rollover
of Libor Loans. At least three Business Days                     before
the expiry of the Contract Period of each Libor Loan, the Borrower shall
                    notify, as applicable, Harris in respect of Facility B or the
Agent in                     respect of Facility C and Facility D by
irrevocable telephone notice,                     followed by written confirmation on the
same day in form and substance                     substantially in accordance with
Schedule N, if it intends to: 







	 	(i) 	enter
into a new Contract Period with respect to the maturing Libor Loan, or  







	 	(ii) 	repay
the maturing Libor Loan.  







	 	
If
a Borrower fails to provide the foregoing notice or make the required payment, payment of
its Obligations to the applicable Lender with respect to that maturing Libor Loan shall
be funded with an Advance under, as applicable, a USBR Loan or Alternate Base Rate Loan
in the amount outstanding under that Libor Loan.  







	3.9  	Bankers’Acceptances.  






		(a) 	Minimum
Advances. Each Advance by way of Bankers’                    Acceptance
shall be in a minimum aggregate face amount of $500,000 and larger
                    whole multiples of $100,000. 


















- 42 - 




		(b) 	Term.
Each Bankers’ Acceptance shall have a Contract
                    Period of not less than 10 days or such greater period in multiples
of 10 days                     to a maximum of 180 days or a longer term, subject, in all
cases, to                     availability. 







		(c) 	Discount
Rate. On each Drawdown Date on which                     Bankers’ Acceptances
are to be accepted, the Agent shall advise the                     Borrower as to the
Agent’s determination of the applicable Discount Rate                     for the
Bankers’ Acceptances which any of the Lenders have agreed to
                    purchase. 







		(d) 	Purchase.
If the Lender purchases a Bankers’                    Acceptance
accepted by it, the Borrower shall sell and the Lender shall purchase
                    the Bankers’ Acceptance at the applicable Discount Rate. The
Lender shall                     provide to the Agent’s Account for Payments the
Discount Proceeds less the                     Acceptance Fee payable with respect to
that Bankers’ Acceptance. 







		(e) 	Sale.
Each Lender may from time to time hold, sell,
                    rediscount or otherwise dispose of any or all Bankers’ Acceptances
accepted                     and purchased by it. 







		(f) 	Bankers’ Acceptances
in Blank. To facilitate the                     acceptance of Bankers’ Acceptances
under this Agreement, the Borrowers                     shall, upon execution of this
Agreement, if so requested by a Lender, and from                     time to time as
required, provide to that Lender Bankers’ Acceptances
                    substantially in the form as may be acceptable to that Lender duly
executed and                     endorsed in blank by the Borrower, in quantities
sufficient for that Lender to                     fulfill its obligations under this
Agreement or, if so requested by a Lender,                     provide to that Lender,
with a copy to the Agent, a power of attorney                     substantially in the
form of Schedule O executed by the Borrower in favour of                     that Lender
authorizing that Lender to execute drafts in the form attached
                    thereto. If Bankers’ Acceptances have been provided to a Lender
duly                     executed and endorsed in blank by the Borrower, that Lender is
hereby authorized                     to issue Bankers’ Acceptances endorsed in
blank in face amounts as may be                     determined by the Borrower provided
that the aggregate amount thereof is equal                     to the aggregate amount of
Bankers’ Acceptances required to be accepted by                     the Lender. No
Lender shall be responsible or liable for its failure to accept a
                    Bankers’ Acceptance as required under this Agreement if the
cause of the                     failure is, in whole or in part, due to the failure of
the Borrower to provide                     to the Lender on a timely basis a sufficient
number of duly executed                     Bankers’ Acceptances or a duly executed
power of attorney, as applicable,                     nor shall any Lender be liable for
any damage, loss or other claim arising by                     reason of any loss or
improper use of any Bankers’ Acceptance except a loss                     or
improper use arising by reason of the gross negligence or willful misconduct
                    of the Lender or its employees. 







		(g) 	Execution.
Drafts drawn by a Borrower to be accepted as                     Bankers’ Acceptances
shall be signed by a duly authorized officer or                     officers of the
Borrower or by its attorneys. Notwithstanding that any Person                     whose
signature appears on any Bankers’ Acceptance may no longer be an
                    authorized signatory for the Borrower at the time of issuance of a
Bankers’                    Acceptance, that signature shall nevertheless be valid
and sufficient for all                     purposes as if the authority had remained in
force at the time of issuance and                     any Bankers’ Acceptance so
signed shall be binding on the Borrower. 


















- 43 - 




		(h) 	Issuance.
The Agent, promptly following receipt of a                     notice of
Advance, Rollover or Conversion by way of Bankers’ Acceptances,
                    shall advise the applicable Lenders of the notice and shall advise
each Lender                     of the face amount of Bankers’ Acceptances to be
accepted by it and the                     applicable Contract Period (which shall be
identical for all Lenders). The                     aggregate face amount of Bankers’ Acceptances
to be accepted by a Lender                     shall be determined by the Agent by
reference to that Lender’s Rateable                     Portion of the issue of
Bankers’ Acceptances, except that, if the                     face amount of
a Bankers’ Acceptance which would otherwise be accepted by a
                    Lender would not, subject to Section 3.9(a), be Cdn$100,000 or a
whole multiple                     thereof, the face amount shall be increased or reduced
by the Agent in its sole                     discretion to Cdn$100,000or the
nearest whole multiple of that amount,                     as appropriate; provided
that  after such issuance, no Lender shall have                     aggregate
outstanding Advances in excess of its Commitment. 







		(i) 	Rollover.
At or before 1:00 p.m. two Business Days before                     the
maturity date of any Bankers’ Acceptance, the Borrower shall give to
                    the Agent written notice substantially in the form attached as
Schedule N if the                     Borrower intends to repay the maturing Bankers’ Acceptances
on the maturity                     date or if the Borrower intends to issue Bankers’ Acceptances
on the                     maturity date to provide for the payment of the maturing
Bankers’                    Acceptances. Otherwise, the Borrower shall provide
payment to the Agent on                     behalf of the Lenders of an amount equal to
the aggregate principal amount of                     the Bankers’ Acceptances on
their maturity date. If the Borrower fails to                     make the payment, the
Borrower’s obligations in respect of the maturing                     Bankers’ Acceptances
shall be deemed to have been funded on the maturity                     date thereof with
an Advance by way of Prime Loan. 







		(j) 	Waiver
of Presentment and Other Conditions. The Borrower                     waives
presentment for payment and any other defence to payment of any amounts
                    due to the Lender in respect of a Bankers’ Acceptance accepted
and                     purchased by it pursuant to this Agreement which might exist
solely by reason of                     the Bankers’ Acceptance being held, at the
maturity thereof, by the Lender                     in its own right and each Borrower
agrees not to claim any days of grace if the                     Lender as holder sues
the Borrower on the Bankers’ Acceptance for payment                     thereunder. 







		(k) 	Depository
Bills and Notes Act. At the option of the                     Borrower and
any Lender, Bankers’ Acceptances under this Agreement to be
                    accepted by that Lender may be issued in the form of depository bills
for                     deposit with The Canadian Depository for Securities Limited
pursuant to the Depository Bills and Notes Act (Canada). All depository bills so
issued                     shall be governed by the provisions of this Section 3.9. 







	3.10  	Letters
of Credit and Letters of Guarantee.  






		(a) 	Issue.
The Agent will issue all Letters of Credit and                     Letters
of Guarantee under Facility A. Each Lender under Facility A
                    will be responsible for its Rateable Portion of the funding for any
drawing                     under any Letter of Credit or Letter of Guarantee under
Section 3.10(g) or                     otherwise and to purchase its Rateable Portion of
any outstanding Letter of                     Credit or Letter of Guarantee under Section
12.21(a). Harris will issue all                     Letters of Credit under Facility B. 


















- 44 - 




		(b) 	Currency.
Each Letter of Credit and each Letter of                     Guarantee
shall be issued in Canadian Dollars, US Dollars or such other currency
                    as the Agent or Lender, as applicable, may agree in its sole
discretion and                     shall mature on a Business Day. Notwithstanding the
foregoing and for greater                     certainty, Harris will only issue Letters
of Credit denominated in US Dollars. 







		(c) 	Letter
of Credit and Letter of Guarantee Sublimit. The
                    aggregate principal amount of Advances which may be outstanding by
way of Letter                     of Credit and Letter of Guarantee under Facility A
shall not exceed                     $3,000,000. The aggregate principal amount of
Advances which may be outstanding                     by way of Letter of Credit under
Facility B shall not exceed US$3,000,000. 







		(d) 	No
Guarantees. No Advance by way of the issue of a Letter
                    of Credit or Letter of Guarantee shall be used by the Borrowers for
the purpose                     of incurring Contingent Obligations of the type described
in clause (a) of the                     definition of “Contingent Obligations”. 






		(e) 	Other
Documentation. >The issue of a Letter of Credit or a
                    Letter of Guarantee is subject to the execution and delivery of an
application                     and agreement and an indemnity in the Lender’s
standard form or other                     specific agreement relative to the instrument
in form and substance satisfactory                     to the issuing Lender acting
reasonably (the “L/C Agreement”). 






		(f) 	Retirement.
A Letter of Credit or Letter of Guarantee may                     only be
retired on its maturity date unless and to the extent it has been
                    honoured or unless the written consent of the beneficiary of the
instrument has                     been obtained and the original instrument has been
returned to the Lender. 







		(g) 	Drawings.
Any drawing under a Letter of Credit or Letter                     of
Guarantee shall be funded by a Loan by way of a Prime Loan (if drawn in
                    Canadian Dollars Under Facility A) or by way of a USBR Loan (if
drawn in US                     Dollars or any other currency under Facility A) or
by way of an Alternate                     Base Rate Loan (if drawn in US Dollars or any
other currency under                     Facility B). 







		(h) 	Term.
Each Letter of Credit and each Letter of Guarantee
                    shall have a Contract Period of not less than 30 days or more than
364 days. 







		(i) 	Rollover.
Before the maturity date of any Letter of Credit                     or
Letter of Guarantee the Borrower shall notify the Agent or the Lender, as
                    applicable, at its Branch of Account by notice substantially in the
form                     attached as Schedule N if it wishes the issue of a replacement
Letter of Credit                     or Letter of Guarantee on the maturity date. If the
Borrower fails to provide                     the foregoing notice, the maturing Letter
of Credit or Letter of Guarantee shall                     expire on its maturity date. 






	3.11  	Hedge
Contracts.  






		(a) 	Term.
Each Borrower may only enter into Hedge Contracts                     with
a Lender provided that such Hedge Contracts are only issued in respect of
                    Canadian Dollars, US Dollars or other major currencies acceptable to
such Lender                     for purposes of treasury risk management under and in
connection with this                     Agreement and for no other purposes. Each Hedge
Contract that consists of a                     foreign exchange forward contract shall
have a Contract Period of not more than                     365 days and each Hedge
Contract that consists of an interest rate hedging                     instrument shall
have a contract period of not more than five years and three                     months.
For greater certainty, a Borrower may only enter into a Hedge Contract
                    with a Lender provided that, as applicable, (i) the foreign exchange
risk being                     managed relates to the Obligations of the relevant
Borrower or Obligor                     hereunder, (ii) the Hedge Contract being entered
into is not for speculation                     purposes, (iii) the foreign exchange risk
being managed is in a currency or                     currencies in which the Borrower or
relevant Obligor does business, and (iv) the                     quantum or amount of any
currency being hedged or managed is reasonable in                     relation to the
volume of the Borrower’s or Obligor’s business being
                    conducted in any such currency. 


















- 45 - 




		(b) 	Subject
to Approval. Each Lender may refuse to issue a                     Hedge
Contract at any time at its sole discretion. 







		(c) 	Other
Documentation. The issuance of a Hedge Contract is
                    subject to the execution and delivery of specific agreements as may
be required                     by each Lender on its standard forms and modified by such
schedules and addenda                     as are customarily used by each Lender (the
“Hedge Agreement”).                     In the event of a conflict
between the terms and conditions of the Hedge                     Agreement and this
Agreement, the Hedge Agreement shall prevail notwithstanding                     Section
1.3. 







	3.12  	Prime
Loans, USBR Loans, Alternate Base Rate Loans and Overdrafts.  






Each Advance by way of Prime Loan
shall be in a minimum aggregate principal amount of $100,000 and larger whole multiples of
$100,000. Each Advance by way of USBR Loan or Alternate Base Rate Loan shall be in a
minimum aggregate principal amount of US$100,000 and larger whole multiples of US$100,000.
Notwithstanding the foregoing and for greater certainty, each Advance by way of Overdraft
may be in amounts of other than, as applicable, $100,000 or US$100,000 and whole multiples
thereof. 



	3.13  	Conversion
Option.  






Subject to this Agreement, a Borrower
may, during the term of this Agreement, effective on any Business Day, convert, in whole
or in part, an outstanding Advance (other than an Advance by way of Letter of Credit or
Letter of Guarantee) into another type of Advance permitted under the relevant Credit
Facility (other than an Advance by way of Letter of Credit or Letter of Guarantee)
upon giving written notice to Harris in respect of Facility B or to the Agent in
respect of Facility A, Facility C and Facility D in substantially the form
attached hereto as Schedule N, the notice period being that which would be applicable to
the type of Advance into which the outstanding Advance is to be converted under Section
3.7. Conversions under this Section 3.13 may only be made provided that: 



		(a) 	notwithstanding
any other term in this Agreement, no Advance denominated in C$                     may be
converted into an Advance denominated in US$ and no Advance denominated
                    in US$ may be converted into an Advance denominated in C$; 







		(b) 	each
conversion into an Advance shall be for minimum aggregate amounts and
                    whole multiples in excess thereof as are specified in respect of that
type of                     Advance in this Section 3; 


















- 46 - 




		(c) 	an
Advance by way of Libor Loan may be converted only on the last day of the
                    relevant Contract Period; if less than all of the Libor Loan is
converted, after                     the conversion not less than US$1,000,000 shall
remain as a Libor Loan; 







		(d) 	an
Advance by way of Bankers’ Acceptance may be converted only on the last
                    day of the relevant Contract Period; if less than all Advances by way
of                     Bankers’ Acceptances are converted, after the conversion not
less than                     C$500,000 shall remain as Advances by way of Bankers’ Acceptances
to the                     Borrowers having the same maturity date; 







		(e) 	a
conversion into an Advance by way of Libor Loan shall only be made to the
                    extent that the conditions outlined in Section 4.11 shall not exist
on the                     relevant Conversion Date; and 







		(f) 	no
demand shall have been made and no Default or Event of Default shall have
                    occurred and be continuing on the relevant Conversion Date or after
giving                     effect to the conversion of the Advance to be made on the
Conversion Date. 







	3.14  	Conversion
and Rollover Not Repayment.  






No Conversion or Rollover shall
constitute a repayment of any Advance or a new Advance. 



	3.15  	Mandatory
Conversion of Libor Loans and Bankers’ Acceptances. 






Notwithstanding Sections 3.9(i),
3.10(i) and 3.11, and subject to Section 10.2, if a Default or Event of Default has
occurred and is continuing on the last day of a Contract Period, as regards a Libor Loan,
or upon the maturity date, as regards a Bankers’ Acceptance, (a) in respect of an
Advance by way of a Libor Loan, the Borrower shall be deemed to have converted the
Advance, as applicable, into a USBR Loan or an Alternate Base Rate Loan as of the last day
of the applicable Contract Period, and (b) in respect of an Advance by way of
Bankers’ Acceptances, the Borrower shall be deemed to have converted the Advance into
a Prime Loan in an amount equal to the principal amount of the Bankers’ Acceptances
on the maturity date. 



	3.16  	Deposit
of Proceeds of Loans and Discount Proceeds.  






Harris in respect of Facility B
and the Agent in respect of Facility A, Facility C and Facility D shall
credit to the applicable Borrower’s Account on the applicable Drawdown Date (a) the
proceeds of each Advance by way of Prime Loan, USBR Loan, Alternate Base Rate Loan or
Libor Loan made, and (b) the Discount Proceeds less the applicable Acceptance Fee with
respect to each Bankers’ Acceptance purchased by a Lender on that Drawdown Date.
Where a Borrower has made separate arrangements for the purchase of Bankers’
Acceptances issued under this Agreement, the Agent in respect of Facility A shall
debit the applicable Borrower’s Account for the applicable Acceptance Fee upon
acceptance and the Borrower shall deposit the Discount Proceeds to the applicable
Borrower’s Account stipulated by the Borrower immediately upon receipt. 



	3.17  	Evidence
of Obligations.  






Harris in respect of Facility B
and the Agent and BMO, as applicable, in respect of Facility A, Facility C and
Facility D shall open and maintain at its Branch of Account and the Agent’s
Branch, as applicable, accounts and records evidencing the Obligations of the Borrowers
under this Agreement. Harris in respect of Facility B and the Agent and BMO, as
applicable, in respect of Facility A, Facility C and Facility D shall
record in those accounts by appropriate entries all amounts owing on account of those
Obligations and all payments on account thereof. Those accounts and records will
constitute, in the absence of manifest error, conclusive evidence of the Obligations
outstanding from time to time, the date each Advance was made and the amounts that each
Borrower has paid from time to time on account of the Obligations. 














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SECTION 4
 INTEREST,
FEES AND EXPENSES  



	4.1  	Interest
on Prime Loans and Canadian Overdrafts.  






		(a) 	Rate.
The Facility A Borrower shall pay to the Agent                     on
behalf of the Lenders interest on Prime Loans outstanding under
                    Facility A at a rate per annum equal to the Prime Rate plus the
applicable                     margin set out in the Pricing Grid. The Facility A
Borrower shall pay to                     BMO interest on Canadian Overdrafts outstanding
under Facility A at a rate                     per annum equal to the Prime Rate
plus the applicable margin set out in the                     Pricing Grid. 







		(b) 	Change
in Rate. Each change in the fluctuating interest rate applicable to
each Prime Loan and Canadian Overdraft will take place simultaneously
with the corresponding change in the Prime Rate without the necessity
for any notice to the Facility A Borrower.  







		(c) 	Calculation.
Interest on Prime Loans and Canadian                     Overdrafts shall
be payable monthly in arrears on every Interest Payment Date                     and on
the Maturity Date, as applicable, for the period from and including, as
                    the case may be, the Drawdown Date, the Conversion Date or the
immediately                     preceding Interest Payment Date to but excluding the
first-mentioned Interest                     Payment Date or the Maturity Date, as
applicable, and shall be calculated daily                     on the principal amount of
each Prime Loan and Canadian Overdraft remaining                     unpaid on the basis
of the actual number of days elapsed in a year of 365 days. 







		(d) 	Payment
of Interest. Interest on Prime Loans and Canadian
                    Overdrafts shall be paid on every Interest Payment Date and on the
Maturity                     Date, as applicable, by debit to the Borrowers’ Account
by the Agent in                     respect of Prime Loans and by BMO in respect of
Canadian Overdrafts. 







	4.2  	Interest
on USBR Loans, Alternate Base Rate Loans and US Overdrafts.  






		(a) 	Rate.
Each Borrower shall pay to Harris in respect of
                    Facility B and to the Agent (at the Agent’s Account for
Payments) on                     behalf of the Lenders in respect of Facility A,
Facility C and                     Facility D, as applicable, interest on USBR
Loans and Alternate Base Rate                     Loans outstanding to the Lenders under
each Credit Facility at a rate per                     annum equal to, as
applicable, the US Base Rate or the Alternate Base Rate plus                     the
applicable margin set out in the relevant Pricing Grid. The Facility A
                    Borrower shall pay to BMO in respect of Facility A, interest on
US                     Overdrafts outstanding to BMO under Facility A at a rate per
annum equal to                     the US Base Rate plus the applicable margin set out in
the relevant Pricing                     Grid. 


















- 48 - 




		(b) 	Change
in Rate. Each change in the fluctuating interest                     rate
applicable to each USBR Loan, US Overdraft or Alternate Base Rate Loan will
                    take place simultaneously with the corresponding change in the US
Base Rate or                     the Alternate Base Rate without the necessity for any
notice to the Borrowers. 






		(c) 	Calculation.
Interest on USBR Loans, US Overdrafts and                     Alternate
Base Rate Loans shall be payable monthly in arrears on every Interest
                    Payment Date and on the Maturity Date for the period from and
including, as the                     case may be, the Drawdown Date, the Conversion
Date, or the immediately                     preceding Interest Payment Date to but
excluding the first-mentioned Interest                     Payment Date or the Maturity
Date, as applicable, and shall be calculated daily                     on the principal
amount of each USBR Loan, US Overdrafts and Alternate Base Rate                     Loans
remaining unpaid on the basis of the actual number of days elapsed in a
                    year of 365 or 366 days, as applicable. 






		(d) 	Payment
of Interest. Interest on USBR Loans, US Overdrafts                     and
Alternate Base Rate Loans shall be paid on every Interest Payment Date and
                    on the Maturity Date by debit to the applicable Borrower’s
Account by                     Harris in respect of Facility B, by the Agent on
behalf of the Lenders in                     respect of Facility A, Facility C
and Facility D and by BMO in                     respect of US Overdrafts under
Facility A. 






	4.3  	Interest
on Libor Loans.  






		(a) 	Rate.
Each Borrower shall pay to Harris in respect of
                    Facility B or to the Agent on behalf of the Lenders in respect
of                     Facility C and Facility D (at the Agent’s Account
for Payments)                     interest on Libor Loans outstanding to the Lenders
under each Credit                     Facility at a rate equal to LIBOR plus the
applicable margin set out in the                     relevant Pricing Grid. 







