SunOpta Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Execution Version 

FIRST AMENDING AGREEMENT 

Made as of September 22, 2015 

Among 

SUNOPTA INC. 
SUNOPTA FOODS INC. 

as Borrowers 

- and - 

EACH OF THE FINANCIAL INSTITUTIONS 
AND OTHER ENTITIES

FROM TIME TO TIME PARTIES HERETO 

as Lenders 

- and - 

CERTAIN AFFILIATES OF THE BORROWERS 

as Obligors 

- and - 

BANK OF MONTREAL 

as Agent 




FIRST AMENDING AGREEMENT 

This first amending agreement is made as of the 22nd
day of September, 2015 

A M O N G 

SUNOPTA INC. 
SUNOPTA FOODS INC.


as Borrowers 

and 

EACH OF THE FINANCIAL INSTITUTIONS

AND OTHER ENTITIES 
FROM TIME TO TIME PARTIES HERETO 

as Lenders 

and 

CERTAIN AFFILIATES OF THE BORROWERS


as Obligors 

and 

BANK OF MONTREAL 

as Agent 

WITNESSES THAT WHEREAS: 

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

	 	 	 
	 	(b) 	
      the parties to the Credit Agreement have agreed to amend
      the Credit Agreement in the manner set forth herein in order to extend for
      a period of six months the Maturity Date in respect of each of Facility A
      and Facility B.



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




- 2 - 

SECTION 1 
INTERPRETATION 

	1.1 	
      Definitions from Agreement. Capitalized terms
      defined in the Credit Agreement have the same meanings in this First
      Amending Agreement unless otherwise defined herein or the context
      expressly or by necessary implication requires otherwise. This First
      Amending Agreement is referenced herein as the “First Amending
      Agreement”. For greater certainty, this First Amending Agreement
      amends the Credit Agreement and the term “Agreement”, as defined in
      the Credit Agreement, includes (unless the context expressly or by
      necessary implication requires otherwise) this First Amending Agreement to
      the extent of such amendments. For purposes of this First Amending
      Agreement, the term “First Amending Closing Date” means September
      22, 2015.

	 	 
	1.2 	
      Revised Definition. The definition of “Maturity
      Date” in Section 1.1 of the Credit Agreement is hereby amended by
      deleting the date “July 27, 2016” and replacing it with the date “January
      27, 2017”.

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



SECTION 2 
CONDITIONS PRECEDENT 

	2.1 	
      Conditions Precedent. The effectiveness of this
      First Amending Agreement is subject to and conditional upon the
      satisfaction of the following conditions and the delivery by the Agent to
      the Borrowers of a written notice that this First Amending Agreement is
      then effective:




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




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

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




	 	(b) 	
      Fees. All fees payable in accordance with
      this First Amending Agreement on or before the First Amending Closing Date
      (including legal fees and expenses of the Agent) shall have been paid to
      the Agent and the Lenders, including, without limitation, the payment to
      the Agent, for and on behalf of the Lenders in proportion to each Lender’s
      respective Facility A Commitment and Facility B Commitment, an extension
      fee of US$82,500 and C$5,000.







- 3 - 

SECTION 3 
REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations. Each of the Obligors represents
      and warrants to the Agent and the Lenders
that:




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

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

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



SECTION 4 
GENERAL 

	4.1 	
      Severability. Any provision of this First Amending
      Agreement which is prohibited by the laws of any jurisdiction shall, as to
      such jurisdiction, be ineffective to the extent of such prohibition
      without invalidating the remaining terms and provisions hereof.

	 	 
	4.2 	
      Costs, Expenses and Taxes. The Obligors agree to
      pay, on demand, all reasonable costs and expenses of the Agent and the
      Lenders in connection with the preparation, execution, delivery, operation
      or enforcement of this First Amending Agreement and the Credit Agreement
      including, without limitation, the reasonable fees and out-of-pocket
      expenses of the Lenders' counsel and other professionals engaged by the
      Lenders with respect to the preparation, negotiation and documentation of
      this First Amending Agreement, the Security Documents, if any, and the
      related closing documents with respect thereto and with respect to
      advising the Agent and the Lenders of their rights and responsibilities in
      connection with the continuing operation of the Credit Agreement, as
      amended by this First Amending Agreement.

	 	 
	4.3 	
      Form of Documents. All documents delivered under
      or in connection with this First Amending Agreement or under or in
      connection with the Credit Agreement shall be in form and substance
      satisfactory to the Agent, the Lenders and their counsel, in each case,
      acting reasonably.

	 	 
	4.4 	
      Governing Law. This First Amending Agreement shall
      be governed by and construed in accordance with the laws of the Province
      of Ontario and of Canada applicable therein and shall be treated in all
      respects as an Ontario contract. Each Borrower and Obligor irrevocably
      submits to the non-exclusive jurisdiction of the courts of the Province
      of Ontario and hereby irrevocably agrees that all claims in
      respect of such action or proceeding may be heard and determined in such
      court. Each Obligor hereby irrevocably waives, to the fullest extent it
      may effectively do so, the defence of an inconvenient forum to the
      maintenance of such action or proceeding.