		(b) 	Calculation.
Interest on each Libor Loan shall be payable                     on each
Libor Interest Date applicable to the Libor Loan, for the period
                    commencing from and including the first day of the Contract Period or
the                     immediately preceding Libor Interest Date, as the case may be,
applicable to the                     Libor Loan, to but excluding the first mentioned
Libor Interest Date, and shall                     be calculated daily on the principal
amount of each Libor Loan remaining unpaid                     on the basis of the actual
number of days elapsed in a year of 360 days. 







		(c) 	Payment
of Interest. Interest on Libor Loans shall be paid                     on
each Libor Interest Date by debit to the applicable Borrower’s Account
                    by Harris in respect of Facility B and by the Agent on behalf of
the                     Lenders in respect of Facility C and Facility D (at the
Agent’s                     Account for Payments). 







	4.4  	Fees
on Bankers’ Acceptances.  






		(a) 	Rate.
Upon acceptance of a Bankers’ Acceptance by a
                    Lender under Facility A, the Borrower shall pay to the Agent at
the                     Agent’s Account for Payments on behalf of the Lender a fee
(the                     “Acceptance Fee”) at the rate per annum equal
to the CDOR Rate                     plus the applicable fee set out in the relevant
Pricing Grid. 







		(b) 	Calculation.
The Acceptance Fee shall be payable on                     issuance of each Bankers’ Acceptance
calculated on the face amount of each                     Bankers’ Acceptance on the
basis of the number of days in the Contract                     Period for the Bankers’ Acceptance
and a year of 365 or 366 days, as                     applicable. Each determination by
the Agent of the Acceptance Fee applicable to                     any Banker’s
Acceptance shall, in the absence of manifest error, be final,
                    conclusive and binding upon the Facility A Borrower and the
Lenders. Upon                     determination of the Acceptance Fee applicable to any
Banker’s Acceptance,                     the Agent shall notify the Facility A
Borrower and each Lender. 


















- 49 - 



	4.5  	Letters
of Credit and Letters of Guarantee.  






Upon the issue of a Letter of Credit
or a Letter of Guarantee by the Agent under Facility A or Harris under
Facility B, as applicable, the Borrower shall pay to the Agent or Harris, as
applicable, a fee at the rate per annum set out in the relevant Pricing Grid on issue.
Issuance fees shall be calculated on the principal amount of each Letter of Credit or
Letter of Guarantee on the date of issue. Issuance fees shall be calculated on the basis
of the number of days in the applicable Contract Period and a year of 365 days. 



	4.6  	Commitment
Fees  






SunOpta Food Group shall pay to
Harris in respect of Facility B, quarterly in arrears on the last Business Day of
each month which is the quarterly anniversary of the Closing Date, a commitment fee equal
to (a) 12.5 Basis Points at all times when the Funded Debt to EBITDA ratio of the
Consolidated Borrower is less than 2.0:1 for the last four consecutive Fiscal Quarters, or
(b) 25 Basis Points at all times when the Funded Debt to EBITDA ratio of the
Consolidated Borrower is equal to or greater than 2.0:1 for the last four consecutive
Fiscal Quarters, calculated daily on the Facility B Unutilized Portion and on the
basis of a year of 365 or 366 days, as the case may be. Each applicable Borrower shall pay
to the Agent at the Agent’s Account for Payments, for the account of the applicable
Lenders on a Credit Facility by Credit Facility basis in respect of Credit
Facility A and Credit Facility D, quarterly in arrears on the last Business Day
of each month which is the quarterly anniversary of the Closing Date, a commitment fee
equal to (a) 12.5 Basis Points at all times when the Funded Debt to EBITDA ratio of
the Consolidated Borrower is less than 2.0:1 for the last four consecutive Fiscal
Quarters, or (b) 25 Basis Points at all times when the Funded Debt to EBITDA ratio of
the Consolidated Borrower is equal to or greater than 2.0:1 for the last four consecutive
Fiscal Quarters, calculated daily, as applicable, on the Facility A Unutilized
Portion and the Facility D Unutilized Portion, as applicable, and on the basis of a
year of 365 or 366 days, as the case may be. 



	4.7  	Applicable
Pricing  






The Borrowers shall pay to Harris in
respect of Facility B and to the Agent on behalf of the Lenders in respect of
Facility A, Facility C and Facility D (at the Agent’s Account for
Payments) interest and fees in respect of Advances obtained by the Borrowers under the
Credit Facilities in accordance with the relevant Pricing Grid below. The applicable
margin or fee payable by the Borrowers will be established quarterly and will be effective
at the beginning of the third month of each Fiscal Quarter of the Borrowers and is based
upon the attainment by SunOpta, on a consolidated basis, in its four previous Fiscal
Quarters of the Funded Debt to EBITDA Ratio, calculated quarterly, as set out in Section
9.3, on the last day of any Fiscal Quarter based on the most recent period of twelve
fiscal months completed and ending on or immediately prior to such day. 



	(a)  	Facility A
and B Pricing Grid. The Facility A Borrower shall pay to the Agent on behalf of the
Lenders, at the Agent’s Account for Payments, in respect of Facility A interest
in respect of Advances obtained by the Facility A Borrower under Facility A,
and SunOpta Food Group shall pay to Harris interest in respect of Advances obtained by
SunOpta Food Group under Facility B, in accordance with the pricing grid below (the
“Facility A and B Pricing Grid”): 


















- 50 - 



	 	
      

    
	 	Pricing

      Level	 	Funded

      Debt/EBITDA	Prime
      Rate,

      US Base Rate

      and Alternate

      Base Rate Plus	 	Libor
      Rate

      Plus	BA's/LC's/LG's

      Fee
	 	
      

    
	    	 1.	 	<1.0:1.0	 	0.00%	 	1.00%	1.00%
	 	
      

    
	 	 2.	 	>/=1.0:1.0	 	0.25%	 	1.25%	1.25%
	 	
      

    
	 	 3.	 	>/=1.5:1.0	 	0.50%	 	1.50%	1.50%
	 	
      

    
	 	 4.	 	>/=2.0:1.0	 	0.75%	 	1.75%	.175%
	 	
      

    






     	(b)	
          Facility C and D Pricing Grid. LP shall pay to the
          Agent on behalf of the Lenders, at the Agent’s Account for Payments,
          interest and fees in respect of Advances obtained by LP under each of
          Facility C and Facility D in accordance with the pricing grid below
          (the “Facility C and D Pricing Grid”): 


          


	 	
      

    
	 	Pricing

      Level	 	Funded
      Debt/EBITDA	Alternate
      Base Rate 

      Plus	 	Libor
      Rate Plus
	 	
      

    
	    	 1.	 	<1.0:1.0	 	0.25%	 	1.25%
	 	
      

    
	 	 2.	 	>/=1.0:1.0	 	0.75%	 	1.75%
	 	
      

    
	 	 3.	 	>/=1.5:1.0	 	1.00%	 	2.00%
	 	
      

    
	 	 4.	 	>/=2.0:1.0	 	1.25%	 	2.25%
	 	
      

    






	4.8  	Interest
on Overdue Amounts.  






The Borrowers shall pay to Harris in
respect of Facility B and to the Agent on behalf of the Lenders in respect of
Facility A, Facility C and Facility D interest as prescribed in this
Agreement both before and after demand, default and judgment. Interest on any overdue
amounts hereunder, is payable, (a) for overdue amounts in Canadian Dollars, at the Prime
Rate plus the applicable margin as required by the then current Pricing Level plus 200
Basis Points per annum, (b) for overdue amounts in US Dollars owing to the Lenders under
Facility A, at the US Base Rate plus the applicable margin for the then current
Pricing Level plus 200 Basis Points per annum, and (c) for overdue amounts in US Dollars
owing to Harris under Facility B or the Agent and the Lenders under Facility C
and Facility D, at the Alternate Base Rate plus the applicable margin as required by
the then current Pricing Level plus 200 Basis Points per annum, in each case calculated on
a daily basis on the actual number of days elapsed in a 365 or 366 day year, as
applicable, computed from the date the amount becomes due for so long as the amount
remains overdue. Interest on overdue amounts shall be payable upon demand by Harris in
respect of Facility B and the Agent in respect of Facility A, Facility C
and Facility D and shall be compounded on each Interest Payment Date. 












- 51 - 






	4.9  	Interest
Act.  






For purposes of the Interest Act
(Canada), where in this Agreement a rate of interest is to be calculated on the basis
of a year of 360, 365, or 366 days, the yearly rate of interest to which the rate is
equivalent is that rate multiplied by the number of days in the calendar year for which
the calculation is made and divided by 360, 365, or 366, as applicable. 



	4.10  	Limit
on Rate of Interest.  






		(a) 	Adjustment.
If any provision of this Agreement or any of                     the other
Documents would obligate a Borrower or Obligor to make any payment of
                    interest or other amount payable to any Lender in an amount or
calculated at a                     rate which would be prohibited by law or would result
in a receipt by that                     Lender of interest at a criminal rate (as
construed under the Criminal                     Code (Canada)), then
notwithstanding that provision, that amount or rate                     shall be deemed
to have been adjusted with retroactive effect to the maximum                     amount
or rate of interest, as the case may be, as would not be so prohibited by
                    law or result in a receipt by that Lender of interest at a criminal
rate, the                     adjustment to be effected, to the extent necessary, as
follows: 







	 	(i) 	first,
by reducing the amount or rate of interest required to be paid to the
                    affected Lender under this Section 4; and  







	 	(ii) 	thereafter,
by reducing any fees, commissions, premiums and other amounts
                    required to be paid to the affected Lender which would constitute
interest for                     purposes of the Criminal Code (Canada).  







		(b) 	Reimbursement.
Notwithstanding Section 4.10(a), and after                     giving
effect to all adjustments contemplated thereby, if any Lender shall have
                    received an amount in excess of the maximum permitted by the Criminal
                    Code (Canada), then the applicable Borrower shall be entitled, by
notice in                     writing to the affected Lender, to obtain reimbursement
from that Lender in an                     amount equal to the excess, and pending
reimbursement, the amount of the excess                     shall be deemed to be an
amount payable by that Lender to the applicable                     Borrower. 







		(c) 	Actuarial
Principles. Any amount or rate of interest                     referred to
in this Section 4.10 shall be determined in accordance with                     generally
accepted actuarial practices and principles as an effective annual
                    rate of interest over the term that any Advance remains outstanding
on the                     assumption that any charges, fees or expenses that fall within
the meaning of                     “interest” (as defined in the Criminal
Code (Canada)) shall, if                     they relate to a specific period of
time, be pro-rated over that period of time                     and otherwise be
pro-rated over the period from the earlier of the date of                     advance and
the Closing Date to the relevant Maturity Date and, in the event of                     a
dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
                    appointed by the Lender shall be conclusive for the purposes of that
                    determination. 












- 52 - 








	4.11  	Substitute
Basis of Advance – Libor Loans.  






If, at any time during the term of
this Agreement, a Lender acting in good faith determines (which determination shall be
final, conclusive and binding upon the Borrower) that: 



		(a) 	adequate
and fair means do not exist for ascertaining the rate of interest on a
                    Libor Loan; 







		(b) 	LIBOR
does not accurately reflect the effective cost to the Lender of making,
                    funding or maintaining a Libor Loan and the costs to the Lender are
increased or                     the income receivable by the Lender is reduced in
respect of a Libor Loan; 







		(c) 	the
making, funding or maintaining of a Libor Loan or a portion thereof by the
                    Lender has become impracticable by reason of circumstances which
materially and                     adversely affect the London interbank market; or 







		(d) 	deposits
in US Dollars are not available to the Lender in the London interbank
                    market in sufficient amounts in the ordinary course of business for
the                     applicable Contract Period to make, fund or maintain a Libor Loan
during the                     Contract Period; 







the Lender shall promptly notify the
Borrower setting forth the basis of that determination and each Borrower hereby instructs
the Lender to repay the affected Libor Loan with the proceeds of an Alternate Base Rate
Loan in the amount of the Libor Loan, to be drawn down on the last day of the then current
Contract Period. The Lender shall not be required to make any further Libor Loans
available under this Agreement so long as any of the circumstances referred to in this
Section 4.11 continue. 



	4.12  	Indemnity.  






		(a) 	General.
Each Obligor shall, and does hereby, jointly and
                    severally indemnify the Agent, each Lender and the US Security Agent
and their                     respective directors, officers, employees, attorneys and
agents (each, an                     “Indemnified Person”)
against all suits, actions,                     proceedings, claims, losses (other than
loss of profits), expenses (including                     reasonable fees, charges and
disbursements of counsel), damages and liabilities                     including
liabilities arising under Environmental Laws (each, a                     “Claim”)
that the Agent, each Lender or the US Security Agent                     may sustain or
incur as a consequence of (i) any default under this Agreement or                     any
other Document, (ii) any misrepresentation contained in any writing
                    delivered to the Agent, each Lender or the US Security Agent in
connection with                     this Agreement, (iii) the Agent, each Lender or the
US Security Agent entering                     into this Agreement, (iv) the use of
proceeds of the Credit Facilities, or (v)                     the operations of any of
the Obligors or any Affiliate of any of the Obligors,                     except that no
Indemnified Person will be indemnified for any Claim resulting                     from
its own gross negligence or willful misconduct. 







		(b) 	Certificate.
A certificate of the Agent, affected Lender                     or US Security
Agent, as applicable, setting out the basis for the determination                     of
the amount necessary to indemnify the relevant Person pursuant to this
                    Section 4.12 shall be conclusive evidence, absent manifest error, of
the                     correctness of that determination. 












- 53 - 








		(c) 	Survival.
It is the intention of each of the Obligors and                     the
Agent, each Lender and the US Security Agent, as applicable, that Sections
                    3.15, 4.12, 4.13 and 6.2(b) shall supersede any other provisions in
this                     Agreement which in any way limit the liability of any of the
Obligors and that                     each of the Obligors shall be liable for any
obligations arising under Sections                     3.15, 4.12, 4.13 and 6.2(b) even
if the amount of the liability incurred exceeds                     the amount of the
other Obligations. The obligations of the Obligors under these
                    Sections are joint and several and absolute and unconditional and
shall not be                     affected by any act, omission or circumstance
whatsoever, whether or not                     occasioned by the fault of the Agent, any
Lender or the US Security Agent,                     except in respect of gross
negligence or willful misconduct by it. The                     obligations of each of
the Obligors under Sections 3.15, 4.12, 4.13 and                     6.2(b)shall
survive the repayment of the other Obligations and the                     termination of
the Credit Facilities. 







	4.13  	Breakage
Costs  






		(a) 	The
Facility A Borrower may not repay, prepay or cancel an Advance by way
                    of Bankers’ Acceptances prior to the expiry of the Contract
Period relating                     thereto. 







		(b) 	If
a Borrower repays, prepays or cancels an Advance (including repayment
                    pursuant to Sections 4.11 and 5.3), by way of Libor Loan, Letter of
Credit or                     Letter of Guarantee, the Borrower shall indemnify the
applicable Lender for any                     loss or expense suffered or incurred by
that Lender including any loss of profit                     or expenses which the Lender
incurs by reason of the liquidation or redeployment                     of deposits or
other funds acquired by it to effect or maintain the Advance or                     any
interest or other charges payable to lenders of funds borrowed by the Lender
                    in order to maintain the Advance together with any other charges,
costs or                     expenses incurred by that Lender relative thereto. 







		(c) 	A
certificate of the Agent or the affected Lender setting out the basis for the
                    determination of the amount necessary to indemnify the Agent or the
affected                     Lender pursuant to this Section 4.13 shall be conclusive
evidence, absent                     manifest error, of the correctness of that
determination. 







	4.14  	Change
in Circumstances.  






		(a) 	Reduction
in Rate of Return. If at any time any Lender
                    determines, acting reasonably, that any change in any Applicable Law
or any                     interpretation thereof after the date of this Agreement, or
compliance by the                     Lender with any direction, requirement, guidelines
or policies or request from                     any regulatory authority given after the
date of this Agreement, whether or not                     having the force of law, has
or would have, as a consequence of a Lender’s                     obligation under
this Agreement, and taking into consideration the Lender’s
                    policies with respect to capital adequacy, the effect of reducing the
rate of                     return on the Lender’s capital (in respect of making,
maintaining or                     funding an Advance hereunder) to a level below that
which the Lender would have                     achieved but for the change or
compliance, then from time to time, upon demand                     of the Lender, the
Borrower shall pay the Lender such additional amounts as will
                    compensate the Lender for the reduction. 











- 54 - 








		(b) 	Taxes,
Reserves, Capital Adequacy, etc. If, after the date                     of this
Agreement, the introduction of any Applicable Law or any change or
                    introduction of a change in any Applicable Law (whether or not having
the force                     of law) or in the interpretation or application thereof by
any court or by any                     Governmental Authority, central bank or other
authority or entity charged with                     the administration thereof, or any
change in the compliance of any Lender                     therewith now or hereafter: 







	 	(i) 	subjects
any Lender to, or causes the withdrawal or termination of a previously
                    granted exemption with respect to, any Tax or changes the basis of
taxation, or                     increases any existing Tax on payments of principal,
interest, fees or other                     amounts payable by the Borrower to the Lender
under or by virtue of this                     Agreement (except for Excluded Taxes); or  







	 	(ii) 	imposes,
modifies or deems applicable any reserve, special deposit, deposit
                    insurance or similar requirement against assets held by, or deposits
in or for                     the account of, or loans by or any other acquisition of
funds by, an office of                     any Lender in respect of any Advance or any
other condition with respect to this                     Agreement;  







	 	
and
the result of any of the foregoing, in the sole determination of the Lender acting
reasonably, shall be to increase the cost to, or reduce the amount received or receivable
by the Lender or its effective rate of return in respect of making, maintaining or
funding an Advance hereunder, the Lender shall, acting reasonably, determine that amount
of money which shall compensate the Lender for the increase in cost or reduction in
income.  






		(c) 	Payment
of Additional Compensation. Upon a Lender having                     determined
that it is entitled to compensation in accordance with the provisions
                    of this Section 4.14 (“Additional Compensation”),
the Lender                     shall promptly so notify the Borrower and (if a Lender
under Facility C)                     the Agent and shall provide to the Borrower
and the Agent a photocopy of the                     relevant Applicable Law or
direction, requirement, guideline, policyorrequest, as applicable, and a
certificate of an officer of the                     Lender setting forth the Additional
Compensation and the basis of calculation                     thereof, which shall be
conclusive evidence of the Additional Compensation in                     the absence of
manifest error. The Borrower shall pay to the Lender within 30
                    Business Days of the giving of notice the Additional Compensation for
the                     account of the Lender accruing from the date of the notification.
The Lender                     shall be entitled to be paid Additional Compensation from
time to time to the                     extent that the provisions of this Section 4.14
are then applicable                     notwithstanding that the Lender has previously
been paid Additional                     Compensation. 







		(d) 	Commercially
Reasonable. If it is commercially reasonable                     in the opinion
of a Lender receiving Additional Compensation under this Section
                    4.14, the Lender shall make reasonable efforts to limit the incidence
of that                     Additional Compensation, including seeking recovery for the
account of the                     Borrower following the Borrower’s request and at
the Borrower’s                     expense, if the Lender, in its sole
determination, would suffer no appreciable                     economic, legal,
regulatory or other disadvantage as a result. 












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	4.15  	Payment
of Portion.  






Notwithstanding any other term or
condition of this Agreement, if a Lender gives the notice provided for in Section 4.14
with respect to any Advance by way of Loan (an “Affected Borrowing”), the
Borrower may, at its option, upon 60 Business Days notice to that Lender (which notice
shall be irrevocable), repay to the Lender in full the Affected Borrowing outstanding
together with accrued and unpaid interest on the principal amount so repaid up to the date
of repayment and any amounts payable pursuant to Section 4.13, together with such
Additional Compensation as may be applicable to the date of payment. 



	4.16  	Illegality.  






If any Applicable Law, or any change
therein or in the interpretation or application thereof by any court or by any
Governmental Authority or central bank or comparable agency or any other entity charged
with the interpretation or administration thereof, or compliance by any Lender with any
request or direction (whether or not having the force of law) of any Governmental
Authority, central bank or comparable agency or other entity, now or hereafter makes it
unlawful or impossible for the Lender to make, fund or maintain an Advance or to perform
its obligations under or by virtue of this Agreement, the Lender may, by written notice
thereof to the Borrower and (if a Lender under Facility A, Facility C or
Facility D) the Agent, terminate its obligations to make further Advances under this
Agreement, and the Borrower, if required by the Lender, shall repay forthwith (or at the
end of such longer period as the Lender in its discretion has agreed) the principal amount
of the Advance together with accrued interest without penalty or bonus (and in the case of
Bankers’ Acceptances, the face amount thereof) and such Additional Compensation as
may be applicable to the date of payment and all other outstanding Obligations to the
Lender. If any change shall only affect a portion of any Lender’s obligations under
this Agreement which is, in the opinion of the Lender, severable from the remainder of
this Agreement so that the remainder of this Agreement may be continued in full force and
effect without otherwise affecting any of the obligations of the Lender or the Borrower
under this Agreement, the Lender shall only declare its obligations under that portion so
terminated. 



	4.17  	Upfront
Fee.  






The Borrowers shall pay to each
Lender on the Closing Date an upfront fee in the following amounts (a) $7,500 to BMO
in respect of Facility A, (b) $7,500 to CIBC in respect of Facility A,
(c) US$17,500 to Harris in respect of Facility B, (d) US$15,000 to BMO in
respect of Facility C, (e) US$15,000 to CIBC in respect of Facility C,
(f) US$5,000 to Harris in respect of Facility C, (g) US$3,334 to BMO in
respect of Facility D, (h) US$3,334 to CIBC in respect of Facility D, and
(i) US$3,334 to Harris in respect of Facility D. 



SECTION 5
 REDUCTION
AND REPAYMENT  



	5.1  	Term
and Maturity.  






The term of each Credit
Facility shall commence on the Closing Date and end on the Maturity Date. For greater
certainty, all amounts outstanding under each Credit Facility must be repaid and all
obligations of each Lender under each Credit Facility must be fully funded or
cancelled on the Maturity Date. At least 60 days, but not greater than 90 days, prior to
the then current Maturity Date in respect of each of Facility A and Facility B
and the then current Facility D Revolving Period Maturity Date, each applicable
Borrower may, if it so desires, provide the Agent and/or Harris with written notice of a
request to extend the current Maturity Date or the then current Facility D Revolving
Period Maturity Date for a further period of 364 days. Each request for the extension of
the then current Maturity Date or the then current Facility D Revolving Period
Maturity Date by each applicable Borrower shall be subject to the written consent of the
applicable Lenders, which consent, if delivered, shall be delivered to each applicable
Borrower no later than 30 days prior to the then current Maturity Date or the then current
Facility D Revolving Period Maturity Date. If each Lender, acting in its sole
discretion, agrees to the applicable Borrower’s request to extend the then current
Maturity Date or the then current Facility D Revolving Period Maturity Date, the then
current Maturity Date or the then current Facility D Revolving Period Maturity Date,
as applicable, shall be extended for a further period of 364 days. If a Lender does not
respond to a request for an extension prior to 30 days before the expiry of the then
current Maturity Date or the then current Facility D Revolving Period Maturity Date,
such Lender will be deemed to have denied the request for an extension of the Maturity
Date or the then current Facility D Revolving Period Maturity Date, as applicable. 








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	5.2  	Repayment.  






		(a) 	LP
shall repay the principal amount of the Advances under Facility C
                    quarterly, commencing the first Fiscal Quarter after the Closing
Date, by paying                     the amounts set out in the amortization schedule
attached as Schedule P. In                     addition, 100% of the net cash proceeds
from the permitted sale or                     sale/leaseback of any fixed assetsof
the Obligors (collectively, the                     “Permitted Proceeds”)
shall be applied to repay, in inverse                     order of maturity, on or before
the last Business Day of the Fiscal Quarter                     immediately following the
Fiscal Quarter in which such sale or sale/leaseback                     occurs, the then
outstanding principal amount under Facility C, until                     Facility C
is repaid in full. Notwithstanding the foregoing, to the extent
                    Permitted Proceeds are reinvested by the applicable Obligor, as
applicable, in                     replacement assets in existing lines of business by
the end of the Fiscal                     Quarter immediately following the Fiscal
Quarter in which such permitted sale or                     sale/leaseback of assets
takes place, then the Permitted Proceeds need not be                     applied to the
outstanding principal amount under Facility C as set out                     herein. 







		(b) 	LP
shall repay the principal amount of the Advances under Facility D
                    quarterly, commencing the first Fiscal Quarter after the initial
drawdown under                     Facility D, in instalments equal to the greater
of                     (i) 1/20th of the initial amount drawn down under
                    Facility D, and (ii) 1/20th of the outstanding
principal                     amount drawn under Facility D as of the date of the
last Advance made under                     Facility D. All remaining principal
outstanding under Facility D will                     be due and payable in full on
the Maturity Date in respect of Facility D. 







	5.3  	Mandatory
Repayment – Currency Fluctuations.  






		(a) 	If,
due to exchange rate fluctuations or for any reason whatsoever, in the case
                    of Facility A, the Canadian Dollar Amount of the principal
amount of all                     Advances outstanding under Facility A shall, at
any time, exceed, as                     applicable, the Commitment for Facility A,
or the then current                     Facility A Borrowing Base (the amount of the
excess being referred to                     herein as an “Excess Amount”),
then within three Business Days                     of written notice from the Agent, the
Facility A Borrower shall, at its                     option: 







	 	(i) 	forthwith
repay Loans and/or fund any Lender’s obligations with respect to
                    outstanding Bankers’ Acceptances, Letters of Credit or Letters
of Guarantee                     in an amount equal to or greater than such Excess
Amount; or  







	 	(ii) 	provide
cash collateral or such other security as the Agent may require in an
                    amount equal to or greater than such Excess Amount which collateral
shall remain                     in the Agent’s possession until the Canadian Dollar
Amount of the principal                     amount of all Advances outstanding under
Facility A is equal to or less                     than, as applicable, the
Commitment for Facility A or the then current                     Facility A
Borrowing Base whereupon such collateral shall be released by                     the
Agent to the Facility A Borrower.  












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		(b) 	Notwithstanding
any other provision of this Agreement, including any provision
                    contemplating a Rollover or Conversion, whenever the Canadian Dollar
Amount of                     the principal amount of all Advances outstanding under
Facility A is, as                     applicable, in excess of the Commitment for
Facility A or the then current                     Facility A Borrowing Base,
the Facility A Borrower shall (i) repay any                     USBR Loan or (ii)
upon the maturity of any Banker’s Acceptance, repay the                     Banker’s
Acceptance, or (iii) upon the last day of the Contract Period in
                    respect of a Libor Loan, repay the Libor Loan, and any repayments
under clauses                     (i), (ii) and (iii) shall be applied in reduction of
such Excess Amount. 







		(c) 	The
Facility A Borrower shall, on demand, reimburse each Lender for and
                    hold each Lender harmless against any loss, cost or expense suffered
or incurred                     by the Lender by virtue of the necessity to resort to
this Section 5.3 including                     any loss of profit or expenses which the
Lender incurs by reason of the                     liquidation or re-deployment of
deposits or other funds acquired by the Lender                     to maintain its
obligations under this Agreement and any interest or other                     charges
payable to lenders of funds borrowed by the Lender in order to maintain
                    the obligations of the Lender under this Agreement. 







		(d) 	The
Facility A Borrower shall pay interest on any Excess Amount at a rate
                    of Prime Rate plus 5% per annum, calculated on a daily basis on the
actual                     number of days elapsed in a 365 day year, computed from the
date an Excess                     Amount arises to, but excluding, the date on which the
Excess Amount is repaid.                     Notwithstanding the foregoing, if the
Facility A Borrower is aware that it                     will require an Excess
Amount for a period not longer than three Business Days,                     the Facility A
Borrower may request that such Excess Amount be made                     available at the
rate normally applicable to Facility A for such                     anticipated
short term requirement. Each Lender may refuse such a request in its
                    discretion. 







	5.4  	Optional
Prepayment.  






LP may prepay, without
penalty, in whole or in part and in a minimum amount of US$500,000 or larger whole
multiples thereof, the Advances outstanding under Facility C and Facility D, at
any time prior to the Maturity Date provided that all accrued interest with respect to the
amount to be prepaid shall have been paid and provided that LP indemnify the Agent on
behalf of the Lenders for any loss or expense suffered or incurred by any Lender,
including any breakage costs which a Lender incurs by reason of the liquidation or
redeployment of deposits or other funds acquired by it to effect or maintain
Facility C or Facility D, as applicable, or any interest or charges payable to
the lender of funds borrowed by the Lender and any other charges, costs or expenses
incurred by the Lender relative thereto. LP shall give three Business Days’ notice of
its desire to make any prepayment, substantially in the form attached hereto as Schedule
Q. Any prepayment shall be paid to the Agent at the Agent’s Account for Payments and
distributed pro rata among the Lenders in accordance with their respective Rateable
Portions and applied pro rata over the remaining Scheduled Payments under
Facility C or Facility D, as applicable. No amount permanently prepaid may be
reborrowed under this Agreement. Each Lender’s respective Commitment under
Facility C and Facility D, as applicable, will be permanently reduced by the
amount of any permanent prepayment made to it under this Section 5 and the Total
Commitment under Facility C and Facility D, as applicable, reduced
correspondingly. 








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SECTION 6
 PAYMENTS AND
TAXES  



	6.1  	Payments
Generally.  






All amounts owing in respect of a
Credit Facility, whether on account of principal, interest or fees or otherwise, shall be
paid in the currency in which the Advance is outstanding. Each payment under this
Agreement shall be made for value on the day the payment is due. All interest and other
fees shall continue to accrue until payment has been received by the Agent and each Lender
as applicable. Each payment under Facility B shall be made by debit to the applicable
Borrower’s Account by Harris at or before 1:00 p.m. on the day that payment is due.
SunOpta Food Group hereby authorizes Harris to debit the applicable Borrower’s
Account in respect of any and all payments to be made by SunOpta Food Group under this
Agreement. Each payment under or in respect of Facility A, Facility C and
Facility D shall be made at the Agent’s Account for Payments at or before 1:00
p.m. on the day payment is due. The Borrowers hereby authorize the Agent in respect of
Facility A, Facility C and Facility D to debit the applicable
Borrower’s account in respect of any and all payments to be made by such Borrowers
under this Agreement. Receipt by the Agent from the Borrower of funds under this
Agreement, as principal, interest, fees or otherwise, shall be deemed to be receipt of
these funds by the Lenders. 



	6.2  	Taxes.  






		(a) 	Payments.
All payments to be made by or on behalf of the
                    Borrowers under or with respect to this Agreement are to be made free
and clear                     of and without deduction or withholding for, or on account
of, any present or                     future Taxes, unless such deduction or withholding
is required by Applicable                     Law. If a Borrower is required to deduct or
withhold any Taxes from any amount                     payable to the Agent or any Lender
(i) the amount payable shall be increased as                     may be necessary so that
after making all required deductions or withholdings                     (including
deductions and withholdings applicable to, and taking into account
                    all Taxes on, or arising by reason of the payment of, additional
amounts under                     this Section 6.2), the Agent or any Lender, as the case
may be, receives and                     retains an amount equal to the amount that it
would have received had no such                     deductions or withholdings been
required, (ii) the Borrowers shall make such                     deductions or
withholdings, and (iii) the Borrowers shall remit the full amount
                    deducted or withheld to the relevant taxing authority in accordance
with                     Applicable Laws. Notwithstanding the foregoing, the Borrowers
shall not be                     required to pay additional amounts in respect of
Excluded Taxes. 







		(b) 	Indemnity.
The Borrowers shall indemnify the Agent and the
                    Lenders for the full amount of any Taxes (other than Excluded Taxes)
imposed by                     any jurisdiction on amounts payable by the Borrowers under
this Agreement and                     paid by the Agent or any Lender and any liability
(including penalties, interest                     and reasonable expenses) arising
therefrom or with respect thereto, whether or                     not such Taxes were
correctly or legally asserted, and any Taxes levied or                     imposed with
respect to any indemnity payment made under this Section 6.2. The
                    Borrowers shall also indemnify the Agent and the Lenders for any
Taxes (other                     than Excluded Taxes) that may arise as a consequence of
the execution, sale,                     transfer, delivery or registration of, or
otherwise with respect to this                     Agreement or any other Document. The
indemnifications contained in this Section                     6.2(b) shall be made
within 30 days after the date Harris in respect of                     Facility B or
the Agent in respect of Facility A, Facility C or                     Facility D
makes written demand therefor. 












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		(c) 	Evidence
of Payment. Within 30 days after the date of any
                    payment of Taxes by the Borrowers, the Borrowers shall furnish to, as
                    applicable, Harris or the Agent the original or a certified copy of a
receipt                     evidencing payment by the Borrowers of any Taxes with respect
to any amount                     payable to the Agent and the Lenders hereunder. 







		(d) 	Survival.
The Borrowers’ obligations under this                     Section 6.2
shall survive the termination of this Agreement and the payment of
                    all amounts payable under or with respect to this Agreement. 







	6.3  	No
Set-Off.  






All payments to be made by the
Borrowers shall be made without set-off or counterclaim and without any deduction of any
kind. 



	6.4  	Application
of Payments Before Exercise of Rights.  






Subject to the provisions of this
Agreement, all payments made by or on behalf of the Borrowers before the exercise of any
rights arising under Section 10.2, or otherwise, shall be paid, as applicable, (i) to
Harris in respect of Facility B, and (ii) to the Agent in respect of Facility A,
Facility C and Facility D and distributed among the Lenders under
Facility A, Facility C and Facility D pro rata in accordance with
their respective Rateable Portions (or, as the case may be, to or among the Agent, the
Lender or the Lenders to whom those payments are owing) in each instance in the following
order: 



		(a) 	firstly,
in payment of any amounts due and payable as and by way of agency fees
                    owing to the Agent or the US Security Agent for its services
hereunder or in                     connection herewith; 







		(b) 	secondly,
in payment of any amounts due and payable as and by way of
                    recoverable expenses hereunder or in connection herewith; 







		(c) 	thirdly,
in payment of any interest, other fees, or default interest then due
                    and payable on or in respect of the Advances; 







		(d) 	fourthly,
in repayment of any principal amounts of the Advances; and 







		(e) 	fifthly,
in payment of any other amounts then due and payable by the Borrowers
                    hereunder or in connection herewith. 












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	6.5  	Application
of Payments After Exercise of Rights Under Section 10.2.  






All payments made by or on behalf of
the Obligors after the exercise of any rights arising under Section 10.2 shall, subject to
the provisions of the Security Sharing Agreement, be paid to and distributed pro
rata among, as applicable, (i) the Lenders under Facility A, Facility C and
Facility D pro rata in accordance with their Rateable Portions, (ii) Harris in
respect of Facility B, or (iii) as the case may be, to or among the Agent, the Lender
or the Lenders to whom those payments are owing, in each instance in the following order: 



		(a) 	firstly,
in payment of agency fees, if any, and the reasonable costs and
                    expenses of any realization against the Obligors and any and all
other sureties                     and guarantors or of its or their respective property
and assets, including the                     out-of-pocket expenses of the Agent or the
US Security Agent and the reasonable                     fees and out-of-pocket expenses
of counsel, consultants and other advisers                     employed in connection
therewith and in payment of all costs and expenses                     incurred by the
Agent or the US Security Agent in connection with the                     administration
and enforcement of this Agreement or the other Documents, to the
                    extent that those funds, costs and expenses shall not have been
reimbursed to                     the Agent or the US Security Agent; and 







		(b) 	thereafter
as the Agent and the Lenders may determine in their discretion. 







SECTION 7 
SECURITY
DOCUMENTS  



	7.1  	Security
Documents.  






The Borrowers shall cause the
following documents to be executed and delivered to, as applicable, the Agent or the US
Security Agent on behalf of the Lenders to secure the Obligations, those documents to be
in form and substance satisfactory to the Agent, the US Security Agent and the Lenders: 



		(a) 	by
SunOpta: (i) Ontario law guarantee of the obligations of all Obligors
                    (other than SunOpta) owing to the Lenders; (ii) a general security
agreement                     creating a security interest in all of the personal
property, assets and                     undertaking of SunOpta, including securities (or
the equivalent) registered in                     every location where SunOpta has
assets; (iii) security under 427 of the Bank Act (Canada); (iv) a general assignment
of book debts; (v) a first                     collateral charge, by way of debenture or
other appropriate security (including                     a hypothec), over the real
property located at 2838 Highway 7, Norval, Ontario,                     (vi) an
assignment of all insurance policies, including but not limited to fire
                    and all perils insurance on real property and policies insuring the
assets of                     SunOpta; (vii) an offset agreement regarding cash balances;
(viii) a securities                     pledge agreement; (ix) if applicable, an
acknowledgment regarding existing                     security; and (x) an assignment of
any security that SunOpta may now or                     hereafter obtain from Opta
Minerals Inc. and the Subsidiaries of Opta Minerals                     Inc.; 







		(b) 	by
1510146 Ontario: (i) Ontario law guarantee of the obligations of all
                    Obligors (other than 1510146 Ontario) owing to the Lenders; (ii) a
general                     security agreement creating a security interest in all of the
personal property,                     assets and undertaking of 1510146 Ontario,
including securities (or the                     equivalent) registered in every location
where 1510146 Ontario has assets; (iii)                     a general assignment of book
debts; (iv) an assignment of all insurance                     policies, including but
not limited to fire and all perils insurance on real                     property and
policies insuring the assets of 1510146 Ontario; (v) an offset
                    agreement regarding cash balances; and (vi) if applicable, an
                    acknowledgment regarding existing security; 




















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		(c) 	by
LP: (i) Illinois law guarantee of the obligations of all Obligors
                    (other than LP) owing to the Lenders; (ii) a general security
agreement creating                     a security interest in all of the personal
property, assets and undertaking of                     LP, including securities (or the
equivalent) registered in every location where                     LP has assets; (iii) a
certificate in respect of all insurance policies,                     including but not
limited to fire and all perils insurance on real property and
                    policies insuring the assets of LP, indicating the US Security Agent
and/or the                     Lenders as loss payee; (iv) an offset agreement regarding
cash balances; and                     (v) if applicable, an acknowledgment
regarding existing security; 







		(d) 	by
ULC: (i) Ontario law guarantee of the obligations of all Obligors
                    (other than ULC) owing to the Lenders; (ii) a general security
agreement                     creating a security interest in all of the personal
property, assets and                     undertaking of ULC, including securities (or the
equivalent) registered in every                     location where ULC has assets; (iii) an
assignment of all insurance                     policies, including but not limited to
fire and all perils insurance on real                     property and policies insuring
the assets of ULC; (iv) an offset agreement                     regarding cash balances;
and (v) if applicable, an acknowledgment regarding                     existing
security; 







		(e) 	by
LLC: (i) Illinois law guarantee of the obligations of all Obligors
                    (other than LLC) owing to the Lenders; (ii) a general security
agreement                     creating a security interest in all of the personal
property, assets and                     undertaking of LLC, including securities (or the
equivalent) registered in every                     location where LLC has assets; (iii) a
certificate in respect of all                     insurance policies, including but not
limited to fire and all perils insurance                     on real property and
policies insuring the assets of LLC, indicating the US                     Security Agent
and/or the Lenders as loss payee; (iv) an offset agreement                     regarding
cash balances; and (v) if applicable, an acknowledgment regarding
                    existing security; 







		(f) 	by
SunOpta Food Group: (i) Illinois law guarantee of the obligations of
                    all Obligors (other than SunOpta Food Group) owing to the Lenders;
(ii) a                     general security agreement creating a security interest in all
of the personal                     property, assets and undertaking of SunOpta Food
Group, including securities (or                     the equivalent) registered in every
location where SunOpta Food Group has                     assets; (iii) a certificate in
respect of all insurance policies, including but                     not limited to fire
and all perils insurance on real property and policies                     insuring the
assets of SunOpta Food Group, indicating the US Security Agent                     and/or
the Lenders as loss payee; (iv) an offset agreement regarding cash
                    balances; and (v) if applicable, an acknowledgment regarding
existing                     security; 







		(g) 	by
Northern Food: (i) Illinois law guarantee of the obligations of all
                    Obligors (other than Northern Food) owing to the Lenders; (ii) a
general                     security agreement creating a security interest in all of the
personal property,                     assets and undertaking of Northern Food, including
securities (or the                     equivalent) registered in every location where
Northern Food has assets; (iii) a                     first collateral charge, by way of
debenture or other appropriate security                     (including a mortgage and
security agreement with assignment of rents), over the                     real property
located at: (A) 601 3rd Avenue W, Alexandria, Minnesota, (B) 4601                     Co.
Road, 13 NE, Alexandria, Minnesota, (C) 3035 Evergreen Lane,
                    Alexandria, Minnesota, (D) 308-2nd Avenue NW, Bertha, Minnesota, (E)
701 W 1st                     Street, Fosston, Minnesota, and (F) 199 W 2nd Avenue,
Afton, Wyoming, (iv) a                     certificate in respect of all insurance
policies, including but not limited to                     fire and all perils insurance
on real property and policies insuring the assets                     of Northern Food,
indicating the US Security Agent and/or the Lenders as loss                     payee;
(v) an offset agreement regarding cash balances; and (vi) if
                    applicable, an acknowledgment regarding existing security; 
















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		(h) 	by
SunOpta Aseptic: (i) Illinois law guarantee of the obligations of all
                    Obligors (other than SunOpta Aseptic) owing to the Lenders; (ii) a
general                     security agreement creating a security interest in all of the
personal property,                     assets and undertaking of SunOpta Aseptic,
including securities (or the                     equivalent) registered in every location
where SunOpta Aseptic has assets; (iii)                     a first collateral charge, by
way of debenture or other appropriate security                     (including a mortgage
and security agreement with assignment of rents), over the                     real
property located at: 3915 Minnesota Street, Alexandria, Minnesota; (iv) a
                    certificate in respect of all insurance policies, including but not
limited to                     fire and all perils insurance on real property and
policies insuring the assets                     of SunOpta Aseptic, indicating the US
Security Agent and/or the Lenders as loss                     payee; (v) an offset
agreement regarding cash balances; and (vi) if                     applicable, an
acknowledgment regarding existing security; 