- 4 - 

	4.5 	
      Governing Documents. The Credit Agreement as
      amended by this First Amending Agreement and all other Documents delivered
      pursuant to or referenced in the Credit Agreement as amended by this First
      Amending Agreement constitute the complete agreement of the parties hereto
      with respect to the subject matter hereof and supersede any other
      agreements or understandings between or among each of the Obligors, the
      Agent and the Lenders. Save as expressly amended by this First Amending
      Agreement, all other terms and conditions of the Credit Agreement remain
      in full force and effect unamended.

	 	 
	4.6 	
      Time of the Essence. Time shall be of the essence
      of this First Amending Agreement.

	 	 
	4.7 	
      Further Assurances. The Obligors shall from time
      to time promptly, upon the request of the Agent, take or cause to be taken
      such action, and execute and deliver such further documents as may be
      reasonably necessary or appropriate to give effect to the provisions and
      intent of this First Amending Agreement and the Documents.

	 	 
	4.8 	
      Confirmation of Obligors. By signing this First
      Amending Agreement, each of the Obligors hereby agrees to comply with all
      of its obligations under the Credit Agreement as hereby amended and, as
      applicable, confirms that the guarantees given by it (and/or its
      predecessor corporations, as applicable) to the Agent and the Lenders and
      all Security Documents given by it (and/or its predecessor corporations,
      as applicable) as security for its obligations, direct, indirect, absolute
      and/or contingent, remain in full force and effect in accordance with
      their respective terms and continue to support all of the Borrowers'
      indebtedness and liabilities, present and future, to, the Agent and the
      Lenders including, without limitation, each Borrower's indebtedness and
      liabilities under the Credit Agreement and the Security Documents granted
      by each such Borrower (and/or their respective predecessor corporations,
      as applicable). For greater certainty, each Obligor that has previously
      executed and delivered a Security Document hereby acknowledges and
      confirms that each such Security Document secures the obligations of such
      Obligor under and in connection with this Agreement and all other relevant
      Documents.

	 	 
	4.9 	
      Counterparts. This Agreement and the Documents may
      be executed and delivered in any number of counterparts, each of which
      when executed and delivered is an original but all of which taken together
      constitute one and the same instrument. This Agreement and the Documents
      may be executed and delivered by facsimile transmission or PDF and each of
      the parties hereto may rely on such facsimile signature or PDF as though
      that facsimile signature or PDF were an original hand-written
      signature.



[SIGNATURE PAGES FOLLOW] 




- S1 - 

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

	SUNOPTA INC. 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	SUNOPTA FOODS INC. 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	SUNOPTA INVESTMENTS LTD. 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	SUNOPTA GRAINS AND FOODS INC. 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	SUNOPTA COMPANIES INC. 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	SUNOPTA GLOBAL ORGANIC 	By:
      /s/ Rick Albert
	INGREDIENTS INC. 	Name: Rick Albert 
	  	Title: Treasurer 
	  	  
	  	  
	CITRUSOURCE, LLC 	By:
      /s/ Rick Albert
	  	Name: Rick Albert 
	  	Title: Treasurer 






- S2 - 

	BANK OF MONTREAL 	By:
      /s/ Francois Wentzel
	in its capacity as Agent 	Name: Francois Wentzel 
	  	Title: Managing Director 
	  	  
	  	By:
	  	Name: 
	  	Title: 
	  	  
	  	  
	BANK OF MONTREAL 	By:
      /s/ Pedram Kaya
	in its capacity as Lender 	Name: Pedram Kaya 
	  	Title: Managing Director 
	  	  
	  	By:
      /s/ Lauren Thompson
	  	Name: Lauren Thompson 
	  	Title: Managing Director 
	  	  
	  	  
	  	  
	BANK OF MONTREAL 	By:
      /s/ Randon Gardley
	(Chicago Branch) 	Name: Randon Gardley 
	in its capacity as Lender 	Title: Vice President 
	  	  
	  	By:
	  	Name: 
	  	Title: 
	  	  
	  	  
	EXPORT DEVELOPMENT 	By:
      /s/ Sean Borutskie
	CANADA 	Name: Sean Borutskie 
	in its capacity as Lender 	Title: Asset Manager 
	  	  
	  	By:
      /s/ Geoff Bleich
	  	Name: Geoff Bleich 
	  	Title: Senior Asset Manager







- S3 - 

	RABOBANK NEDERLAND 	By:
      /s/ Raj Joshi
	CANADIAN BRANCH 	Name: Raj Joshi 
	in its capacity as Lender 	Title: Executive Director 
	  	 
	  	By:
      /s/ Valter Lourenco
	  	Name: Valter Lourenco 
	  	Title: Vice President, Senior Credit Analyst
  
	  	 
	  	 
	  	 
	CANADIAN IMPERIAL BANK 	By:
      /s/ Italo Fortino
	OF COMMERCE 	Name: Italo Fortino 
	in its capacity as Lender 	Title: Authorized Signatory 
	  	 
	  	By:
      /s/ Nicole Shinya
	  	Name: Nicole Shinya 
	  	Title: Authorized Signatory