		(i) 	by
Sunrich: (i) Illinois law guarantee of the obligations of all
                    Obligors (other than Sunrich) owing to the Lenders; (ii) a general
security                     agreement creating a security interest in all of the
personal property, assets                     and undertaking of Sunrich, including
securities (or the equivalent) registered                     in every location where
Sunrich has assets; (iii) a first collateral charge, by                     way of
debenture or other appropriate security (including a mortgage and
                    security agreement with assignment of rents), over the real property
located at:                     (A) 3824-93rd Street SW, Hope, Minnesota, and
                    (B) 616-6th Avenue W, Cresco, Iowa and (c) 1971,
                    354th Street, Breckenridge, Minnesota; (iv) a certificate
in respect                     of all insurance policies, including but not limited to
fire and all perils                     insurance on real property and policies insuring
the assets of Sunrich,                     indicating the US Security Agent and/or the
Lenders as loss payee; (v) an offset                     agreement regarding cash
balances; and (vi) if applicable, an                     acknowledgment regarding
existing security; 







		(j) 	by
SunOpta Ingredients Canada: (i) Ontario law guarantee of the
                    obligations of all Obligors (other than SunOpta Ingredients Canada)
owing to the                     Lenders; (ii) a general security agreement creating a
security interest in all                     of the personal property, assets and
undertaking of SunOpta Ingredients Canada,                     including securities (or
the equivalent) registered in every location where                     SunOpta
Ingredients Canada has assets; (iii) a general assignment of book debts;
                    (iv) a first collateral charge by way of debenture or other
appropriate                     security, over the real property located at 2 Barrie
Blvd., St. Thomas, Ontario;                     (v) an assignment of all insurance
policies, including but not limited to fire                     and all perils insurance
on real property and policies insuring the assets of                     SunOpta
Ingredients Canada; (vi) an offset agreement regarding cash balances;
                    and (vi) if applicable, an acknowledgment regarding existing
security; 
















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		(k) 	by
SunOpta Ingredients: (i) Illinois law guarantee of the obligations of
                    all Obligors (other than SunOpta Ingredients) owing to the Lenders;
(ii) a                     general security agreement creating a security interest in all
of the personal                     property, assets and undertaking of SunOpta
Ingredients, including securities                     (or the equivalent) registered in
every location where SunOpta Ingredients has                     assets; (iii) a
first collateral charge, by way of debenture or other                     appropriate
security(including a mortgage and security agreement with
                    assignment of rents), over the real property located at: (A) 1001
South                     Cleveland Street, Cambridge, Minnesota, (B) 701 West 6th
 Street,                     Galesburg, Illinois and (C) 1050 Wenig Road N.E.,
Cedar Rapids, Iowa; (iv) a                     certificate in respect of all insurance
policies, including but not limited to                     fire and all perils insurance
on real property and policies insuring the assets                     of SunOpta
Ingredients, indicating the US Security Agent and/or the Lenders as
                    loss payee; and (v) an offset agreement regarding cash balances; (vi)
a patent                     collateral agreement; (vii) if applicable, an acknowledgment
regarding existing                     security; 







		(l) 	by
Drive: (i) Ontario law guarantee of the Obligations of all Obligors
                    (other than Drive) owing to Lender, (ii) a general security agreement
creating a                     security interest in all of the personal property, assets
and undertaking of                     Drive, including securities (or the equivalent)
registered in every location                     where Drive has assets, (iii) an
assignment of all insurance policies, including                     but not limited to
fire and all perils insurance on real property and policies                     insuring
the assets of Drive, (iv) an offset agreement regarding cash balances;
                    and (v) if applicable, an acknowledgment regarding existing
security; 







		(m) 	by
Sonne Labs: (i) Illinois law guarantee of the obligations of all
                    Obligors (other than Sonne Labs) owing to the Lenders; (ii) a general
security                     agreement creating a security interest in all of the
personal property, assets                     and undertaking of Sonne Labs, including
securities (or the equivalent)                     registered in every location where
Sonne Labs has assets (iii) a first                     collateral charge by way of
debenture or other appropriate security (including a                     mortgage and
security agreement with assignment of rents), over the real                     property
located at : (A) 896 23rd  Avenue North, Wahpeton, North
                    Dakota; (iv) a certificate in respect of all insurance policies,
including but                     not limited to fire and all perils insurance on real
property and policies                     insuring the assets of Sonne Labs, indicating
the US Security Agent and/or the                     Lenders as loss payee; and (v) an
offset agreement regarding cash balances; 







		(n) 	by
SunOpta Holdings: (i) Illinois law guarantee of the obligations of
                    all Obligors (other than SunOpta Holdings) owing to the Lenders; (ii)
a general                     security agreement creating a security interest in all of
the personal property,                     assets and undertaking of SunOpta Holdings,
including securities (or the                     equivalent) registered in every location
where SunOpta Holdings has assets;                     (iii) a certificate in respect of
all insurance policies, including but not                     limited to fire and all
perils insurance on real property and policies insuring                     the assets of
SunOpta Holdings, indicating the US Security Agent and/or the                     Lenders
as loss payee; (iv) an offset agreement regarding cash balances; and
                    (v) if applicable, an acknowledgment regarding existing
security; 







		(o) 	by
SunOpta Financing: (i) Illinois law guarantee of the obligations of
                    all Obligors (other than SunOpta Financing) owing to the Lenders;
(ii) a general                     security agreement creating a security interest in all
of the personal property,                     assets and undertaking of SunOpta
Financing, including securities (or the                     equivalent) registered in
every location where SunOpta Financing has assets;                     (iii) a
certificate in respect of all insurance policies, including but not
                    limited to fire and all perils insurance on real property and
policies insuring                     the assets of SunOpta Financing, indicating the US
Security Agent and/or the                     Lenders as loss payee; (iv) an offset
agreement regarding cash balances; and                     (v) if applicable, an
acknowledgment regarding existing security; 
















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		(p) 	by
Organic Ingredients: (i) Illinois law guarantee of the obligations of
                    all Obligors (other than Organic Ingredients) owing to the Lenders;
(ii) a                     general security agreement creating a security interest in all
of the personal                     property, assets and undertaking of Organic
Ingredients, including securities                     (or the equivalent) registered in
every location where Organic Ingredients has                     assets; (iii) a
certificate in respect of all insurance policies, including but                     not
limited to fire and all perils insurance on real property and policies
                    insuring the assets of Organic Ingredients, indicating the US
Security Agent                     and/or the Lenders as loss payee; (iv) an offset
agreement regarding cash                     balances; and (v) if applicable, an
acknowledgment regarding existing                     security; and 







		(q) 	each
relevant Lender’s standard form Bankers’ Acceptances in blank in
                    accordance with Section 3.9(f). 







	7.2  	Further
Assurances.  







		(a) 	Additional
Obligors. The Borrowers shall cause any                     Included Subsidiary to sign
an Additional Obligor Counterpart and execute and                     deliver a guarantee
unlimited as to amount, substantially similar to the                     guarantees
executed by the Obligors, supported by: 







	 	(i) 	a
general security agreement or the equivalent, substantially similar to the
                    general security agreements executed by the Obligors, creating a
security                     interest in all its personal property, assets and
undertaking, including                     securities registered in every location where
such Included Subsidiary has                     assets;  







	 	(ii) 	a
charge (or the equivalent) of such Included Subsidiary creating a fixed
                    charge on all such Included Subsidiary’s real property
registered against                     title to such property;  







	 	(iii) 	an
assignment of all insurance policies held by the Included Subsidiary
                    insuring the real property or assets of the Included Subsidiary; and  







	 	(iv) 	such
other additional or substitute security as the Agent, the US Security
                    Agent or the Unanimous Lenders may require from time to time;  







	 	
all
immediately upon that Person becoming an Included Subsidiary.  






		(b) 	Further
Documents. Upon request of the Agent, the US                     Security
Agent or the Unanimous Lenders, the Obligors or any of them shall
                    execute and deliver, or shall cause to be executed and delivered, to
the Agent                     or US Security Agent, as applicable, such further documents
or instruments and                     shall do or cause to be done such further acts as
may be necessary or proper in                     the reasonable opinion of the Agent or
US Security Agent, as applicable, or the                     Unanimous Lenders in its or
their sole and absolute discretion, to secure the                     Obligations,
including, without limitation, executing and delivering or causing                     to
be executed and delivered such further documents or instruments to give the
                    Lenders a first priority security interest in any and all property
and assets                     now or hereafter acquired by any Obligor, subject to any
Permitted Liens. 
















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SECTION 8
 CONDITIONS
PRECEDENT  



	8.1  	Conditions
Precedent to Disbursements of Advances.  







The obligation of each Lender to make
available the first Advance, Rollover or Conversion under each Credit Facility is
subject to and conditional upon the satisfaction of the following conditions: 



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







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







	 	(ii) 	each
Security Document and all other Documents duly executed by all the parties
                    thereto;  







	 	(iii) 	timely
notice as may be required by any term of this Agreement in connection
                    with any action to be taken thereunder;  







	 	(iv) 	a
Certificate of each Obligor dated the Closing Date certifying:  







	 	(A) 	that
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 Agreement, the Security Documents and the
other Documents to which it is a                     party and all the transactions
contemplated thereby; and  







	 	(C) 	all
representations and warranties contained in this Agreement are true and
                    correct as if made on the date of the Certificate.  







	 	(v) 	pro
forma consolidated and consolidating financial statements for the Borrowers
                    and Obligors after giving effect to the transfer of the assets and
related                     shares of the Opta Minerals line of business from SunOpta to
Opta Minerals Inc.                     prepared in good faith and based upon reasonable
assumptions and consistent with                     the Borrowers’ due diligence
review in connection with such acquisitions;  







	 	(vi) 	opinions
of counsel to the Obligors, addressed to the Agent and each Lender and
                    counsel to the Agent with respect to, inter alia, due
authorization,                     execution, delivery and enforceability of the
Documents executed by the                     Obligors;  


















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	 	(vii) 	duly
executed certificate(s) of insurance evidencing the insurance required
                    under this Agreement and endorsements of those policies each showing
loss                     payable to the Agent or US Security Agent, as applicable;  







	 	(viii) 	such
other documents as the Agent or US Security Agent may reasonably request
                    including (A) the documents listed in Section 7.1 hereof, and (B) standard
                    documentation used by the Lender in connection with the issuance of
Letters of                     Credit and Letters of Guarantee, prior to any Advance by
way of any such method;  







	 	(ix) 	a
duly completed Environmental Checklist in the Agent’s or the US Security
                    Agent’s standard form, or if available, a Phase I environmental
report in                     respect of real property owned by the Obligors, including
in particular that                     recently acquired and owned by Organic
Ingredients;  







	 	(x) 	landlord
waivers satisfactory to the Agent or US Security Agent in respect of
                    real property leased by any Obligor;  







	 	(xi) 	a
copy of all of the relevant Obligor’s agreements relating to the Rhodia
                    Price Reduction;  







	 	(xii) 	the
Security Sharing Agreement; and  







	 	(xiii) 	if
so requested by the Lenders, title insurance satisfactory to the Lenders in
                    favour of the Agent or the US Security Agent shall have been obtained
and                     delivered to the Agent or the US Security Agent in respect of
each relevant                     property owned by an Obligor.  







		(b) 	Payout
and Discharge. All funds owed by the Obligors to                     those
creditors identified (based upon information provided by any Obligor) by
                    the Agent and the US Security Agent, as applicable, shall be repaid
in full and                     all Liens and/or security registrations made in favour of
such creditorsshall be discharged or the Agent or the US Security Agent, as
applicable,                     shall have received an undertaking from such creditorsto
discharge all                     such Liens and/or security registrations in form and
substance satisfactory to                     the Agent or the US Security Agent, as
applicable. 







		(c) 	Registration
of Security Documents. All registrations,                     recordings
and filings of or with respect to the Security Documents which in the
                    opinion of counsel to the Agent or the US Security Agent, as
applicable, are                     necessary to render effective the Lien intended to be
created thereby shall have                     been completed. 







	 	(d) 	Fees.
All fees payable in accordance with this Agreement                     on
or before the Closing Date (including legal fees and expenses of the Agent
                    and the US Security Agent) shall have been paid to the Agent.  







		(e) 	Due
Diligence. The Agent and the Lenders shall have
                    completed their business, legal and accounting due diligence with the
respect to                     the Obligors, including, in respect of the transfer of
certain assets and shares                     by SunOpta to Opta Minerals Inc. with
results satisfactory to them. 














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		(f) 	Market
Change. No material adverse change or material
                    disruption of the financial, banking or capital markets shall have
occurred and                     be continuing, in each case, determined by the Agent in
its sole and absolute                     discretion. 







		(g) 	Material
Adverse Change. No Material Adverse Change shall                     have
occurred with respect to the Obligors. 







		(h) 	Existing
Debt. The Lenders shall have reviewed the                     Obligors’ existing
Debt obligations, with results satisfactory to the                     Lenders. 







		(i) 	Opta
Minerals Inc. The Lenders shall have received written
                    confirmation and certification from SunOpta that the transfer of
relevant shares                     and assets from SunOpta to Opta Minerals Inc. has
been completed and that the                     initial public offering in respect of
Opta Minerals Inc. has been completed. 







	8.2  	Conditions
Precedent to All Advances.  







The obligations of the Lenders to
make available any Advance, Rollover or Conversion, after the conditions in Section 8.1
being satisfied, are subject to and conditional upon each of the conditions below being
satisfied on the applicable Drawdown Date, Issuance Date, Rollover Date or Conversion
Date: 



		(a) 	No
Default. No Default or Event of Default shall exist. 







		(b) 	Representations
Correct. The representations and                     warranties contained
in Section 2.1 shall be true and correct on each Drawdown                     Date,
Issuance Date, Rollover Date or Conversion Date as if made on that date. 







		(c) 	Notice
of Advance. The Borrowers shall have provided any
                    notice required in respect of an Advance, Rollover or Conversion. 







		(d) 	Facility A
and Facility B Advances. The                     Facility A
Borrower and SunOpta Food Group, as applicable, shall have                     provided a
current certified aged statement of Accounts Receivable and listing
                    of Inventory in accordance with Section 3.6(a) or 3.6(b), as
applicable. 







		(e) 	Certain
Advances. Each applicable Borrower executing and
                    delivering to the relevant Lender or the Agent customary
documentation required                     by such Lender or the Agent, as applicable,
from time to time for purposes of                     extending Advances by way of Letter
of Credit, Letter of Guarantee and                     Bankers’ Acceptance. 







	8.3  	Conditions
Precedent to Advances Under Facility D  







The obligations of the Lenders to
make available any Advance, Rollover or Conversion under Facility D, in addition to
being subject to and conditional upon each of the conditions being satisfied in Sections
8.1 and 8.2, are subject to and conditional upon each of the conditions below being
satisfied on the applicable Drawdown Date, Issuance Date, Rollover Date or Conversion
Date: 










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		(a) 	satisfactory
completion by the relevant Obligor of the acquisition on terms and
                    conditions satisfactory to the Lenders; 







		(b) 	satisfaction
to the Lenders that the acquisition is related to SunOpta’s
                    existing lines of business; 







		(c) 	satisfaction
by the Lenders with the ownership and management, organizational                     and
legal structure of the Consolidated Borrower subsequent to the acquisition
                    and the tax and accounting aspects of the acquisition; 







		(d) 	satisfactory
due diligence review by the Lenders, including, but not limited                     to,
review of the relevant Person’s existing operations, history of
                    business and financial position. This is to be confirmed by the
historical (past                     three years) audited, consolidated (and
non-consolidated if applicable)                     financial statements, the most recent
interim financial statements and two year                     forecast/budgets of SunOpta
and the relevant Person on a combined basis                     confirming compliance
with all financial covenants hereunder; 







		(e) 	repayment
of any Debt attached to the acquisition upon closing and discharge of
                    all relevant Liens together with provision of Security Documents
creating a                     first rank of security interest in favour of the Agent,
the US Security Agent                     and the Lenders as applicable; 







		(f) 	receipt
of satisfactory environmental review of the assets of the Person being
                    acquired executed by an authorized signing officer of SunOpta; 







		(g) 	no
Default or Event of Default shall have occurred and be continuing or be
                    created upon the completion of the relevant acquisition; 







		(h) 	the
amounts available under the Credit Facilities, together with any cash
                    resources of the Obligors, shall be sufficient to complete the
acquisition. If                     additional funds are required to complete the
acquisition, then the additional                     equity or Subordinated Debt may be
used to fund the shortfall. Such Subordinated                     Debt must be on terms
and conditions satisfactory to the Lenders, including,                     without
limitation, no acceleration rights in respect of such Subordinated Debt
                    prior to the maturity date of the Credit Facilities; and 







		(i) 	in
respect of an Advance for purposes of making a Capital Expenditure that is
                    not budgeted for in the Business Plan or that is more than 10% in
excess of that                     which is budgeted for in the Business Plan, the prior
approval of the Unanimous                     Lenders will be required. 







	8.4  	Waiver
of a Condition Precedent.  







The conditions stated in Sections
8.1, 8.2 and 8.3 are inserted for the sole benefit of the Agent, the US Security Agent and
the Lenders and the conditions stated therein may only be waived by the Unanimous Lenders,
in whole or in part, with or without terms or conditions, in respect of all or any portion
of the Advances, without affecting the right of the Lenders to assert terms and conditions
in whole or in part in respect of any other Advance. 










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SECTION 9
COVENANTS  



	9.1  	Affirmative
Covenants.  







While any amount owing under this
Agreement or any of the other Documents remains unpaid, or the Agent or the Lenders have
any obligations under this Agreement or any of the other Documents, each of the Obligors
covenants, for itself as applicable, with the Agent, the US Security Agent and each Lender
as follows: 



		(a) 	Corporate
Existence. It shall do or cause to be done all                     things
necessary to keep in full force and effect its corporate existence and
                    all rights, trade-marks, licenses and qualifications required for it
to carry on                     its businesses and own, lease or operate its properties
in each jurisdiction in                     which it carries on business or owns, leases
or operates property or assets from                     time to time. 







		(b) 	Insurance.
It shall maintain insurance on its properties                     and
assets and for the operation of its businesses in such amounts and against
                    such risks as would be customarily obtained and maintained by a
prudent owner of                     similar properties and assets operating a similar
business, including                     appropriate liability insurance, business
interruption insurance and third party                     liability insurance. It shall
provide copies of those policies to the Agent or                     the US Security
Agent, as applicable, which policies shall be satisfactory to                     the
Agent or the US Security Agent, as applicable. Each insurance policy shall
                    include an endorsement whereby the insurers agree to give the Agent
or the US                     Security Agent, as applicable, on behalf of the Lenders not
less than 30 days                     notice of the cancellation of the policy of
insurance and permit the Agent or                     the US Security Agent, as
applicable, on behalf of the Lenders to cure any                     default which may
exist under the policy. It shall name the Agent or the US                     Security
Agent, as applicable, as loss payee or additional insured as its
                    interest may appear in all of its policies of insurance or otherwise
assure the                     Agent or the US Security Agent, as applicable, of the
availability of continuing                     coverage in a manner satisfactory to the
Agent or the US Security Agent, as                     applicable, and all real property
policies shall contain such standard mortgage                     clauses as the Agent or
the US Security Agent, as applicable, shall require for                     the Lenders’ protection.
In addition, it shall notify the Agent or the US                     Security Agent
forthwith on the happening of any loss or damage in excess of
                    $150,000 and shall furnish at its expense all necessary proofs and do
all                     necessary acts to enable the Agent or the US Security Agent, as
applicable, to                     obtain payment of the insurance monies in the event
that the claim for payment                     of insurance proceeds is $150,000 or
greater. 







		(c) 	Compliance
with Laws, etc. It shall comply with all                     Applicable
Laws and all Government Approvals required in respect of its
                    businesses, properties, the Collateral, or any activities or
operations carried                     out thereon including health, safety and
employment standards, labour codes and                     Environmental Laws. If
required by the Agent, it shall deliver to the Agent                     evidence
satisfactory to the Agent concerning such compliance with all
                    Applicable Laws and Government Approvals. 







		(d) 	Government
Approvals. It shall obtain (to the extent not                     in
existence on the date of this Agreement) and maintain, by the observance and
                    performance of all obligations thereunder and conditions thereof, all
Government                     Approvals required for it to carry on its businesses. 














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		(e) 	Conduct
of Business. It shall: (i) conduct its business                     and
the operation of its property in a proper and efficient manner and keep
                    proper books of account and records with respect to the operation of
its                     business and the operation of its property; (ii) diligently
maintain, repair,                     use and operate its property and premises in a
proper and efficient manner;                     (iii) maintain its physical assets in
good condition so that each asset may be                     used at all times for the
purpose for which it was intended; and                     (iv) perform all of its
obligations under the terms of each mortgage,                     indenture, security
agreement and other debt instrument by which it is bound. 







		(f) 	Payment.
It shall duly and punctually pay or cause to be                     paid all sums
of money due and payable by it under this Agreement and the other
                    Documents on the dates, at the places and in the currency and the
manner set                     forth herein and therein. 







		(g) 	Litigation.
It shall (i) promptly give notice to Harris                     and the
Agent of any litigation, suit, action, proceeding or dispute, threatened
                    or commenced it, whether before or by any court, governmental
department,                     commission, board, bureau, agency or instrumentality,
domestic or foreign, or                     before any arbitrator of any kind which
either individually or in the aggregate                     exceed $150,000 in claims, or
which otherwise, if adversely determined, could                     reasonably be
expected to have a Material Adverse Effect on it or the other
                    Obligors, (ii) advise Harris and the Agent of the extent to which any
adverse                     determination is covered by insurance, (iii) provide all
reasonable information                     requested by Harris and the Agent concerning
the status of any litigation,                     proceeding or dispute, and (iv) use
reasonable efforts to bring about a                     reasonable, favourable and speedy
resolution or disposition of the litigation,                     proceeding or dispute. 







		(h) 	Pay
Claims and Taxes. It shall promptly pay and discharge,
                    when due, all Taxes charged to or payable by it and all obligations
which may                     result in Liens (other than Permitted Liens) on its
properties or assets unless                     the relevant Tax or obligation is being
actively and diligently contested in                     good faith by appropriate
proceedings and is adequately reserved against in                     accordance with
GAAP. It shall notify Harris and the Agent of each contest                     promptly
upon forming the intention to contest the relevant payment, Tax or
                    obligation. 







		(i) 	Notice
of Default or Material Adverse Change. It shall,                     upon
obtaining knowledge thereof, provide to Harris and the Agent as soon as
                    practicable, and in any event within one Business Day after obtaining
that                     knowledge, notice of any Material Adverse Change, Default or
Event of Default,                     together with an officer’s Certificate setting
forth the details of any                     such Material Adverse Change, Default or
Event of Default and the action taken                     or to be taken to remedy it. 







		(j) 	Other
Reports and Filings. Promptly upon transmission
                    thereof it shall deliver to Harris and the Agent copies of all
financial                     information, statutory audits, proxy materials and other
information and                     reports, if any, which it (i) has filed with the
Securities and Exchange                     Commission or any governmental agencies
substituted therefor or with the Ontario                     Securities Commission or any
securities regulatory authority or any other                     equivalent governmental
agencies in any state, province or territory of Canada                     or the United
States of America, (ii) has delivered to holders of, or any agent                     or
trustee with respect to, its Debt in their capacity as such a holder, agent
                    or trustee, or (iii) has delivered to any shareholder in its capacity
as a                     shareholder. 















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		(k) 	Other
Information. From time to time, it shall deliver to
                    Harris or the Agent such other information or documents (financial or
otherwise)                     as Harris or the Agent may reasonably request. 







		(l) 	Books,
Records and Inspections. It will keep proper books                     of
record and account in which full, true and correct entries in conformity with
                    GAAP and all requirements of law shall be made of all dealings and
transactions                     in relation to its business and activities. It will
permit officers and                     designated representatives of the Agent or any
Lender to visit and inspect,                     under guidance of its officers, any of
its properties and to examine its books                     of account and discuss its
affairs, finances and accounts, and be advised as to                     the same by, its
officers, all at such reasonable times and intervals and to                     such
reasonable extent as the Agent or any Lender may request. 







		(m) 	First
Priority. It will take all actions, sign all
                    documents, effect all registrations and otherwise act so as to carry
out the                     intent of this Agreement which is that the Liens created by
the Security                     Documents are to rank first against all of its
undertaking, property and assets                     subject only to Permitted Liens. 







		(n) 	Environmental
Compliance. It will carry on all activities                     in compliance
with all Environmental Laws. It will not cause or permit the                     Release
or storage of a Hazardous Substance in or under its properties except in
                    compliance with all Environmental Laws. If it comes to its attention
that it is                     not in material compliance with all applicable
Environmental Laws, it will                     remedy that non-compliance immediately.
If immediate remedy is not possible, it                     will notify BMO, Harris and
the Agent immediately of the problem and describe in                     detail the
action it intends to take to return to compliance with this Section
                    9.1(n). 







		(o) 	Capital
Expenditures. It will make, subject to a permitted                     10%
variance above the budgeted amount, Capital Expenditures only in accordance
                    with and as budgeted for in its Business Plan. Notwithstanding the
foregoing and                     for greater certainty, it may make Capital Expenditures
in an amount of up to                     US$20,000,000 during Fiscal Year 2004 which
such US$20,000,000 is inclusive of                     the permitted 10% variance
described above. 







		(p) 	Annual
Meetings with Lenders. On or before April 30th in                     each
Fiscal Year, it shall hold a meeting with the Lenders upon the request of
                    Harris or the Agent at which meeting shall be reviewed the financial
results of                     the previous fiscal year and the financial condition of
the Obligors and the                     Business Plan. 







		(q) 	Auditors.
It shall promptly give notice to Harris and the                     Agent
of a change in its Auditors and the reasons for the change. 







		(r) 	ERISA
Matters. It will maintain each ERISA Plan in
                    compliance in all material respects with all requirements of
Applicable Law. It                     will promptly notify the Agent or the US Security
Agent, as applicable, on                     becoming aware of (a) the institution
of any steps by any Person to                     terminate any US Pension Plan, (b) the
failure of any Obligor to make a                     required contribution to any US
Pension Plan if such failure is sufficient to                     give rise to an
Encumbrance under Section 302(f) of ERISA, (c) the                     taking
of any action with respect to a US Pension Plan which is reasonably
                    likely to result in the requirement that any Obligor furnish a bond
or other                     security to the US Pension Benefit Guaranty Corporation
under ERISA or such US                     Pension Plan, or (d) the occurrence of
any event with respect to any ERISA                     Plan which is reasonably likely
to result in any Obligor incurring any material                     liability, fine or
penalty, and in the notice to the Agent or the US Security                     Agent, as
applicable, thereof, provide copies of all documentation relating
                    thereto. 














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	9.2  	Negative
Covenants.  







While any amount owing under this
Agreement or any of the other Documents remains unpaid, or the Agent, the US Security
Agent or the Lenders have any obligations under this Agreement or any of the other
Documents, each Obligor covenants, for itself as applicable, with the Agent, the US
Security Agent and each Lender as follows: 



		(a) 	Limitation
on Liens. It shall not directly or indirectly,                     make,
create, incur, assume or suffer to exist any Lien upon or with respect to
                    any material part of its property or assets, whether now owned or
hereafter                     acquired, other than Permitted Liens. The ability of the
Obligors to incur or                     suffer to exist Permitted Liens is not to be
construed as a subordination,                     constructive or otherwise, of the Liens
granted to the Agent or US Security                     Agent on behalf of the Lenders to
such Permitted Liens. 







		(b) 	Disposition
of Assets. It shall not sell, lease, transfer,                     assign,
convey or otherwise dispose of any of its properties or assets except in
                    the ordinary course of business and in accordance with the terms of
the Security                     Documents unless the Permitted Proceeds of such sale are
applied as set out in                     Section 5.2. 







		(c) 	Consolidations
and Mergers. It shall not merge,                     consolidate,
amalgamate with or into, or convey, transfer, lease or otherwise
                    dispose of (whether in one transaction or in a series of
transactions) all or                     substantially all of its assets (whether now
owned or hereafter acquired) to or                     in favour of any Person, except
that any Obligor may merge, amalgamate with, or                     dissolve or liquidate
into, any other Obligor (so long as it remains an                     Obligor), provided
that in any such transaction, other than an amalgamation, the                     Obligor
shall be the continuing or surviving corporation. 







		(d) 	Limitation
on Debt. It shall not create, incur, assume,                     suffer to
exist, or otherwise become or remain directly or indirectly liable
                    with respect to, any Debt in excess of US$500,000 in the aggregate
during the                     term of this Agreement, except: (i) Debt incurred pursuant
to this Agreement;                     (ii) Debt consisting of Contingent Obligations
described in clause (b) of the                     definition thereof and permitted
pursuant to Section 9.2(g); (iii) Debt existing                     on the date of the
Closing Date as set forth in Schedule R; (iv) Debt secured by                     or
which could be secured by Permitted Liens; (v) Debt for amounts payable to
                    suppliers in the ordinary course of business; (vi) unsecured Debt to
an Obligor;                     and (vii) Debt to CIBC in respect of Visa corporate
credit cards issued by CIBC. 














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		(e) 	Transactions
with Affiliates or Associates. It shall not                     enter into
any transactions with any Affiliate or Associate of it, except: (i)
                    as expressly permitted by this Agreement or listed on Schedule S
hereto; or (ii)                     in the ordinary course of business and pursuant to
the reasonable requirements                     of its business; and, in the case of
clause (ii), upon fair and reasonable terms                     no less favourable to it
than would obtain in a comparable arm’s-length                     transaction with
a Person which is not its Affiliate or Associate. 







		(f) 	Management
Fees and Compensation. It shall not pay any
                    management, consulting or similar fees to any Affiliate or to any
officer,                     director or employee of it or any Affiliate except (i)
payment of reasonable                     compensation and expense reimbursement to
officers and employees for actual                     services rendered to, and expenses
incurred for, it in the ordinary course of                     business, and (ii) payment
of directors’ fees and reimbursement of actual                     out-of-pocket
expenses incurred in connection with attending board of director
                    meetings not to exceed in the aggregate for the Obligors with respect
to all                     such items $150,000 in any Fiscal Year provided that no such
payment shall be                     made if a Default or an Event of Default is
outstanding or if the making of such                     payment will result in a Default
or an Event of Default. 







		(g) 	Contingent
Obligations. It shall not create, incur, assume                     or
suffer to exist any Contingent Obligations, other than in respect of the
                    Obligations except: (i) endorsements for collection or deposit
in the                     ordinary course of business; (ii) Contingent Obligations
incurred in the                     ordinary course of business with respect to surety
and appeal bonds, performance                     bonds and other similar obligations;
and (iii) Contingent Obligations arising                     with respect to customary
indemnification obligations in favour of purchasers in                     connection
with dispositions permitted under Section 9.2(b). The foregoing
                    permission to incur Contingent Obligations is not consent for any
Obligor to                     honour those Contingent Obligations if otherwise
restricted or prohibited by                     this Agreement. 







		(h) 	Restricted
Payments. It shall not (i) declare or make any                     payment
or other distribution of assets, properties, cash, rights, obligations
                    or securities on account of any of its capital stock, partnership
interests,                     membership interests or other equity securities (except
that any Obligor may                     declare and pay dividends to another Obligor (so
long as it remains an                     Obligor)), or (ii) purchase, redeem or
otherwise acquire for value any of its,                     or any of its Affiliates’,
shares of capital stock, partnership interests,                     membership interests
or other equity securities or any warrants, rights or                     options to
acquire such interests or securities now or hereafter outstanding. 







		(i) 	Change
in Business. It shall not engage in any material                     line
of business substantially different from those lines of business carried on
                    by it on the date hereof and it shall not change the location from
which such                     line of business is carried on by it, all as described in
Schedule C. 







		(j) 	Change
in Structure. It shall not make any changes in its
                    equity capital structure (including a change in the terms of its
outstanding                     equity securities), or amend its constating documents
(including any shareholder                     agreement), except as necessary to effect
transactions permitted under Section                     9.2(c). 














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		(k) 	Accounting
Changes. It shall not make any significant                     change in
accounting treatment or reporting practices, except as required by
                    GAAP, or change its Fiscal Year. 







		(l) 	Material
Contracts. It shall not (i) cancel or terminate                     any
Material Contract; (ii) waive any default or breach under any Material
                    Contract; (iii) amend or otherwise modify any Material Contract; or
(iv) take                     any other action in connection with any Material Contract,
that would, in each                     case, have a Material Adverse Effect. 







		(m) 	Limitation
on Sale and Leaseback Transactions. Unless in
                    compliance with Section 5.2 hereof, it will not, directly or
indirectly, enter                     into any sale and leaseback transaction with
respect to any property or assets                     (whether now owned or hereafter
acquired). 







		(n) 	Loans
and Investments. It will not, without the prior
                    written approval of the Agent and the Lenders, other than in respect
of the                     proceeds of the Advances under Facility C and Facility D
and the                     corresponding equity contribution in each of the ULC and the
LLC and the                     subsequent loan to SunOpta Food Group(i) purchase
or acquire, or make                     any commitment to purchase or acquire, any
capital stock, equity interest, or                     any obligations or other
securities of, or any interest in, any Person,                     including, without
limitation, the establishment or creation of a Subsidiary, or                     (ii)
make or commit to make any acquisition of all or substantially all of the
                    assets of another Person, or of any business or division of any
Person,                     including without limitation, by way of merger,
consolidation, amalgamation or                     other combination or (iii) make or
commit to make any advance, loan, extension                     of credit or capital
contribution to or any other investment in, any Person                     including any
Affiliate or make any payments in respect thereof (the items
                    described in clauses (i), (ii), and (iii) are referred to as
                    “Investments”), except for: (A) Investments in cash
and Cash                     Equivalents; (B) extensions of credit by one Obligor to
another Obligor (so long                     as it remains an Obligor), as the case may
be and interest and other payments                     made in connection with such
extensions of credit; (C) extensions of credit                     which constitute trade
receivables in the ordinary course of business; and (D)                     except for
Permitted Investments. 







		(o) 	Use
of Cash. Use any cash on deposit with BMO, Harris or
                    the Agent which is subject to an offset agreement in breach of any
term or                     covenant contained in this Agreement or any other Document. 







		(p) 	Location
of Assets in Other Jurisdictions. It will not,                     except
for any property being delivered to a customer in the ordinary course of
                    business of such Obligor as part of the performance of its
obligations, or the                     provision of its services, to such customer under
a contract entered into with                     such customer in the ordinary course of
business of such Obligor, acquire any                     property outside of the
jurisdictions identified in Schedule I or move any                     property from one
jurisdiction to another jurisdiction where the movement of                     such
property would cause the Security over such property to cease to be
                    perfected under Applicable Law, or knowingly suffer or permit in any
other                     manner any of its property to not be subject to the Security or
to be or become                     located in a jurisdiction as a result of which the
Security over such property                     is not perfected, unless (x) the Obligor
has first given 30 days prior written                     notice thereof to the Agent or
the US Security Agent, as applicable, and (y) the                     applicable Obligor
has first executed and delivered to the Agent or the US                     Security
Agent, as applicable, all Security Documents and all financing or
                    registration statements in form and substance satisfactory to the
Agent or the                     US Security Agent, as applicable, which the Agent or the
US Security Agent, as                     applicable, or its counsel, acting reasonably,
from time to time deem necessary                     or advisable to ensure that the
Security Documents at all times constitute a                     perfected first priority
Lien (subject only to Permitted Liens) over such                     property
notwithstanding the movement or location of such property as aforesaid
                    together with such supporting certificates, resolutions, opinions and
other                     documents as the Agent or the US Security Agent, as applicable,
may deem                     necessary or desirable in connection with such security and
registrations. 














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		(q) 	Excluded
Subsidiaries. Other than in respect of Opta                     Minerals
Inc. and the Subsidiaries of Opta Minerals Inc. to which this negative
                    covenant will not apply, it will not, without the prior written
approval of the                     Agent and the Lenders, allow or cause any Excluded
Subsidiary to (i) incur any                     Debt, other than Debt secured by or which
could be secured by Permitted Liens or                     Debt for amounts payable to
suppliers in the ordinary course of business, (ii)                     grant, incur or
suffer any Lien other than a Permitted Lien, (iii) purchase or
                    acquire, or make any commitment to purchase or acquire, any capital
stock,                     equity interest, or any obligations or other securities of, or
any interest in,                     any Person, including, without limitation, the
establishment or creation of a                     Subsidiary, (iv) make or commit to
make any acquisition of all or substantially                     all of the assets of
another Person, or of any business or division of any                     Person,
including without limitation, by way of merger, consolidation,
                    amalgamation or other combination or (v) make or commit to make any
advance,                     loan, extension of credit or capital contribution to or any
other investment in,                     any Person including any Affiliate or make any
payments in respect thereof. 







		(r) 	Loans
to Excluded Subsidiaries. It will not make loans or
                    advance funds or make or increase, as the case may be, any equity
investment in                     any Excluded Subsidiary including without limitation in
any of Opta Minerals                     Inc., Temisca Inc., 9017-0382 Quebec Inc., Opta
Minerals (USA) Inc., Virginia                     Material Inc., International Materials
and Supplies Inc. and 1108176 Ontario                     Limited. 







	9.3  	Financial
Covenants of the Borrowers.  







While any amount owing under this
Agreement or any of the other Documents remains unpaid, or the Agent or the Lenders have
any obligations under this Agreement or any of the other Documents, the Borrowers covenant
with the Agent and each Lender as follows: 



		(a) 	Funded
Debt to EBITDA Ratio. The Funded Debt to EBITDA                     Ratio
of the Consolidated Borrower shall at all times be less than 2.50 : 1.00. 







		(b) 	Fixed
Charge Coverage Ratio. The Fixed Charge Coverage                     Ratio
of the Consolidated Borrower shall at all times be greater than or equal
                    to 1.5 : 1.00. 







		(c) 	Working
Capital Ratio. The Working Capital Ratio of the
                    Consolidated Borrower shall not at any time be less than 1.25 : 1.00. 







		(d) 	Tangible
Net Worth. The Consolidated Borrower shall, from                     and
at all times after December 31, 2004 maintain a Tangible Net Worth of not
                    less than US$75,000,000 at all times plus 75% of cumulative positive
net income                     plus the stated capital amount of any share or other
equity issuance. 














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		(e) 	Calculation
of Ratios, etc. The Funded Debt to EBITDA                     Ratio and
the Fixed Charge Coverage Ratio shall each be calculated quarterly on
                    any day based on the most recent period of twelve fiscal months
completed and                     ending on or immediately prior to such day. 







		(f) 	Changes
to GAAP. Upon the occurrence of any change in                     GAAP,
the Majority Lenders will adjust the ratios set out in this Section 9.3. 







	9.4  	Accounting,
Financial Statements and Other Information.  







While any amount owing under this
Agreement or any of the other Documents remains unpaid, or the Agent or the Lenders have
any obligations under this Agreement or any of the other Documents, each Borrower
covenants with the Agent and the Lenders as follows: 



		(a) 	Quarterly
Consolidated Financial Statements. Within 60                     days of
the end of each Fiscal Quarter, it will deliver to the Agent the
                    unaudited consolidated balance sheet of SunOpta, SunOpta Food Group
and the                     Consolidated Borrower as at the end of such Fiscal Quarter
and the related                     unaudited consolidated statements of income and cash
flows, together with                     schedules prepared in a form satisfactory to the
Majority Lenders, presenting                     the balance sheet of the Obligors as at
the end of such Fiscal Quarter and the                     related consolidating
spreadsheets (including balance sheets and income                     statements) in
respect of each Obligor of income and cash flows, (and showing                     all
adjustments made to prepare such balance sheet and statement) all of which
                    shall be certified by the Chief Financial Officer (or an acceptable
designate)                     of SunOpta, SunOpta Food Group and the Consolidated
Borrower, as applicable,                     together with a certificate of such officer
relating to the compliance or                     non-compliance with this Agreement in
the form attached hereto as Schedule T and                     attaching a true copy of
the quarterly report of management to the board of                     directors of
SunOpta, such quarterly report of management to be in a form                     similar
to the “Q3 2002 Board of Directors Report” previously
                    delivered to the Lenders (a copy of which is attached hereto as
Schedule X). For                     greater certainty and with reference to the phrase
“subject in the case of                     interim financial statements to normal
year-end adjustments” contained in                     clause (a) of Schedule T, if
any “normal year-end adjustments” are                     deemed to be material
by the Majority Lenders, then a compliance certificate in                     the form of
Schedule T for the fourth Fiscal Quarter of SunOpta shall be                     restated
as applicable to reflect such adjustments and resubmitted by SunOpta to
                    the Agent within 120 days of the end of the relevant Fiscal Year. 









		(b) 	Facility A
and Facility B Borrowing Base Statements. Within 30 days of the end
of each month, the Facility A                     Borrower will deliver to the Agent
and SunOpta Food Group will deliver to Harris                     a separate aged
Accounts Receivable listing and Inventory listing segregating                     United
States, Canadian and foreign domiciled Accounts Receivable of the
                    Facility A Borrower and SunOpta Food Group, as applicable, and
categorizing                     Inventory as either raw materials, parts or supplies and
finished goods of the                     Facility A Borrower and SunOpta Food
Group, as applicable, for such period,                     all of which shall be
certified by the Chief Financial Officer (or an acceptable                     designate)
of SunOpta for the Facility A Borrower and the Chief Financial
                    Officer (or an acceptable designate) of SunOpta Food Group for
SunOpta Food                     Group. Accounts Receivable guaranteed by EDC or EXIM or
secured by a letter of                     credit from a financial institution acceptable
to the Lenders shall be                     separately identified. 














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		(c) 	SunOpta
Annual Audited and Unaudited Financial Statements. Within 120 days of the
end of each Fiscal Year, SunOpta will                     deliver to the Agent (i) the
external accountant prepared consolidated balance                     sheets of SunOpta
and the Consolidated Borrower as at the end of such Fiscal                     Year and
the related consolidated statements of income, retained earnings and
                    statements of cash flows for such Fiscal Year, certified in respect
of SunOpta                     by the Auditors, together with a signed opinion of the
Auditors (which opinion                     shall not be qualified in any respect) on the
consolidated financial statements,                     and (ii) the annual unaudited
non-consolidated external accountant prepared                     financial statements of
the Consolidated Borrower, all other Obligors and                     Subsidiaries. 







		(d) 	SunOpta
Food Group Annual Unaudited Financial Statements. Within 120 days of the
end of each Fiscal Year, SunOpta Food                     Group will deliver to the Agent
the unaudited consolidated balance sheets of                     SunOpta Food Group and
its Subsidiaries as at the end of such Fiscal Year and                     the related
consolidated statements of income, retained earnings and statements
                    of cash flows for such Fiscal Year, all of which shall be certified
by the Chief                     Financial Officer (or an acceptable designate) of
SunOpta Food Group. 







		(e) 	Management Letters. Promptly after the receipt thereof by
                    any Obligor, it will deliver to the Agent, a copy of any “management
                    letter” received by any Obligor from the Auditors. 


                    



		(f) 	Annual
Business Plan. Not later than one day prior to the
                    first day of each Fiscal Year, it will deliver to the Agent a
Business Plan for                     SunOpta on a consolidated basis and for each
Obligor (other than SunOpta) and                     Subsidiary on an unconsolidated
basis in form satisfactory to the Majority                     Lenders and consistent
with past practice (including financial projections,                     Capital
Expenditure budgets, budgeted statements of income and sources and uses
                    of cash and balance sheets) prepared for (i) each calendar month of
such fiscal                     year, and (ii) the Fiscal Year immediately following
such Fiscal Year, in                     each case, prepared in reasonable detail with
appropriate presentation and                     discussion of the principal assumptions
upon which such projections and budgets                     are based, accompanied by the
statement of the chief financial officer of each                     Obligor and
Subsidiary to the effect that, to the best of his or her knowledge,
                    the projections and budget are a reasonable estimate for the period
covered                     thereby. Notwithstanding the foregoing and for greater
certainty, for Fiscal                     Year 2005, the unconsolidated Business Plan in
respect of each Obligor and                     Subsidiary may be delivered to the Agent
on or before February 28, 2005. 







		(g) 	Other
Information. Such other information as the Agent or
                    the Majority Lenders may reasonably request, including, without
limitation,                     providing prompt written notice to the Agent of the
aggregate hedging position                     of the Obligors if Hedge Contracts are
greater than $1,000,000 “out of the                     money”. 














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SECTION 10 
DEFAULT AND
ENFORCEMENT  



	10.1  	Events
of Default.  







Upon the occurrence of an event
described in Section 10.1(i) or 10.1(j), an Event of Default under the Credit
Facility shall have occurred, and upon the occurrence of any one or more of the
following events, other than an event described in Section 10.1(i) or 10.1(j), Harris with
respect to Facility B or the Agent with respect to Facility A, Facility C
and Facility D may, or, if required by the Majority Lenders, the Agent shall with
respect to Facility A, Facility C and Facility D, by written notice to the
Borrower, declare that an Event of Default under Facility A, Facility B or
Facility C has occurred: 



		(a) 	Non-payment
of Principal. Any Borrower fails to make when                     due,
whether by acceleration or otherwise, any payment of principal required to
                    be made under this Agreement or any other Document. 







		(b) 	Non-payment
of Interest, Fees or Other Amounts. Any                     Obligor fails
to make when due, whether by acceleration or otherwise, any                     payment
of interest, fees, costs or any other payment under this Agreement or
                    any other Document and that failure continues for three Business Days
after the                     due date. 







		(c) 	Breach
of Covenants, etc. Any Obligor: 







	 	(i) 	fails
to perform or observe any term, condition, covenant or undertaking
                    contained in Sections 7.2, 9.1, 9.2, 9.3 and 9.4 and that failure, if
capable of                     being remedied, is not remedied within 20 days of its
occurrence;  







	 	(ii) 	fails
to bring any of its real property into material compliance with
                    applicable Environmental Laws as contemplated by Section 9.1(n)
within a                     reasonable period which, in no event, shall exceed six
months from the date                     hereof;  







	 	(iii) 	fails
to observe or perform any other term, condition, covenant or undertaking
                    contained in any Document which is not otherwise specifically
addressed in this                     Section 10.1(c) and which failure cannot be
remedied; or  







	 	(iv) 	fails
to observe or perform any other term, condition, covenant or undertaking
                    contained in any Document which is not otherwise specifically
addressed in this                     Section 10.1(c) and that failure, if capable of
being remedied, is not remedied                     within 20 days of its occurrence.  







		(d) 	Cross-Default.
With respect to any other Debt of any           Obligor or Subsidiary: 







	 	(i) 	demand
is made of Debt in excess of $1,000,000 payable on demand or default
                    occurs in the payment thereof when due, whether by virtue
acceleration or                     otherwise;  







	 	(ii) 	default
occurs in the performance or observance of any obligation or condition
                    with respect thereto and that default remains unremedied after any
remedial                     period with respect thereto; or  














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	 	(iii) 	any
other event occurs with respect thereto;  







	 	
and
the effect of that default or other event is to accelerate the maturity of that Debt or
to permit the holder or holders thereof, or any trustee or agent for the holder or
holders, to cause the Debt to become due and payable prior to its expressed maturity
and/or to realize on any security that may be held for such Debt.  






		(e) 	Representations
and Warranties. Any representation,                     warranty or
statement which is made by any Obligor in any Document or which is
                    contained in any certificate, written statement or written notice
provided under                     or in connection with any Document or which is deemed
to have been made is                     untrue or incorrect when made in any material
respect. 







		(f) 	Execution.
Judgments are made against the Obligors or any
                    Subsidiary or any one of them in excess of $500,000 by any court of
competent                     jurisdiction and either (i) a writ, execution or attachment
or similar process                     is levied against the property of any of them in
respect of such judgment, or                     (ii) the judgment is not actively and
diligently appealed and execution thereof                     stayed pending appeal
within 30 days of the rendering of the judgment, or (iii)                     the
judgment is not paid or otherwise satisfied within 30 days of the rendering
                    of the judgment. 







		(g) 	Invalidity
and Contest. This Agreement or any of the other
                    Documents, or any provision hereof or thereof, shall at any time
after execution                     and delivery hereof or thereof, for any reason, cease
to be a legal, valid and                     binding obligation of any Obligor, as
applicable, or any other party thereto or                     cease to be enforceable
against any Obligor, as applicable, or any party thereto                     in
accordance with its terms or shall be declared to be null and void, or the
                    legality, validity, binding nature or enforceability of this
Agreement or any                     other Document, or any provision hereof or thereof,
shall be contested by any of                     the Obligors, as applicable, or any
other party thereto or any of the Obligors,                     as applicable, or any
party thereto shall deny that it has any further                     liabilities or
obligations hereunder or thereunder. 







		(h) 	Government
Approval. Any Government Approval required to                     enable
any of the Obligors and/or the Subsidiaries to conduct its business
                    substantially as presently conducted or to perform its obligations
under any                     Document is not obtained or is withdrawn or ceases to be in
full force and                     effect and that required Government Approval cannot be
acquired or reinstated                     within 30 days of the date on which the
relevant Obligor or Subsidiary knew or                     ought to have known the
Government Approval was required or withdrawn. 







		(i) 	Voluntary
Proceedings. Any Obligor: 







	 	(i) 	institutes
proceedings for substantive relief in any bankruptcy, insolvency,
                    debt restructuring, reorganization, readjustment of debt,
dissolution,                     liquidation, winding-up or other similar proceedings
(including proceedings                     under the Bankruptcy and Insolvency Act (Canada),
the Winding-up and Restructuring Act (Canada), the Companies’ Creditors
                    Arrangement Act (Canada), the United States Bankruptcy
Code,                     the incorporating statute of the relevant corporation or
other similar                     legislation), including proceedings for the appointment
of a trustee, interim                     receiver, receiver, receiver and manager,
administrative receiver, custodian,                     liquidator, provisional
liquidator, administrator, sequestrator or other like                     official with
respect to the relevant corporation or all or any material part of
                    its property or assets;  














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	 	(ii) 	makes
an assignment for the benefit of creditors;  







	 	(iii) 	is
unable or admits in writing its inability to pay its debts as they become
                    due or otherwise acknowledges its insolvency or commits any other act
of                     bankruptcy or is taken to be insolvent under any applicable
legislation;  







	 	(iv) 	voluntarily
suspends the conduct of its business or operations;  







	 	
or
acquiesces to, or takes any action in furtherance of, any of the foregoing.  






		(j) 	Involuntary
Proceedings. If any third party in respect of           any Obligor: 







	 	(i) 	makes
any application under the Companies’ Creditors Arrangement                     Act (Canada),
the United States Bankruptcy Code or similar
                    legislation in Canada or the United States of America;  







	 	(ii) 	files
a proposal or notice of intention to file a proposal under the Bankruptcy and
Insolvency Act  (Canada), the United States Bankruptcy                     Code or
similar legislation in Canada or the United States of America;  







	 	(iii) 	institutes
a winding-up proceeding under the Winding-up and Restructuring                     Act (Canada),
the United States Bankruptcy Code, any relevant
                    incorporating statute or any similar legislation in Canada or the
United States                     of America;  







	 	(iv) 	presents
a petition in bankruptcy under the Bankruptcy and Insolvency                     Act (Canada)
or any similar legislation in Canada or the United States of                     America;
or  







	 	(v) 	files,
institutes or commences any other petition, proceeding or case under any
                    other bankruptcy, insolvency, debt restructuring, reorganization,
incorporation,                     readjustment of debt, dissolution, liquidation,
winding-up or similar law now or                     hereafter in effect, seeking
bankruptcy, liquidation, reorganization,                     dissolution, winding-up,
composition or readjustment of debt of any of them, the                     appointment
of a trustee, interim receiver, receiver, receiver and manager,
                    administrative receiver, custodian, liquidator, provisional
liquidator,                     administrator, sequestrator or other like official for
any of them, or any                     material part of any of their respective assets
or any similar relief in Canada                     or the United States of America;  







	 	
and
if the application, filing, proceeding, petition or case is not contested by bona fide
action on the part of the relevant Obligor or Subsidiary and is not dismissed, stayed or
withdrawn within 30 days of commencement thereof or if relief is granted against the
relevant Obligor or Subsidiary.  






		(k) 	Creditor
Action. Any secured creditor, encumbrancer or                     lienor,
or any trustee, interim receiver, receiver, receiver and manager,
                    administrative receiver, agent, bailiff or other similar official
appointed by                     any secured creditor, encumbrancer or lienor, takes
possession of, forecloses,                     seizes, retains, sells or otherwise
disposes of, or otherwise proceeds to                     enforce security over, all or a
substantial part of the assets of any Obligor or                     gives notice of its
intention to do any of the foregoing. 














- 81 - 





		(l) 	Material
Adverse Effect. At any time there occurs an event                     or
circumstance which in the view of the Lender has or could have a Material
                    Adverse Effect on any Obligor. 







		(m) 	Material
Contracts. Any Obligor defaults in any material
                    respect under any Material Contract and all applicable notice or cure
periods                     under the Material Contract have expired and the default has
not been cured or                     waived. 







		(n) 	Change
of Control Regarding Persons Other Than SunOpta. There occurs, directly or
indirectly, a change in the legal or                     beneficial ownership of any
shares in the capital stock of any Obligor (other                     than SunOpta) or
any Subsidiary such that SunOpta shall cease to own or control,
                    directly or indirectly, shares or ownership interests of such Obligor
or                     Subsidiary carrying voting rights sufficient to permit SunOpta to
elect a                     majority of the members of the board of directors of such
Obligor or Subsidiary. 







		(o) 	Change
of Control Regarding SunOpta. There occurs,                     directly
or indirectly, a change in the legal or beneficial ownership of any
                    shares in the capital stock of SunOpta such that a Person or group of
Persons                     acting in concert beneficially owns or controls 51% or more
of the shares of                     SunOpta carrying voting rights. 







		(p) 	Pension
Plan. If any of the following events shall occur                     with
respect to any Canadian Pension Plan or US Pension Plan: (i) the
                    institution of any steps by any Obligor or any member of its
Controlled Group or                     any applicable regulatory authority to terminate
a Canadian Pension Plan or US                     Pension Plan (wholly or in part) if, as
a result of such termination, any                     Obligor may be required to make an
additional contribution to such Canadian                     Pension Plan or US Pension
Plan, or to incur an additional liability or                     obligation to such
Canadian Pension Plan or US Pension Plan, equal to or in                     excess of
$1,000,000 or the equivalent thereof in another currency; or (ii) a
                    contribution failure occurs with respect to any US Pension Plan
sufficient to                     give rise to a lien or charge under Section 302(f) of
ERISA or under any                     applicable pension benefits legislation in any
other jurisdiction. 







	10.2  	Rights
upon Default and Event of Default.  







Upon the occurrence of a Default,
Harris in respect of Facility B and the Agent in respect of Facility A,
Facility C and Facility D may, and the Agent shall upon the instructions of the
Majority Lenders thereunder, on notice to the Borrower, declare that the ability of the
Borrower to require any further Advances under the Credit Facility shall be suspended
pending the remedying of the Default. Upon the occurrence of an Event of Default pursuant
to Sections 10.1(i) or 10.1(j), Harris in respect of Facility B and the Agent
in respect of Facility A, Facility C and Facility D shall, and upon the
occurrence of any other Event of Default and for so long as the other Event of Default
shall continue, Harris in respect of Facility B and the Agent in respect of
Facility A, Facility C and Facility D may, and the Agent shall upon the
instructions of the Majority Lenders thereunder, without notice to the Borrower, do either
or both of the following: 










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		(a) 	declare
that Harris’ Commitment under Facility B and the Total
                    Commitment under Facility A, Facility C and Facility D
has                     expired and that the Lender’s obligations to make Advances
have terminated;                     and 







		(b) 	declare
the entire principal amount of all Advances outstanding, all unpaid
                    accrued interest and all fees and other amounts required to be paid
by the                     Borrower hereunder to be immediately due and payable without
the necessity of                     presentment for payment, notice of non-payment and
of protest (all of which are                     hereby expressly waived) and proceed to
exercise any and all rights and remedies                     hereunder and under any
other Document. 







From and after the issuance of any
declaration referred to in this Section 10.2, no Lender shall be required to honour any
cheque or other instrument presented to it by any Borrower regardless of the date of issue
or presentation. Immediately upon receipt of a declaration under Section 10.2(b), the
Borrowers shall pay to the Agent on behalf of the Lenders in respect of Facility A,
Facility C and Facility D, and to Harris in respect of Facility B, as
applicable, all amounts outstanding hereunder including, if applicable, the Hedge Contract
Exposure owing under each Hedge Contract with a Lender. Without limiting the generality of
the foregoing, the Facility A Borrower shall pay to the Agent on behalf of the
Lenders the face amount of all Bankers’ Acceptances which have not matured and the
maximum amount payable under all outstanding Letters of Credit and Letters of Guarantee,
which are unmatured or unexpired, which amounts shall be held by the Agent as collateral
security for the Facility A Borrower’s obligations with respect to those
Bankers’ Acceptances, Letters of Credit and Letters of Guarantee, as applicable. In
addition, SunOpta Food Group shall pay Harris the maximum amount payable under all
outstanding Letters of Credit, which are unmatured or unexpired, which amounts shall be
held by Harris as collateral security for the Borrower’s obligation under
Facility B with respect to those Letters of Credit. The Hedge Contract Exposure under
any Hedge Contract shall be determined in accordance with the applicable Hedge Agreement. 



	10.3  	Waiver
of Default.  







No express or implied waiver by the
Agent and the Lenders of any demand, Default or Event of Default shall in any way be or be
construed to be a waiver of any future or subsequent Default or Event of Default. For
greater certainty, a Default or Event of Default declared by the Agent or any Lender may
only be waived by the Unanimous Lenders. To the extent permitted by Applicable Law, the
Obligors hereby waive any rights now or thereafter conferred by statute or otherwise which
may limit or modify any of the Agent’s, the Lenders’ or the US Security
Agent’s rights or remedies under any Document. The Obligors acknowledge and agree
that the exercise by the Agent, the US Security Agent or any Lender of any rights or
remedies under any Document without having declared an acceleration shall not in any way
alter, affect or prejudice the right of the Agent or any Lender to make a declaration
pursuant to Section 10.2 at any time and, without limiting the foregoing, shall not be
construed as or deemed to constitute a waiver of any rights under Section 10.2. 










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SECTION 11
REMEDIES  



	11.1  	Remedies
Cumulative.  







For greater certainty, the rights and
remedies of the Agent, the US Security Agent and the Lenders under this Agreement and the
other Documents are cumulative and are in addition to and not in substitution for any
rights or remedies provided by law. Any single or partial exercise by the Agent, the US
Security Agent or any Lender of any right or remedy upon the occurrence of a demand,
Default or Event of Default shall not be deemed to be a waiver of, or to alter, affect or
prejudice any other right or remedy to which the Agent, the US Security Agent or any
Lender may be lawfully entitled as a result of the demand, Default or Event of Default,
and any waiver by the Agent, the US Security Agent or any Lender of the strict observance
of, performance of or compliance with any term, covenant, condition or agreement herein
contained, and any indulgence granted thereby, shall be deemed not to be a waiver of any
subsequent demand, Default or Event of Default. 



	11.2  	Remedies
Not Limited.  







The Agent, Harris or the US Security
Agent, as applicable, on behalf of itself and the Lenders may, to the extent permitted by
Applicable Law, bring suit at law, in equity or otherwise, for any available relief or
purpose including, but not limited to: (a) the specific performance of any covenant or
agreement contained in this Agreement or in any other Document; (b) an injunction against
a violation of any of the terms of this Agreement or any other Document; (c) in aid of the
exercise of any power granted by this Agreement or any other Document or by law; or (d)
the recovery of any judgment for any and all amounts due in respect of the Obligations. 



	11.3  	Set-Off,
etc.  







Upon the occurrence of demand,
Default or Event of Default, the Agent, the US Security Agent and each Lender and each of
their respective branches and offices are hereby authorized by each Obligor from time to
time, without notice to: (a) set off and apply any and all amounts owing by the Agent, the
US Security Agent or any Lender or any of its branches or offices to any Obligor (whether
payable in Canadian Dollars or any other currency and any amounts so owing in any other
currency may be converted into one or more currencies in which the Obligations are
denominated at such rate or rates as the party may be able to obtain, acting reasonably
— whether matured or unmatured, and in the case of deposits, whether general or
special, time or demand and however evidenced) against and on account of the Obligations
(whether or not any declaration under Section 10.2 has been made and whether or not those
Obligations are unmatured or contingent); (b) hold any amounts owing by the Agent, the US
Security Agent or any Lender as collateral to secure payment of the Obligations owing to
it to the extent that those amounts may be required to satisfy any contingent or unmatured
Obligations owing to it; and (c) return as unpaid for insufficient funds any and all
cheques and other items drawn against any deposits so held as the Agent, the US Security
Agent or any Lender in its sole discretion may elect. For greater certainty, and in
addition to the rights, powers and remedies set out above, the Agent, the US Security
Agent, each Lender and each of their respective branches and offices, may exercise at
their discretion any and all set-off and other rights and remedies afforded to each of
them pursuant to Applicable Law. The amount of any set-off exercised by the Agent, the US
Security Agent or a Lender shall be applied in accordance with the provisions of the
Security Sharing Agreement. 










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	11.4  	Agent
or Lender May Perform Covenants.  







If any Obligor fails to perform any
of its obligations under any covenant contained in this Agreement or any other Document,
the Agent, the US Security Agent or any Lender may (but has no obligation to), upon notice
to the Borrowers, perform any covenant capable of being performed by it and, if the
covenant requires the payment or expenditure of money, it may make an Advance to fund that
requirement, which Advance shall be repaid by the Borrowers on demand. That Advance shall
bear interest at a rate calculated and paid in accordance with Section 4. 



SECTION 12
 THE AGENT
AND THE LENDERS  



	12.1  	Arrangements
for Advances.  







The Agent shall give notice to each
Lender under Facility A, Facility C and Facility D promptly in writing upon
receipt by the Agent of any notice given under this Agreement which affects such a Lender.
The Agent shall advise each Lender of the amount, date and details of each Advance and of
each Lender’s participation in each Advance. At or before 1:00 p.m. on the Drawdown
Date, each Lender will make its participation available to the Borrower at the
Agent’s Account for Payments. Unless the Agent has actual knowledge that a Lender has
not made or will not make available to the Agent for value on the Drawdown Date requested
for an Advance by the Borrower under Facility A, Facility C and Facility D
such Lender’s Rateable Portion of such Advance requested, the Agent shall be entitled
to assume that such amount has been or will be received from such Lender when so due and
the Agent may (but shall not be obliged to), in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not in fact received
by the Agent from such Lender on such Drawdown Date and the Agent has made available a
corresponding amount to the Borrower on such Drawdown Date as aforesaid, such Lender shall
pay to the Agent on demand an amount equal to the product of (i) the interest rate per
annum applicable to the Advance multiplied by (ii) the amount that should have been paid
to the Agent by such Lender on such Drawdown Date and was not, multiplied by (iii) a
fraction, the numerator of which is the number of days that have elapsed from and
including such Drawdown Date to but excluding the date on which the amount is received by
the Agent from such Lender and the denominator of which is 365. A certificate of the Agent
containing details of the amount owing by a Lender under this Section shall be deemed to
be prima facie correct. If any such amount is not in fact received by the Agent
from such Lender on such Drawdown Date, the Agent shall be entitled to recover from the
Borrower, on demand, the related amount made available by the Agent to the Borrower as
aforesaid together with interest thereon at the applicable rate per annum payable by the
Borrower hereunder (but for greater certainty, without prejudice to any claim which the
Borrower might have against such Lender as a result of such Lender not having made its
Rateable Portion of such Advance). 



	12.2  	Payments
by Agent  







		(a) 	The
following provisions shall apply to any and all payments made or to be made
                    by the Agent to the Lenders under Facility A, Facility C
and                     Facility D hereunder: 







	 	(i) 	the
Agent shall be under no obligation to make any payment (whether in respect
                    of principal, interest, fees or otherwise) to any Lender until an
amount in                     respect of such payment has been received by the Agent from
the Borrower;  














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	 	(ii) 	if
the Agent receives a payment of principal, interest, fees or other amount
                    owing by the Borrower under Facility A, Facility C and
Facility D                     which is less than the full amount of any such
payment due, the Agent shall have                     no obligation to remit to each
Lender any amount other than such Lender’s                     Rateable Portion of
the amount actually received by the Agent;  







	 	(iii) 	if
any Lender has advanced more or less than its Rateable Portion of its
                    Commitment, such Lender’s entitlement to such payment shall be
increased or                     reduced, as the case may be, in proportion to the amount
actually advanced by                     such Lender;  







	 	(iv) 	if
a Lender’s Rateable Portion of an Advance under Facility A,
                    Facility C and Facility D has been advanced for less than
the full                     period to which any payment by the Borrower relates, such
Lender’s                     entitlement to receive a portion of any payment of
interest or fees shall be                     reduced in proportion to the length of time
such Lender’s Rateable Portion                     has actually been outstanding
(unless such Lender has paid all interest required                     to have been paid
by it to the Agent pursuant to Section 12.1);  







	 	(v) 	the
Agent acting reasonably and in good faith shall, after consultation with
                    the Lenders under Facility A, Facility C and Facility D
in the                     case of any dispute, determine in all cases the amount of all
payments to which                     each Lender under Facility A, Facility C
and Facility D is                     entitled and such determination shall be
deemed to be prima facie                    correct;  







	 	(vi) 	upon
request, the Agent shall deliver a statement detailing any of the payments
                    to the Lenders under Facility A, Facility C and Facility D
                    referred to herein;  







	 	(vii) 	all
payments by the Agent to a Lender hereunder shall be made to such Lender at
                    its address set out herein unless notice to the contrary is received
by the                     Agent from such Lender; and  







	 	(viii) 	if
the Agent has received a payment from the Borrower on a Business Day (not
                    later than the time required for the receipt of such payment as set
out in this                     Agreement) and fails to remit such payment to any Lender
entitled to receive its                     Rateable Portion of such payment on such
Business Day, the Agent agrees to pay                     interest on such late payment
at the same rate and in the same manner as set out                     in section 12.1.  







		(b) 	Unless
the Agent has actual knowledge that the Borrower has not made or will
                    not make a payment to the Agent in respect of Facility A,
Facility C                     and Facility D for value on the date in respect
of which the Borrower has                     notified the Agent in writing that the
payment will be made, the Agent shall be                     entitled to assume that such
payment has been or will be received from the                     Borrower when due and
the Agent may (but shall not be obliged to), in reliance                     upon such
assumption, pay to each Lender its Rateable Portion of the payment
                    expected from the Borrower. If the Agent has made such payments to
the Lenders                     and the expected payment from the Borrower is in fact not
received by the Agent                     on the required date, then each Lender which
has received any such payment                     agrees to refund such payment to the
Agent immediately upon request, and the                     Borrower shall, without
limiting its other obligations under this Agreement,                     indemnify the
Agent against any and all liabilities, obligations, losses (other
                    than loss of profit), damages, penalties, costs, expenses or
disbursements of                     any kind or nature whatsoever that may be imposed on
or incurred by the Agent as                     a result of having made such payments to
the Lenders, except for those arising                     from the Agent’s
negligence or wilful misconduct. A certificate of the                     Agent with
respect to any amount owing by the Borrower under this section shall
                    be deemed to be prima facie correct. 














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		(c) 	The
Borrower hereby irrevocably authorizes the Agent to debit any account
                    maintained by the Borrower with the Agent in order to make payments
to the                     Lenders under Facility A, Facility C and Facility D
as                     contemplated herein. The Agent agrees to provide written notice to
the Borrower                     of each such debit in reasonable detail. The Borrower
shall be deemed to have                     agreed to each such debit unless the Borrower
objects in writing to such debit                     within 30 days after receipt of such
written notice from the Agent. 







	12.3  	Decision-Making  







		(a) 	Any
amendment, waiver, discharge or termination with respect to this Agreement
                    relating to the following matters shall be effective only if agreed
between the                     relevant Borrower and the Unanimous Lenders: (i) an
increase in the Commitment                     under Facility A; (ii) an increase in
the Commitment under Facility B;                     (iii) an increase in the
Commitment under Facility C; (iv) an increase                     in the
Commitment under Facility D; (v) any provision in the Credit
                    Agreement relating to the Security Documents; (vi) a change in the
definition of                     “Unanimous Lenders”; (vii) a change in the
definition of                     “Majority Lenders”; (viii) a change in the
Pricing Levels referred to                     in the Facility A and B Pricing Grid
or the Facility C and D Pricing                     Grid; (ix) a material increase
in the interest or fee margin set out in the                     Facility A and B
Pricing Grid or the Facility C and D Pricing Grid;                     (x) any
change to Section 5.1 or 5.2 of the Agreement which would have the
                    effect or result of reducing, as applicable, the term to maturity, or
the                     Maturity Date of any Credit Facility or reducing the
amortization period                     contemplated by the Scheduled Payments in respect
of Facility C or                     Facility D; (xi) the removal, in respect
of Facility A, of the                     requirement that Advances not exceed the
Facility A Borrowing Base as set                     out in Section 3.2(a) or an
increase in the frequency that a Borrowing Base                     Certificate is
required to be delivered under Section 3.6(a); (xii) the removal,                     in
respect of Facility B, of the requirement that Advances not exceed the
                    Facility B Borrowing Base as set out in Section 3.2(b) or an
increase in                     the frequency that a Borrowing Base Certificate is
required to be delivered                     under Section 3.6(b); (xiii) a material
change in the definition of                     “Facility A Borrowing Base”,
“Facility B Borrowing                     Base”, “Eligible Accounts
Receivable”, “EDC Insured Accounts                     Receivable”, “EXIM
Insured Accounts Receivable”, “Accounts                     Receivable” or
“Eligible Inventory”; (xiv) any change to Section                     10.1 or
what constitutes an Event of Default; (xv) any waiver of a Default or an
                    Event of Default previously declared by the Agent or any Lender; and
(xvi) any                     change to Section 12.3 (a) and/or (e) of this Agreement. 







		(b) 	Except
for the matters described in paragraph (a) above, any amendment, waiver,
                    discharge or termination with respect to this Agreement relating to
the                     following matter shall be effective only if agreed between the
relevant Borrower                     and the Majority Lenders: (i) any change to the
financial covenant requirements                     set out in Section 9.3 which would
make such financial covenants more                     restrictive. 




















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		(c) 	Except
for the matters described in paragraph (a) and (b) above, any amendment,
                    waiver, discharge or termination with respect to this Agreement
relating to                     Facility B shall be effective, as applicable, if
made in writing between                     Harris and SunOpta Food Group in respect of
Facility B, and any such                     amendment shall be final and binding
upon all the Lenders. For greater                     certainty, (A) the interest and fee
margin set out in the Facility A and B                     Pricing Grid can only be
amended with the consent of the parties set forth                     above, provided,
however, that any material increase in the applicable interest                     and
fee margin requires the prior approval of the Unanimous Lenders. Harris
                    agrees to provide a copy of any such amendment to the Agent and the
other                     Lenders promptly after the execution thereof. Any actions to be
taken or                     decisions to be made by Harris relating to Facility B
shall be made by                     Harris. Notwithstanding the foregoing, Harris will
not enter into any amendment                     to this Agreement relating to Facility B
which increases the aggregate                     principal amount of credit available
under such Credit Facility without the                     prior written consent of
the Unanimous Lenders. 







		(d) 	Except
for the matters described in paragraphs (a), (b) and (c) above, any
                    amendment, waiver, discharge or termination with respect to this
Agreement                     relating to the following matters under or in respect of
Facility A,                     Facility C or Facility D shall be
effective only if agreed between the                     Borrower and all of the Lenders
thereunder acting unanimously (such amendment,                     waiver, discharge or
termination, as applicable, having been approved by all of                     the
Lenders thereunder pursuant to Section 12.8(j)): 







	 	(i) 	the
rate or amount of any principal, interest or fees or any other amount
                    payable by the Borrower or any alteration in the currency or mode of
calculation                     or computation thereof;  







	 	(ii) 	any
extension of the time for any payments required to be made by the Borrower;  







	 	(iii) 	any
change in the types of Advances available;  







	 	(iv) 	an
increase in any Lender’s respective Commitment;  







	 	(v) 	an
extension or reduction of the notice period required in connection with any
          Advance;  







	 	(vi) 	an
assignment or transfer by the Borrower of any of its rights and obligations
          under this Agreement; or  







	 	(vii) 	any
provision of this Section 12.3 (d) and/or (f).  







		(e) 	Any
action to be taken or decision to be made by the Lenders pursuant to the
                    Agreement relating to the following matter shall be effective only if
agreed                     between the Borrower and the Unanimous Lenders: (i) any change
in the nature and                     scope of the Security or any release of the
Security or any portion thereof,                     except that the Agent or the US
Security Agent, as applicable, may from time to                     time without notice
to or the consent of the Lenders execute and deliver partial                     releases
of the Security from time to time in respect of any item of Collateral
                    to the extent expressly permitted in this Agreement, whether or not
the Borrower                     may have an obligation to apply the net proceeds thereof
as a repayment                     hereunder. 




















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		(f) 	Except
for the matters described in paragraphs (d) and (e) above, any action to
                    be taken or decision to be made exclusively by the Lenders under
                    Facility A, Facility C and Facility D pursuant to the
Agreement                     shall be effective if approved by the Majority Lenders
thereunder pursuant to                     Section 12.8(j); and any such decision or
action shall be final and binding upon                     all of the Lenders thereunder. 







	12.4  	Security
Held by Agent and US Security Agent  







Except to the extent provided in
Section 12.5, the Security shall be granted in favour of and held by the Agent or the US
Security Agent for and on behalf of the Lenders in accordance with the provisions of this
Agreement and the Security Sharing Agreement. The Agent or the US Security Agent shall, in
accordance with its usual practices in effect from time to time, take all steps required
to perfect and maintain such Security, including: taking possession of the share
certificates representing the shares required to be pledged hereunder; filing renewals and
change notices in respect of such Security; and ensuring that the name of the Agent or the
US Security Agent is noted as loss payee or mortgagee on all property insurance policies
covering assets subject to the Security. If the Agent or the US Security Agent becomes
aware of any matter concerning the Security which it considers to be material, it shall
promptly inform the Lenders. The Agent and the US Security Agent agree to permit each
Lender to review and make photocopies of the original documents comprising the Security
from time to time upon reasonable notice. Each of the Lenders acknowledges that to the
extent permitted by applicable law, the Security and the remedies provided under the
Documents to the Lenders are for the benefit of the Lenders collectively and acting
together and not severally, and further acknowledges that its rights hereunder and under
the Security are to be exercised not severally, but by the Agent or the US Security Agent
in accordance with the Security Sharing Agreement. Accordingly, notwithstanding any of the
provisions contained herein or in the Security each Lender covenants and agrees that it
shall not be entitled to take any action hereunder or thereunder including, without
limitation, any declaration of default hereunder or thereunder but that any such action
shall be taken only by the Agent or the US Security Agent in accordance with the Security
Sharing Agreement. 



	12.5  	Priorities
of Security  







Notwithstanding any other provision of
this Agreement, the proceeds of realization of the Security or any portion thereof shall
be distributed in accordance with the provisions of the Security Sharing Agreement. 



	12.6  	Appointment
of Agent  







Subject to Section 12.10, each Lender
under Facility A, Facility C and Facility D hereby irrevocably appoints the
Agent to act as its agent in connection with this Agreement, and irrevocably authorizes
the Agent to exercise such rights, powers and discretions as are delegated to it pursuant
to this Agreement together with all such rights, powers and discretions as are incidental
hereto or thereto. The Agent hereby accepts such appointment and agrees to be bound by the
provisions of this Agreement for so long as it is an Agent hereunder. The Agent shall have
only those duties and responsibilities which are expressly specified in this Agreement,
and it may perform such duties by or through its agent or employees. It is expressly
agreed that the Agent is not a fiduciary of any Lender nor shall it owe any fiduciary
duties to any Lender. Any Person to whom the Agent may delegate duties or responsibilities
as permitted hereunder shall enjoy and be bound by the same benefits, rights, protections
and obligations as those provided to the Agent or to which the Agent is subject under this
Agreement, mutatis mutandis. 














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	12.7  	Protection
of Agent  







		(a) 	Unless
and until instructed by the Majority Lenders under FacilityA,
                    FacilityC and FacilityD, the Agent shall not be bound to inquire as
                    to: (i) whether any representation made by the Borrower in or in
connection with                     any Document is true; (ii) the occurrence or
otherwise of any Event of Default                     or Default; (iii) the performance
by the Borrower of its obligations under any                     Document; (iv) any
breach of or default by the Borrower or any Obligor under its
                    obligations under any Document; or (v) the use or application by the
Borrower of                     any of the proceeds of an Advance under such Credit
Facilities. The Agent shall                     report the results of any such enquiry to
the Lenders under FacilityA,                     FacilityC and FacilityD, but shall have
no obligation to take any                     action in connection therewith unless
otherwise instructed by the Majority                     Lenders thereunder as provided
herein. 







		(b) 	Unless
the Agent has actual knowledge or actual notice to the contrary, it may
                    assume that: (i) any representation made by any Obligor in or in
connection with                     any Document is true; (ii) no Event of Default or
Default has occurred; and                     (iii) the Borrower is not in breach of or
in default under, its obligations                     under any Document. 







		(c) 	Unless
the Agent has actual knowledge or actual notice to the contrary, it may
                    assume that each Lender’s address is that set out herein until
it has                     received from such Lender a notice designating some other
office of such Lender                     as its address and act upon any such notice
until the same is superseded by a                     further such notice. 







		(d) 	The
Agent may engage and pay for the advice or services of any lawyers,
                    accountants or other experts whose advice or services may to it seem
necessary,                     expedient or desirable and rely upon any advice so
obtained. 







		(e) 	Unless
the Agent has actual knowledge or actual notice to the contrary, the
                    Agent may rely as to matters of fact which might reasonably be
expected to be                     within the knowledge of any Obligor upon a statement
contained in any Document. 







		(f) 	Unless
the Agent has actual knowledge or actual notice to the contrary, the
                    Agent may rely upon any communication or document believed by it to
be genuine. 







		(g) 	The
Agent may refrain from exercising any right, power or discretion vested in
                    it under this Agreement unless and until instructed by, as
applicable, the                     Majority Lenders or the Unanimous Lenders as to
whether or not such right, power                     or discretion is to be exercised
and, if it is to be exercised, as to the manner                     in which it should be
exercised. 







		(h) 	The
Agent may refrain from exercising any right, power or discretion vested in
                    it which would or might in its opinion in its sole discretion be
contrary to any                     law of any jurisdiction or any directive or otherwise
render it liable to any                     Person, and may do anything which is in its
opinion in its sole discretion                     necessary to comply with any such law
or directive. 













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		(i) 	The
Agent may delegate to such other Person, such duties and responsibilities
                    of the Agent hereunder as it shall determine to be appropriate in
respect of                     dealings with or relating to the Borrower or any other
Person. 







		(j) 	The
Agent may refrain from acting in accordance with any instructions of, as
                    applicable, the Majority Lenders or Unanimous Lenders to begin any
legal action                     or proceeding arising out of or in connection with this
Agreement or take any                     steps to enforce or realize upon any Security,
until it shall have received such                     security as it may reasonably
require (whether by way of payment in advance or                     otherwise) against
all costs, claims, expenses (including legal fees) and                     liabilities
which it will or may expend or incur in complying with such
                    instruction. 







		(k) 	The
Agent shall not be bound to disclose to any Person any information relating
                    to the Borrower or any Obligor if such disclosure would or might in
its opinion                     in its sole discretion constitute a breach of any law or
regulation or be                     otherwise actionable at the suit of any Person. 







		(l) 	The
Agent shall not accept any responsibility for the accuracy and/or
                    completeness of any information supplied in connection herewith or
for the                     legality, validity, effectiveness, adequacy or enforceability
of any Document                     and the Agent shall not be under any liability to any
Lender as a result of                     taking or omitting to take any action in
relation to any Document save in the                     case of the Agent’s
negligence or wilful misconduct. 







	12.8  	Duties
of Agent  







The Agent shall in respect of each of
Facility A, Facility C and Facility D: 



		(a) 	provide
to each Lender thereunder copies (including, if available, electronic
                    copies) of all financial information received from the Borrower
promptly after                     receipt thereof, and copies of any notices in respect
of a Drawdown, Conversion,                     Rollover, and other notices received by
the Agent from the Borrower upon request                     by any Lender; 







		(b) 	promptly
advise each Lender thereunder of Advances required to be made by it
                    hereunder and disburse all repayments to the Lenders thereunder in
accordance                     with the terms of this Agreement; 







		(c) 	promptly
notify each Lender thereunder of the occurrence of any Event of
                    Default or any Default by the Borrower in the due performance of its
obligations                     under this Agreement or the Security and of which the
Agent has actual knowledge                     or actual notice; 







		(d) 	each
time the Borrower requests the prior written consent of the Majority
                    Lenders, use its best efforts to obtain and communicate to the
Borrower the                     response of the Majority Lenders in a reasonably prompt
and timely manner having                     due regard to the nature and circumstances
of the request; 













- 91 - 



		(e) 	give
written notice to the Borrower in respect of any other matter in respect
                    of which notice is required in accordance with or pursuant to this
Agreement,                     promptly or promptly after receiving the consent of the
Majority Lenders or the                     Unanimous Lenders, if required under the
terms of this Agreement; 







		(f) 	except
as otherwise provided in this Agreement, act in accordance with any
                    instructions given to it by, as applicable, the Majority Lenders or
the                     Unanimous Lenders; 







		(g) 	at
the time of engaging any agent, receiver, receiver-manager, consultant,
                    monitor or other party in connection with the Security or the
enforcement                     thereof, obtain the agreement of such party to comply
with the applicable terms                     of this Agreement and the Security Sharing
Agreement in carrying out any such                     enforcement activities and dealing
with any proceeds of realization; 







		(h) 	if
so instructed by the Majority Lenders or the Unanimous Lenders, as
                    applicable, refrain from exercising any right, power or discretion
vested in it                     under this Agreement or any Document incidental hereto; 







		(i) 	account
for any monies received by it in connection with this Agreement, the
                    Security and any other agreement delivered in connection herewith or
therewith;                     and 







		(j) 	call
a meeting of the Lenders thereunder at any time not earlier than five (5)
                    days and not later than thirty (30) days after receipt of a written
request for                     a meeting provided by any Lender under any such Credit
Facility; provided that                     the above notice requirements may be waived
by the unanimous agreement of the                     Lenders thereunder; and provided
further that any instrument executed by all of                     the Lenders thereunder
(which may be in counterparts) shall have the same effect                     as if
passed by the Lenders thereunder at a duly called meeting. 







	12.9  	Indemnification
of Agent  







Each Lender under Facility A,
Facility C and Facility D shall on demand by the Agent indemnify the Agent in
accordance with each such Lender’s Rateable Portion of Facility A,
Facility C and Facility D, against any and all costs, claims, reasonable
expenses (including legal fees) and liabilities which the Agent may incur (and which have
not been reimbursed by the Borrower) to the extent required hereunder, otherwise than by
reason of its own negligence or wilful misconduct, in acting in its capacity as the Agent
under this Agreement, the Security or any other Document. 



	12.10   	Termination
or Resignation of Agent  







The Majority Lenders under
Facility A, Facility C and Facility D may terminate the Agent’s
appointment hereunder upon giving the Agent 90 days’ prior written notice to such
effect. The Agent may resign its appointment hereunder at any time upon giving 90
days’ prior written notice to each Lender under Facility A, Facility C and
Facility D, without giving any reason therefor. In the event of any such termination
or resignation, the Majority Lenders under Facility A, Facility C and
Facility D shall appoint a successor Agent acceptable to the Borrower (whose consent
may not be unreasonably withheld). Within a reasonable time after the appointment of the
successor Agent, the retiring Agent shall assign the Security to the successor Agent. Upon
such assignment the retiring Agent shall be discharged from any further obligation
hereunder but shall remain entitled to the benefit of the provisions of this Section 12;
and the Agent’s successor and each of the other parties hereto shall have the same
rights and obligations among themselves as they would have had if such successor
originally had been a party hereto as the Agent. If a Person ceases to be the Agent and a
successor Agent is not appointed within such 90 day period, upon the expiry of such period
such Person shall receive no further compensation for acting as Agent and shall be
released from all obligations as Agent except that until a successor Agent is appointed
such Person shall passively hold the Security as Agent for the Lenders without taking any
action to preserve, renew, maintain or enforce the Security; and its sole remaining
obligation shall be to assign the Security to its successor if and when a successor Agent
is appointed. 









- 92 - 




	12.11  	Rights
of Agent as a Lender  







The Agent in its capacity as a Lender
under Facility A, Facility C and Facility D shall have the same rights and
powers under the Documents as any other Lender under Facility A, Facility C and
Facility D, and it may exercise such rights and powers as though it were not
performing the duties and functions delegated to it as the Agent hereunder. Without
limiting the generality of the foregoing, the Agent in its capacity as a Lender under
Facility A, Facility C and Facility D may retain for its own benefit any
fee or other sum receivable by it for its own account, and may accept deposits from, lend
money to, provide any advisory or other services to or engage in any kind of banking or
other business with any Obligor. 



	12.12  	Financial
Information  







The Agent shall have no duty or
responsibility either initially or on a continuing basis to provide any Lender under
Facility A, Facility C and Facility D with any credit or other information
with respect to the financial condition and affairs of any Obligor, except to the extent
expressly set out herein. 



	12.13  	Lenders’Independent
Investigation  







Each of the Lenders under
Facility A, Facility C and Facility D represents and warrants to the Agent
and BMO that it has made its own independent investigation of the financial condition and
affairs of the Obligors in connection with the establishment of credit for the Borrower
thereunder, and that it has not relied on any information provided to it by the Agent or
BMO in connection therewith, and each represents and warrants to the Agent that it shall
continue to make its own appraisal of the creditworthiness of the Obligor from time to
time. 



	12.14  	Legal
Proceedings by Agent  







The Agent shall not be obligated to
take any legal proceedings against the Borrower or any other Person for the recovery of
any amount due under this Agreement or the Security, unless instructed to do so by, as
applicable, the Majority Lenders or the Unanimous Lenders. No Lender shall bring legal
proceedings against the Borrower or any other Person hereunder under any Security or under
any other Documents or in connection herewith or therewith, or exercise any right arising
hereunder or thereunder or in connection herewith or therewith over the property and
assets of the Borrower or any other Person, without the prior written consent of the
Unanimous Lenders. 









- 93 - 




	12.15  	Lenders’Obligations
Several; No Partnership  







The obligations of each Lender under this
Agreement are several. The failure of any Lender to carry out its obligations hereunder
shall not relieve the other Lenders of any of their respective obligations hereunder. No
Lender shall be responsible for the obligations of any other Lender hereunder. Neither the
entering into of this Agreement nor the completion of any transactions contemplated herein
shall constitute the Lenders a partnership. 



	12.16  	Sharing
of Information  







The Agent and the Lenders may share
among themselves any information they may have from time to time concerning the Obligors
whether or not such information is confidential; but shall have no obligation to do so
(except for any obligations of the Agent to provide information as required in this
Agreement). 



	12.17  	Acknowledgement
by Borrower  







The Borrower hereby acknowledges
notice of the terms of the provisions of this Section 12 and agrees to be bound hereby to
the extent of its obligations hereunder, and further agrees to not make any payments, take
any action or omit to take any action which would result in the non-compliance by any
Lender with its obligations hereunder. 



	12.18  	Amendments
to Section 12  







The Agent and the Lenders may amend
any provision in this Section 12 without prior notice to or the consent of the Borrower,
and the Agent shall provide a copy of any such amendment to the Borrower reasonably
promptly thereafter; provided however if any such amendment would adversely affect any
rights, entitlements, obligations or liabilities of the Borrower (other than in a de
minimus manner), such amendment shall not be effective until the Borrower provides its
written consent thereto, such consent not to be unreasonably withheld or arbitrarily
delayed. 



	12.19  	Deliveries,
etc.  







As between the Obligors, the Agent
and the Lenders: (a) all statements, certificates, consents and other documents which the
Agent purports to deliver to an Obligor on behalf of the Lenders under Facility A,
Facility C and Facility D shall be binding on each of the Lenders thereunder,
and none of the Obligors shall be required to ascertain or confirm the authority of the
Agent in delivering such documents; (b) all certificates, statements, notices and other
documents which are delivered by an Obligor to the Agent in accordance with this Agreement
shall be deemed to have been duly delivered to each of the Lenders; and (c) all payments
which are delivered by the Borrower to the Agent in accordance with this Agreement shall
be deemed to have been duly delivered to each of the Lenders under Facility A,
Facility C or Facility D, as applicable. 



	12.20  	Agency
Fee  







The Borrower agrees to pay the Agent
an annual agency fee in such amount as may be agreed in writing from time to time between
the Borrower and the Agent, payable in advance on March 1st of each calendar
during the term of this Agreement. 









- 94 - 




12.21 Adjustments Among
Lenders. 



		(a) 	Adjustment
After Exercise of Rights. Each Lender under                     Facility A,
Facility C and Facility D agrees that, after the                     exercise
of any rights pursuant to Section 10.2, it will at any time or from
                    time to time, upon the request of the Agent, as required by any other
Lender,                     purchase portions of the amounts due and owing to the other
Lenders and make any                     other adjustments which may be necessary or
appropriate so that the amounts due                     and owing to each Lender, as
adjusted under this Section 12.21, will, as nearly                     as possible,
reflect each Lender’s Rateable Portion determined as at the                     date
of the exercise of any such rights. 







		(b) 	General
Application. For greater certainty, the Lenders                     under
Facility A, Facility C and Facility D acknowledge and agree
                    that, without limiting the generality of the provisions of Section
12.21(a),                     those provisions will have application if and whenever any
Lender shall obtain                     any payment (whether voluntary, involuntary,
through the exercise of any right                     of set-off or otherwise) on account
of any money owing or payable by a Borrower                     to it in excess of the
amounts to which it would otherwise be entitled under                     Section
12.21(a). 







		(c) 	Adjustments
to Advances. Notwithstanding anything else                     herein
contained, the Agent may, when determining amounts payable to or payable
                    by or to be advanced by a Lender under Facility A, Facility C
and                     Facility D in connection with Advances, which amounts are
determined by or                     by reference to that Lender’s Rateable Portion,
make such adjustments to                     such amount as it deems appropriate in its
sole discretion to account or adjust                     for any amounts advanced to the
Borrower, if any, by way of Letter of Credit and                     Bankers’ Acceptances. 







		(d) 	Borrower
Agreement. The Borrower agrees to be bound by and                     to
do all things necessary or appropriate to give effect to any and all
                    purchases and other adjustments made by and between the Lenders under
this                     Section 12.21 but shall incur no increased liabilities by reason
thereof. 







	12.22  	Agent
May Debit Accounts.  







The Borrower authorizes and directs
the Agent, in the Agent’s discretion, to debit automatically, by mechanical,
electronic or manual means, any bank account of a Borrower maintained with BMO (for so
long as BMO is Agent) for all amounts payable by the Borrower under this Agreement or any
other Document, including the repayment of principal and the payment of interest, fees and
all charges for the keeping of that bank account. The Agent shall notify the Borrower as
to the particulars of those debits in the normal course. 



SECTION 13
ASSIGNMENTS  



	13.1  	Assignment.  







		(a) 	Benefit
and Burden of this Agreement. This Agreement shall
                    enure to the benefit of and be binding on the parties hereto, their
respective                     successors and any permitted Assignees. 













- 95 - 




		(b) 	Borrower.
The Borrowers may not assign, delegate or                     transfer all
or any part of their rights or obligations under this Agreement
                    without the prior written consent of the Lenders. 







		(c) 	Assignment.







	 	(i) 	Any
Lender (herein sometimes called an “Assigning Lender”)
                    may, with the prior written consent of the Borrower (subject to
Section                     13.1(c)(ii)), and the Agent (in respect of Facility A,
Facility C and                     Facility D), which consent may not, in
either case, be unreasonably                     withheld, assign all or any part of its
rights to, and may have its obligations                     in respect of the Credit
Facility assumed by, one or more financial                     institutions or other
entities (each an “Assignee”); provided,                     however,
that each assignment by a Lender under Facility A, Facility C
                    and Facility D must be in a minimum amount of at least
US$5,000,000.                     Notwithstanding the foregoing, no consent shall be
required in respect of any                     assignment by an Assigning Lender to its
Affiliate or another Lender. An                     assignment shall become effective
when the Borrower and the Agent (in respect of                     Facility A,
Facility C and Facility D only) have been notified of                     it by
the Assigning Lender and have received from the Assignee an undertaking
                    (addressed to all the parties to this Agreement) to be bound by this
Agreement                     and to perform the obligations assigned to it, in
substantially the form of                     Schedule W and the Agent (in respect of
Facility A, Facility C and                     Facility D only) or Harris
(in respect of Facility B only) has                     received from the Assignee
an assignment fee of Cdn$3,500 or US$3,500, as                     applicable depending
upon the nature of the currency being assigned. Any                     Assignee shall be
treated as a Lender for all purposes of this Agreement, shall                     be
entitled to the full benefit hereof and shall be subject to the obligations
                    of the Assigning Lender to the same extent as if it were an original
party in                     respect of the rights or obligations assigned to it, and the
Assigning Lender                     shall be released and discharged accordingly and to
the same extent, and such                     Schedules as applicable shall be amended
accordingly from time to time without                     further notice or other
requirement. Notwithstanding the foregoing and for                     greater certainty,
should BMO or Harris take steps to reduce its credit hold                     levels in
respect of the Borrower, CIBC shall be given the opportunity to reduce
                    its credit hold levels in respect of the Borrowers on a pro-rata
basis with each                     of BMO and Harris.  







	 	(ii) 	Notwithstanding
Section 13.1(c)(i), no Lender under Facility A may assign                     all or
any part of its rights to or have any of its obligations assumed by any
                    financial institution or entity that is a non-resident of Canada for
the                     purposes of the ITA, unless any of the following shall
have occurred: (A)                     the failure by the Borrower to make when due,
whether by acceleration or                     otherwise, any payment of principal
required to be made by the Borrower under                     this Agreement or any other
Document, (B) the failure by the Borrower to make                     when due, whether
by acceleration or otherwise, any payment of interest, fees,                     costs or
any other payment under this Agreement or any other Document, or (C)
                    the exercise of any rights pursuant to Section 10.2.  







	 	(iii) 	Notwithstanding
anything to the contrary herein contained, where a Default or                     an
Event of Default has occurred, the consent of the Borrower shall not be
                    required with respect to the assignment of all or any part of the
rights of a                     Lender hereunder.  













- 96 - 




		(d) 	Limitation.
No Lender shall be entitled to make an                     assignment
under Section 13.1(c)(i) or change its Branch of Account if this
                    would, immediately following the assignment, participation or change
of Branch                     of Account, increase the cost of the Credit Facility to
the Borrower,                     except that nothing in this Section 13.1(d) shall
prohibit the granting of an                     assignment by a Schedule I Lender to
a Schedule II Lender or a                     Schedule III Lender
notwithstanding that the Discount Rate applicable to                     Bankers’ Acceptances
issued by the Schedule II Lender or                     Schedule III Lender may
be higher than the Discount Rate applicable to                     Bankers’ Acceptances
issued by the Schedule A Lender. 







		(e) 	Borrower
Cooperation. The Borrower will, at the                     Lenders’ expense
(exclusive of the fees of legal counsel to the Borrower),                     execute
such further documents and instruments and do such further things as the
                    Agent or Lenders may reasonably request for the purpose of any
participation or                     assignment. 







		(f) 	Disclosure.
Each Lender may disclose to any prospective                     Assignee,
on a confidential basis, such information concerning the Borrower as
                    it considers appropriate without incurring any liability for any
breach of the                     duty of banker-customer confidentiality but subject to
receiving an undertaking                     from such prospective Assignee to receive
and maintain such information in                     confidence. 







SECTION
14
MISCELLANEOUS  



	14.1  	Amendments.  







No amendment or waiver of any
provision of this Agreement or consent to any departure by a party from any provision of
this Agreement will be effective unless it is in writing, and then the amendment,
modification, waiver or consent will be effective only in the specific instance, for the
specific purpose and for the specific length of time for which it is given. 



	14.2  	Notice.  







Unless otherwise specified, any
notice or other communication required or permitted to be given to a party under this
Agreement shall be in writing and may be delivered personally or sent by prepaid
registered mail or by facsimile, to the address or facsimile number of the party set out
beside its name at the foot of this Agreement to the attention of the Person there
indicated or to such other address, facsimile number or other Person’s attention as
the party may have specified by notice in writing given under this Section. Any notice or
other communication shall be deemed to have been given (i) if delivered personally, when
received; (ii) if mailed, subject to Section 14.3, on the fifth Business Day following the
date of mailing; (iii) if sent by facsimile, on the Business Day when the appropriate
confirmation of receipt has been received if the confirmation of receipt has been received
before 3:00 p.m. on that Business Day or, if the confirmation of receipt has been received
after 3:00 p.m. on that Business Day, on the next succeeding Business Day; and (iv) if
sent by facsimile on a day which is not a Business Day, on the next succeeding Business
Day on which confirmation of receipt has been received. All communication with any Obligor
hereunder may be directed through SunOpta. For greater certainty, any notice or other
document or instrument which is required to be given or delivered to any Obligor hereunder
shall be deemed to have been given to and received by such Obligor if given to SunOpta. 









- 97 - 




	14.3  	Disruption
of Postal Service.  







If a notice has been sent by prepaid
registered mail and before the fifth Business Day after the mailing there is a
discontinuance or interruption of regular postal service so that the notice cannot
reasonably be expected to be delivered within five Business Days after the mailing, the
notice will be deemed to have been given when it is actually received. 



	14.4  	Environmental
Indemnity.  







Each Obligor shall, and does hereby,
indemnify and hold each Indemnified Person harmless from and against any and all Claims
and Losses incurred or suffered by, or asserted against, the Indemnified Person, with
respect to or as a direct or indirect result of, (a) the presence on or under, or any
Release or likely Release of any Hazardous Substance from any of the Collateral comprising
real property or any other real properties owned or used by any of the Obligors or any
Subsidiary or any of their successors and assigns; or (b) the breach of any Applicable
Laws by any mortgagor, owner, lessee or occupant of such properties. 



	14.5  	Further
Assurances.  







The Obligors shall from time to time
promptly, upon the request of Harris in respect of Facility B or the Agent in respect
of Facility A, Facility C or Facility D, take or cause to take 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 Agreement and the
Documents. 



	14.6  	Judgment
Currency.  







If for the purpose of obtaining
judgment in any court it is necessary to convert all or any part of the liabilities or any
other amount due to a Lender, the Agent or the US Security Agent in respect of any of the
Borrowers’ obligations under this Agreement in any currency (the “Original
Currency”) into another currency (the “Other Currency”), each
Borrower, to the fullest extent that it may effectively do so, agrees that the rate of
exchange used shall be that at which, in accordance with normal banking procedures, the
Lender, the Agent or the US Security Agent could purchase the Original Currency with the
Other Currency on the Business Day preceding that on which final judgment is paid or
satisfied. The obligations of the Borrowers in respect of any sum due in the Original
Currency from it to any Lender shall, notwithstanding any judgment in any Other Currency,
be discharged only to the extent that on the Business Day following receipt by the Lender
of any sum adjudged to be so due in such Other Currency the Lender may, in accordance with
its normal banking procedures, purchase the Original Currency with such Other Currency. If
the amount of the Original Currency so purchased is less than the sum originally due to
the Lender in the Original Currency, the Borrowers agree, as a separate obligation and
notwithstanding any such judgment, to indemnify the Lender against such loss, and if the
amount of the Original Currency so purchased exceeds the sum originally due to the Lender
in the Original Currency, the Lender agrees to remit such excess to the Borrowers. 









- 98 - 




	14.7  	Waivers.  







No failure to exercise, and no delay
in exercising, on the part of the Agent, the US Security Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, remedy, power or privilege shall preclude the exercise of
any other right, remedy, power or privilege. 



	14.8  	Reimbursement
of Expenses.  







The Obligors jointly and severally
agree to: (a) pay or reimburse Harris in respect of Facility B and the Agent in
respect of Facility A, Facility C and Facility D, on demand, for all of its
reasonable out-of-pocket costs and expenses (including legal fees) incurred in connection
with the preparation, negotiation and execution of this Agreement and the other Documents
including any subsequent amendments of this Agreement or any other Document, and the
consummation and the administration of the transactions contemplated hereby including the
reasonable fees and disbursements of counsel to the Lender; and (b) pay or reimburse, on
demand, Harris in respect of Facility B and the Agent in respect of Facility A,
Facility C and Facility D and the US Security Agent for all its costs and
expenses (including legal fees) incurred in connection with the determination,
preservation and enforcement of any responsibilities, rights and remedies under this
Agreement and the other Documents, including the reasonable fees and disbursements of its
counsel. The obligations of the Obligors under this Section 14.8 shall survive the
repayment of all Advances and the termination of the Credit Facility. 



	14.9  	Submission
to Jurisdiction.  







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 Borrower 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. Each Borrower hereby irrevocably consents to the
service of any and all process in such action or proceeding by the delivery of such
process to such Borrower at its address provided in accordance with Section 14.2. 



	14.10  	Waiver
of Trial by Jury.  







The Borrowers and the Obligors hereby
knowingly voluntarily and intentionally waive any rights they may have to a trial by jury
in respect of any litigation based on, or arising out of, under, or in connection with,
this Agreement or any other Document, or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Agent, the US Security Agent, any
Lender or any of the Borrowers or Obligors. The Borrowers and the Obligors acknowledge and
agree that they have received full and sufficient consideration for this provision (and
each other provision of each other Document to which it is a party) and that this
provision is a material inducement for the Lenders entering into this Agreement and each
other Document. 



	14.11  	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. 









- 99 - 




	14.12  	Excluded
Subsidiaries.  







The parties hereto acknowledge and
agree that each Excluded Subsidiary is not an Obligor for purposes of this Agreement or
any of the Documents. For greater certainty and without limiting the generality of the
foregoing, each Excluded Subsidiary and its assets shall not at any time be considered
part of the Consolidated Borrower. 



	14.13  	Acknowledgement.  







Each Obligor hereby acknowledges,
confirms and agrees that all Documents (including without limitation Security Documents)
previously, now or hereafter delivered by such Obligor in favour of the Agent, the US
Security Agent or any Lender, as applicable, remains in full force and effect in
accordance with its terms, unless any such Document has been otherwise amended by written
agreement. 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. 



[SIGNATURE PAGES FOLLOW] 













The parties have executed this
Agreement as of the day and year first written above. 



		
	SUNOPTA
      INC.

      2838 Hwy 7 

      Norval, Ontario LOP 1KO 

      Attention: Chief Financial Officer 

      Fax: (905) 455-2529 	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 
	SUNOPTA
      LP

      By: 1510146 Ontario Inc., its General Partner 	   	By:                 “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	SUNOPTA
      FOOD GROUP LLC	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	SUNOPTA
      INGREDIENTS CANADA, LTD.	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	1510146
      ONTARIO INC.	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	3060385
      NOVA SCOTIA COMPANY	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	DRIVE
      ORGANICS CORPORATION	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	SUNRICH
      LLC	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 
	 	 	 
	NORTHERN
      FOOD AND DAIRY INC.	 	By:
                      “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO 




















		
	SUNOPTA
      ASEPTIC, INC.	 	By:
                 “John
      Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO
		 	 
	SUNOPTA
      LLC	 	By:
               “Ricky Johnson”

            ———————————————

      Name: 

      Title: 
		 	 
	ORGANIC
      INGREDIENTS INC.	 	By:
               “John Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO
		 	 
	SUNOPTA
      INGREDIENTS, INC.	 	By:
               “John Dietrich”

           ———————————————

      Name: John Dietrich 

      Title:   VP & CFO
		 	 
	SUNOPTA
      HOLDINGS INC.	 	By:
               “John Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO
		 	 
	SUNOPTA
      FINANCING INC.	 	By:
               “John Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO
		 	 
	SONNE
      LABS, INC.	 	By:
               “John Dietrich”

            ———————————————

      Name: John Dietrich 

      Title:   VP & CFO





















	 	 
	BANK
      OF MONTREAL

       in its capacity
      as Agent  

       Corporate Finance
       

      100 King Street West 

      11th Floor 

      Toronto, Ontario

       M5X 1A1 

      Attention: Senior Manager

       Fax: (416) 360-7168 	  	By:
                  
      “K. W. Everett”

              ———————————————
      

      Name: K.W. Everett

      Title:   Senior Manager, Syndications  
	  	By:

             ———————————————
      

      Name: 

      Title:  
	 	 	 
	HARRIS
      TRUST AND SAVINGS BANK

       in its capacity
      as US Security Agent 
       	  	By:             “Shane
      Koonce”

             ———————————————
      

      Name: Shane Koonce

      Title:   Vice President  
	  	  	 
	  	  	By:

             ———————————————
      

      Name: 

      Title:  
	 	 	 
	BANK OF
      MONTREAL

       in its capacity
      as Lender   	  	By:             “G.
      J. Card”

             ———————————————
      

      Name: G. J. Card

      Title:    
	 	 	 
	 	 	By:

             ———————————————
      

      Name: 

      Title:  
	 	 	 
	BANK OF
      MONTREAL

      (Chicago Branch) 

      in its capacity as Lender  	  	By:             “Shane
      Koonce”

             ———————————————
      

      Name: Shane Koonce

      Title:   Vice President  
	                                                               	  
	  	  	By:

             ———————————————
      

      Name: 

      Title:  
	 	 	 
	HARRIS
      TRUST AND SAVINGS BANK

      

      in its capacity as Lender  	  	By:
                  “Shane
      Koonce”

             ———————————————
      

      Name: Shane Koonce

      Title: Vice President  
	 	 	 
	  	  	By:

             ———————————————
      

      Name: 

      Title:  


















		
	CANADIAN
      IMPERIAL BANK OF COMMERCE

      in its capacity as Lender 	 	By:
                     “Peter
      Ferrante”

            —————————————————
      

      Name:  Peter Ferrante 

      Title:    Manager, Commercial Credit 
	 	 	 
	 	 	By:                “J
      Malcolm”

            —————————————————
      

      Name: Jennifer Malcolm

      Title: Team Leader Portfolio Management 
	 	 	 
	CIBC
      New York Agency

      in its capacity as Lender 	 	
      By:                “Geraldine
        Kerr”

              —————————————————

        Name: Geraldine
        Kerr

        Title: Executive Director

        

    
	 	 	 
	 	 	By:

            —————————————————

      Name: 

      Title: