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







	DATED 	14 OCTOBER 2014




	AMENDMENT AND RESTATEMENT AGREEMENT 
	 
	relating to a 
	 
	EUR 92,500,000 
	MULTIPURPOSE FACILITIES AGREEMENT 
	 
	originally dated 25 SEPTEMBER 2012 
	 
	for 
	 
	THE ORGANIC CORPORATION B.V. 
	 
	as the Company and as Guarantor 
	 
	with 
	 
	TRADIN ORGANIC AGRICULTURE B.V., SUNOPTA FOODS EUROPE
      B.V., TRADIN 
	 
	ORGANICS USA, LLC. and TRABOCCA B.V. 
	 
	as Borrowers 
	 
	arranged by 
	 
	ING BANK N.V., COOPERATIEVE CENTRALE
      RAIFFEISSEN-BOERENLEENBANK B.A. 
	AND DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	with 
	 
	ING BANK N.V. 
	 
	acting as Facility Agent 
	 
	and 
	 
	ING BANK N.V. 
	 
	acting as Security Agent 
	 
	AS AMENDED AND RESTATED ON, AMONG OTHERS 15 AUGUST
      2013, 6 JANUARY 
	 
	2014 AND 14 OCTOBER 2014 






CONTENTS 

	1. 	DEFINITIONS
      AND INTERPRETATION 	1 
	2. 	REPRESENTATIONS 	2 
	3. 	RESTATEMENT
      AND WAIVERS 	2 
	4. 	CONTINUITY AND FURTHER
      ASSURANCE 	3 
	5. 	COSTS AND
      EXPENSES 	3 
	6. 	MISCELLANEOUS 	3 
	7. 	GOVERNING LAW
      	4 
	SCHEDULE 1: CONDITIONS
      PRECEDENT 	5 
	SCHEDULE 2:
      RESTATED AGREEMENT 	12
  



  	 








THIS AMENDMENT AND RESTATEMENT AGREEMENT is made on
14 OCTOBER 2014 

BETWEEN:

	(1) 	
      THE ORGANIC CORPORATION B.V. as the Company (the
      "Company") and as guarantor;

	 	 
	(2) 	
      TRADIN ORGANIC AGRICULTURE B.V., SUNOPTA FOODS EUROPE
      B.V., TRADIN ORGANICS USA, LLC (formerly known as TRADIN ORGANICS USA,
      INC). and TRABOCCA B.V. as borrowers (the "Original Borrowers")
      and as guarantors (together with the Company in its capacity as guarantor,
      the "Original Guarantors");

	 	 
	(3) 	
      ING BANK N.V., COOPERATIEVE CENTRALE RAIFFEISSEN-
      BOERENLEENBANK B.A. and DEUTSCHE BANK AG, AMSTERDAM BRANCH as
      arrangers (whether acting individually or together the "Arranger")
      and as lenders (the "Original Lenders"); and

	 	 
	(4) 	
      ING BANK N.V. as facility agent (the "Facility
      Agent") and as security agent for the other Finance Parties (the
      "Security Agent").



BACKGROUND:

	A 	
      ING Bank N.V. and ABN AMRO Bank N.V. made certain
      facilities available to the Company pursuant to the Original Facilities
      Agreement (as defined below).

	 	 
	B 	
      ABN AMRO Bank N.V. has resigned as Lender and has
      released all its rights and obligations against any other party to the
      Original Facilities Agreement prior to the entry into by the Parties of
      this Agreement.

	 	 
	C 	
      The Facility Agent and the Original Lenders have agreed
      to amend the Original Facilities Agreement as set out below.

	 	 
	D 	
      Parties accordingly agree as
follows.



IT IS AGREED:

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 
	1.1 	
      Definitions



In this Agreement: 

"Amended Facilities Agreement"
means the Original Facilities Agreement, as amended and restated by this
Agreement and attached as schedule 2 (Restated Agreement); 

"Effective Date" means the date
on which the Facility Agent confirms to the Original Lenders and the Company
that it has received each of the documents and other evidence listed in schedule
1 (Conditions Precedent) in a form and substance satisfactory to the
Facility Agent; 

"Guarantee Obligations" means
the guarantee and indemnity obligations of a Guarantor contained in the Original
Facilities Agreement; 

	Amendment and
      Restatement Agreement - Tradin 	1
  






"Original Facilities Agreement"
means the multipurpose facilities agreement dated 25 September 2012 between
among others, the Company, the Facility Agent and the Security Agent as amended
by the amendment and restatement agreements dated 15 August 2013 and 6 January
2014; and 

"US Security Agreement" means
the security agreement dated 25 September 2012 between Tradin Organics USA,
LLC., Trabocca B.V. and the Security Agent in respect of inventory, title
documents, accounts, and supporting obligations related to the foregoing,
together will all books, records, writings, databases, information, materials or
other property relating to any of the foregoing as amended on 15 August 2013.


	1.2 	
      Incorporation of defined
terms




	 	(a) 	
      Unless a contrary indication appears, a term defined in
      the Amended Facilities Agreement has the same meaning in this
      Agreement.

	 	 	 
	 	(b) 	
      The principles of construction set out in the Original
      Facilities Agreement shall have effect as if set out in this
    Agreement.




	1.3 	
      Clauses



In this Agreement any reference to a
"clause" or a "schedule" is, unless the context otherwise
requires, a reference to a clause in or a schedule to this Agreement. 

	1.4 	
      Designation



In accordance with the Original
Facilities Agreement, each of the Company and the Facility Agent designates this
Agreement as a Finance Document. 

	2. 	
      REPRESENTATIONS



The Repeating Representations are
deemed to be made by each Obligor (by reference to the facts and circumstances
then existing) on: 

	 	(a) 	
      the date of this Agreement; and

	 	 	 
	 	(b) 	
      the Effective Date,



and references to "this Agreement" in
the Repeating Representations should be construed as references to this
Agreement and to the Original Facilities Agreement and on the Effective Date, to
the Amended Facilities Agreement. 

	3. 	
      RESTATEMENT AND WAIVERS



Restatement of the Original
Facilities Agreement 

With effect from the Effective Date the
Original Facilities Agreement shall be amended and restated so that it shall be
read and construed for all purposes as set out in schedule 2 (Restated
Agreement). For the avoidance of doubt, with effect from the Effective Date,
Cooperatieve Centrale Raiffeissen-Berenleenbank B.A. and Deutsche Bank AG,
Amsterdam Branch accede to the Amended Facilities Agreement as Lenders and agree
to be bound by its provisions. 

	Amendment and Restatement Agreement - Tradin 	2 







	4. 	
      CONTINUITY AND FURTHER ASSURANCE

	 	 
	4.1 	
      Continuing obligations

	 	 
		
      The provisions of the Original Facilities Agreement and
      the other Finance Documents shall, save as amended by this Agreement,
      continue in full force and effect.

	 	 
	4.2 	
      Confirmation of Guarantee Obligations

	 	 
		
      For the avoidance of doubt, each Guarantor confirms for
      the benefit of the Finance Parties that all Guarantee Obligations owed by
      it under the Amended Facilities Agreement shall (a) remain in full force
      and effect notwithstanding the amendments referred to in clause 0
      (Restatement of the Original Facilities Agreement) and (b) extend
      to any new obligations assumed by any Obligor under the Finance Documents
      as a result of this Agreement (including, but not limited to, under the
      Amended Facilities Agreement).

	 	 
	4.3 	
      Confirmation of Security

	 	 
		
      For the avoidance of doubt, each Obligor confirms for the
      benefit of the Finance Parties that, the Security created by it pursuant
      to each Security Document to which it is a party shall (a) remain in full
      force and effect notwithstanding the amendments referred to in clause 0
      (Restatement of the Original Facilities Agreement) and (b) continue
      to secure its Secured Obligations under the Finance Documents as amended
      (including, but not limited to, under the Amended Facilities
      Agreement).

	 	 
	4.4 	
      Further assurance

	 	 
		
      Each Obligor, shall, at the request of the Facilities
      Agent and at such Obligor's own expense, do all such acts and things
      necessary or desirable to give effect to the amendments effected or to be
      effected pursuant to this Agreement.

	 	 
	5. 	
      COSTS AND EXPENSES

	 	 
		
      Transaction expenses

	 	 
		
      The Company shall promptly on demand pay the Facility
      Agent, the Arranger, and the Security Agent the amount of all costs and
      expenses (including but not limited to pre-agreed legal fees) reasonably
      incurred by any of them (and in the case of the Security Agent, by any
      Receiver or Delegate) in connection with the negotiation, preparation,
      printing and execution of this Agreement and any other documents referred
      to in this Agreement.

	 	 
	6. 	
      MISCELLANEOUS

	 	 
	6.1 	
      Incorporation of terms

	 	 
		
      The provisions of clause 34 (Notices), clause 36
      (Partial Invalidity) and clause 37 (Remedies and Waivers) of
      the Original Facilities Agreement shall be incorporated into this
      Agreement as if set out in full in this Agreement and as if references in
      those clauses to "this Agreement" or "the Finance Documents" are
      references to this Agreement.

	 	 
	6.2 	
      Counterparts

	 	 
		
      This Agreement may be executed in any number of
      counterparts, and this has the same effect as if the signatures on the
      counterparts were on a single copy of this
Agreement.




	Amendment and Restatement Agreement - Tradin 	3 







	7. 	
      GOVERNING LAW

	 	 
		
      This Agreement and any non-contractual obligations
      arising out of or in connection with it are governed by Dutch
  law.



This Agreement has been entered into on the date stated at the
beginning of this Agreement. 

	Amendment and Restatement Agreement - Tradin 	4 






SCHEDULE 1: CONDITIONS PRECEDENT 

	1. 	
      Dutch Obligors




	 	(a) 	
      A copy of the constitutional documents of each of the
      Dutch Obligors including, in relation to the Company, a copy of the
      articles of association (statuten) and deed of incorporation
      (oprichtingsakte) as well as an extract (uittreksel) from
      the Dutch. Commercial Register (Handelsregister) of the
    Company.

	 	 	 
	 	(b) 	
      A copy of a resolution of the board of managing directors
      or board of directors of each of the Dutch
Obligors:




	 	(i) 	
      approving the terms of, and the transactions contemplated
      by, this Agreement and resolving that it execute this Agreement;
  and

	 	 	 
	 	(ii) 	
      authorising a specified person or persons to execute this
      Agreement on its behalf.




	 	(c) 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph (b) above.

	 	 	 
	 	(d) 	
      If applicable, a copy of the resolution of the board of
      supervisory directors of each of the Dutch Obligors where relevant
      approving the resolutions of the board of managing directors and the
      transactions contemplated thereby.

	 	 	 
	 	(e) 	
      If applicable, a copy of the resolution of the
      shareholders of each of the Dutch Obligors approving the resolutions of
      the board of managing directors and the transactions contemplated
      thereby.

	 	 	 
	 	(f) 	
      A certificate of an authorised signatory of the Company
      on behalf of the Dutch Obligors (signed by a director of the Company)
      certifying that each copy document specified in this schedule 1 is
      correct, complete and in full force and effect as at a date no earlier
      than the date of this Agreement.




	2. 	
      Legal Opinion




	 	(a) 	
      A legal opinion of DLA Piper LLP US, legal advisors to
      the Arranger and the Facility Agent as to New York law, substantially in
      the form distributed to the Original Lenders prior to signing this
      Agreement.

	 	 	 
	 	(b) 	
      A legal opinion of DLA Piper UK, legal advisors to the
      Arranger and the Facility Agent as to English law, substantially in the
      form distributed to the Original Lenders prior to signing this
      Agreement.

	 	 	 
	 	(c) 	
      A legal opinion of DLA Piper Nederland N.V., legal
      advisors to the Arranger and the Facility Agent as to Dutch law,
      substantially in the form distributed to the Original Lenders prior to
      signing this Agreement.




	3. 	
      Security Document




	 	(a) 	
      A ratification agreement between Tradin Organics USA,
      LLC, Trabocca B.V. and the Security Agent relating to the US security
      agreement, dated as of September 25, 2012 as amended on 15 August 2013
      pursuant to which the US Obligor and Trabocca
B.V. pledged certain assets, including stocks in warehouses, as
collateral for its obligations under the Facilities Agreement.




	Amendment and Restatement Agreement - Tradin 	5 







	 	(b) 	
      An English law charge over inventory between Tradin
      Organics USA, LLC, Tradin Agriculture B.V., SunOpta Foods Europe B.V. and
      Trabocca B.V. as chargors and the security agent as security
  agent.

	 	 	 
	 	(c) 	
      An amendment agreement relating to the Dutch law governed
      deed of pledge of moveable assets and title
documents.




	4. 	
      Other documents and
evidence




	 	(a) 	
      This Agreement duly executed by all parties to this
      Agreement.

	 	 	 
	 	(b) 	
      Evidence that the aggregate amount of the Financial
      Indebtedness incurred by all members of the Group, which are not Obligors,
      does not exceed the amount of EUR 10,000,000.

	 	 	 
	 	(c) 	
      An executed copy of a €30,000,000 sub-facility relating
      to an overdraft facility, a guarantee facility, a balance set-off system
      and interest set-off system between the Company and ING Bank N.V. on the
      terms and conditions satisfactory to the Facility Agent.

	 	 	 
	 	(d) 	
      An overview of all Financial Indebtedness permitted under
      paragraph (c) of the definition of Permitted Financial Indebtedness as
      well as of any intra-group Financial Indebtedness as at the date of this
      Agreement in a form and substance satisfactory to the Facility
    Agent.

	 	 	 
	 	(e) 	
      An overview of all Rolled In Instruments (accompanied
      with an overview of each Rolled In Instruments tenor) as at the date of
      this Agreement in a form and substance satisfactory to the Facility
      Agent.

	 	 	 
	 	(f) 	
      Agreement between the Company and the Facility Agent
      (acting on the instructions of the Original Lenders) in respect of the
      costs and scope for the audit to be performed in respect of the Borrowing
      Base prior to 31 December 2014.

	 	 	 
	 	(g) 	
      Signed Fee Letters between the relevant Original Lenders
      and the relevant Original Guarantors.

	 	 	 
	 	(h) 	
      Signed copy of the "terms and conditions for the issuance
      of guarantees" of Deutsche Bank AG, Amsterdam Branch by Trabocca B.V.,
      Tradin Organic Agriculture B.V., Sunopta Foods Europe B.V. and Tradin
      Organics USA LLC

	 	 	 
	 	(i) 	
      A copy of a letter of comfort to be provided by SunOpta
      Inc. on the terms and conditions satisfactory to the Facility
  Agent.

	 	 	 
	 	(j) 	
      Evidence that ABN AMRO Bank has resigned as Lender under
      the Original Facilities Agreement.

	 	 	 
	 	(k) 	
      A copy of any other Authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary or
      desirable (if it has notified the Company accordingly prior to the date of
      this Agreement) in connection with the entry into and performance of the
      transactions contemplated by this Agreement or for the validity and
      enforceability of this Agreement.




	Amendment and Restatement Agreement - Tradin 	6 







	5. 	
      USA Documents




	 	(a) 	
      A copy of a good standing certificate with respect to
      Tradin Organics USA LLC, issued as of a recent date by the Secretary of
      State or other appropriate official of Tradin Organics USA LLC
      jurisdiction of organisation.

	 	 	 
	 	(b) 	
      A copy of a resolution of the board of managing directors
      or board of directors of the US Obligor:




	 	(i) 	
      approving the terms of, and the transactions contemplated
      by, the Agreement and resolving that it executes the Agreement;
  and

	 	 	 
	 	(ii) 	
      authorising a specified person or persons to execute the
      Agreement on its behalf.




	 	(c) 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 5(b) above.

	 	 	 
	 	(d) 	
      If applicable, a copy of the resolution of the board of
      supervisory directors of the US Obligor where relevant approving the
      resolutions of the board of managing directors and the transactions
      contemplated thereby.

	 	 	 
	 	(e) 	
      A copy of the resolution of the shareholders of the US
      Obligor approving the resolutions of the board of managing directors and
      the transactions contemplated thereby.

	 	 	 
	 	(f) 	
      A certificate of an authorised signatory of Tradin
      Organics USA LLC (signed by a director or authorised signatory of Tradin
      Organics USA LLC) certifying that each copy document specified in this
      schedule 1 is correct, complete and in full force and effect as at a date
      no earlier than the date of this Agreement.




	Amendment and Restatement Agreement - Tradin 	7 






[Intentionally left blank]

 

 

 

 

 

 

 

	Amendment and Restatement Agreement - Tradin 	8 






SIGNATURES 

	THE COMPANY 
	 
	THE ORGANIC CORPORATION B.V. 
	 
	By: /s/ K.S. Koun
	 
	Address: 
	 
	Fax: 
	  
	  
	THE ORIGINAL BORROWERS 
	 
	TRADIN ORGANIC AGRICULTURE B.V. 
	 
	By: /s/ K.S. Koun
	 
	Address: 
	 
	Fax: 
	 
	  
	SUNOPTA FOODS EUROPE B.V. 
	 
	By: /s/ K.S. Koun
	 
	Address: 
	 
	Fax 
	 
	  
	TRADIN ORGANICS USA, LLC 
	 
	By: /s/ K.S. Koun
	 
	Address: 
	 
	Fax: 
	 
	  
	TRABOCCA B.V. 
	 
	By: /s/ K.S. Koun
	 
	Address: 
	 
	Fax: 



	Amendment and Restatement Agreement - Tradin 	9 







	THE ARRANGERS 
	 
	ING BANK N.V. 
	 
	By: /s/ E. A. Mallant      /s/ S.W.
    Heidenkamp
	 
	Address: 
	 
	Fax: 
	 
	  
	COOPERATIEVE CENTRALE RAIFFEISSEN-BOERENLEENBANK
      B.A. 
	 
	By:  /s/ R.G.C. Steenbeeke     
    /s/ T.B.H Servatius
	 
	Address: 
	 
	Fax: 
	 
	  
	DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	By:   /s/ R. Coerzaadts     /s/
    M.W.Y. Sangers
	 
	Address: 
	 
	Fax: 
	 
	  
	THE FACILITY AGENT 
	 
	ING BANK N.V. 
	 
	By:  /s/ E.A. Mallant    /s/ S.W.
    Heidenkamp
	 
	Address: 
	 
	Fax: 
	 
	Attention: 



	Amendment and Restatement Agreement - Tradin 	10 







	THE SECURITY AGENT 
	 
	ING BANK N.V. 
	 
	By: /s/ E. A. Mallant      /s/ S.W.
    Heidenkamp
	 
	Address: 
	 
	Fax: 
	 
	Attention: 
	 
	  
	THE ORIGINAL LENDERS 
	 
	ING BANK N.V. 
	 
	By: /s/ E. A. Mallant      /s/ S.W.
    Heidenkamp
	 
	Address: 
	 
	Fax: 
	 
	  
	COOPERATIEVE CENTRALE RAIFFEISSEN-BOERENLEENBANK
      B.A. 
	 
	By: /s/ R.G.C. Steenbeeke      /s/
    T.B.H. Servatius
	 
	Address: 
	 
	Fax: 
	 
	  
	DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	By: /s/ R. Coerzaadts     /s/ M.W.Y.
    Sangers
	 
	Address: 
	 
	Fax: 



	Amendment and Restatement Agreement - Tradin 	11 






SCHEDULE 2: RESTATED AGREEMENT 

 

 

 

 

 

 

	Amendment and Restatement Agreement - Tradin 	12 






SCHEDULE 2 

	DATED 	2014 



	EUR 92,500,000 
	 
	MULTIPURPOSE FACILITIES AGREEMENT 
	 
	originally dated 25 SEPTEMBER 2012 
	 
	for 
	 
	THE ORGANIC CORPORATION B.V. 
	 
	as the Company and as Guarantor 
	 
	with 
	 
	TRADIN ORGANIC AGRICULTURE B.V., SUNOPTA FOODS EUROPE
      B.V., TRADIN 
	 
	ORGANICS USA LLC. and TRABOCCA B.V. 
	 
	as Borrowers 
	 
	arranged by 
	 
	ING BANK N.V., COOPERATIEVE CENTRALE
      RAIFFEISSEN-BOERENLEENBANK B.A. 
	AND DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	with 
	 
	ING BANK N.V. 
	 
	acting as Facility Agent 
	 
	and 
	 
	ING BANK N.V. 
	 
	acting as Security Agent 
	 
	AS AMENDED AND RESTATED ON, AMONG OTHERS, 15 AUGUST
      2013, 6 JANUARY 
	2014 and 14 October 2014 






CONTENTS 

	1. 	DEFINITIONS
      AND INTERPRETATION 	3 
	2. 	THE FACILITIES 	29 
	3. 	PURPOSE
    	30 
	4. 	CONDITIONS OF UTILISATION
      	31 
	5. 	UTILISATION
      - FACILITY 1 	33 
	6. 	UTILISATION - FACILITY 2
    	38 
	7. 	UTILISATION
      - FACILITY 3 	40 
	8. 	LETTERS OF CREDIT 	43 
	9. 	BORROWING
      BASE 	44 
	10. 	REPAYMENT 	50 
	11.
	PREPAYMENT
      AND CANCELLATION 	51 
	12. 	INTEREST 	53 
	13.
	INTEREST
      PERIODS 	54 
	14. 	FEES 	55 
	15.
	TAX GROSS UP
      AND INDEMNITIES 	57 
	16. 	INCREASED COSTS 	62 
	17.
	OTHER
      INDEMNITIES 	63 
	18. 	MITIGATION BY THE LENDERS
      	65 
	19.
	COSTS AND
      EXPENSES 	65 
	20. 	GUARANTEE AND INDEMNITY
    	67 
	21.
	REPRESENTATIONS 	71 
	22. 	INFORMATION UNDERTAKINGS
    	77 
	23.
	FINANCIAL
      COVENANTS 	83 
	24. 	GENERAL UNDERTAKINGS 	83 
	25.
	EVENTS OF
      DEFAULT 	93 
	26. 	CHANGES TO THE LENDERS
    	99 
	27.
    	CHANGES TO
      THE OBLIGORS 	103 
	28. 	ROLE OF THE FACILITY AGENT,
      THE ARRANGER AND THE ISSUING LENDER 	 105
    
	29.
    	ROLE OF
      SECURITY AGENT 	112 
	30. 	CONDUCT OF BUSINESS BY THE
      FINANCE PARTIES 	120

	31.
    	SHARING
      AMONG THE FINANCE PARTIES 	120 
	32. 	PAYMENT MECHANISMS 	122

	33.
    	SET-OFF
    	126 
	34. 	APPLICATION OF PROCEEDS
    	126

	35.
    	NOTICES
    	127 



      	 







	36. 	CALCULATIONS AND CERTIFICATES 	129 
	37. 	PARTIAL INVALIDITY 	129

	38. 	REMEDIES
      AND WAIVERS 	130 
	39. 	AMENDMENTS AND WAIVERS
    	130

	40. 	DISCLOSURE
      OF INFORMATION 	133 
	41. 	COUNTERPARTS 	134

	42. 	USA PATRIOT
      ACT 	134 
	43. 	DISSOLUTION, SUSPENSION AND
      ERROR 	134

	44. 	GOVERNING
      LAW AND JURISDICTION 	135 
	SCHEDULE 1: THE ORIGINAL
      LENDERS 	136

	SCHEDULE 2:
      CONDITIONS PRECEDENT 	137 
	PART 1: 	CONDITIONS PRECEDENT TO
      INITIAL UTILISATION 	137

	PART 2: 	CONDITIONS
      PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR 	140 
	SCHEDULE 3: REQUESTS 	142

	PART 1: 	UTILISATION
      REQUEST - LOANS  	142 
	PART 2: 	UTILISATION REQUEST -
      LETTERS OF CREDIT AND GUARANTEE FACILITY . 	144
	SCHEDULE 4:
      FORM OF TRANSFER CERTIFICATES 	146 
	SCHEDULE 5: FORM OF ACCESSION
      LETTER 	148

	SCHEDULE 6:
      FORM OF RESIGNATION LETTER 	149 
	SCHEDULE 7: FORM OF
      COMPLIANCE CERTIFICATE 	150

	SCHEDULE 8:
      FORM OF BORROWING BASE CERTIFICATE 	151 
	SCHEDULE 9: TIMETABLES
	152

	SCHEDULE 10:
      CONDITIONS SUBSEQUENT 	154 



      	 






THIS AGREEMENT is originally dated 25 September 2012
(and references to "the date of this Agreement" and "the date hereof" shall be
construed accordingly) and amended and restated pursuant to the Amendment and
Restatement Agreements (including on this date) respectively and made between:


	(1) 	
      THE ORGANIC CORPORATION B.V. as the Company (the
      "Company") and as guarantor;

	 	 
	(2) 	
      TRADIN ORGANIC AGRICULTURE B.V., SUNOPTA FOODS EUROPE
      B.V., TRADIN ORGANICS USA LLC (FORMERLY KNOWN AS TRADIN ORGANICS USA INC.)
      and TRABOCCA B.V. as borrowers (the "Original Borrowers") and
      as guarantors (together with the Company in its capacity as guarantor, the
      "Original Guarantors");

	 	 
	(3) 	
      ING BANK N.V., COOPERATIEVE CENTRALE RAIFFEISSEN-
      BOERENLEENBANK B.A. AND DEUTSCHE BANK AG, AMSTERDAM BRANCH as
      arrangers (whether acting individually or together the "Arranger")
      and as lenders (the "Original Lenders"); and

	 	 
	(4) 	
      ING BANK N.V. as facility agent (the "Facility
      Agent") and as security agent for the other Finance Parties (the
      "Security Agent").



IT IS AGREED as follows: 

	SECTION 1 
	INTERPRETATION 



	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 
	1.1 	
      Definitions

	 	 
		
      In this Agreement:

	 	 
		
      "Acceptable Bank"
means:




	 	(a) 	
      a bank or financial institution which has a rating for
      its long-term unsecured and non credit-enhanced debt obligations of A- or
      higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3
      or higher by Moody's Investors Service Limited or a comparable rating from
      an internationally recognised credit rating agency; or

	 	 	 
	 	(b) 	
      any other bank or financial institution approved by the
      Facility Agent.



"Accession Letter" means a
document substantially in the form set out in schedule 5 (Form of Accession
Letter); 

"Additional Borrower" means a
company which becomes an Additional Borrower in accordance with clause 27
(Changes to the Obligors); 

"Additional Guarantor" means a
company which becomes an Additional Guarantor in accordance with clause 27
(Changes to the Obligors); 

"Additional Obligor" means an
Additional Borrower or an Additional Guarantor; 

	3







"Affiliate" means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Company, including, in relation to
Cooperatieve Centrale Raiffeissen-Boerenleenbank B.A. (trading as Rabobank)
only, any related bank (aangesloten bank) or member (lid); 

"Amendment and Restatement
Agreements" means the amendment and restatement agreements dated, among
others, 15 August 2013 and 6 January 2014 between, among others, the Company,
the Facility Agent and the Security Agent relating to this Agreement; 

"Anti Boycott Regulations" means
the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against
the effects of the extra-territorial application of legislation adopted by a
third country, and actions based thereon or resulting therefrom, section 7 of
the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in
connection with section 4 paragraph 1 a no. 3 German Foreign Trade Law
(Auenwirtschaftsgesetz - AWG) and/or any other applicable anti-boycott laws or
regulations; 

"Authorisation" means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration; 

"Available Participation" means,
in relation to Facility 1, a Lender's Facility 1 Participation minus (subject as
set out below): 

	 	(a) 	
      the Base Currency Amount of:




	 	(i) 	
      its participation in any outstanding Loans or Letters of
      Credit;

	 	 	 
	 	(ii) 	
      the aggregate of the Overdraft Facility Maximum Amounts
      relating to Overdraft Facilities made available by it; and

	 	 	 
	 	(iii) 	
      (in the case of the Guarantee Facility Lender) the Base
      Currency Amount of its Guarantee Facility Maximum Amount;
  and




	 	(b) 	
      in relation to any proposed Facility 1 Utilisation, the
      Base Currency Amount of:




	 	(i) 	
      its participation in any other Facility 1 Utilisations
      (other than Overdrafts) that are due to be made on or before the proposed
      Utilisation Date;

	 	 	 
	 	(ii) 	
      the Overdraft Facility Maximum Amount relating to any
      Overdraft Facility that is due to be made available on or before the
      proposed Utilisation Date; and

	 	 	 
	 	(iii) 	
      (in the case of the Guarantee Facility Lender) the Base
      Currency Amount of its Guarantee Facility Maximum Amount if the Guarantee
      Facility is due to be made available on or before the proposed Utilisation
      Date;



For the purposes of calculating a
Lender's Available Participation in relation to any proposed Facility 1
Utilisation the following amounts shall not be deducted from a Lender's
Participation: 

	 	(iv) 	
      that Lender's participation in any Facility 1
      Utilisations that are due to be repaid or prepaid on or before the
      proposed Utilisation Date; and




	4 







	 	(v) 	
      that Lender's Overdraft Facility Maximum Amounts and
      Guarantee Facility Maximum Amount to the extent that they are due to be
      reduced or cancelled on or before the proposed Utilisation
  Date;



"Base Currency" means EUR; "Base
Currency Amount" means: 

	 	(a) 	
      in relation to a Loan or Letter of Credit, the amount
      specified in the Utilisation Request delivered by a Borrower for that
      Utilisation (or, if the amount requested is not denominated in the Base
      Currency, that amount converted into the Base Currency at the relevant
      Lender's Spot Rate of Exchange on the date which is three Business Days
      before the Utilisation Date or, if later, on the date the relevant Lender
      receives the Utilisation Request) and, in the case of a Letter of Credit,
      as adjusted under clause 5.7 (Revaluation of Letters of
      Credit));

	 	 	 
	 	(b) 	
      in relation to a Sub-Facility Maximum Amount, the amount
      specified as such in the notice delivered to the Facility Agent by the
      Company pursuant to clause 5.8(b)(i) (Overdraft Facilities and the
      Guarantee Facility) (or, if the amount specified is not denominated in
      the Base Currency, that amount converted into the Base Currency at the
      relevant Lender's Spot Rate of Exchange on the date which is three
      Business Days before the commencement date for that Sub-Facility;
    and

	 	 	 
	 	(c) 	
      in relation to a Pre-settlement Facility Maximum Amount,
      the amount specified as such in the notice delivered to the Facility Agent
      by the Company pursuant to clause 6.1(b)(i) (Availability of Facility
      2) (or, if the amount specified is not denominated in the Base
      Currency, that amount converted into the Base Currency at the relevant
      Lender's Spot Rate of Exchange on the date which is three Business Days
      before the commencement date for that Pre-settlement Facility, and
      adjusted in all cases to reflect any repayment or prepayment of the
      Utilisation or (as the case may be) cancellation or reduction of a
      Sub-Facility or Pre-settlement Facility;



"Base Reference Bank Rate" means
the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Facility Agent at its request by the Base Reference Banks: 

	 	(a) 	
      in relation to LIBOR, as the rate at which the relevant
      Base Reference Bank could borrow funds in the London interbank market;
      or

	 	 	 
	 	(b) 	
      in relation to EURIBOR, as the rate at which the relevant
      Base Reference Bank could borrow funds in the European interbank
      market,



in the relevant currency and for the
relevant period, were it to do so by asking for and then accepting interbank
offers for deposits in reasonable market size in that currency and for that
period; 

"Base Reference Banks" means, in
relation to LIBOR, the principal London offices of ING Bank N.V., Rabobank and
Deutsche Bank AG and, in relation to EURIBOR, the principal office in the
Netherlands of ING Bank N.V., Rabobank and Deutsche Bank AG, Amsterdam Branch or
such other banks as may be appointed by the Facility Agent in consultation with
the Company; 

"Borrower" means an Original
Borrower or an Additional Borrower unless it has ceased to be a Borrower in
accordance with clause 27 (Changes to the Obligors); 

"Borrowing Base" has the meaning
given to it in clause 9 (Borrowing Base); 

	5 






"Borrowing Base Certificate"
means a certificate substantially in the form set out in schedule 8 (Form of
Borrowing Base Certificate); 

"Break Costs" means the amount
(if any) by which: 

	 	(a) 	
      the interest (excluding the relevant Margin) which a
      Lender should have received for the period from the date of receipt of all
      or any part of a Loan or Unpaid Sum to the last day of the current
      Interest Period in respect of that Loan or Unpaid Sum, had the principal
      amount or Unpaid Sum received been paid on the last day of that Interest
      Period;

	 	 	 
	 		
      exceeds:

	 	 	 
	 	(b) 	
      the amount which that Lender would be able to obtain by
      placing an amount equal to the principal amount or Unpaid Sum received by
      it on deposit with a leading bank in the Relevant Interbank Market for a
      period starting on the Business Day following receipt or recovery and
      ending on the last day of the current Interest
Period;



"Business Day" means a day
(other than a Saturday or Sunday) on which banks are open for general business
in Amsterdam, London and New York and: 

	 	(a) 	
      (in relation to any date for payment or purchase of a
      currency other than euro) the principal financial centre of the country of
      that currency; or

	 	 	 
	 	(b) 	
      (in relation to any date for payment or purchase of euro)
      any TARGET Day;



"Canadian Condition Subsequent
Date" means the date on which the conditions subsequent in respect of the
Canadian jurisdiction as specified in clause 24.27(f) (Conditions
subsequent), are fulfilled; 

"Change of Control" means
Sunopta Inc. or any funds controlled by Sunopta Inc. cease directly or
indirectly to: 

	 	(a) 	
      have the power (whether by way of ownership of shares,
      proxy, contract, agency or otherwise) to:




	 	(i) 	
      cast, or control the casting of, more than 50% of the
      maximum number of votes that might be cast at a general meeting of the
      Company or Cooperatie Sunopta U.A.;

	 	 	 
	 	(ii) 	
      appoint or remove all, or the majority, of the directors
      or other equivalent officers of the Company or Cooperatie Sunopta U.A.;
      or

	 	 	 
	 	(iii) 	
      give directions with respect to the operating and
      financial policies of the Company or Cooperatie Sunopta U.A. with which
      the directors or other equivalent officers of the Company or Cooperatie
      Sunopta U.A. are obliged to comply; or




	 	(b) 	
      hold beneficially more than 50% of the issued share
      capital of the Company (excluding any part of that issued share capital
      that carries no right to participate beyond a specified amount in a
      distribution of either profits or capital) or 50% of the members interest
      of Cooperatie Sunopta U.A.;




	6 






"Charged Property" means all of
the assets of the Obligors which from time to time are, or are expressed to be,
the subject of the Transaction Security; 

"Code" means the US Internal
Revenue Code of 1986, as amended; 

"Compliance Certificate" means a
certificate substantially in the form set out in schedule 7 (Form of
Compliance Certificate); 

"Commodity Hedging Facility"
means any commodity hedging facility made available by a Facility 3 Lender in
accordance with clause 7 (Utilisation - Facility 3); 

"Commodity Hedging Facility
Document" means each document relating to or evidencing the terms of a
Commodity Hedging Facility; 

"Commodity Hedging Facility Maximum
Amount" means, in relation to a Commodity Hedging Facility, the maximum
amount of such Commodity Hedging Facility as specified pursuant to clause
7.1(b)(i)(D) (Availability of Facility 3) as the same may be reduced from
time to time; 

"Commodity Hedging Facility
Outstandings" means, in relation to a Commodity Hedging Facility, all actual
and contingent liabilities of each Borrower under such Commodity Hedging
Facility; 

"Cost of Funds" means, in
relation to any Lender (excluding Rabobank) and any Utilisation, the cost of
funds as notified by such Lender to the Company from time to time; 

"Council" means the council of
the European Union; 

"CRD IV" means Directive
2013/36/EU of 26 June 2013 on access to the activity of credit institutions and
the prudential supervision of credit institutions and investment firms, amending
Directive 2002/87/EC and repealing Directive 2006/48/EC and 2006/49/EC;


"CRR" means Regulation (EU) no.
575/2013 of 26 June 2013 on prudential requirements for credit institutions and
investment firms and amending regulation (EU) No. 648/2012; 

"Deed of Assignment" has the
meaning given to it in clause 26.6 (Procedure for assignment); 

"Default" means an Event of
Default or any event or circumstance specified in clause 25 (Events of
Default) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of any of the foregoing) be an Event of Default; 

"Defaulting Lender" means any
Lender: 

	 	(a) 	
      which has other than on the basis of clause 4.2
      (Uncommitted Facilities) failed to make its participation in a Loan
      or Overdraft Facility available (or has notified the Facility Agent or the
      Company (which has notified the Facility Agent) that it will not make its
      participation in a Loan or Overdraft Facility available) by the
      Utilisation Date of that Loan or Overdraft Facility in accordance with
      Clause 5 (Utilisation - Facility 1);

	 	 	 
	 	(b) 	
      which has otherwise rescinded or repudiated a Finance
      Document; or




	7 







	 	(c) 	
      which is an Issuing Lender which has other than on the
      basis of clause 4.2 (Uncommitted Facilities) failed to issue a
      Letter of Credit (or has notified the Facility Agent or the Company (which
      has notified the Facility Agent) that it will not issue a Letter of
      Credit) in accordance with Clause 5 (Utilisation - Facility 1) or
      which has failed to pay a claim (or has notified the Facility Agent or the
      Company (which has notified the Facility Agent) that it will not pay a
      claim) in accordance with (and as defined in) Clause 8.3 (Claims under
      a Letter of Credit); or

	 	 	 
	 	(d) 	
      with respect to which an Insolvency Event (other than an
      Undisclosed Administration) has occurred and is
  continuing,



unless, in the case of paragraphs (a)
and (c) above: 

	 	(i) 	
      its failure to pay, or to issue a Letter of Credit, is
      caused by:




	 	(A) 	
      administrative or technical error; or

	 	 	 
	 	(B) 	
      a Disruption Event; and



payment is made within five Business
Days of its due date; or 

	 	(ii) 	
      the Lender is disputing in good faith whether it is
      contractually obliged to make the payment in
question;



"Delegate" means any delegate,
agent, attorney or co-trustee appointed by the Security Agent; 

"Disruption Event" means either
or both of: 

	 	(a) 	
      a material disruption to those payment or communications
      systems or to those financial markets which are, in each case, required to
      operate in order for payments to be made in connection with the Facilities
      (or otherwise in order for the transactions contemplated by the Finance
      Documents to be carried out) which disruption is not caused by, and is
      beyond the control of, any of the Parties; or

	 	 	 
	 	(b) 	
      the occurrence of any other event which results in a
      disruption (of a technical or systems-related nature) to the treasury or
      payments operations of a Party preventing that, or any other
  Party:




	 	(i) 	
      from performing its payment obligations under the Finance
      Documents; or

	 	 	 
	 	(ii) 	
      from communicating with other Parties in accordance with
      the terms of the Finance Documents,



(and which (in either such case)) is
not caused by, and is beyond the control of, the Party whose operations are
disrupted; 

"Dutch Borrower" means a
Borrower whose jurisdiction of organisation is the Kingdom of the Netherlands;


"Dutch Civil Code" means the
Dutch Civil Code (Burgerlijk Wetboek); 

"Dutch FSA" means the Financial
Supervision Act (Wet op het financieel toezicht), including any
regulations issued pursuant thereto; 

	8 






"Economic Sanctions Law" means
(i) the International Emergency Economic Powers Act of 1977, as amended, the
Trading with the Enemy Act of 1917, as amended, and any US executive order
issued thereunder and in effect from time to time; (ii) the foreign assets
control regulations codified at Title 31, Subtitle B, Chapter V of the US Code
of Federal Regulations, as amended, and any other enabling legislation thereof;
and (iii) any trade, economic or financial sanctions administered by the United
Nations Security Council or any sanctions committee, institution or agency
thereof, the European Union or any member state thereof, the Asset Freezing Unit
of Her Majesty's Treasury, or any other relevant national sanctions authority,
institution or agency; 

"Eligible Inventory" has the
meaning given to it in clause 9 (Borrowing Base); 

"Eligible Receivable" has the
meaning given to it in clause 9 (Borrowing Base); 

"Employee Plan" means an
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV or Section 302 of ERISA, or Section 412 of the Code, and
in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA; 

"Environmental Claim" means any
claim, proceeding or investigation by any person in respect of any Environmental
Law; 

"Environmental Law" means any
applicable law in any jurisdiction in which any member of the Group and/or
Tradin Organics USA LLC conducts business which relates to the pollution or
protection of the environment or harm to or the protection of human health or
the health of animals or plants; 

"Environmental Permits" means
any permit, licence, consent, approval and other authorisation and the filing of
any notification, report or assessment required under any Environmental Law for
the operation of the business of any member of the Group and/or Tradin Organics
USA LLC conducted on or from the properties owned or used by the relevant member
of the Group and/or Tradin Organics USA LLC; 

"ERISA" means, at any date, the
United States Employee Retirement Income Security Act of 1974 (or any successor
legislation thereto), as amended from time to time, and the regulations
promulgated and rulings issued thereunder, all as the same may be in effect at
such date; 

"ERISA Affiliate" means any
person that for purposes of Title I and Title IV of ERISA and Section 412 of the
Code would be deemed at any relevant time to be a single employer with an
Obligor, pursuant to Section 414(b), (c), (in) or (o) of the Code or Section
4001 of ERISA; 

"ERISA Event" means 

	 	(a) 	
      any reportable event, as defined in Section 4043 of
      ERISA, with respect to an Employee Plan, as to which PBGC has not by
      regulation waived the requirement of Section 4043(a) of ERISA that it be
      notified of such event;

	 	 	 
	 	(b) 	
      the filing of a notice of intent to terminate any
      Employee Plan, if such termination would require material additional
      contributions in order to be considered a standard termination within the
      meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
      ERISA of a notice of intent to terminate any Employee Plan or the
      termination of any Employee Plan under Section 4041(c) of
  ERISA;




	9 







	 	(c) 	
      the institution of proceedings under Section 4042 of
      ERISA by the PBGC for the termination of, or the appointment of a trustee
      to administer, any Employee Plan;

	 	 	 
	 	(d) 	
      any failure by any Employee Plan to satisfy the minimum
      funding standard (within the meaning of Section 412 of the Code or Section
      302 of ERISA) applicable to such Employee Plan, in each case whether or
      not waived;

	 	 	 
	 	(e) 	
      the failure to make a required contribution to any
      Employee Plan that would reasonably be expected to result in the
      imposition of an encumbrance under Section 412 of the Code, or a filing
      under Section 412(c) of the Code or Section 302(c) of ERISA of any request
      for a minimum funding variance, with respect to any Employee Plan or
      Multiemployer Plan;

	 		
       

	 	(f) 	
      an engagement in a non-exempt prohibited transaction
      within the meaning of Section 4975 of the Code or Section 406 of
    ERISA;

	 	 	 
	 	(g) 	
      the complete or partial withdrawal of any Obligor or any
      ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

	 	 	 
	 	(h) 	
      an Obligor or an ERISA Affiliate incurring any liability
      under Title IV of ERISA with respect to any Employee Plan (other than
      premiums due and not delinquent under Section 4007 of ERISA);

	 	 	 
	 	(i) 	
      a determination that any Employee Plan is, or is expected
      to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or
      Section 430(i)(4) of the Code; and

	 	 	 
	 	(j) 	
      the receipt by an Obligor or any of its ERISA Affiliates
      of any notice of the imposition of withdrawal liability or of a
      determination that a Multiemployer Plan is, or is expected to be, in
      "endangered" or "critical" status within the meaning of Section 305 of
      ERISA;

	 		


"EURIBOR" means, in relation to
any Loan or Overdraft Outstanding in euro: 

	 	(a) 	
      the applicable Screen Rate; or

	 	 	 
	 	(b) 	
      (if no Screen Rate is available for the Interest Period
      of that Loan or Overdraft Outstanding), the Interpolated Screen Rate for
      that Loan or Overdraft Outstanding; or

	 	 	 
	 	(c) 	
      if:




	 	(i) 	
      no Screen Rate is available for the Interest Period for
      that Loan or Overdraft Outstanding; and

	 	 	 
	 	(ii) 	
      it is not possible to calculate an Interpolated Screen
      Rate for that Loan or Overdraft Outstanding,



the Base Reference Bank Rate, 

as of, in the case of paragraphs (a)
and (c) above, the Specified Time on the Quotation Day for euro and for a period
equal in length to the Interest Period of that Loan or Overdraft Outstanding
and, if that rate is less than zero, EURIBOR shall be deemed to be zero; 

	10 






"Existing Facilities Agreement"
means the EUR 48,000,000 multipurpose facilities agreement dated 25 September
2012 between among others, the Company, the Facility Agent and the Security
Agent as amended by the Amendment and Restatement Agreements; 

"Existing Overdraft Facilities"
means the overdraft facilities provided by ING Bank N.V. and ABN AMRO Bank N.V.
prior to the date of this Agreement; 

"Event of Default" means any
event or circumstance specified as such in clause 25 (Events of Default);


"Expiry Date" means, for a
Letter of Credit, the last day of its Term; 

"Facilities" means Facility 1,
Facility 2 and Facility 3, including any Sub-Facility under Facility 1, any
Pre-settlement Facility under Facility 2 and any commodity hedging facility
under Facility 3 (and "Facility" means any of them); 

"Facility 1" means the
uncommitted borrowing base secured working capital facility made available under
this Agreement as described in clauses 2.1(a)(i) and 2.1(a)(ii) (The
Facilities) which comprises of Facility 1A and Facility 1B collectively (or,
as the context may require, Facility 1A or Facility 1B); 

"Facility 1A" means the
uncommitted borrowing base secured working capital facility made available under
this Agreement as described in clause 2.1(a)(i) (The Facilities) by the
relevant Original Lenders specified in in schedule 1 (The Original
Lenders); 

"Facility 1B" means the
uncommitted borrowing base secured working capital facility made available under
this Agreement as described in 2.1(a)(ii) (The Facilities) by the
relevant Original Lender specified in in schedule 1 (The Original
Lenders); 

"Facility 1 Lender" means any
Lender in its capacity as providers of Facility 1 (being the Facility 1A Lenders
and the Facility 1B Lender or the relevant one of them, as the context
requires); 

"Facility 1A Lenders" means a
Lender in its capacity as a provider of Facility 1A; 

"Facility 1B Lender" means the
relevant Lender in its capacity as a provider of Facility 1B; 

"Facility 1 Maximum Amount"
means, at any time, the aggregate of the Facility 1 Participations, being EUR
85,000,000 as at the date hereof; 

"Facility 1 Participation" means
the Facility 1A Participation and / or the Facility 1B Participation (as the
context requires). 

"Facility 1A Participation"
means: 

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the headings "Facility 1A Participation" in
      schedule 1 (The Original Lenders) and the amount of any other
      "Facility 1A Participation" transferred to it under this Agreement;
    and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility 1A Participation transferred to it under this
  Agreement;



to the extent not cancelled, reduced or
transferred by it under this Agreement;

	11 






"Facility 1B Participation"
means: 

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the headings "Facility 1B Participation" in
      schedule 1 (The Original Lenders) and the amount of any other
      "Facility 1B Participation" transferred to it under this Agreement;
    and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility 1B Participation transferred to it under this
  Agreement;



to the extent not cancelled, reduced or
transferred by it under this Agreement; 

"Facility 1 Utilisation" means a
Loan, an Overdraft or (in relation to Facility 1B only) a Letter of Credit; 

"Facility 2" means the secured
pre-settlement facility made available by the Facility 2 Lender under this
Agreement as described in clause 2.1(a)(iii) (The Facilities); 

"Facility 2 Lender" means a
Lender in its capacity as a provider of Facility 2; 

"Facility 2 Maximum Amount"
means, at any time, the aggregate of the Facility 2 Participations, being EUR
2,500,000 as at the date hereof; 

"Facility 2 Participation"
means: 

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the heading "Facility 2 Participation" in schedule
      1 (The Original Lenders) and the amount of any other Facility 2
      Participation transferred to it under this Agreement; and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility 2 Participation transferred to it under this
  Agreement;



to the extent not cancelled, reduced or
transferred by it under this Agreement; 

"Facility 3" means the secured
commodity hedging facility made available by the Facility 3 Lender under this
Agreement as described in clause Error! Reference source not found.
(The Facilities); 

"Facility 3 Lender" means a
Lender in its capacity as a provider of Facility 3; 

"Facility 3 Maximum Amount"
means, at any time, the aggregate of the Facility 3 Participations, being EUR
5,000,000 as at the date hereof; 

"Facility 3 Participation"
means: 

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the heading "Facility 3 Participation" in schedule
      1 (The Original Lenders) and the amount of any other Facility 3
      Participation transferred to it under this Agreement; and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility 3 Participation transferred to it under this
  Agreement;



to the extent not cancelled, reduced or
transferred by it under this Agreement; 

	12 






"Facility Office" means the
office or offices notified by a Lender to the Facility Agent in writing on or
before the date it becomes a Lender (or, following that date, by not less than
five Business Days' written notice) as the office or offices through which it
will perform its obligations under this Agreement; 

"FATCA" means: 

	 	(a) 	
      sections 1471 to 1474 of the Code or any associated
      regulations;

	 	 	 
	 	(b) 	
      any treaty, law or regulation of any other jurisdiction,
      or relating to an intergovernmental agreement between the US and any other
      jurisdiction, which (in either case) facilitates the implementation of any
      law or regulation referred to in paragraph (a) above; or

	 	 	 
	 	(c) 	
      any agreement pursuant to the implementation of any
      treaty, law or regulation referred to in paragraphs (a) or (b) above with
      the US Internal Revenue Service, the US government or any governmental or
      taxation authority in any other jurisdiction;



"FATCA Application Date"
means: 

	 	(a) 	
      in relation to a "withholdable payment" described in
      section 1473(1)(A)(i) of the Code (which relates to payments of interest
      and certain other payments from sources within the US), 1 July
  2014;

	 	 	 
	 	(b) 	
      in relation to a "withholdable payment" described in
      section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from
      the disposition of property of a type that can produce interest from
      sources within the US), 1 January 2017; or

	 	 	 
	 	(c) 	
      in relation to a "passthru payment" described in section
      1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1
      January 2017,



or, in each case, such other date from
which such payment may become subject to a deduction or withholding required by
FATCA as a result of any change in FATCA after the date of this Agreement; 

"FATCA Deduction" means a
deduction or withholding from a payment under a Finance Document required by
FATCA; 

"FATCA Exempt Party" means a
Party that is entitled to receive payments free from any FATCA Deduction;


"Fee Letter" means: 

	 	(a) 	
      any letter or letters dated on or about the date of this
      Agreement between the Arranger and the Company (or the Facility Agent and
      the Company or the Security Agent and the Company) setting out any of the
      fees referred to in clause 14 (Fees); and

	 	 	 
	 	(b) 	
      any other agreement setting out fees referred to in
      clause 13.3 (Interest, commission and fees on Pre-settlement
      Facilities);



"Final Maturity Date" means, in
relation to Facility 1, Facility 2 and Facility 3, the date on which a Lender,
in its sole discretion, notifies the Company of its decision to cancel and
demand repayment of Facility 1 and/or Facility 2 and/or Facility 3; 

	13 






"Finance Document" means this
Agreement, the Security Documents, any Fee Letter, any Accession Letter, any
Resignation Letter, any Pre-settlement Facility Document, any Commodity Hedging
Facility Document and any other document designated as a "Finance Document" by
the Facility Agent and the Company; 

"Finance Party" means the
Facility Agent, the Arranger, the Security Agent, a Lender, the Guarantee
Facility Lender or an Issuing Lender; 

"Financial Indebtedness" means
any indebtedness for or in respect of: 

	 	(a) 	
      moneys borrowed;

	 	 	 
	 	(b) 	
      any amount raised by acceptance under any acceptance
      credit facility or dematerialised equivalent;

	 	 	 
	 	(c) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(d) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with GAAP, be treated as
      a finance or capital lease;

	 	 	 
	 	(e) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(f) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) of a type not referred to in any
      other paragraph of this definition but which is classified as a borrowing
      under GAAP;

	 	 	 
	 	(g) 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and, when calculating the value of any derivative transaction, only the
      marked to market value shall be taken into account);

	 	 	 
	 	(h) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(i) 	
      (without double counting) the amount of any liability in
      respect of any guarantee or indemnity for any of the items referred to in
      paragraphs (a) to (j) above;



"GAAP" means in relation to
Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V., Trabocca B.V. and
The Organic Corporation B.V., generally accepted accounting principles in the
Kingdom of the Netherlands and in relation to Tradin Organics USA LLC, generally
accepted accounting principles in the US; 

"Group" means the Company and
its Subsidiaries for the time being.

"Group Structure Chart" means
the group structure chart showing: 

	 	(a) 	
      all members of the Group, including current name and
      company registration number, its jurisdiction of incorporation and/or
      establishment and a list of shareholders;

	 	 	 
	 	(b) 	
      any person in which any member of the Group holds shares
      in its issued share capital or equivalent ownership interest of such
      person;




	14 






"Guarantee Facility" means the
guarantee facility made available under this Agreement as part of the Guarantee
Facility Lender's Facility 1 Participation as described in paragraph (b) of
clause 2.1 (The Facilities); 

"Guarantee Facility Maximum
Amount" means the maximum amount of the Guarantee Facility being EUR 175,000
as at the date hereof as the same may be reduced from time to time; 

"Guarantee Facility Lender"
means ING Bank N.V. in its capacity a provider of the Guarantee Facility; 

"Guarantor" means an Original
Guarantor or an Additional Guarantor; 

"Holding Company" means, in
relation to a person, any other person in respect of which it is a Subsidiary;


"Impaired Agent" means the
Facility Agent at any time when: 

	 	(a) 	
      it has failed to make (or has notified a Party that it
      will not make) a payment required to be made by it under the Finance
      Documents by the due date for payment;

	 	 	 
	 	(b) 	
      the Facility Agent otherwise rescinds or repudiates a
      Finance Document;

	 	 	 
	 	(c) 	
      (if the Facility Agent is also a Lender) it is a
      Defaulting Lender under paragraph (a), (b) or (c) of the definition of
      "Defaulting Lender"; or

	 	 	 
	 	(d) 	
      an Insolvency Event (other than an Undisclosed
      Administration) has occurred and is continuing with respect to the
      Facility Agent;



unless, in the case of paragraph (a)
above: 

	 	(i) 	
      its failure to pay is caused
by:




	 	(A) 	
      administrative or technical error; or

	 	 	 
	 	(B) 	
      a Disruption Event; and



payment is made within five Business
Days of its due date; or 

	 	(ii) 	
      the Facility Agent is disputing in good faith whether it
      is contractually obliged to make the payment in
question;



"Interest Period" means, in
relation to a Loan, each period determined in accordance with clause 13
(Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with clause 12.4 (Default interest); 

"Interpolated Screen Rate"
means, in relation to LIBOR or EURIBOR for any Loan or Overdraft Outstanding,
the rate (rounded to the same number of decimal places as the two relevant
Screen Rates) which results from interpolating on a linear basis between: 

	 	(a) 	
      the applicable Screen Rate for the longest period (for
      which that Screen Rate is available) which is less than the Interest
      Period of that Loan or Overdraft Outstanding;
and




	15 







	 	(b) 	
      the applicable Screen Rate for the shortest period (for
      which that Screen Rate is available) which exceeds the Interest Period of
      that Loan or Overdraft Outstanding,



each as of the Specified Time on the
Quotation Day for the currency of that Loan or Overdraft Outstanding. 

"Insolvency Event" in relation
to an entity means that the entity: 

	 	(a) 	
      is dissolved (other than pursuant to a consolidation,
      amalgamation or merger);

	 	 	 
	 	(b) 	
      becomes insolvent or is unable to pay its debts or fails
      or admits in writing its inability generally to pay its debts as they
      become due;

	 	 	 
	 	(c) 	
      makes a general assignment, arrangement or composition
      with or for the benefit of its creditors;

	 	 	 
	 	(d) 	
      institutes or has instituted against it, by a regulator,
      supervisor or any similar official with primary insolvency, rehabilitative
      or regulatory jurisdiction over it in the jurisdiction of its
      incorporation or organisation or the jurisdiction of its head or home
      office, a proceeding seeking a judgment of insolvency or bankruptcy or any
      other relief under any bankruptcy or insolvency law or other similar law
      affecting creditors' rights, or a petition is presented for its winding-up
      or liquidation by it or such regulator, supervisor or similar
    official;

	 	 	 
	 	(e) 	
      has instituted against it a proceeding seeking a judgment
      of insolvency or bankruptcy or any other relief under any bankruptcy or
      insolvency law or other similar law affecting creditors' rights, or a
      petition is presented for its winding-up or liquidation, and, in the case
      of any such proceeding or petition instituted or presented against it,
      such proceeding or petition is instituted or presented by a person or
      entity not described in paragraph (d) above
and:




	 	(i) 	
      results in a judgment of insolvency or bankruptcy or the
      entry of an order for relief or the making of an order for its winding-up
      or liquidation; or

	 	 	 
	 	(ii) 	
      is not dismissed, discharged, stayed or restrained in
      each case within 30 days of the institution or presentation
  thereof;




	 	(f) 	
      has a resolution passed for its winding-up, official
      management or liquidation (other than pursuant to a consolidation,
      amalgamation or merger);

	 	 	 
	 	(g) 	
      seeks or becomes subject to the appointment of an
      administrator, provisional liquidator, conservator, receiver, trustee,
      custodian or other similar official for it or for all or substantially all
      its assets (other than, for so long as it is required by law or regulation
      not to be publicly disclosed, any such appointment which is to be made, or
      is made, by a person or entity described in paragraph (d)
above);

	 	 	 
	 	(h) 	
      has a secured party take possession of all or
      substantially all its assets or has a distress, execution, attachment,
      sequestration or other legal process levied, enforced or sued on or
      against all or substantially all its assets and such secured party
      maintains possession, or any such process is not dismissed, discharged,
      stayed or restrained, in each case within 30 days
  thereafter;




	16 







	 	(i) 	
      causes or is subject to any event with respect to it
      which, under the applicable laws of any jurisdiction, has an analogous
      effect to any of the events specified in paragraphs (a) to (i) above;
      or

	 	 	 
	 	(j) 	
      takes any action in furtherance of, or indicating its
      consent to, approval of, or acquiescence in, any of the foregoing
    acts;



"IRS" means the US Internal
Revenue Service or any successor thereto; 

"Issuing Lender" means, in
relation to any Letter of Credit, any Lender which has issued, or has been
requested to issue, such Letter of Credit; 

"Legal Reservations" means: 

	 	(a) 	
      the principle that equitable remedies are remedies which
      may be granted or refused at the discretion of the court, the principle of
      reasonableness and fairness, the limitation of enforcement by laws
      relating to bankruptcy, insolvency, liquidation, court protection,
      examinership, reorganisation, court schemes, moratoria, administration and
      other laws generally affecting the rights of creditors;

	 	 	 
	 	(b) 	
      the time barring of claims under applicable limitation
      laws, the possibility that an undertaking to assume liability for or to
      indemnify a person against non-payment of stamp duty may be void and
      defences of set off or counterclaim; and

	 	 	 
	 	(c) 	
      any other general principles which are set out as
      qualifications as to matters of law in the legal opinions delivered
      pursuant to clause 4 (Conditions of Utilisation) and/or clause 27
      (Changes to the Obligors) including (whether or not set out in such
      legal opinions) the qualification that security purporting to create fixed
      charges may create floating charges;



"Lender" means: 

	 	(a) 	
      any Original Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which has become a Party in accordance with clause 26 (Changes
      to the Lenders),



which in each case has not ceased to be
a Party in accordance with the terms of this Agreement; 

"Letter of Credit" means any
guarantee, indemnity, standby letter of credit, documentary or other credit or
any other similar instrument in a form requested by a Borrower and agreed by the
relevant Lender; 

"LIBOR" means, in relation to
any Loan or Overdraft Outstanding: 

	 	(a) 	
      the applicable Screen Rate; or

	 	 	 
	 	(b) 	
      (if no Screen Rate is available for the Interest Period
      of that Loan or Overdraft Outstanding), the Interpolated Screen Rate for
      that Loan or Overdraft Outstanding; or

	 	 	 
	 	(c) 	
      if:




	17 







	 	(i) 	
      no Screen Rate is available for the currency of that Loan
      or Overdraft Outstanding; or

	 	 	 
	 	(ii) 	
      no Screen Rate is available for the Interest Period of
      that Loan or Overdraft Outstanding and it is not possible to calculate an
      Interpolated Screen Rate for that Loan or Overdraft
  Outstanding,



the Base Reference Bank Rate, as of, in
the case of paragraphs (a) and (c) above, the Specified Time on the Quotation
Day for the currency of that Loan or Overdraft Outstanding and for a period
equal in length to the Interest Period for that Loan or Overdraft Outstanding,
if that rate is less than zero, LIBOR shall be deemed to be zero; 

"Loan" means a loan made or to
be made under Facility 1 or the principal amount outstanding for the time being
of that loan; 

"Loan Margin" means, in respect
of any Loan which has been made available to a Borrower by any Lender, 1.75 per
cent. per annum; 

"Majority Lenders" means a
Lender or Lenders whose Participations aggregate more than 56% of the aggregate
of the Total Facility Maximum Amounts (or, if the Total Facility Maximum Amounts
have been reduced to zero, aggregated more than 56% of the Total Facility
Maximum Amounts immediately prior to the reduction); 

"Margin" means the Loan Margin
or the Overdraft Margin, as the context may permit; 

"Margin Stock" means margin
stock or "margin security" within the meaning of Regulations T, U and X; 

"Material Adverse Effect" means
a material adverse effect on: 

	 	(a) 	
      the business, operations, property, financial condition
      or prospects of any member of the Group and/or Tradin Organics USA
    LLC:

	 	 	 
	 	(b) 	
      the ability of an Obligor to perform its payment
      obligations under the Finance Documents or its obligations under clause 23
      (Financial Covenants); or

	 	 	 
	 	(c) 	
      the validity or enforceability of the Finance Documents
      or the rights or remedies of any Finance Party under the Finance
      Documents;



"Month" means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that: 

	 	(a) 	
      (subject to paragraph (c) below) if the numerically
      corresponding day is not a Business Day, that period shall end on the next
      Business Day in that calendar month in which that period is to end if
      there is one, or if there is not, on the immediately preceding Business
      Day;

	 	 	 
	 	(b) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last Business Day in that calendar month;
and




	18 







	 	(c) 	
      if an Interest Period begins on the last Business Day of
      a calendar month, that Interest Period shall end on the last Business Day
      in the calendar month in which that Interest Period is to
  end.



The above rules will only apply to the
last Month of any period; 

"Multiemployer Plan" means a
"multiemployer plan" (as defined in Section (3)(37) of ERISA) that is subject to
Title IV of ERISA that is contributed to for any employees of an Obligor or any
ERISA Affiliate; 

"New Lender" has the meaning
given to that term in clause 26 (Changes to the Lenders); 

"Obligor" means a Borrower or a
Guarantor; 

"OECD" means the Organisation
for Economic Co-operation and Development; 

"OECD Countries" means:
Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Finland, France,
Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Korea, Luxembourg,
Mexico, the Kingdom of the Netherlands, New Zealand, Norway, Poland, Portugal,
Slovak Republic, Spain, Sweden, Switzerland, Turkey, United Kingdom, the United
States and any country that is or becomes a member of the OECD from time to
time; 

"OFAC" means the Office of
Foreign Assets Control of the US Department of the Treasury; 

"Optional Currency" means a
currency (other than the Base Currency) which complies with the conditions set
out in clause 4.3(a) (Conditions relating to Optional Currencies); 

"Original Financial Statements"
means, in relation to each of The Organic Corporation B.V., Tradin Organic
Agriculture B.V. and Trabocca B.V., its audited financial statements for its
financial year ended 31 December 2010 and, in relation to each of SunOpta Foods
Europe B.V. and Tradin Organics USA LLC, its unaudited financial statements for
its financial year ended 31 December 2010; 

"Original Obligor" means each
Borrower and each Guarantor originally party to this Agreement; 

"Outstandings" means, in
relation to: 

	 	(a) 	
      Facility 1, the aggregate of the principal amount of each
      Loan and the outstanding amount of each Letter of Credit;

	 	 	 
	 	(b) 	
      in relation to the Guarantee Facility, the aggregate of
      any amounts guaranteed by the Guarantee Facility Lender under the
      Guarantee Facility;

	 	 	 
	 	(c) 	
      in relation to any Overdraft Facility, the Overdraft
      Outstandings under that Overdraft Facility;

	 	 	 
	 	(d) 	
      in relation to any Pre-settlement Facility, all
      Pre-settlement Facility Outstandings under that Pre-settlement Facility;
      and

	 	 	 
	 	(e) 	
      in relation to any Commodity Hedging Facility, all
      Commodity Hedging Facility Outstandings under that Commodity Hedging
      Facility;



"Overdraft" means a debit
balance on current account by way of overdraft; 

	19 






"Overdraft Account" means any
bank account held with a Lender on which an overdraft under Facility 1 may be
administered from time to time and which has been designated by the Company and
such Lender as an "Overdraft Account"; 

"Overdraft Facility" means an
overdraft facility established in accordance with clause 5.8 (Overdraft
Facilities and the Guarantee Facility); 

"Overdraft Facility Maximum
Amount" means the maximum amount of an Overdraft Facility as specified
pursuant to clause 5.8(b)(i)(D) (Overdraft Facilities and the Guarantee
Facility) as the same may be reduced from time to time; 

"Overdraft Margin" means in
respect of any Overdraft Outstanding which is due by a Borrower to any Lender,
1.85 per cent. per annum; 

"Overdraft Outstanding" means,
at any time, any amount outstanding in overdraft on any Overdraft Account under
an Overdraft Facility; 

"Participating Member State"
means any member state of the European Union that has the euro as its lawful
currency in accordance with legislation of the European Union relating to
Economic and Monetary Union; 

"Participation" means, in
relation to a Lender at any time, its Facility 1 Participation, Facility 2
Participation or Facility 3 Participation at such time; 

"Party" means a party to this
Agreement; 

"PBGC" means the US Pension
Benefit Guaranty Corporation, or any entity succeeding to all or any of its
functions under ERISA; 

"Permitted Financial
Indebtedness" means any Financial Indebtedness under or pursuant to: 

	 	(a) 	
      the Finance Documents; and

	 	 	 
	 	(b) 	
      overdraft facilities with third parties not exceeding an
      aggregate amount of USD 2,000,000 at any time; and

	 	 	 
	 	(c) 	
      any Financial Indebtedness incurred by members of the
      Group and/or Tradin Organics USA LLC which are not Obligors provided that
      such Financial Indebtedness does not exceed EUR 10,000,000 in aggregate at
      any time;



"Premium" means, in respect of
Rabobank, the cost of funds of Rabobank (excluding EURIBOR/LIBOR) as notified by
Rabobank to the Company from time to time; 

"Pre-settlement Facility" means
any pre-settlement facility made available by a Facility 2 Lender in accordance
with clause 6 (UTILISATION - FACILITY 2); 

"Pre-settlement Facility
Document" means each document relating to or evidencing the terms of a
Pre-settlement Facility; 

"Pre-settlement Facility Maximum
Amount" means, in relation to a Pre-settlement Facility, the maximum amount
of such Pre-settlement Facility as specified pursuant to clause 6.1(b)(i)(D)
(Availability of Facility 2) as the same may be reduced from time to
time; 

	20 






"Pre-settlement Facility
Outstandings" means, in relation to a Pre-settlement Facility, all actual
and contingent liabilities of each Borrower under such Pre-settlement Facility;


"Quotation Day" means, in
relation to any period for which an interest rate is to be determined: 

	 	(a) 	
      (if the currency is domestic sterling) the first day of
      that period;

	 	 	 
	 	(b) 	
      (if the currency is euro) two TARGET Days before the
      first day of that period; or

	 	 	 
	 	(c) 	
      (for any other currency) two Business Days before the
      first day of that period,



unless market practice differs in the
Relevant Interbank Market for a currency, in which case the Quotation Day for
that currency will be determined by the relevant Lender in accordance with
market practice in the Relevant Interbank Market (and if quotations would
normally be given by leading banks in the Relevant Interbank Market on more than
one day, the Quotation Day will be the last of those days); 

"Rabobank" means Cooperatieve
Centrale Raiffeissen-Boerenleenbank B.A.; 

"Receiver" means a receiver or
receiver and manager or administrative receiver of the whole or any part of the
Charged Property. 

"Regulations T, U and X" means,
respectively, Regulations T, U and X of the Board of Governors of the Federal
Reserve System of the United States (or any successor). 

"Relevant Interbank Market"
means, in relation to euro, the European interbank market, and, in relation to
any other currency, the London interbank market. 

"Relevant Jurisdiction" means,
in relation to an Obligor: 

	 	(a) 	
      the jurisdiction of incorporation;

	 	 	 
	 	(b) 	
      the jurisdiction where any asset subject to or intended
      to be subject to the Transaction Security is situated; and

	 	 	 
	 	(c) 	
      the jurisdiction whose laws govern any of the Finance
      Documents or the perfection of any of the Security
  Documents;



"Renewal Request" means a
written notice delivered to a Lender in accordance with clause 5.6 (Renewal
of a Letter of Credit); 

"Reorganisation" means the sale
and transfer of the Company's shares in Tradin Organics USA LLC to Co peratie
SunOpta U.A., the subsequent transfer of such shares by Co peratie SunOpta U.A.
to SunOpta Foods Inc. and the subsequent conversion of Tradin Organics USA LLC
from a corporation to a limited liability company under the name of Tradin
Organics USA LLC as set out and explained in the step-by-step memorandum dated 9
November 2012; 

"Repeating Representations"
means each of the representations set out in clauses 21.1 (Status) to
21.6 (Governing law and enforcement), clause 21.9 (No default),
paragraph (c) of clause 21.10 (No misleading information), clause 21.16
(Financial Indebtedness), 21.20 (No Immunity), clause 21.24
(Good title to assets), clause 21.25 (Legal and beneficial owner)
and clause 21.30 (Centre of main interests and establishments); 

	21 






"Representative" means any
delegate, agent, manager, administrator, nominee, attorney, trustee or
custodian; 

"Resignation Letter" means a
letter substantially in the form set out in schedule 6 (Form of Resignation
Letter); 

"Restricted Lender" has the
meaning ascribed to such term in Clause 32.12 (Sanctions Provisions);


"Rolled In Instrument" means a
letter of credit issued by ING Bank N.V. under the Existing Facilities Agreement
on behalf of Trabocca B.V. and a guarantee for missing bills of lading under the
Existing Facilities Agreement on behalf of Tradin Organic Agriculture B.V.; 

"Sanctions Provisions" means any
provisions contained in this Agreement regulating the effect of sanctions,
including but not limited to the provisions contained in Clauses 1.1
(Definitions), 21.34 (Economic Sanctions Law), 24.26 (Economic
Sanctions law compliance) 32.12 (Sanctions Provisions) and 25.21
(Economic Sanctions Law and Economic Sanctions Law Compliance in respect of
Sunopta Inc.); 

"Sanctioned Jurisdiction" means
any country, state or territory: 

	 	(a) 	
      which is at the relevant time, subject to a general
      export, import, financial or investment restriction or embargo under any
      economic, financial or other sanctions (i) administered by OFAC, the US
      State Department, any other agency of the US government, the United
      Kingdom, the European Union, the United Nations or any member of the
      Organisation for Economic Co-operation and Development; or (ii) under
      Economic Sanctions Law, which countries, as of the date hereof, include
      Burma (Myanmar), Cuba, Iran, North Korea, Russia, Sudan and Syria;
    or

	 	 	 
	 	(b) 	
      to which it would be unlawful under any such sanctions
      for a Lender to make loans to entities incorporated in such country or
      state;



"Sanctioned Person" means any
person or organization (i) located within, or doing business or operating from,
a Sanctioned Jurisdiction, (ii) designated on the OFAC list of Specially
Designated Nationals and Blocked Persons, the Consolidated List of Financial
Sanctions Targets and the Investment Ban List maintained by Her Majesty’s
Treasury, or any similar list maintained or administered by a relevant sanctions
authority, institution or agency or (iii) otherwise targeted under any Economic
Sanctions Law; 

"Screen Rate" means: 

	 	(a) 	
      in relation to LIBOR, the London interbank offered rate
      administered by ICE Benchmark Administration Limited (or any other person
      which takes over the administration of that rate) for the relevant
      currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters
      screen (or any replacement Reuters page which displays that rate);
    and

	 	 	 
	 	(a) 	
      in relation to EURIBOR, the euro interbank offered rate
      administered by the Banking Federation of the European Union (or any other
      person which takes over the administration of that rate) for the relevant
      period displayed on page EURIBOR01 of the Reuters screen (or any
      replacement Reuters page which displays that
rate), or in each case, on the appropriate page of such other
information service which publishes that rate from time to time in place of
Reuters. If such page or service ceases to be available, the Facility Agent may
specify another page or service displaying the relevant rate after consultation
with the Company.




	22 






"SEC" means the United States
Securities and Exchange Commission or any successor thereto; 

"Secured Obligations" means all
obligations at any time due, owing or incurred by any Obligor to any Secured
Party under the Finance Documents, whether present or future, actual or
contingent (and whether incurred solely or jointly and whether as principal or
surety or in some other capacity); 

"Secured Parties" means the
Security Agent, any Receiver or Delegate, the Facility Agent, each Lender, the
Arranger and each Issuing Lender; 

"Security" means a mortgage,
charge, pledge, lien, assignment or transfer for security purposes, retention of
title arrangement or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect; 

"Security Documents" means each
of the documents listed as being a Security Document in paragraph 2 of Part 1 of
schedule 2 (Conditions Precedent) and any document required to be
delivered to the Facility Agent under paragraph 10 of 2 of schedule 2
(Conditions Precedent), together with any other document entered into by any
Obligor creating or expressed to create any Security over all or any part of its
assets in respect of the obligations of any of the Obligors under any of the
Finance Documents; 

"Specified Time" means a time
determined in accordance with schedule 9 (timetables); 

"Spot Rate of Exchange" means,
in relation to a Finance Party, that Finance Party's spot rate of exchange for
the purchase of the relevant currency with the Base Currency in the Amsterdam
foreign exchange market at or about 11:00 a.m. on a particular day; 

"Sub-Facility" means an
Overdraft Facility or the Guarantee Facility in each case provided by a Facility
1 Lender in place of all or part of such Lender's Facility 1 Participation; 

"Sub-Facility Maximum Amount"
means, in relation to the Guarantee Facility, the Guarantee Facility Maximum
Amount and, in relation to an Overdraft Facility, the Overdraft Facility Maximum
Amount for that Overdraft Facility; 

"Subsidiary" means in relation
to any person incorporated in the Kingdom of the Netherlands, a company which is
a subsidiary of that person within the meaning of Article 2:24a of the Dutch
Civil Code, and in relation to any other person, an entity: 

	 	(a) 	
      which is controlled, directly or indirectly, by the first
      mentioned person; or

	 	 	 
	 	(b) 	
      more than half the issued share capital or ownership
      rights of which is owned, directly or indirectly by the first mentioned
      person,



and for this purpose, a person shall be
treated as being controlled by another if that other person is able to direct
its affairs and/or to control the composition of its board of directors or
equivalent body; 

"SunOpta Group" means SunOpta
Inc. and its Subsidiaries for the time being; 

	23 






"TARGET2" means the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19
November 2007; 

"TARGET Day" means any day on
which TARGET2 is open for the settlement of payments in euro; 

"Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same); 

"Tax Deduction" means a
deduction or withholding for or on account of Tax from a payment under a Finance
Document, other than a FATCA Deduction. 

"Term" means each period
determined under this Agreement for which an Issuing Lender is under a liability
under a Letter of Credit; 

"Total Facility Maximum Amounts"
means at any time the aggregate of the Facility 1 Maximum Amounts, the Facility
2 Maximum Amounts and the Facility 3 Maximum Amounts at such time; 

"Trade Business" means, in
relation to an Obligor, such Obligor's ordinary trade activities including the
financing of purchasing, shipment and sale of Commodities; 

"Transaction Security" means the
Security created or expressed to be created in pursuant to the Security
Documents from time to time; 

"Transfer Certificate" means a
certificate substantially in the form set out in schedule 4 (Form of Transfer
Certificates) or any other form agreed between the Facility Agent and the
Company; 

"Transfer Date" means, in
relation to an assignment or a transfer, the later of: 

	 	(a) 	
      the proposed Transfer Date specified in the relevant Deed
      of Assignment or Transfer Certificate; and

	 	 	 
	 	(b) 	
      the date on which the Facility Agent executes the
      relevant Deed of Assignment or Transfer
Certificate;



"Undisclosed Administration"
means in relation to a Lender or its direct or indirect parent company the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official by a supervisory authority or
regulator under or based on the law in the country where such Lender or its
direct or indirect parent company is subject to home jurisdiction supervision if
applicable law requires that such appointment is not to be publicly disclosed;


"Unfunded Pension Liability"
means the excess of an Employee Plan's benefit liabilities under Section
4001(a)(16) of ERISA, over the current value of that plan's assets, determined
in accordance with the assumptions used for funding the Employee Plan pursuant
to Section 412 of the Code for the applicable plan year; 

"Unpaid Sum" means any sum due
and payable but unpaid by an Obligor under the Finance Documents; 

	24 






"US" or "United States"
means the United States of America; 

"US Borrower" means a Borrower
whose jurisdiction of organisation is a state of the United States or the
District of Columbia; 

"US Guarantor" means a Guarantor
whose jurisdiction of organisation is a state of the United States; 

"US Obligor" means any US
Borrower or US Guarantor; 

"US Tax" means any federal,
state, local income, gross receipts, license, premium, windfall profits, customs
duties, capital stock, franchise, profits, withholding, social security (or
similar), real property, personal property, sales, use, registration, value
added, alternative or add-on minimum, estimated or other tax of any kind
whatsoever, imposed by the United States, or any state, municipality or other
governmental unit therein, including any interest, penalty or addition thereto,
whether disputed or not; 

"US Tax Obligor" means: 

	 	(a) 	
      a Borrower which is resident for tax purposes in the US;
      or

	 	 	 
	 	(b) 	
      an Obligor some or all of whose payments under the
      Finance Documents are from sources within the US for US federal income tax
      purposes;



"Utilisation" means a Facility 1
Utilisation; 

"Utilisation Date" means the
date on which a Utilisation is made; 

"Utilisation Request" means a
notice substantially in the form set out in Part 1 or Part 2 of schedule 3
(Requests); and 

"VAT" means value added tax
(belasting toegevoegde waarde) and any other tax of a similar nature.


	1.2 	
      Construction




	 	(a) 	
      Unless a contrary indication appears any reference in
      this Agreement to:




	 	(i) 	
      the "Facility Agent", the "Arranger", the
      "Security Agent", any "Finance Party", any "Secured
      Party", any "Lender", any "Obligor", any "Issuing
      Lender" or any "Party" shall be construed so as to include its
      successors in title, permitted assigns and permitted transferees and, in
      the case of the Security Agent, any person for the time being appointed as
      Security Agent or Security Agents in accordance with this
  Agreement;

	 	 	 
	 	(ii) 	
      "assets" includes present and future properties,
      revenues and rights of every description;

	 	 	 
	 	(iii) 	
      a "bill of lading" is also a reference to any
      telex release (or similar message) sent in respect of that bill of
      lading;

	 	 	 
	 	(iv) 	
      a "Finance Document" or any other agreement or
      instrument is a reference to that Finance Document or other agreement or
      instrument as amended, novated, supplemented, extended, replaced or
      restated;




	25 







	 	(v) 	
      "indebtedness" includes any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money,
      whether present or future, actual or contingent;

	 	 	 
	 	(vi) 	
      a "person" includes any individual, firm, company,
      corporation, government, state or agency of a state or any association,
      trust, joint venture, consortium or partnership (whether or not having
      separate legal personality);

	 	 	 
	 	(vii) 	
      a "regulation" includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law) of any governmental, intergovernmental or supranational body,
      agency, department or of any regulatory, self-regulatory or other
      authority or organisation;

	 	 	 
	 	(viii) 	
      "Kingdom of the Netherlands" refers to the Kingdom
      of the Netherlands, being the geaographical part of the Kingdom of the
      Netherlands located in Europe but excluding, for the avoidance of doubt,
      any overseas nations forming part of the Kingdom of the Netherlands (such
      as Aruba, Curacao and St. Maarten) and any overseas special public bodies
      of the Kingdom of the Netherlands, (such as Saba, St. Eustacius and
      Bonaire);

	 	 	 
	 	(ix) 	
      "owned or controlled" in respect of any relevant
      entity and for the purposes of Clause 25.21 (Economic Sanctions Law and
      Economic Sanctions Law Compliance in respect of Sunopta Inc.), means
      that such entity has the ability to take the actions specified in
      paragraphs (a) and (b) of the definition of "Change of Control" whereby
      "Sunopta Inc." in such definition is deemed to be replaced by the relevant
      entity and "the Company or Cooperatie Sunopta U.A." or "Cooperatie Sunopta
      U.A." is deemed to be replaced by Sunopta Inc.

	 	 	 
	 	(x) 	
      a provision of law is a reference to that provision as
      amended or re-enacted; and

	 	 	 
	 	(xi) 	
      a time of day is a reference to Amsterdam
  time.




	 	(b) 	
      Section, clause and schedule headings are for ease of
      reference only.

	 	 	 
	 	(c) 	
      Unless a contrary indication appears, a term used in any
      other Finance Document or in any notice given under or in connection with
      any Finance Document has the same meaning in that Finance Document or
      notice as in this Agreement.

	 	 	 
	 	(d) 	
      A Borrower providing "cash cover" for a Letter of Credit
      or a Pre-settlement Facility means a Borrower paying an amount in the
      currency of that Letter of Credit or, as the case may be, Pre-settlement
      Facility to an interest-bearing account in the name of that Borrower and
      the following conditions being met:




	 	(i) 	
      the account is with the relevant Lender;

	 	 	 
	 	(ii) 	
      until no amount is or may be outstanding under that
      Letter of Credit or Pre- settlement Facility, withdrawals from the account
      may only be made to pay a Finance Party amounts due and payable to it
      under this Agreement in respect of that Letter of Credit or Pre-settlement
      Facility; and




	26 







	 	(iii) 	
      that Borrower has executed a security document over that
      account, in form and substance satisfactory to the Lender with which that
      account is held, creating a first ranking security interest over that
      account.




	 	(e) 	
      A Default (other than an Event of Default) is
      "continuing" if it has not been remedied or waived
and:




	 	(i) 	
      an Event of Default arising as a result of a failure to
      comply with clause 22 (INFORMATION UNDERTAKINGS) or clause 23
      (Financial Covenants) is "continuing" if it has not been waived;
      and

	 	 	 
	 	(ii) 	
      any other Event of Default is "continuing" if it has not
      been remedied or waived.




	 	(f) 	
      A Borrower "repaying" or "prepaying" a Letter of Credit
      or Pre-settlement Facility Outstandings means:




	 	(i) 	
      that Borrower providing cash cover for that Letter of
      Credit or in respect of those Pre-settlement Facility
  Outstandings;

	 	 	 
	 	(ii) 	
      the maximum amount payable under that Letter of Credit or
      Pre-settlement Facility being reduced in accordance with its terms;
    or

	 	 	 
	 	(iii) 	
      the relevant Lender being satisfied that it has no
      further liability under that Letter of Credit or Pre-settlement
      Facility,



and the amount by which a Letter of
Credit is, or Pre-settlement Facility Outstandings are, repaid or prepaid under
paragraphs 1.2(f)(i) and (ii) above is the amount of the relevant cash cover or
reduction. 

	 	(g) 	
      A Utilisation made or to be made by a Borrower includes a
      Letter of Credit issued on its behalf.

	 	 	 
	 	(h) 	
      Amounts outstanding under this Agreement include amounts
      outstanding under or in respect of any Letter of Credit.

	 	 	 
	 	(i) 	
      An outstanding amount of a Letter of Credit at any time
      is the maximum amount that is or may be payable by a Borrower in respect
      of that Letter of Credit at that time.

	 	 	 
	 	(j) 	
      An amount borrowed includes any amount utilised by way of
      Letter of Credit or under a Sub-Facility or a Pre-settlement
    Facility.

	 	 	 
	 	(k) 	
      The Interest Period of a Letter of Credit will be
      construed as a reference to the Term of that Letter of
  Credit.




	1.3 	
      Dutch terms



In this Agreement, where it relates to
a Dutch entity, a reference to: 

	 	(a) 	
      a necessary action to authorise, where applicable,
      includes without limitation:




	 	(i) 	
      any action required to comply with the Dutch Works
      Councils Act (Wet op de ondernemingsraden);
and




	27 







	 	(ii) 	
      obtaining unconditional positive advice (advies)
      from each competent works council;




	 	(b) 	
      a winding up, administration or dissolution includes a
      Dutch entity being:




	 	(i) 	
      declared bankrupt (failliet verklaard);

	 	 	 
	 	(ii) 	
      dissolved (ontbonden);




	 	(c) 	
      a moratorium includes surseance van betaling;

	 	 	 
	 	(d) 	
      a trustee in bankruptcy includes a curator;

	 	 	 
	 	(e) 	
      an administrator includes a bewindvoerder;

	 	 	 
	 	(f) 	
      a receiver or an administrative receiver does not include
      a curator or bewindvoerder; and

	 	 	 
	 	(g) 	
      an attachment includes a
beslag.




	1.4 	
      Currency Symbols and
Definitions



"EUR" and "euro" denote
the single currency unit of the Participating Member States. "USD", "$" and
"dollars" denote the lawful currency of the United States of America and "V,
"GBP" and "sterling" denote the lawful currency of the United Kingdom. "Swiss
francs", "francs" denote the lawful currency of Switzerland. 

	28 







	SECTION 2 
	 
	THE FACILITIES 



	2. 	
      THE FACILITIES

	 	 
	2.1 	
      The Facilities




	 	(a) 	
      Subject to the terms of this
Agreement




	 	(i) 	
      the Facility 1A Lenders make available to the Borrowers
      an uncommitted multicurrency borrowing base secured working capital
      facility by way of (subject to paragraph (b) below) Loans, Overdrafts and
      Rolled in Instruments (which will be treated as Letters of Credit) in an
      amount equal to the Facility 1A Participation of that Lender ("Facility
      1A");

	 	 	 
	 	(ii) 	
      the Facility 1B Lender makes available to the Borrowers
      an uncommitted multicurrency borrowing base secured working capital
      facility by way of Loans, Overdrafts and Letters of Credit in an amount
      equal to the Facility 1B Participation of that Lender ("Facility
      1B");

	 	 	 
	 	(iii) 	
      the Facility 2 Lender makes available to the Dutch
      Borrowers an uncommitted secured multicurrency pre-settlement facility in
      an amount equal to the Facility 2 Participation of the Facility 2 Lender
      ("Facility 2") which shall be available in the form of deemed or
      contingent obligo resulting from foreign exchange forward contracts. The
      deemed or contingent liability under such contracts will be determined by
      the Facility 2 Lender with a weighting factor to its discretion and
      depending on tenor and currency;

	 	 	 
	 	(iv) 	
      the Facility 3 Lender makes available to the Borrowers an
      uncommitted secured commodity hedging facility in an amount equal to the
      Facility 3 Participation of the Facility 3 Lender ("Facility 3")
      which shall be available for the purposes of (i) facilitating OTC
      derivatives (on the basis of the 2002 Master Agreement) enabling the
      Borrowers to hedge their commodity price risk on coffee, cocoa and sugar
      (which form part of the Borrowing Base in respect of which a Utilisation
      Request for a Loan or Letter of Credit can be made available under
      Facility 1) with a maximum hedge tenor of twelve months, and (ii) swapping
      any of their futures contracts which have been concluded with Saxo Bank in
      respect of coffee, cocoa and sugar (which form part of the Borrowing Base
      in respect of which a Utilisation Request for a Loan or Letter of Credit
      can be made under Facility 1).




	 	(b) 	
      Part of Facility 1A may be made available by the
      Guarantee Facility Lender in the form of of the issuance of non-trade
      related guarantees in a maximum aggregate amount of EUR 175,000 (the
      "Guarantee Facility"), as specified in more detail in clause 5.8
      (Overdraft Facilities and the Guarantee
Facility).




	2.2 	
      Finance Parties' rights and
  obligations




	 	(a) 	
      The obligations of each Finance Party under the Finance
      Documents are several. Failure by a Finance Party to perform its
      obligations under the Finance Documents does not affect the obligations of
      any other Party under the Finance Documents. No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.




	29 







	 	(b) 	
      The rights of each Finance Party under or in connection
      with the Finance Documents are separate and independent rights and any
      debt arising under the Finance Documents to a Finance Party from an
      Obligor shall be a separate and independent debt.

	 	 	 
	 	(c) 	
      A Finance Party may, except as otherwise stated in the
      Finance Documents, separately enforce its rights under the Finance
      Documents.




	(b) 	
      Obligors' Agent




	 	(a) 	
      Each Obligor (other than the Company) by its execution of
      this Agreement or an Accession Letter irrevocably appoints the Company
      (acting through one or more authorised signatories) to act on its behalf
      as its agent in relation to the Finance Documents and irrevocably
      authorises:




	 	(i) 	
      the Company on its behalf to supply all information
      concerning itself contemplated by this Agreement to the Finance Parties
      and to give all notices and instructions (including, in the case of a
      Borrower, Utilisation Requests), to execute on its behalf any Accession
      Letter, to make such agreements and to effect the relevant amendments,
      supplements and variations capable of being given, made or effected by any
      Obligor notwithstanding that they may affect the Obligor, without further
      reference to or the consent of that Obligor; and

	 	 	 
	 	(ii) 	
      each Finance Party to give any notice, demand or other
      communication to that Obligor pursuant to the Finance Documents to the
      Company,



and in each case the Obligor shall be
bound as though the Obligor itself had given the notices and instructions
(including, without limitation, any Utilisation Requests) or executed or made
the agreements or effected the amendments, supplements or variations, or
received the relevant notice, demand or other communication. 

	 	(b) 	
      Every act, omission, agreement, undertaking, settlement,
      waiver, amendment, supplement, variation, notice or other communication
      given or made by the Company or given to the Company under any Finance
      Document on behalf of another Obligor or in connection with any Finance
      Document (whether or not known to any other Obligor and whether occurring
      before or after such other Obligor became an Obligor under any Finance
      Document) shall be binding for all purposes on that Obligor as if that
      Obligor had expressly made, given or concurred with it. In the event of
      any conflict between any notices or other communications of the Company
      and any other Obligor, those of the Company shall
  prevail.




	3. 	
      PURPOSE

	 	 
	3.1 	
      Purpose

	 	 
		
      Each Borrower shall apply all amounts borrowed by it
      under the Facilities towards its Trade
Business.




	30 







	3.2 	
      Monitoring




	 	(a) 	
      The Borrower shall use its best efforts to ensure that
      utilisations under Facility 1 are allocated proportionately in accordance
      with the Lenders' respective Facility 1 Participation.

	 	 	 
	 	(b) 	
      No Finance Party is bound to monitor or verify the
      application of any amount borrowed pursuant to this
  Agreement.




	4. 	
      CONDITIONS OF UTILISATION

	 	 
	4.1 	
      Initial conditions precedent

	 	 
		
      Without prejudice to clause 4.2 (Uncommitted Facilities),
      no Borrower may deliver a Utilisation Request or otherwise utilise a
      Facility unless the Facility Agent has received all of the documents and
      other evidence listed in schedule 2 (Conditions Precedent) in form
      and substance satisfactory to the Facility Agent (acting reasonably). The
      Facility Agent shall notify the Company and the Lenders promptly upon
      being so satisfied.

	 	 
	4.2 	
      Uncommitted Facilities

	 	 
		
      The Facilities are made available until further notice
      (dagelijks opzegbaar). The availability of a Facility, including
      the making of a Loan, the issue or renewal of a Letter of Credit, the
      making available of a Utilisation by way of Overdraft and the making
      available of any Pre- settlement Facility, shall be entirely and solely at
      the discretion of the Lenders. Without prejudice to the uncommitted nature
      of the Facilities and to the preceding sentence, the availability of a
      Facility, including the making of a Loan, the issue or renewal of a Letter
      of Credit, the making available of a Facility 1 Utilisation by way of
      Overdraft and the making available of any Pre-settlement Facility, is in
      any event subject to the following conditions:




	 	(a) 	
      the Lenders shall be satisfied that no Default has
      occurred;

	 	 	 
	 	(b) 	
      the Facility Agent has not received a notice from any
      Obligor in accordance with clause 22.6 (Notification of
      default);

	 	 	 
	 	(c) 	
      the representations and warranties in clause 21
      (Representations) are true and accurate as of the date of the
      relevant Utilisation Request and on the proposed Utilisation Date, as if
      made on each such date with reference to the facts and circumstances then
      subsisting; and

	 	 	 
	 	(d) 	
      each Lender has received and found to be satisfactory to
      it in all respects, such further opinions, consents, agreements and
      documents in connection with the Finance Documents as it may request prior
      to the date of the relevant Utilisation Request and on the proposed
      Utilisation Date.




	4.3 	
      Conditions relating to Optional
  Currencies




	 	(a) 	
      A currency will constitute an Optional Currency in
      relation to a Facility 1 Utilisation if:




	 	(i) 	
      it is readily available in the amount required and freely
      convertible into the Base Currency in the Relevant Interbank Market on the
      Quotation Day and the Utilisation Date for that Utilisation;
  and




	31 







	 	(ii) 	
      it is USD, GBP, Canadian dollars or Swiss francs or has
      been approved by the relevant Facility 1 Lender on or prior to receipt by
      the Facility Agent of the relevant Utilisation Request for that
      Utilisation.




	 	(b) 	
      If a Lender has received a written request from the
      Company for a currency to be approved under paragraph (a)(ii) above, such
      Lender will confirm to the Company by the Specified
Time:




	 	(i) 	
      whether or not the relevant Lender has granted its
      approval; and

	 	 	 
	 	(ii) 	
      if approval has been granted, the minimum amount for any
      subsequent Utilisation in that currency.




	32 







	SECTION 3 
	 
	UTILISATION 



	5. 	
      UTILISATION - FACILITY 1

	 	 
	5.1 	
      Delivery of a Utilisation Request

	 	 
		
      A Borrower may utilise Facility 1, including the
      Guarantee Facility but not including any Overdraft Facility, by delivery
      to the relevant Facility 1 Lender a duly completed Utilisation Request not
      later than the Specified Time.

	 	 
	5.2 	
      Completion of a Utilisation
  Request




	 	(a) 	
      Each Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless:




	 	(i) 	
      it identifies whether the Utilisation should be by way of
      Loan, Letter of Credit or, if the Utilisation is under the Guarantee
      Facility, by way of a non- trade related guarantee issued by the Guarantee
      Facility Lender;

	 	 	 
	 	(ii) 	
      the currency and amount of the Utilisation comply with
      clause 5.3 (Currency and amount); and

	 	 	 
	 	(iii) 	
      in relation to a Loan, the proposed Interest Period
      complies with clause 13 (Interest Periods);

	 	 	 
	 	(iv) 	
      in relation to a Letter of
Credit:




	 	(A) 	
      the form of Letter of Credit is attached;

	 	 	 
	 	(B) 	
      the Term of the Letter of Credit is not more than 7
      Months and the maximum amount of the Letter of Credit to be provided under
      Facility 1B does not exceed EUR 5,000,000 (when aggregated with all other
      Letters of Credit provided by the relevant Facility 1 Lender under
      Facility 1B);

	 	 	 
	 	(C) 	
      to be provided under Facility 1B, the relevant Facility 1
      Lender has been provided with duly signed terms for the issue of such
      Letters of Credit which are not inconsistent with the provisions of this
      Agreement (whereby it is agreed that, in the event of any inconsistency
      with general terms and conditions, the corresponding provisions of this
      Agreement shall prevail);

	 	 	 
	 	(D) 	
      the delivery instructions for the Letter of Credit are
      specified;

	 	 	 
	 	(E) 	
      the identity of the beneficiary and the content of the
      Letter of Credit is approved by the Issuing Lender; and

	 	 	 
	 	(F) 	
      it contains a description of the underlying transaction
      relating to such Letter of Credit and such other information as may be
      required by any Facility 1 Lender or the Facility
Agent.




	 	(b) 	
      Only one Utilisation may be requested in each Utilisation
      Request.




	33 







	5.3 	
      Currency and amount




	 	(a) 	
      The currency specified in a Utilisation Request must be
      the Base Currency or an Optional Currency.

	 	 	 
	 	(b) 	
      The amount of any proposed Loan or Letter of Credit must
      be:




	 	(i) 	
      in the case of a Loan, if the currency selected is the
      Base Currency, a minimum of EUR 1,000,000 or if less, the Available
      Participation for the relevant Facility 1 Lender; or

	 	 	 
	 	(ii) 	
      in the case of a Loan, if the currency selected is an
      Optional Currency, such minimum amount as may be specified by the relevant
      Facility 1 Lender from time to time (which in the case of US dollars is
      USD 1,000,000, sterling is GBP 1,000,000, Canadian dollars is CAD
      1,000,000 and. Swiss francs is CHF 1,000,000) or if less, the Available
      Participation for the relevant Facility 1 Lender; or

	 	 	 
	 	(iii) 	
      in any event, an amount which is less than or equal to
      the lesser of:




	 	(A) 	
      the Available Participation for the relevant Facility 1
      Lender; and

	 	 	 
	 	(B) 	
      the Borrowing Base less all Outstandings under Facility 1
      which are not due to be repaid on or before the proposed Utilisation Date
      for the proposed Utilisation.




	5.4 	
      Rolled In Instruments




	 	(a) 	
      No Utilisation Request is required with respect to any
      Rolled In Instrument.

	 	 	 
	 	(b) 	
      A Rolled In Instrument will be deemed to have been issued
      by ING Bank N.V. under Facility 1A.

	 	 	 
	 	(c) 	
      The provisions of this Agreement shall apply to each
      Rolled In Instrument as if it were a Letter of Credit issued under this
      Agreement.




	5.5 	
      Facility 1 Lenders' participation

	 	 
		
      In determining the amount of the Available Participation
      for Facility 1 for the purposes of this Agreement, the Available
      Participation of a Facility 1 Lender will be calculated ignoring any cash
      cover provided for outstanding Letters of Credit.

	 	 
	5.6 	
      Renewal of a Letter of
Credit




	 	(a) 	
      A Borrower may request that any Letter of Credit issued
      on its behalf be renewed by delivery to the relevant Facility 1 Lender of
      a Renewal Request by the Specified Time.

	 	 	 
	 	(b) 	
      The Finance Parties shall treat any Renewal Request in
      the same way as a Utilisation Request for a Letter of Credit except that
      the conditions set out in clause 5.2(a)(iv)(B), (C) and (E) (Completion
      of a Utilisation Request) shall not apply.




	34 







	 	(c) 	
      The terms of each renewed Letter of Credit shall be the
      same as those of the relevant Letter of Credit immediately prior to its
      renewal, except that:




	 	(i) 	
      its amount may be less than the amount of the Letter of
      Credit immediately prior to its renewal; and

	 	 	 
	 	(ii) 	
      its Term shall start on the date which was the Expiry
      Date of the Letter of Credit immediately prior to its renewal, and shall
      end on the proposed Expiry Date specified in the Renewal
  Request.




	 	(d) 	
      If the conditions set out in this Agreement have been
      met, the relevant Facility 1 Lender shall (without prejudice to the
      uncommitted nature of the Facilities) amend and re-issue any Letter of
      Credit pursuant to a Renewal Request.




	5.7 	
      Revaluation of Letters of Credit

	 	 
		
      If any Letter of Credit is denominated in an Optional
      Currency, the Facility Agent shall on each date it receives a Borrowing
      Base Certificate, recalculate the Base Currency Amount of that Letter of
      Credit by notionally converting into the Base Currency the outstanding
      amount of that Letter of Credit on the basis of the Facility Agent's Spot
      Rate of Exchange on the date of calculation.

	 	 
	5.8 	
      Overdraft Facilities and the Guarantee
    Facility




	 	(a) 	
      Each Facility 1 Lender may provide all or part of its
      Facility 1 Participation by way of:




	 	(i) 	
      an Overdraft Facility; and/or

	 	 	 
	 	(ii) 	
      in the case of the Guarantee Facility Lender, the
      Guarantee Facility in each case in place of all or part of that Facility 1
      Lender's unutilised Facility 1 Participation (which shall (except for the
      purpose of determining the Majority Lenders) be reduced by the amount of
      the relevant Sub-Facility Maximum Amount of that Facility 1
  Lender).




	 	(b) 	
      An Overdraft Facility (other than the Guarantee Facility
      and the Existing Overdraft Facilities) shall only be made available if by
      no later than 5 Business Days prior to the commencement date for that
      Sub-Facility, the Facility Agent has received from the
  Company:




	 	(i) 	
      a notice in writing requesting the establishment of the
      relevant Sub-Facility and specifying:




	 	(A) 	
      the proposed Borrower(s) which may use the
      Sub-Facility;

	 	 	 
	 	(B) 	
      the proposed commencement date of the
  Sub-Facility;

	 	 	 
	 	(C) 	
      the proposed Facility 1 Lender of that
    Sub-Facility;




	35 







	 	(D) 	
      the maximum amount of that Sub-Facility and, in the case
      of an Overdraft Facility, if it comprises more than one account, its
      maximum gross amount (that amount being the "Designated Gross
      Amount") and its maximum net amount (that amount being the "Designated
      Net Amount"); and

	 	 	 
	 	(E) 	
      the proposed currency of the Sub-Facility;
  and




	 	(ii) 	
      any other information which the Facility Agent may
      reasonably request in connection with the
Sub-Facility.




	 	(c) 	
      Each of the Existing Overdraft Facilities and the
      Guarantee Facility shall be treated as a Sub-Facility under Facility 1
      automatically upon the Facility Agent giving notification to the Company
      and the Lenders under clause 4.1 (Initial conditions precedent).
      The Lenders who provided the relevant Existing Overdraft Facilities or who
      have had the participation of lenders who initially granted the Existing
      Overdraft Facilities transferred to them shall be treated as Lenders under
      this Agreement for purposes of the Existing Overdraft Facilities which are
      treated as Sub-Facilities under Facility 1 as envisaged in the previous
      sentence.

	 	 	 
	 	(d) 	
      No notice or other information as referred to in
      paragraph (b) above shall be required with respect to the Guarantee
      Facility and the Existing Overdraft Facilities.

	 	 	 
	 	(e) 	
      The provisions of this Agreement shall apply to the
      Guarantee Facility and the Existing Overdraft Facilities as if they were
      provided under this Agreement.

	 	 	 
	 	(f) 	
      The Facility Agent shall promptly notify the Company and
      the other Lenders in writing of the establishment of a
  Sub-Facility.

	 	 	 
	 	(g) 	
      Subject to compliance with paragraph (b) above, a
      Sub-Facility will be available with effect from the date agreed by the
      Company and the relevant Facility 1 Lender.

	 	 	 
	 	(h) 	
      A Borrower may make withdrawals from the Overdraft
      Accounts in respect of an Overdraft Facility at any time.

	 	 	 
	 	(i) 	
      A Facility 1 Lender shall be entitled to withdraw and
      cancel any Overdraft Facility at any time or refuse to allow an Overdraft
      at any time.

	 	 	 
	 	(j) 	
      The Guarantee Facility shall cease to be available on the
      Final Maturity Date or such earlier date on which its expiry date occurs
      or on which it is cancelled in accordance with the terms of this
      Agreement.

	 	 	 
	 	(k) 	
      If a Sub-Facility expires or is terminated or is
      cancelled the relevant Sub-Facility Maximum Amount of the relevant
      Facility 1 Lender shall be reduced to zero (and its Facility 1
      Participation shall be increased accordingly).

	 	 	 
	 	(l) 	
      Each Borrower and each Facility 1 Lender agrees with and
      for the benefit of each other Lender that the Outstandings under any
      Sub-Facility provided by that Facility 1 Lender shall not exceed the
      Sub-Facility Maximum Amount applicable to that Sub- Facility and where the
      Sub-Facility is an overdraft facility comprising more than one account,
      Outstandings under that Sub-Facility shall not exceed the Designated Net
      Amount in respect of that Sub-Facility.




	36 







	5.9 	
      Adjustment for Sub-Facilities upon
    acceleration




	 	(a) 	
      In this clause 5.9:




	 	(i) 	
      "Facility 1 Outstandings" means, in relation to a
      Facility 1 Lender, the aggregate of the equivalent in the Base Currency of
      (i) its participation in each Loan or Letter of Credit then outstanding,
      and (ii) if the Facility 1 Lender is also a provider of a Sub-Facility,
      the Outstandings in respect of Sub-Facilities provided by that Facility 1
      Lender (together with the aggregate amount of all accrued interest, fees
      and commission owed to it as a Facility 1 Lender in respect of the
      Sub-Facility) provided that no account shall be taken of any Outstandings
      under the Guarantee Facility; and

	 	 	 
	 	(ii) 	
      "Total Facility 1 Outstandings" means the
      aggregate of all Facility 1 Outstandings.




	 	(b) 	
      If a notice is served under clause 25.22 (Facilities
      uncommitted and on demand) (other than a notice declaring Utilisations
      to be due on demand), each Facility 1 Lender shall adjust by corresponding
      transfers (to the extent necessary) their claims in respect of amounts
      outstanding to them under Facility 1 to ensure that after such transfers
      the Facility 1 Outstandings of each Facility 1 Lender bear the same
      proportion to the Total Facility 1 Outstandings as such Facility 1
      Lender's Facility 1 Participation (after deducting the Guarantee Facility
      Maximum Amount in relation to the Guarantee Facility Lender) bears to the
      Facility 1 Maximum Amount (after deducting the Guarantee Facility Maximum
      Amount), each as at the date the notice is served under clause 25.22
      (Facilities uncommitted and on demand).

	 	 	 
	 	(c) 	
      If an amount outstanding under Facility 1 is a contingent
      liability and that contingent liability becomes an actual liability or is
      reduced to zero after the original adjustment is made under paragraph (b)
      above, then each Facility 1 Lender will make a further adjustment by
      corresponding transfers (to the extent necessary) to put themselves in the
      position they would have been in had the original adjustment been
      determined by reference to the actual liability or, as the case may be,
      zero liability and not the contingent liability.

	 	 	 
	 	(d) 	
      Prior to the application of the provisions of paragraph
      (b) of this clause 5.9, a Facility 1 Lender that has provided an overdraft
      comprising more than one account under an Overdraft Facility shall set-off
      any liabilities owing to it under such overdraft facility against credit
      balances on any account comprised in such overdraft facility.

	 	 	 
	 	(e) 	
      All calculations to be made pursuant to this clause 5.9
      shall be made by the Facility Agent based upon information provided to it
      by the Facility 1 Lenders.

	 	 	 
	 	(f) 	
      Each Borrower and each Facility 1 Lender shall, as soon
      as practicable upon request by the Facility Agent, supply the Facility
      Agent with any information relating to any Facility 1 as the Facility
      Agent may reasonably request from time to time. Each Borrower consents to
      all such information being released to the Facility Agent and the other
      Finance Parties.

	 	 	 
	 	(g) 	
      Notwithstanding any other term of this Agreement each
      Facility 1 Lender shall ensure that at all times its Facility 1
      Participation is not less than the aggregate of the Sub- Facility Maximum
      Amounts of the Sub-Facilities provided by it at such
  times.




	37 







	6. 	
      UTILISATION - FACILITY 2

	 	 
	6.1 	
      Availability of Facility
2




	 	(a) 	
      Each Facility 2 Lender shall provide its Facility 2
      Participation on a bilateral basis under a Pre-settlement
  Facility.

	 	 	 
	 	(b) 	
      A Pre-settlement Facility shall only be made available if
      by no later than 5 Business Days prior to the commencement date for that
      Pre-settlement Facility, the Facility Agent has received from the
      Company:




	 	(i) 	
      a notice in writing requesting the establishment of that
      Pre-settlement Facility and specifying:




	 	(A) 	
      the proposed Dutch Borrower(s) which may use that
      Pre-settlement Facility;

	 	 	 
	 	(B) 	
      the proposed commencement date and expiry date of the
      Pre- settlement Facility;

	 	 	 
	 	(C) 	
      the proposed Facility 2 Lender;

	 	 	 
	 	(D) 	
      the proposed maximum amount of the Pre-settlement
      Facility; and

	 	 	 
	 	(E) 	
      the proposed currency of the Pre-settlement
    Facility;




	 	(ii) 	
      a copy of the proposed Pre-settlement Facility Document;
      and

	 	 	 
	 	(iii) 	
      any other information which the Facility Agent may
      reasonably request in connection with the Pre-settlement
  Facility.



The Facility Agent shall promptly
notify the Company and the Lenders of the establishment of a Pre-settlement
Facility. 

	 	(c) 	
      No amendment or waiver of a term of any Pre-settlement
      Facility shall require the consent of any Finance Party other than the
      relevant Facility 2 Lender unless such amendment or waiver itself relates
      to or gives rise to a matter which would require an amendment of or under
      this Agreement (including, for the avoidance of doubt, under this clause).
      In such a case, the provisions of this Agreement with regard to amendments
      and waivers will apply.

	 	 	 
	 	(d) 	
      Subject to compliance with paragraph (b) above, the
      Pre-settlement Facility will be available with effect from the date agreed
      by the Company and the relevant Facility 2
Lender.




	6.2 	
      Terms of Pre-settlement
  Facilities




	 	(a) 	
      Except as provided below, the terms of any Pre-settlement
      Facility will be those agreed by the relevant Facility 2 Lender and the
      Company.

	 	 	 
	 	(b) 	
      However, those terms:




	 	(i) 	
      must be based upon normal commercial terms at that time
      (except as varied by this Agreement);




	38 







	 	(ii) 	
      may allow only Dutch Borrowers to use the Pre-settlement
      Facility;

	 	 	 
	 	(iii) 	
      may not allow the Pre-settlement Facility Outstandings to
      exceed the Facility 2 Maximum Amount;

	 	 	 
	 	(iv) 	
      may not allow the Pre-settlement Facility Maximum Amount
      of a Facility 2 Lender to exceed the Facility 2 Participation of that
      Lender; and

	 	 	 
	 	(v) 	
      must require that the Pre-settlement Facility Maximum
      Amount is reduced to zero, and that all Pre-settlement Facility
      Outstandings are repaid (or cash cover provided in respect of all the
      Pre-settlement Facility Outstandings) not later than the Final Maturity
      Date (or such earlier date as the Facility 2 Participation of the relevant
      Facility 2 Lender is reduced to zero).




	 	(c) 	
      If there is any inconsistency between any term of a
      Pre-settlement Facility and any term of this Agreement, this Agreement
      shall prevail except for (i) clause 36.3 (Day count convention)
      which shall not prevail for the purposes of calculating fees, interest or
      commission relating to a Pre-settlement Facility and (ii) a Pre-settlement
      Facility comprising more than one account where the terms of the
      Pre-settlement Facility Documents shall prevail.

	 	 	 
	 	(d) 	
      Interest, commission and fees on Pre-settlement
      Facilities are dealt with in clause 14.4.




	6.3 	
      Pre-settlement Facility Outstandings

	 	 
		
      Each Dutch Borrower and each Facility 2 Lender agree with
      and for the benefit of each other Lender that the Pre-settlement Facility
      Outstandings under any Pre-settlement Facility provided by that Facility 2
      Lender shall not exceed the Facility 2 Participation of that Facility 2
      Lender.

	 	 
	6.4 	
      Adjustment for Pre-settlement Facilities upon
      acceleration




	 	(a) 	
      In this clause 6.4:




	 	(i) 	
      "Facility 2 Outstandings" means, in relation to a
      Facility 2 Lender, the Pre- settlement Facility Outstandings in respect of
      Pre-settlement Facilities provided by that Facility 2 Lender (together
      with the aggregate amount of all accrued interest, fees and commission
      owed to it as a Facility 2 Lender in respect of the Pre-settlement
      Facility).

	 	 	 
	 	(ii) 	
      "Total Facility 2 Outstandings" means the
      aggregate of all Facility 2 Outstandings.




	 	(b) 	
      If a notice is served under clause 25.22(b) (other than a
      notice declaring Utilisations to be due on demand), each Facility 2 Lender
      shall adjust by corresponding transfers (to the extent necessary) their
      claims in respect of amounts outstanding to them under each Pre-settlement
      Facility to ensure that after such transfers the Facility 2 Outstandings
      of each Facility 2 Lender bear the same proportion to the Total Facility
      2 Outstandings as such Facility 2 Lender's Facility 2 Participation
      bears to the Facility 2 Maximum Amount, each as at the date the notice is
      served under clause 25.22(b).

	 		
	 	(c) 	
      If an amount outstanding under a Pre-settlement Facility
      is a contingent liability and that contingent liability becomes an actual
      liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then
each Facility 2 Lender will make a further adjustment by corresponding transfers
(to the extent necessary) to put themselves in the position they would have been
in had the original adjustment been determined by reference to the actual
liability or, as the case may be, zero liability and not the contingent
liability.




	39 







	 	(d) 	
      All calculations to be made pursuant to this clause 6.4
      shall be made by the Facility Agent based upon information provided to it
      by the Facility 2 Lenders.




	6.5 	
      Information

	 	 
		
      Each Borrower and each Facility 2 Lender shall, as soon
      as practicable upon request by the Facility Agent, supply the Facility
      Agent with any information relating to any Pre-settlement Facility as the
      Facility Agent may reasonably request from time to time. Each Borrower
      consents to all such information being released to the Facility Agent and
      the other Finance Parties.

	 	 
	6.6 	
      Commitment Amounts

	 	 
		
      Notwithstanding any other term of this Agreement each
      Facility 2 Lender shall ensure that at all times its Facility 2
      Participation is not less than the aggregate of its Pre-settlement Maximum
      Amounts.

	 	 
	7. 	
      UTILISATION - FACILITY 3

	 	 
	7.1 	
      Availability of Facility
3




	 	(a) 	
      Each Facility 3 Lender shall provide its Facility 3
      Participation on a bilateral basis under a Commodity Hedging
    Facility.

	 	 	 
	 	(b) 	
      A Commodity Hedging Facility shall only be made available
      if by no later than 5 Business Days prior to the commencement date for
      that Commodity Hedging Facility, the Facility Agent has received from the
      Company:




	 	(i) 	
      a notice in writing requesting the establishment of that
      Commodity Hedging Facility and specifying:




	 	(A) 	
      the proposed Borrower(s) which may use that Commodity
      Hedging Facility;

	 	 	 
	 	(B) 	
      the proposed commencement date and expiry date of the
      Commodity Hedging Facility;

	 	 	 
	 	(C) 	
      the proposed Facility 3 Lender;

	 	 	 
	 	(D) 	
      the proposed maximum amount of the Commodity Hedging
      Facility; and

	 	 	 
	 	(E) 	
      the proposed currency of the Commodity Hedging
      Facility;




	 	(ii) 	
      a copy of the proposed Commodity Hedging Facility
      Document; and

	 	 	 
	 	(iii) 	
      any other information which the Facility Agent may
      reasonably request in connection with the Commodity Hedging
    Facility.




	40 






The Facility Agent shall promptly notify the Company and the
Lenders of the establishment of a Commodity Hedging Facility. 

	 	(c) 	
      No amendment or waiver of a term of any Commodity Hedging
      Facility shall require the consent of any Finance Party other than the
      relevant Facility 3 Lender unless such amendment or waiver itself relates
      to or gives rise to a matter which would require an amendment of or under
      this Agreement (including, for the avoidance of doubt, under this clause).
      In such a case, the provisions of this Agreement with regard to amendments
      and waivers will apply.

	 	 	 
	 	(d) 	
      Subject to compliance with paragraph (b) above, the
      Commodity Hedging Facility will be available with effect from the date
      agreed by the Company and the relevant Facility 3
Lender.




	7.2 	
      Terms of Commodity Hedging
  Facilities




	 	(a) 	
      Except as provided below, the terms of any Commodity
      Hedging Facility will be those agreed by the relevant Facility 3 Lender
      and the Company.

	 	 	 
	 	(b) 	
      However, those terms:




	 	(i) 	
      must be based upon normal commercial terms at that time
      (except as varied by this Agreement);

	 	 	 
	 	(ii) 	
      may allow only Borrowers to use the Commodity Hedging
      Facility for the purpose specified in clause 2.1 (The
      Facilities);

	 	 	 
	 	(iii) 	
      may not allow the Commodity Hedging Facility Outstandings
      to exceed the Facility 3 Maximum Amount;

	 	 	 
	 	(iv) 	
      may not allow the Commodity Hedging Facility Maximum
      Amount of a Facility 3 Lender to exceed the Facility 3 Participation of
      that Lender; and

	 	 	 
	 	(v) 	
      must require that the Commodity Hedging Facility Maximum
      Amount is reduced to zero, and that all Commodity Hedging Facility
      Outstandings are repaid (or cash cover provided in respect of all the
      Commodity Hedging Facility Outstandings) not later than the Final Maturity
      Date (or such earlier date as the Facility 3 Participation of the relevant
      Facility 3 Lender is reduced to zero).




	 	(c) 	
      If there is any inconsistency between any term of a
      Commodity Hedging Facility and any term of this Agreement, this Agreement
      shall prevail except for (i) clause 36.3 (Day count convention)
      which shall not prevail for the purposes of calculating fees, interest or
      commission relating to a Commodity Hedging Facility and (ii) a Commodity
      Hedging Facility comprising more than one account where the terms of the
      Commodity Hedging Facility Documents shall prevail.

	 	 	 
	 	(d) 	
      Interest, commission and fees on Commodity Hedging
      Facilities are dealt with in the relevant Commodity Hedging Facility
      Document).

	 	 	 
	 	(e) 	
      Without detracting from the generality of the purpose of
      Facility 3 as specified in Clause 2.1(a)(iv) (The Facilities), in
      the event that (i) the margin calls in respect of futures contracts
      concluded by an Borrower with Saxo Bank exceed EUR 1,000,000, such
      Borrower shall (to the extent of the excess only) make use of Facility 3
      in order to swap such futures contracts for OTC derivatives under
Facility 3 and (ii) a positive value ensues in respect of any futures contracts
concluded by a Borrower with Saxo Bank, the Company shall procure that such
Borrower shall (on a continuing basis, within three Business Days after such
positive balance so ensues) transfer such positive value to a bank account held
with the Facility Agent in respect of which Security has been established
pursuant to a Security Document.




	41 







	7.3 	
      Commodity Hedging Facility Outstandings

	 	 
		
      Each Borrower and each Facility 3 Lender agree with and
      for the benefit of each other Lender that the Commodity Hedging Facility
      Outstandings under any Commodity Hedging Facility provided by that
      Facility 3 Lender shall not exceed the Facility 3 Participation of that
      Facility 3 Lender.

	 	 
	7.4 	
      Adjustment for Commodity Hedging Facilities upon
      acceleration




	 	(a) 	
      In this clause 7.4:




	 	(i) 	
      "Facility 3 Outstandings" means, in relation to a
      Facility 3 Lender, the Commodity Hedging Facility Outstandings in respect
      of Commodity Hedging Facilities provided by that Facility 3 Lender
      (together with the aggregate amount of all accrued interest, fees and
      commission owed to it as a Facility 3 Lender in respect of the Commodity
      Hedging Facility).

	 	 	 
	 	(ii) 	
      "Total Facility 3 Outstandings" means the
      aggregate of all Facility 3 Outstandings.




	 	(b) 	
      If a notice is served under clause 25.22(b) (other than a
      notice declaring Utilisations to be due on demand), each Facility 3 Lender
      shall adjust by corresponding transfers (to the extent necessary) their
      claims in respect of amounts outstanding to them under each Commodity
      Hedging Facility to ensure that after such transfers the Facility 3
      Outstandings of each Facility 3 Lender bear the same proportion to the
      Total Facility 3 Outstandings as such Facility 3 Lender's Facility 3
      Participation bears to the Facility 3 Maximum Amount, each as at the date
      the notice is served under clause 25.22(b).

	 		
	 	(c) 	
      If an amount outstanding under a Commodity Hedging
      Facility is a contingent liability and that contingent liability becomes
      an actual liability or is reduced to zero after the original adjustment is
      made under paragraph (a) above, then each Facility 3 Lender will make a
      further adjustment by corresponding transfers (to the extent necessary) to
      put themselves in the position they would have been in had the original
      adjustment been determined by reference to the actual liability or, as the
      case may be, zero liability and not the contingent liability.

	 	 	 
	 	(d) 	
      All calculations to be made pursuant to this clause 7.4
      shall be made by the Facility Agent based upon information provided to it
      by the Facility 3 Lenders.




	7.5 	
      Information

	 	 
		
      Each Borrower and each Facility 3 Lender shall, as soon
      as practicable upon request by the Facility Agent, supply the Facility
      Agent with any information relating to any Commodity Hedging Facility as
      the Facility Agent may reasonably request from time to time. Each Borrower
      consents to all such information being released to the Facility Agent and
      the other Finance Parties.




	42 







	7.6 	
      Commitment Amounts

	 	 
		
      Notwithstanding any other term of this Agreement each
      Facility 3 Lender shall ensure that at all times its Facility 3
      Participation is not less than the aggregate of its Commodity Hedging
      Facility Maximum Amounts.

	 	 
	8. 	
      LETTERS OF CREDIT

	 	 
	8.1 	
      Immediately payable

	 	 
		
      If a Letter of Credit or any amount outstanding under a
      Letter of Credit becomes payable and no claim (as defined in paragraph (a)
      of clause 8.3 (Claims under a Letter of Credit)) has been made in
      respect of that Letter of Credit or amount outstanding under that Letter
      of Credit, the Borrower that requested the issue of that Letter of Credit
      shall repay or prepay that amount immediately.

	 	 
	8.2 	
      Fees payable in respect of Letters of
  Credit




	 	(a) 	
      The fees payable in respect of Letters of Credit as well
      as the dates of payment of such fees shall be agreed separately between
      the relevant Borrower and each relevant Issuing Lender.

	 	 	 
	 	(b) 	
      If a Borrower cash covers any part of a Letter of Credit
      then the Letter of Credit fee payable for the account of the relevant
      Issuing Lender shall continue to be payable until the expiry of the Letter
      of Credit.




	8.3 	
      Claims under a Letter of
Credit




	 	(a) 	
      Each Borrower irrevocably and unconditionally authorises
      each Issuing Lender to pay any claim made or purported to be made under a
      Letter of Credit requested by it and which appears on its face to be in
      order (a "claim").

	 	 	 
	 	(b) 	
      Each Borrower which requested a Letter of Credit shall
      immediately on demand pay to the relevant Issuing Lender an amount equal
      to the amount of any claim under that Letter of Credit.

	 	 	 
	 	(c) 	
      Each Borrower acknowledges that an Issuing
  Lender:




	 	(i) 	
      is not obliged to carry out any investigation or seek any
      confirmation from any other person before paying a claim; and

	 	 	 
	 	(ii) 	
      deals in documents only and will not be concerned with
      the legality of a claim or any underlying transaction or any available
      set-off, counterclaim or other defence of any
person.




	 	(d) 	
      The obligations of a Borrower under this clause will not
      be affected by:




	 	(i) 	
      the sufficiency, accuracy or genuineness of any claim or
      any other document; or

	 	 	 
	 	(ii) 	
      any incapacity of, or limitation on the powers of, any
      person signing a claim or other document.




	43 







	8.4 	
      Indemnities




	 	(a) 	
      Each Borrower shall immediately on demand indemnify each
      Issuing Lender against any cost, loss or liability incurred by that
      Issuing Lender (otherwise than by reason of the Issuing Lender's gross
      negligence or wilful misconduct) in acting as the Issuing Lender under any
      Letter of Credit requested by that Borrower.

	 	 	 
	 	(b) 	
      The obligations of any Borrower under this clause will
      not be affected by any act, omission, matter or thing which, but for this
      clause, would reduce, release or prejudice any of its obligations under
      this clause (without limitation and whether or not known to it or any
      other person) including:




	 	(i) 	
      any time, waiver or consent granted to, or composition
      with, any Obligor, any beneficiary under a Letter of Credit or any other
      person;

	 	 	 
	 	(ii) 	
      the release of any other Obligor or any other person
      under the terms of any composition or arrangement;

	 	 	 
	 	(iii) 	
      the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, take up or enforce, any
      rights against, or security over assets of, any Obligor, any beneficiary
      under a Letter of Credit or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any
  security;

	 	 	 
	 	(iv) 	
      any incapacity or lack of power, authority or legal
      personality of or dissolution or change in the members or status of an
      Obligor, any beneficiary under a Letter of Credit or any other
    person;

	 	 	 
	 	(v) 	
      any amendment (however fundamental) and whether or not
      more onerous) or replacement of a Finance Document, any Letter of Credit
      or any other document or security including, without limitation, any
      change in the purpose of, any extension of, or any increase in, any
      facility or the addition of any new facility under any Finance Document or
      other document;

	 	 	 
	 	(vi) 	
      any unenforceability, illegality or invalidity of any
      obligation of any person under any Finance Document, any Letter of Credit
      or any other document or security; or

	 	 	 
	 	(vii) 	
      any insolvency or similar
proceedings.




	8.5 	
      Rights of contribution

	 	 
		
      No Obligor will be entitled to any right of contribution
      or indemnity from any Finance Party in respect of any payment it may make
      under this clause 8.

	 	 
	9. 	
      BORROWING BASE

	 	 
	9.1 	
      Definitions

	 	 
		
      For the purposes of this clause 9 (Borrowing
      Base):

	 	 
		
      "Acceptable Insurer" means Atradius or any other
      insurer approved by the Security Agent.




	44 






"Borrowing Base" has the meaning
given to it in clause 9.2 (Calculation of the Borrowing Base). 

"Commodity" means any
agricultural commodity including, but not limited to frozen fruit and
vegetables, dried fruits, coffee/cocoa, cereals, rice, sugar, soya beans,
pulses, seeds, nuts and oils through bakery fats, fruit concentrates, dairy
products, seasonings, sweeteners. 

"Credit Insured Eligible
Receivable" means an Eligible Receivable which is insured pursuant to an
insurance policy provided that: 

	 	(a) 	
      the insurer thereunder is an Acceptable Insurer and such
      insurance policy is approved by the Security Agent (and for the avoidance
      of doubt, the insurance policy issued by Atradius (policy number 222702)
      is so approved);

	 	 	 
	 	(b) 	
      such insurance policy is the subject of first priority
      Security in favour of the Lenders pursuant to the Transaction Security
      (subject, in the case of any insurance policy issued by Atradius, to any
      Security in favour of Atradius arising under its general terms and
      conditions or under the terms of the relevant policy) and the Security
      Agent is appointed as loss payee thereunder; and

	 	 	 
	 	(c) 	
      the financing period of such Eligible Receivable
      according to such insurance policy has not
expired.



"Designated Warehouse" means
each warehouse: 

	 	(a) 	
      currently used by a Borrower as at the date hereof and
      specified in the Security Documents; or

	 	 	 
	 	(b) 	
      approved by the Security Agent; or

	 	 	 
	 	(c) 	
      where goods are stored with a value not exceeding EUR
      500,000 for a period not exceeding three months, provided that the
      Facility Agent has been informed of the location where such goods are
      stored,



in each case in the Kingdom of the
Netherlands, the United States of America or England or, with the prior consent
of the Facility 1 Lenders, any other OECD Country. 

"Eligible Inventory" means any
Commodity: 

	 	(a) 	
      which is confirmed by the Security Agent (acting on the
      instructions of the Majority Lenders) as being Eligible
  Inventory;

	 	 	 
	 	(b) 	
      to which a Borrower has full unencumbered
title;

	 	 	 
	 	(c) 	
      for which the purchase price has been fully and finally
      paid by the relevant Borrower; and

	 	 	 
	 	(d) 	
      which is the subject of first priority Security in favour
      of the Lenders pursuant to the Transaction
Security.



"Eligible Sold Inventory" means
Eligible Inventory in respect of which: 

	 	(a) 	
      a binding contract for sale has been entered into;
    or




	45 







	 	(b) 	
      the price has been hedged.



"Eligible Unsold Inventory"
means Eligible Inventory in respect of which no binding contract for sale has
been entered into and of which the price has not been hedged. 

"Eligible Receivable" means any
amount owed to a Borrower (including, for the avoidance of doubt but only after
the Canadian Condition Subsequent Date, under any SunOpta Open Account Eligible
Receivable) arising as a result of a sale of any Commodity provided that such
amount: 

	 	(a) 	
      is confirmed by the Security Agent (acting on the
      instructions of the Majority Lenders) as being an Eligible
    Receivable;

	 	 	 
	 	(b) 	
      which is the subject of first priority Security in favour
      of the Lenders pursuant to the Transaction Security;

	 	 	 
	 	(c) 	
      is not owing by debtors who possess rights of set-off or
      counterclaim or other similar rights against any member of the Group
      and/or Tradin Organics USA LLC actually exercisable against such
      receivable;

	 	 	 
	 	(d) 	
      is not an Intercompany Loan or Intercompany Business
      Trading Receivable;

	 	 	 
	 	(e) 	
      is not provisioned;

	 	 	 
	 	(f) 	
      is not unpaid for a period of more than 30 days (in the
      case of Credit Insured Eligible Receivables), 60 days (in case of SunOpta
      Open Account Eligible Receivables) or 15 days (otherwise) after their due
      date; and

	 	 	 
	 	(g) 	
      is due and payable within a period of 90 days from the
      relevant invoice date.



"Intercompany Loan or Intercompany
Business Trading Receivable" means any amounts owed to a Borrower by any
member of the Group which are not Credit Insured Eligible Receivables
(excluding, for the avoidance of doubt, any SunOpta Open Account Eligible
Receivables). 

"L/C Covered Eligible
Receivable" means an Eligible Receivable in respect of which a documentary
or standby letter of credit has been issued provided that: 

	 	(a) 	
      such letter of credit is:




	 	(i) 	
      issued or confirmed by a bank acceptable to the Security
      Agent (acting on the instruction of the Majority Lenders); or

	 	 	 
	 	(ii) 	
      payable at a Lender's
counters;




	 	(b) 	
      the payment terms under such letter of credit are
      acceptable to the Security Agent.



"Open Account Eligible
Receivable" means an Eligible Receivable which is not a Credit Insured
Eligible Receivable or an L/C Covered Eligible Receivable; and 

"SunOpta Open Account Eligible
Receivable" means any amount owed to Tradin Organic Agriculture B.V. by any
relevant member of the SunOpta Group (not being a Borrower), provided
that (i) such amount is not a Credit Insured Eligible Receivable or an
L/C Covered Eligible Receivable and (ii) Sunopta Inc. has provided a guarantee
for payment of such amount to Tradin Organic Agriculture B.V. on terms and
conditions satisfactory to the Facility Agent (acting on the instructions of the
Majority Lenders).

	46 







	9.2 	
      Calculation of the Borrowing
Base



The Borrowing Base (the "Borrowing
Base") shall be calculated as the aggregate of: 

	 	(a) 	
      100% of the credit balances on accounts opened by any
      Borrower with a Lender which are subject to the Security Documents and not
      subject to any Security for any Financial Indebtedness other than
      Financial Indebtedness owed under the Finance Documents;

	 	 	 
	 	(b) 	
      the lesser of 80% of the invoiced amount of Open Account
      Eligible Receivables (other than SunOpta Open Account Eligible
      Receivables) and EUR 3,500,000;

	 	 	 
	 	(c) 	
      the lesser of 80% of the invoiced amount of SunOpta Open
      Account Eligible Receivables and USD 2,500,000;

	 	 	 
	 	(d) 	
      90% of the invoiced amount of each Credit Insured
      Eligible Receivable provided that if the insured percentage as defined in
      the relevant policy of credit insurance is less than 90% the Security
      Agent may reduce the first mentioned percentage to the insured
      percentage;

	 	 	 
	 	(e) 	
      90% of the invoiced amount of each L/C Covered Eligible
      Receivable;

	 	 	 
	 	(f) 	
      the lesser of:




	 	(i) 	
      EUR 4,500,000; and

	 	 	 
	 	(ii) 	
      65% of (X minus Y) where "X" means the aggregate
    of:




	 	(A) 	
      the face amount of each opened letter of credit with an
      expiry date of up to 7 months from the date on which such letter of credit
      was opened in respect of any Commodity in respect of which no binding
      contract for sale has been entered into by the Borrower and of which the
      price has not been hedged; and

	 	 	 
	 	(B) 	
      the purchase price payable by the Borrower of Eligible
      Unsold Inventory which is either:




	 	(1) 	
      stored in a Designated Warehouse for not more than 180
      days; or

	 	 	 
	 	(2) 	
      afloat for not more than 60 days after the date specified
      in the relevant bill of lading as the date such Eligible Unsold Inventory
      was loaded on the relevant vessel provided that the Borrower (or
      its forwarding agent) has under its control a full set of bill(s) of
      lading in respect thereof; and



and "Y" means any trade
payables owed by the Borrower in relation to such Commodity or Eligible Unsold
Inventory; and 

	 	(g) 	
      the lesser of:




	47 







	 	(i) 	
      EUR 1,500,000; and

	 	 	 
	 	(ii) 	
      75% of (X minus Y) where "X" means the aggregate
    of:




	 	(A) 	
      the face amount of each opened letter of credit with an
      expiry date of up to 7 months from the date on which such letter of credit
      was opened in respect of any Commodity in respect of which the price has
      been hedged; and

	 	 	 
	 	(B) 	
      the purchase price payable by the Borrower of Eligible
      Sold Inventory (referred to in paragraph (b) of the definition of Eligible
      Sold Inventory) which is either:




	 	(1) 	
      stored in a Designated Warehouse for not more than 365
      days; or

	 	 	 
	 	(2) 	
      afloat for not more than 60 days after the date specified
      in the relevant bill of lading as the date such Eligible Sold Inventory
      (referred to in paragraph (b) of the definition of Eligible Sold
      Inventory) was loaded on the relevant vessel provided that the
      Borrower (or its forwarding agent) has under its control a full set of
      bill(s) of lading in respect thereof; and



and "Y" means any trade
payables owed by the Borrower in relation to such Commodity or Eligible Sold
Inventory (referred to in paragraph (b) of the definition of Eligible Sold
Inventory); and 

	 	(h) 	
      75% of (X minus Y) where "X" means the
      aggregate of:




	 	(i) 	
      the face amount of each opened import letter of credit
      with an expiry date of up to 7 months from the date on which such letter
      of credit was opened in respect of any Commodity in respect of which a
      binding contract for sale has been entered into by the Borrower;
  and

	 	 	 
	 	(ii) 	
      the purchase price payable by the Borrower for Eligible
      Sold Inventory (referred to in paragraph (a) of the definition of Eligible
      Sold Inventory) which is either:




	 	(A) 	
      stored in a Designated Warehouse for not more than 365
      days; or

	 	 	 
	 	(B) 	
      afloat for not more than 60 days after the date specified
      in the relevant bill of lading as the date such Eligible Sold Inventory
      (referred to in paragraph (a) of the definition of Eligible Sold
      Inventory) was loaded on the relevant vessel provided that the Borrower
      (or its forwarding agent) has under its control a full set of bill(s) of
      lading in respect thereof; and



and "Y" means any trade
payables owed by the Borrower in relation to such Commodity or Eligible Sold
Inventory (referred to in paragraph (a) of the definition of Eligible Sold
Inventory), and where any element in the Borrowing Base is denominated in a
currency other than euro, that element shall be included in the Borrowing Base
at the Facility Agent's spot rate of exchange for the purchase of euro in the Amsterdam foreign
exchange market at or about 11.00 am on the date on which the value is to be
calculated.

	48 







	9.3 	
      Borrowing Base Certificate

	 	 
		
      The Borrower shall supply to the Security Agent a duly
      completed Borrowing Base Certificate on the second Business Day following
      the end of the 5th, 9th and 13th week of each calendar quarter or at such
      other more regular intervals as the Security Agent may reasonably require
      (and in any event it shall be reasonable to so require if a Default has
      occurred which is continuing), all in form and substance satisfactory to
      the Security Agent. The Security Agent shall deliver the Borrowing Base
      Certificate to the Facility Agent for onward transmission to the
      Lenders.




	49 







	SECTION 4 
	 
	REPAYMENT, PREPAYMENT AND CANCELLATION
  



	10. 	
      REPAYMENT

	 	 
	10.1 	
      Repayment of Loans




	 	(a) 	
      Each Borrower which has drawn a Loan shall repay that
      Loan on the last day of its Interest Period.

	 	 	 
	 	(b) 	
      Without prejudice to the Borrowers' obligations under
      paragraph (a) above, if one or more Loans are to be made available by a
      Lender to a Borrower:




	 	(i) 	
      on the same day that a maturing Loan owed to the same
      Lender is due to be repaid by a Borrower; and

	 	 	 
	 	(ii) 	
      in whole or in part for the purpose of refinancing the
      maturing Loan,



the aggregate amount of the new Loans
shall be treated as if applied in or towards repayment of the maturing Loan so
that: 

	 	(A) 	
      if the amount of the maturing Loan exceeds the aggregate
      amount of the new Loans:




	 	(1) 	
      a Borrower will only be required to pay an amount in cash
      equal to that excess; and

	 	 	 
	 	(2) 	
      the new Loans shall be treated as having been made
      available and applied by that Borrower in or towards repayment of the
      maturing Loan and the Lender will not be required to make its
      participation in the new Loans available in cash;
and




	 	(B) 	
      if the amount of the maturing Loan is equal to or less
      than the aggregate amount of the new Loans:




	 	(1) 	
      a Borrower will not be required to make any payment in
      cash; and

	 	 	 
	 	(2) 	
      each Lender will be required to make the new Loans
      available in cash only to the extent that the new Loans exceed the
      maturing Loan and the remainder of the new Loans shall be treated as
      having been made available and applied by that Borrower in or towards
      repayment of the maturing Loan.




	10.2 	
      Repayment on breach of Borrowing
  Base



If at any time, a Borrowing Base
Certificate demonstrates that the aggregate of the Base Currency Amount of all
Facility 1 Outstandings (other than Outstandings under the Guarantee Facility)
exceeds the lesser of the Borrowing Base and the Facility 1 Maximum Amount
(after deducting any Guarantee Facility Maximum Amount) following any adjustment
to a Base Currency Amount under clause 5.7 (Revaluation of Letters of
Credit), the Security Agent shall promptly notify the Borrowers and the Borrowers shall
promptly and in any event within 5 Business Days of the notification from the
Security Agent:

	50 







	 	(a) 	
      prepay such Outstandings to such extent as may be
      required to ensure that following such prepayment there is no longer any
      such excess; or

	 	 	 
	 	(b) 	
      ensure that the Borrowing Base is equal to or exceeds
      such Outstandings and deliver a new Borrowing Base Certificate
      demonstrating the same.




	10.3 	
      Repayment of Overdraft Outstandings

	 	 
		
      Overdraft Oustandings shall be repaid on the date on
      which the relevant Lender demands repayment thereof.

	 	 
	10.4 	
      Claims under Letters of Credit

	 	 
		
      In order to enable a Borrower to comply with its
      obligations under clause 8.4(a) (Indemnities), any payment made by
      a Lender under a Letter of Credit shall be debited to an Overdraft Account
      of such Borrower, if any. If as a result thereof the relevant Overdraft
      Facility Maximum Amount is exceeded the Borrower shall repay the amount of
      such excess within 5 Business Days of the relevant Lender's first written
      demand.

	 	 
	10.5 	
      Repayment of Pre-settlement Facility
      Outstandings




	 	(a) 	
      A Pre-settlement Facility shall cease to be available on
      the Final Maturity Date or such earlier date on which its expiry date
      occurs or on which it is cancelled in accordance with the terms of this
      Agreement.

	 	 	 
	 	(b) 	
      Amounts outstanding under any Pre-settlement Facility
      shall be paid or repaid in accordance with the relevant Pre-settlement
      Facility Document.




	10.6 	
      Repayment of Commodity Hedging Facility
      Outstandings




	 	(a) 	
      A Commodity Hedging Facility shall cease to be available
      on the Final Maturity Date or such earlier date on which its expiry date
      occurs or on which it is cancelled in accordance with the terms of this
      Agreement.

	 	 	 
	 	(b) 	
      Amounts outstanding under any Commodity Hedging Facility
      shall be paid or repaid in accordance with the relevant Commodity Hedging
      Facility Document.




	11. 	
      PREPAYMENT AND CANCELLATION

	 	 
	11.1 	
      Change of control




	 	(a) 	
      Upon the occurrence of:




	 	(i) 	
      a Change of Control; or

	 	 	 
	 	(ii) 	
      the sale of all or substantially all of the assets of the
      Group whether in a single transaction or a series of related
      transactions,



the Facilities will be cancelled and
all outstanding Utilisations and amounts outstanding under the Facilities,
together with accrued interest, and all other amounts accrued under the Finance
Documents, shall become immediately due and payable. 

	51 







	11.2 	
      Illegality

	 	 
		
      If, at any time, it is or will become unlawful in any
      applicable jurisdiction for a Lender to perform any of its obligations as
      contemplated by this Agreement or to fund or maintain its participation in
      any Utilisation or Facility then the Lender may notify the Facility Agent
      and the Facility Agent shall notify the Borrowers thereof and the
      Borrowers shall prepay the amounts outstanding to that Lender under the
      Facilities and all other amounts outstanding the Finance Documents to that
      Lender (on the last day of the relevant Interest Period in the case of
      each Loan occurring after the Facility Agent has notified the Borrowers
      or, if earlier, the date specified by the relevant Lender in the notice
      delivered to the Facility Agent (being no earlier than the last day of any
      applicable grace period permitted by law)) and/or provide cash cover
      and/or shall use its best endeavours to procure the release of each Letter
      of Credit requested by that Borrower which that Lender has issued and
      which is outstanding at such time.

	 	 
	11.3 	
      Voluntary Prepayment

	 	 
		
      The Borrowers may, subject to payment of Break Costs,
      prepay any Loan and cancel all or any part of the Facilities on not less
      than 10 Business Days prior written notice given to the relevant
      Lender.

	 	 
	11.4 	
      Restrictions




	 	(a) 	
      Any notice of cancellation or prepayment given by any
      Party under this Agreement shall be irrevocable and, unless a contrary
      indication appears in this Agreement, shall specify the date or dates upon
      which the relevant cancellation or prepayment is to be made and the amount
      of that cancellation or prepayment.

	 	 	 
	 	(b) 	
      Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and, subject to any
      Break Costs, without premium or penalty.

	 	 	 
	 	(c) 	
      Unless a contrary indication appears in this Agreement,
      any part of a Facility which is prepaid or repaid may be reborrowed in
      accordance with the terms of this Agreement.

	 	 	 
	 	(d) 	
      The Borrowers shall not repay or prepay all or any part
      of the Utilisations or cancel all or any part of the Participations except
      at the times and in the manner expressly provided for in this
      Agreement.

	 	 	 
	 	(e) 	
      No amount of the Facilities cancelled under this
      Agreement may be subsequently reinstated.

	 	 	 
	 	(f) 	
      If the Facility Agent receives a notice under this clause
      11 it shall promptly forward a copy of that notice to either the Company
      or the affected Lender, as appropriate.

	 	 	 
	 	(g) 	
      If all or part of any Outstanding under a Facility is
      repaid or prepaid and is not available for redrawing, an amount of the
      relevant Participation (equal to the Base Currency Amount of the amount of
      the Outstanding which is repaid or prepaid) in respect of that Facility
      will be deemed to be cancelled on the date of repayment or prepayment. Any
      cancellation under this paragraph (g) shall reduce the relevant
      Participations of the Lenders rateably under the relevant
  Facility.




	52 







	SECTION 5 
	 
	COSTS OF UTILISATION 



	12. 	
      INTEREST

	 	 
	12.1 	
      Calculation of interest on
Loans



The rate of interest on each Loan for
each Interest Period is the percentage rate per annum which is the aggregate of
the applicable: 

	 	(a) 	
      Loan Margin;

	 	 	 
	 	(b) 	
      (in respect of any Loan made available by Rabobank) LIBOR
      or, in relation to any Loan in euro, EURIBOR;

	 	 	 
	 	(c) 	
      (in respect of any Loan made available by Rabobank) the
      Premium; and

	 	 	 
	 	(d) 	
      Cost of Funds.




	12.2 	
      Calculation of interest on Overdraft
      Outstandings

	 	 
		
      The rate of interest on Overdraft Outstandings for each
      calendar month is the percentage rate per annum which is the aggregate
      of:




	 	(a) 	
      the Overdraft Margin;

	 	 	 
	 	(b) 	
      (in respect of any Overdraft made available by Rabobank)
      LIBOR or, in relation to any Overdraft Outstanding in euro,
  EURIBOR;

	 	 	 
	 	(c) 	
      (in respect of any Overdraft made available by Rabobank)
      the Premium; and

	 	 	 
	 	(d) 	
      Cost of Funds.




	12.3 	
      Payment of interest




	 	(a) 	
      The Borrower to which a Loan has been made shall pay
      accrued interest on that Loan on the last day of each Interest Period
      (and, if the Interest Period is longer than three Months, on the dates
      falling at three Monthly intervals after the first day of the Interest
      Period).

	 	 	 
	 	(b) 	
      Interest on amounts standing to the debit on the
      Overdraft Account shall accrue from day to day, shall be due and payable
      on the last day of each calendar quarter, and shall be added to the
      Overdraft Outstandings.

	 	 	 
	 	(c) 	
      Payment of interest on any Overdraft Account or Loan due
      by the relevant Borrower to a Lender in accordance with paragraph (a) and
      (b) above may be effected by that Lender debiting the same to the relevant
      Overdraft Account held with that Lender and each Borrower hereby
      irrevocably authorises the Lenders to so debit such amounts, which
      authorisation permits the Lenders to (also) act as a Borrower's
      counterparty within the meaning of Article 3:68 of the Dutch Civil
      Code.




	53 







	12.4 	
      Default interest




	 	(a) 	
      If an Obligor fails to pay any amount payable by it under
      a Finance Document (other than in respect of an Overdraft Outstanding) on
      its due date, interest shall accrue on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which, subject to paragraph (b) below, is two per cent higher than
      the rate which would have been payable if the overdue amount had, during
      the period of non-payment, constituted a Loan in the currency of the
      overdue amount for successive Interest Periods, each of a duration
      selected by the relevant Lender (acting reasonably). Any interest accruing
      under this clause 12.4 shall be immediately payable by the relevant
      Borrower on demand by the relevant Lender.

	 	 	 
	 	(b) 	
      If an Obligor fails to pay any amount payable by in
      respect of an Overdraft Outstanding on its due date (including but not
      limited to any amount required to be paid by such Obligor to ensure
      compliance with any overdraft limits agreed upon in respect of Overdraft
      Accounts), interest shall accrue daily on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which is one per cent higher than the rate which is then payable on
      Overdraft Outstandings in accordance with clause 12.2 (Calculation of
      interest on Overdraft Outstandings). Any interest accruing under this
      clause 12.4 shall be immediately payable by the relevant Borrower on
      demand by the relevant Lender.

	 	 	 
	 	(c) 	
      If any overdue amount consists of all or part of a Loan
      which became due on a day which was not the last day of an Interest Period
      relating to that Loan:




	 	(i) 	
      the first Interest Period for that overdue amount shall
      have a duration equal to the unexpired portion of the current Interest
      Period relating to that Loan; and

	 	 	 
	 	(ii) 	
      the rate of interest applying to the overdue amount
      during that first Interest Period shall be two per cent. higher than the
      rate which would have applied if the overdue amount had not become
    due.




	 	(d) 	
      Default interest (if unpaid) arising on an overdue amount
      will be compounded with the overdue amount at the end of each Interest
      Period applicable to that overdue amount but will remain immediately due
      and payable.




	12.5 	
      Notification of rates of
interest




	 	(a) 	
      ING Bank N.V. shall inform the Company of its Cost of
      Funds weekly.

	 	 	 
	 	(b) 	
      Rabobank shall inform the Company of the Premium
      monthly.

	 	 	 
	 	(c) 	
      Deutsche Bank AG, Amsterdam branch shall inform the
      Company of its Cost of Funds weekly.




	13. 	
      INTEREST PERIODS

	 	 
	13.1 	
      Selection of Interest
Periods




	 	(a) 	
      A Borrower (or the Company on behalf of a Borrower) may
      select an Interest Period for a Loan in the Utilisation Request for that
      Loan.

	 	 	 
	 	(b) 	
      Subject to this clause 13, a Borrower (or the Company on
      behalf of a Borrower) may select an Interest Period of two or three weeks
      or one, two, three or six Months or any other period agreed between the Company and the relevant
Lender. If a Borrower (or the Company on behalf of a Borrower) fails to select
an Interest Period, the relevant Interest Period will be one Month.




	54 







	 	(c) 	
      Each Interest Period for a Loan shall start on the
      Utilisation Date (or if already made) on the last day of its preceding
      Interest Period.

	 	 	 
	 	(d) 	
      A Loan has one Interest Period
only.




	13.2 	
      Non-Business Days

	 	 
		
      If an Interest Period would otherwise end on a day which
      is not a Business Day, that Interest Period will instead end on the next
      Business Day in that calendar month (if there is one) or the preceding
      Business Day (if there is not).

	 	 
	13.3 	
      Break Costs




	 	(a) 	
      Each Borrower shall, within three Business Days of demand
      by a Finance Party, pay to that Finance Party its Break Costs attributable
      to all or any part of a Loan or Unpaid Sum being paid by that Borrower on
      a day other than the last day of an Interest Period for that Loan or
      Unpaid Sum.

	 	 	 
	 	(b) 	
      Each Lender shall, as soon as reasonably practicable
      after a demand by the Facility Agent, provide a certificate confirming the
      amount of its Break Costs for any Interest Period in which they
    accrue.




	14. 	
      FEES

	 	 
	14.1 	
      Arrangement fee

	 	 
		
      The Company shall pay to the Arrangers an arrangement fee
      in the amount and at the times agreed in a Fee Letter.

	 	 
	14.2 	
      Security Agent / borrowing base agent
fee

	 	 
		
      The Company shall pay to the Security Agent (for its own
      account) the Security Agent fee in the amount and at the times agreed in a
      Fee Letter.

	 	 
	14.3 	
      Documentary agent fee

	 	 
		
      The Company shall pay to the ING Bank N.V. as the
      documentary agent a fee in the amount and at the times agreed in a Fee
      Letter.

	 	 
	14.4 	
      Interest, commission and fees on Pre-settlement
      Facilities

	 	 
		
      The rate and time of payment of interest, commission,
      fees and any other remuneration in respect of each Pre-settlement Facility
      shall be determined by agreement between the relevant Lender and the
      Borrower of that Pre-settlement Facility based upon normal market rates
      and terms.

	 	 
	14.5 	
      Letter of credit commission fee

	 	 
		
      The Company shall pay to Deutsche Bank AG, Amsterdam
      branch a letter of credit commission fee in the amount and at the times
      agreed in a Fee Letter.




	55 







	56 







	SECTION 6 
	 
	ADDITIONAL PAYMENT OBLIGATIONS




	15. 	
      TAX GROSS UP AND INDEMNITIES

	 	 
	15.1 	
      Tax gross-up

	 	 
		
      All payments to be made by an Obligor to any Finance
      Party under the Finance Documents shall be made free and clear of and
      without Tax Deduction unless such Obligor is required to make such payment
      subject to the Tax Deduction, in which case the sum payable by such
      Obligor (in respect of which such Tax Deduction is required to be made)
      shall be increased to the extent necessary to ensure that such Finance
      Party receives a sum net of any Tax Deduction equal to the sum which it
      would have received had no such Tax Deduction been made or required to be
      made.

	 	 
	15.2 	
      Tax indemnity

	 	 
		
      Without prejudice to clause 15.1 (Tax gross-up),
      if any Finance Party suffers any loss, liability or cost in respect of any
      tax on or in relation to any sum received or receivable under the Finance
      Documents (including any sum deemed for purposes of tax to be received or
      receivable by such Finance Party whether or not actually received or
      receivable) the Company shall, within 3 Business Days of demand of such
      Finance Party, promptly indemnify the Finance Party against a loss,
      liability or cost, provided that this clause 15.2 shall not apply
    to:




	 	(a) 	
      any tax imposed on or calculated by reference to the net
      income actually received or receivable by such Finance Party (but, for the
      avoidance of doubt, not including any sum deemed for purposes of tax to be
      received or receivable by such Finance Party but not actually receivable)
      by the jurisdiction in which such Finance Party is incorporated, or if
      different, the jurisdiction in which that Finance Party treated as
      resident for tax purposes;

	 	 	 
	 	(b) 	
      any tax imposed on or calculated by reference to the net
      income of the Facility Office of such Finance Party actually received or
      receivable by such Finance Party (but, for the avoidance of doubt, not
      including any sum deemed for purposes of tax to be received or receivable
      by such Finance Party but not actually receivable) by the jurisdiction in
      which its Facility Office is located; or

	 	 	 
	 	(c) 	
      any tax which related to a FATCA Deduction required to be
      made by any Party.




	15.3 	
      US tax




	 	(a) 	
      Any term or provision of this clause 15 (Tax Gross Up
      and Indemnities) or any other term in this Agreement or any Finance
      Document notwithstanding, an Obligor making a payment with respect to
      advances made under this Agreement to a US Borrower shall not be required
      to pay any additional amount pursuant to clause 15.1 (Tax gross-up)
      or clause 15.2 (Tax indemnity) in respect of US Tax with respect to
      an amount payable by it on payments of interest pursuant to this Agreement
      to a Finance Party to the extent such US Tax is imposed because of any of
      the conditions described in clause 15.3(a)(i) or (ii)
  applies:




	 	(i) 	
      A condition is described in this clause 15.3(a)(i) if a
      Finance Party fails to provide prior to the first payment to be made
      pursuant to this Agreement after such Finance Party becomes a Party, as
      relevant, (A) an IRS Form W-9, (B) an IRS Form W-8ECI, (C) an IRS Form W-8BEN claiming a complete
exemption under an applicable double tax treaty from US withholding taxes on
payments made pursuant to this Agreement, (D) an IRS Form W-8BEN accompanied by
a statement certifying that the Finance Party is not (1) a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (2) a "10 per cent shareholder" of
the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a
"controlled foreign corporation" that is related to the US Borrower within the
meaning of Section 881(c)(3)(C) of the Code) or (E) any other IRS forms or
certifications that establish the Finance Party is entitled to a complete
exemption from US withholding taxes on payments made pursuant to this Agreement
(each such IRS form, including the statement described in clause 15.3(a)(i)(D),
along with any successor forms being a "Withholding Tax Form").
Withholding Tax Forms may be provided directly or attached to an IRS Form
W-8IMY, as appropriate.




	57 







	 	(ii) 	
      A condition is described in this clause 15.3(a)(ii) if a
      Finance Party fails to provide subsequent Withholding Tax Forms (A) upon
      reasonable request of a US Borrower, unless legally unable to do so as a
      result of a change in (or in the interpretation, administration or
      application of) any law or double tax treaty, or any published practice or
      published concession of any relevant taxing authority subsequent to
      becoming a Finance Party to this Agreement, or (B) upon the Finance Party
      taking any actions that cause the previously provided Withholding Tax
      Forms to no longer adequately establish an exemption from
    withholding.




	 	(b) 	
      Notwithstanding this clause 15.3(a)(i) and (ii), if, at
      the time of transfer or assignment of any of its rights or obligations
      under the Finance Documents or a change in its Facility Office, the
      Finance Party making such transfer or assignment or change in its Facility
      Office has provided the necessary Withholding Tax Forms so that the
      conditions described in clause 15.3(a)(i) and (ii) do not apply, but
      nonetheless, based on the law at the time of transfer, assignment or
      change in Facility Office, the Obligor is obliged to pay additional
      amounts pursuant to clause 15.1 (Tax gross-up) or clause 15.2
      (Tax indemnity), then the transferee, assignee or Finance Party
      acting through its new Facility Office shall be entitled to receive the
      benefits of clause 15.1 (Tax gross-up) or clause 15.2 (Tax
      indemnity) to the same extent as the transferor, assignor or Finance
      Party acting through its old Facility Office so long as it provides
      whatever Withholding Tax Forms it is legally able to provide establishing
      whatever exemption or reduction in US withholding taxes it may be eligible
      for. The amount payable to the transferee, assignee or Finance Party
      acting through its new Facility Office immediately following the transfer,
      assignment or change in Facility Office shall not exceed the amount
      payable to the Finance Party making such transfer, assignment or change in
      its Facility Office.




	15.4 	
      Notification of requirement to deduct
Tax

	 	 
		
      If, at any time, an Obligor is required by law to make
      any deduction or withholding from any sum payable by it under the Finance
      Documents (or if thereafter there is any change in the rates at which or
      the manner in which such deductions or withholdings are calculated), such
      Obligor shall promptly notify the Facility Agent. Similarly, a Lender
      shall notify the Facility Agent on becoming so aware in respect of a
      payment payable to that Lender. If the Facility Agent receives such
      notification from a Lender it shall notify the Company and the
    Obligor.




	58 







	15.5 	
      Evidence of payment of Tax

	 	 
		
      If an Obligor makes any payment under the Finance
      Documents in respect of which it is required to make any deduction or
      withholding, it shall pay the full amount required to be deducted or
      withheld to the relevant taxation or other authority within the time
      allowed for such payment under applicable law and shall deliver to the
      relevant Finance Party, within thirty days after it has made such payment
      to the applicable authority, an original receipt (or a certified copy
      thereof) issued by such authority evidencing the payment to such authority
      of all amounts so required to be deducted or withheld in respect of that
      Lender's share of such payment.

	 	 
	15.6 	
      Tax and other affairs

	 	 
		
      No provision of this Agreement shall interfere with the
      right of any Finance Party to arrange its tax or any other affairs in
      whatever manner it thinks fit, oblige any Finance Party to claim any
      credit, relief, remission or repayment in respect of any payment under
      clause 15.1 (Tax gross-up) in priority to any other credit, relief,
      remission or repayment available to it nor oblige any Finance Party to
      disclose any information relating to its tax or other affairs or any
      computations in respect thereof.

	 	 
	15.7 	
      Stamp taxes

	 	 
		
      The Company shall pay and, within three Business Days of
      demand, indemnify each Secured Party and the Arranger against any cost,
      loss or liability that Secured Party or Arranger incurs in relation to all
      stamp duty, registration, excise and other similar Taxes payable in
      respect of any Finance Document or the transactions occurring under any of
      them.

	 	 
	15.8 	
      Value added tax




	 	(a) 	
      All amounts set out, or expressed in a Finance Document
      to be payable by any Party to a Finance Party which (in whole or in part)
      constitute the consideration for a supply or supplies for VAT purposes
      shall be deemed to be exclusive of any VAT which is chargeable on such
      supply or supplies, and accordingly, subject to paragraph (b) below, if
      VAT is or becomes chargeable on any supply made by any Finance Party to
      any Party under a Finance Document, that Party shall pay to the Finance
      Party (in addition to and at the same time as paying any other
      consideration for such supply) an amount equal to the amount of the VAT
      (and such Finance Party shall promptly provide an appropriate VAT invoice
      to such Party).

	 	 	 
	 	(b) 	
      If VAT is or becomes chargeable on any supply made by any
      Finance Party (the "Supplier") to any other Finance Party (the
      "Recipient") under a Finance Document, and any Party other than the
      Recipient (the "Subject Party") is required by the terms of any
      Finance Document to pay an amount equal to the consideration for such
      supply to the Supplier (rather than being required to reimburse the
      Recipient in respect of that consideration), such Party shall also pay to
      the Supplier (in addition to and at the same time as paying such amount)
      an amount equal to the amount of such VAT. The Recipient will promptly pay
      to the Subject Party an amount equal to any credit or repayment obtained
      by the Recipient from the relevant tax authority which the Recipient
      reasonably determines is in respect of such VAT.

	 	 	 
	 	(c) 	
      Where a Finance Document requires any Party to reimburse
      or indemnify a Finance Party for any cost or expense, that Party shall
      reimburse or indemnify (as the case may be) such Finance Party for the
      full amount of such cost or expense, including such part thereof as
      represents VAT, save to the extent that such Finance
  Party reasonably determines that it is entitled to credit or
repayment in respect of such VAT from the relevant tax authority.




	59 







	15.9 	
      Survival of obligations

	 	 
		
      Without prejudice to the survival of any other section of
      this Agreement, the agreements and obligations of each Obligor and each
      Finance Party contained in this clause 15 shall survive the payment in
      full by the Obligors of all obligations under this Agreement and the
      termination of this Agreement.

	 	 
	15.10 	
      FATCA Information




	 	(a) 	
      Subject to paragraph (c) below, each Party shall, within
      ten Business Days of a reasonable request by another
  Party:




	 	(i) 	
      confirm to that other Party whether it
  is:




	 	(A) 	
      a FATCA Exempt Party; or

	 	 	 
	 	(B) 	
      not a FATCA Exempt Party;




	 	(ii) 	
      supply to that other Party such forms, documentation and
      other information relating to its status under FATCA as that other Party
      reasonably requests for the purposes of that other Party's compliance with
      FATCA;

	 	 	 
	 	(iii) 	
      supply to that other Party such forms, documentation and
      other information relating to its status as that other Party reasonably
      requests for the purposes of that other Party's compliance with any other
      law, regulation, or exchange of information
regime.




	 	(b) 	
      If a Party confirms to another Party pursuant to
      paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently
      becomes aware that it is not or has ceased to be a FATCA Exempt Party,
      that Party shall notify that other Party reasonably
  promptly.




	 	(c) 	
      Paragraph (a) above shall not oblige any Finance Party to
      do anything, and paragraph (a)(iii) above shall not oblige any other Party
      to do anything, which would or might in its reasonable opinion constitute
      a breach of:




	 	(i) 	
      any law or regulation;

	 	 	 
	 	(ii) 	
      any fiduciary duty; or

	 	 	 
	 	(iii) 	
      any duty of confidentiality.




	 	(d) 	
      If a Party fails to confirm whether or not it is a FATCA
      Exempt Party or to supply forms, documentation or other information
      requested in accordance with paragraph (a)(i) or (ii) above (including,
      for the avoidance of doubt, where paragraph (c) above applies), then such
      Party shall be treated for the purposes of the Finance Documents (and
      payments under them) as if it is not a FATCA Exempt Party until such time
      as the Party in question provides the requested confirmation, forms,
      documentation or other information.




	60 







	 	(e) 	
      If a Borrower is a US Tax Obligor or the Facility Agent
      reasonably believes that its obligations under FATCA or any other
      applicable law or regulation require it, each Lender shall, within ten
      Business Days of:




	 	(i) 	
      where an Original Borrower is a US Tax Obligor and the
      relevant Lender is an Original Lender, the date of this
  Agreement;

	 	 	 
	 	(ii) 	
      where a Borrower is a US Tax Obligor on a Transfer Date
      and the relevant Lender is a New Lender, the relevant Transfer
  Date;

	 	 	 
	 	(iii) 	
      the date a new US Tax Obligor accedes as a Borrower;
      or

	 	 	 
	 	(iv) 	
      where a Borrower is not a US Tax Obligor, the date of a
      request from the Facility Agent,



supply to the Facility Agent: 

	 	(A) 	
      a withholding certificate on Form W-8, Form W-9 or any
      other relevant form; or

	 	 	 
	 	(B) 	
      any withholding statement or other document,
      authorisation or waiver as the Facility Agent may require to certify or
      establish the status of such Lender under FATCA or that other law or
      regulation.




	 	(f) 	
      The Facility Agent shall provide any withholding
      certificate, withholding statement, document, authorisation or waiver it
      receives from a Lender pursuant to paragraph (e) above to the relevant
      Borrower.

	 	 	 
	 	(g) 	
      If any withholding certificate, withholding statement,
      document, authorisation or waiver provided to the Facility Agent by a
      Lender pursuant to paragraph (e) above is or becomes materially inaccurate
      or incomplete, that Lender shall promptly update it and provide such
      updated withholding certificate, withholding statement, document,
      authorisation or waiver to the Facility Agent unless it is unlawful for
      the Lender to do so (in which case the Lender shall promptly notify the
      Facility Agent). The Facility Agent shall provide any such updated
      withholding certificate, withholding statement, document, authorisation or
      waiver to the relevant Borrower.

	 	 	 
	 	(h) 	
      The Facility Agent may rely on any withholding
      certificate, withholding statement, document, authorisation or waiver it
      receives from a Lender pursuant to paragraph (e) or (g) above without
      further verification. The Facility Agent shall not be liable for any
      action taken by it under or in connection with paragraph (e), (f) or (g)
      above.




	15.11 	
      FATCA Deduction




	 	(a) 	
      Each Party may make any FATCA Deduction it is required to
      make by FATCA, and any payment required in connection with that FATCA
      Deduction, and no Party shall be required to increase any payment in
      respect of which it makes such a FATCA Deduction or otherwise compensate
      the recipient of the payment for that FATCA Deduction.

	 	 	 
	 	(b) 	
      Each Party shall promptly, upon becoming aware that it
      must make a FATCA Deduction (or that there is any change in the rate or
      the basis of such FATCA Deduction), notify the Party to whom it is making
      the payment and, in addition, shall the Facility Agent and the Facility
      Agent shall notify the other Finance Parties.




	61 







	16. 	
      INCREASED COSTS

	 	 
	16.1 	
      Increased costs




	 	(a) 	
      Subject to clause 16.3 (Exceptions) the Company
      shall, within three Business Days of a demand by the relevant Finance
      Party, pay for the account of that Finance Party the amount of any
      Increased Costs incurred by that Finance Party or any of its Affiliates as
      a result of:




	 	(i) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      after the date of this Agreement; or

	 	 	 
	 	(ii) 	
      compliance with any law or regulation made after the date
      of this Agreement; or

	 	 	 
	 	(iii) 	
      the implementation or application of, or compliance with,
      Basel III, CRD IV or CRR or any law or regulation that implements or
      applies Basel III, CRD IV or CRR.



provided that notwithstanding anything
herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith shall in each case be deemed to be have been
introduced after the date of this Agreement, regardless of the date enacted,
adopted or issued. 

	 	(b) 	
      In this Agreement:




	 	(i) 	
      "Increased Costs"
means:




	 	(A) 	
      a reduction in the rate of return from the Facility or on
      a Finance Party's (or its Affiliate's) overall capital;

	 	 	 
	 	(B) 	
      an additional or increased cost; or

	 	 	 
	 	(C) 	
      a reduction of any amount due and payable under any
      Finance Document,



which is incurred or suffered by a
Finance Party or any of its Affiliates to the extent that it is attributable to
that Finance Party having entered into its Participation or a Pre-settlement
Facility or funding or performing its obligations under any Finance Document or
Letter of Credit; and 

	 	(ii) 	
      "Basel III" means:




	 	(A) 	
      the agreements on capital requirements, a leverage ratio
      and liquidity standards contained in "Basel III: A global regulatory
      framework for more resilient banks and banking systems", "Basel III:
      International framework for liquidity risk measurement, standards and
      monitoring" and "Guidance for national authorities operating the
      countercyclical capital buffer" published by the Basel Committee on
      Banking Supervision in December 2010, each as amended, supplemented or
      restated;




	62 







	 	(B) 	
      the rules for global systemically important banks
      contained in "Global systemically important banks: assessment methodology
      and the additional loss absorbency requirement — Rules text" published by
      the Basel Committee on Banking Supervision in November 2011, as amended,
      supplemented or restated; and

	 	 	 
	 	(C) 	
      any further guidance or standards published by the Basel
      Committee on Banking Supervision relating to "Basel
III".




	16.2 	
      Increased cost claims




	 	(a) 	
      A Finance Party intending to make a claim pursuant to
      clause 16.1 (Increased costs) shall notify the Company of the event
      giving rise to the claim.

	 	 	 
	 	(b) 	
      Each Finance Party shall, as soon as practicable after a
      demand by the Company, provide a certificate confirming the amount of its
      Increased Costs.




	16.3 	
      Exceptions




	 	(a) 	
      Clause 16.1 (Increased costs) does not apply to
      the extent any Increased Cost is:




	 	(i) 	
      attributable to a Tax Deduction from a payment under a
      Finance Document required by law to be made by an Obligor;

	 	 	 
	 	(ii) 	
      attributable to a FATCA Deduction required to be made by
      any Party;

	 	 	 
	 	(iii) 	
      compensated for by clause 15.2 (Tax indemnity) (or
      would have been compensated for under clause 15.2 (Tax indemnity)
      but was not so compensated solely because any of the exclusions in clause
      15.2 (Tax indemnity) or paragraph (a) of clause 15.3 (US
      tax) applied);

	 	 	 
	 	(iv) 	
      attributable to the wilful breach by the relevant Finance
      Party or its Affiliates of any law or regulation; or

	 	 	 
	 	(v) 	
      incurred or suffered by a Lender more than 6 months prior
      to the date on which it gives notice thereof under clause 16.2(a)
      (Increased cost claims).




	17. 	
      OTHER INDEMNITIES

	 	 
	17.1 	
      Currency indemnity




	 	(a) 	
      If any sum due from an Obligor under the Finance
      Documents (a "Sum"), or any order, judgment or award given or made in
      relation to a Sum, has to be converted from the currency (the "First
      Currency") in which that Sum is payable into another currency (the "Second
      Currency") for the purpose of:




	 	(i) 	
      making or filing a claim or proof against that
      Obligor;

	 	 	 
	 	(ii) 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration
proceedings,



that Obligor shall as an independent
obligation, within three Business Days of demand, indemnify each Secured Party
and the Arranger to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used
to convert that Sum from the First Currency into the Second Currency and (B) the
rate or rates of exchange available to that person at the time of its receipt of
that Sum.

	63 







	 	(b) 	
      Each Obligor waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      or currency unit other than that in which it is expressed to be
      payable.




	17.2 	
      Other indemnities



The Company shall (or shall procure
that an Obligor will), within three Business Days of demand, indemnify each
Secured Party and the Arranger against any cost, loss or liability incurred by
that Secured Party or Arranger as a result of: 

	 	(a) 	
      the occurrence of any Event of Default;

	 	 	 
	 	(b) 	
      a failure by an Obligor to pay any amount due under a
      Finance Document on its due date, including without limitation, any cost,
      loss or liability arising as a result of clause 31 (Sharing Among the
      Finance Parties);

	 	 	 
	 	(c) 	
      funding, or making arrangements to fund, its
      participation in a Utilisation requested by a Borrower in a Utilisation
      Request but not made by reason of the operation of any one or more of the
      provisions of this Agreement (other than by reason of default or
      negligence by that Finance Party alone); or

	 	 	 
	 	(d) 	
      a Utilisation (or part of a Utilisation) not being
      prepaid in accordance with a notice of prepayment given by a Borrower or
      the Company.




	17.3 	
      Indemnity to the Facility
Agent



The Company shall promptly indemnify
the Facility Agent against any cost, loss or liability incurred by the Facility
Agent (acting reasonably) as a result of: 

	 	(a) 	
      investigating any event which it reasonably believes is a
      Default; or

	 	 	 
	 	(b) 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised.




	17.4 	
      Indemnity to the Security
Agent




	 	(a) 	
      Each Obligor shall promptly indemnify the Security Agent
      and every Receiver and Delegate against any cost, loss or liability
      incurred by any of them as a result of:




	 	(i) 	
      the taking, holding, protection or enforcement of the
      Transaction Security;

	 	 	 
	 	(ii) 	
      the exercise of any of the rights, powers, discretions
      and remedies vested in the Security Agent and each Receiver and Delegate
      by the Finance Documents or by law; and

	 	 	 
	 	(iii) 	
      any default by any Obligor in the performance of any of
      the obligations expressed to be assumed by it in the Finance
    Documents.




	 	(b) 	
      The Security Agent may, in priority to any payment to the
      Secured Parties, indemnify itself out of the Charged Property in respect
      of, and pay and retain, all sums necessary to give effect to the indemnity in this clause 17.4 and shall
have a lien on the Transaction Security and the proceeds of the enforcement of
the Transaction Security for all monies payable to it.




	64 







	17.5 	
      Evidence of costs

	 	 
		
      Any demand for payment under this clause 17 shall be
      accompanied by reasonable supporting evidence explaining how the costs
      have been incurred.

	 	 
	18. 	
      MITIGATION BY THE LENDERS

	 	 
	18.1 	
      Mitigation




	 	(a) 	
      Each Finance Party shall, in consultation with the
      Company, take all reasonable steps to mitigate any circumstances which
      arise and which would result in any amount becoming payable under or
      pursuant to, or cancelled pursuant to, any of clause 11.1 (Change of
      Control), clause 11.2 (Illegality), clause 15 (Tax Gross Up and
      Indemnities), clause 16 (Increased Costs) including (but not
      limited to) transferring its rights and obligations under the Finance
      Documents to another Affiliate or Facility Office.

	 	 	 
	 	(b) 	
      Paragraph (a) above does not in any way limit the
      obligations of any Obligor under the Finance
Documents.




	18.2 	
      Limitation of
liability




	 	(a) 	
      The Company shall promptly indemnify each Finance Party
      for all costs and expenses reasonably incurred by that Finance Party as a
      result of steps taken by it under clause 18.1
  (Mitigation).

	 	 	 
	 	(b) 	
      A Finance Party is not obliged to take any steps under
      clause 18.1 (Mitigation) if, in the opinion of that Finance Party
      (acting reasonably), to do so might be prejudicial to
it.




	19. 	
      COSTS AND EXPENSES

	 	 
	19.1 	
      Transaction expenses

	 	 
		
      The Company shall promptly on demand pay the Facility
      Agent, the Arranger and the Security Agent the amount of all costs and
      expenses (including, but not limited to, pre-agreed legal fees) reasonably
      incurred by any of them (and, in the case of the Security Agent, by any
      Receiver or Delegate) in connection with the negotiation, preparation,
      printing, execution, syndication and perfection
of:




	 	(a) 	
      this Agreement and any other documents referred to in
      this Agreement and the Transaction Security; and

	 	 	 
	 	(b) 	
      any other Finance Documents executed after the date of
      this Agreement.




	19.2 	
      Amendment costs

	 	 
		
      If (a) an Obligor requests an amendment, waiver or
      consent or (b) an amendment is required pursuant to clause 32.10
      (Change of currency), the Company shall, within three Business Days
      of demand, reimburse each of the Facility Agent and the Security Agent for
      the amount of all costs and expenses (including, but not limited to, legal
fees) reasonably incurred by the Facility Agent and the Security Agent (and in
the case of the Security Agent, by any Receiver or Delegate) in responding to,
evaluating, negotiating or complying with that request or requirement, to the
extent pre-agreed with the Company.




	65 







	19.3 	
      Security Agent's ongoing
costs




	 	(a) 	
      In the event of (i) the occurrence of a Default or (ii)
      the Security Agent considering it necessary or expedient or (iii) the
      Security Agent (acting reasonably) being requested by an Obligor or the
      Majority Lenders to undertake duties which the Security Agent and the
      Company agree to be of an exceptional nature and/or outside the scope of
      the normal duties of the Security Agent under the Finance Documents, the
      Company shall pay to the Security Agent any additional remuneration that
      may be agreed between them.

	 	 	 
	 	(b) 	
      If the Security Agent and the Company fail to agree upon
      the nature of the duties or upon any additional remuneration, that dispute
      shall be determined by an investment bank (acting as an expert and not as
      an arbitrator) selected by the Security Agent and approved by the Company
      or, failing approval, nominated (on the application of the Security Agent)
      by the President of the Chamber of Commerce in Amsterdam (the costs of the
      nomination and of the investment bank being payable by the Company) and
      the determination of any investment bank shall be final and binding upon
      the parties to this Agreement.




	19.4 	
      Enforcement and preservation costs

	 	 
		
      The Company shall, within three Business Days of demand,
      pay to each Secured Party and the Arranger the amount of all costs and
      expenses (including, but not limited to, legal fees) incurred by that
      Secured Party and the Arranger in connection with the enforcement of, or
      the preservation of any rights under, any Finance Document and the
      Transaction Security and any proceedings instituted by or against the
      Security Agent as a consequence of taking or holding the Transaction
      Security or enforcing these rights.




	66 







	SECTION 7 
	 
	GUARANTEE 



	20. 	
      GUARANTEE AND INDEMNITY

	 	 
	20.1 	
      Guarantee and indemnity

	 	 
		
      Each Guarantor irrevocably and unconditionally jointly
      and severally by way of an independent guarantee (onafhankelijke
      garantie):




	 	(a) 	
      guarantees to each Finance Party punctual performance by
      each Borrower of all that Borrower's obligations under the Finance
      Documents;

	 	 	 
	 	(b) 	
      undertakes with each Finance Party that whenever a
      Borrower does not pay any amount when due under or in connection with any
      Finance Document, that Guarantor shall immediately on demand pay that
      amount as if it was the principal obligor; and

	 	 	 
	 	(c) 	
      agrees with each Finance Party that if any obligation
      guaranteed by it is or becomes unenforceable, invalid or illegal it will,
      as an independent and primary obligation, indemnify that Finance Party
      immediately on demand against any cost, loss or liability it incurs as a
      result of a Borrower not paying any amount which would, but for such
      unenforceability, invalidity or illegality, have been payable by it under
      any Finance Document on the date when it would have been due. The amount
      payable by a Guarantor under this indemnity will not exceed the amount it
      would have had to pay under this clause 20 if the amount claimed had been
      recoverable on the basis of a guarantee.




	20.2 	
      Continuing guarantee

	 	 
		
      This guarantee is a continuing guarantee and will extend
      to the ultimate balance of sums payable by any Borrower under the Finance
      Documents, regardless of any intermediate payment or discharge in whole or
      in part.

	 	 
	20.3 	
      Reinstatement

	 	 
		
      If any discharge, release or arrangement (whether in
      respect of the obligations of any Obligor or any security for those
      obligations or otherwise) is made by a Finance Party in whole or in part
      on the basis of any payment, security or other disposition which is
      avoided or must be restored in insolvency, liquidation, administration or
      otherwise, without limitation, then the liability of each Guarantor under
      this clause 20 will continue or be reinstated as if the discharge, release
      or arrangement had not occurred.

	 	 
	20.4 	
      Waiver of defences

	 	 
		
      The obligations of each Guarantor under this clause 20
      will not be affected by any act, omission, matter or thing which, but for
      this clause, would reduce, release or prejudice any of its obligations
      under this clause 20 (without limitation and whether or not known to it or
      any Finance Party) including:




	 	(a) 	
      any time, waiver or consent granted to, or composition
      with, any Obligor or other person;




	67 







	 	(b) 	
      the release of any other Obligor or any other person
      under the terms of any composition or arrangement with any creditor of any
      member of the Group and/or Tradin Organics USA LLC;

	 	 	 
	 	(c) 	
      the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, take up or enforce, any
      rights against, or security over assets of, any Obligor or other person or
      any non-presentation or non-observance of any formality or other
      requirement in respect of any instrument or any failure to realise the
      full value of any security;

	 	 	 
	 	(d) 	
      any incapacity or lack of power, authority or legal
      personality of or dissolution or change in the members or status of an
      Obligor or any other person;

	 	 	 
	 	(e) 	
      any amendment, novation, supplement, extension (whether
      of maturity or otherwise) or restatement (in each case however fundamental
      and of whatsoever nature, and whether or not more onerous) or replacement
      of a Finance Document or any other document or security;

	 	 	 
	 	(f) 	
      any unenforceability, illegality or invalidity of any
      obligation of any person under any Finance Document or any other document
      or security; or

	 	 	 
	 	(g) 	
      any insolvency or similar
proceedings.




	20.5 	
      Guarantor Intent

	 	 
		
      Without prejudice to the generality of clause 20.4
      (Waiver of defences), each Guarantor expressly confirms that it
      intends that this guarantee shall extend from time to time to any (however
      fundamental and of whatsoever nature and whether or not more onerous)
      variation, increase, extension or addition of or to any of the Finance
      Documents and/or any facility or amount made available under any of the
      Finance Documents for the purposes of or in connection with any of the
      following: business acquisitions of any nature; increasing working
      capital; enabling investor distributions to be made; carrying out
      restructurings; refinancing existing facilities; refinancing any other
      indebtedness; making facilities available to new borrowers; any other
      variation or extension of the purposes for which any such facility or
      amount might be made available from time to time; and any fees, costs
      and/or expenses associated with any of the foregoing.

	 	 
	20.6 	
      Immediate recourse

	 	 
		
      Each Guarantor waives any right it may have of first
      requiring any Finance Party (or any trustee or agent on its behalf) to
      proceed against or enforce any other rights or security or claim payment
      from any person before claiming from that Guarantor under this clause 20.
      This waiver applies irrespective of any law or any provision of a Finance
      Document to the contrary.

	 	 
	20.7 	
      Appropriations

	 	 
		
      Until all amounts which may be or become payable by the
      Obligors under or in connection with the Finance Documents have been
      irrevocably paid in full, each Finance Party (or any trustee or agent on
      its behalf) may:




	 	(a) 	
      refrain from applying or enforcing any other moneys,
      security or rights held or received by that Finance Party (or any trustee
      or agent on its behalf) in respect of those amounts, or apply and enforce
      the same in such manner and order as it sees
fit (whether against those amounts or otherwise) and no Guarantor
shall be entitled to the benefit of the same; and 




	68 







	 	(b) 	
      hold in an interest-bearing suspense account any moneys
      received from any Guarantor or on account of any Guarantor's liability
      under this clause 20.




	20.8 	
      Deferral of Guarantors' rights

	 	 
		
      Until all amounts which may be or become payable by the
      Obligors under or in connection with the Finance Documents have been
      irrevocably paid in full and unless the Facility Agent otherwise directs,
      no Guarantor will exercise any rights which it may have by reason of
      performance by it of its obligations under the Finance Documents or by
      reason of any amount being payable, or liability arising, under this
      clause 20:




	 	(a) 	
      to be indemnified by an Obligor;

	 	 	 
	 	(b) 	
      to claim any contribution from any other guarantor of any
      Obligor's obligations under the Finance Documents;

	 	 	 
	 	(c) 	
      to take the benefit (in whole or in part and whether by
      way of subrogation or otherwise) of any rights of the Finance Parties
      under the Finance Documents or of any other guarantee or security taken
      pursuant to, or in connection with, the Finance Documents by any Finance
      Party;

	 	 	 
	 	(d) 	
      to bring legal or other proceedings for an order
      requiring any Obligor to make any payment, or perform any obligation, in
      respect of which any Guarantor has given a guarantee, undertaking or
      indemnity under clause 20.1 (Guarantee and indemnity);

	 	 	 
	 	(e) 	
      to exercise any right of set-off against any Obligor;
      and/or

	 	 	 
	 	(f) 	
      to claim or prove as a creditor of any Obligor in
      competition with any Finance Party.



If a Guarantor receives any benefit,
payment or distribution in relation to such rights it shall hold that benefit,
payment or distribution to the extent necessary to enable all amounts which may
be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full for the Finance
Parties and shall promptly pay or transfer the same to the Facility Agent or as
the Facility Agent may direct for application in accordance with clause 32
(Payment Mechanisms). 

	20.9 	
      Additional security

	 	 
		
      This guarantee is in addition to and is not in any way
      prejudiced by any other guarantee or security now or subsequently held by
      any Finance Party.

	 	 
	20.10 	
      Waiver




	 	(a) 	
      To the extent that this guarantee would unintendedly be
      deemed to qualify as a suretyship (borgtocht) under Article 7:850
      of the Dutch Civil Code, the effects under Dutch law of such qualification
      do not apply and each Guarantor will not have any defence which it would
      otherwise have had solely on the basis that it would have been a surety
      (borg) under Article 7:850 of the Dutch Civil Code.

	 	 	 
	 	(b) 	
      Each Guarantor hereby waives all its rights and defences
      as set out in Section 7:852 (1), (2) and (3), Section 7:853 and Section
      7:855 Dutch Civil Code and all its rights and defences as set out in Section 6:139 and Section 6:154
Dutch Civil Code as well as all other rights and defences accorded to it by law
or otherwise including, without limitation, the right of set-off, insofar as
such a waiver is permitted by mandatory provisions of law.




	69 







	20.11 	
      Dutch Guarantee Limitations

	 	 
		
      Notwithstanding any other provision of this clause 20,
      the guarantee, indemnity and other obligations of any Guarantor
      incorporated in the Kingdom of the Netherlands (each a "Dutch
      Guarantor") expressed to be assumed by it in this clause 20.11 shall
      be deemed not to be assumed by such Dutch Guarantor to the extent that the
      same would constitute unlawful financial assistance within the meaning of
      Article 2:98(c) Dutch Civil Code or any other applicable financial
      assistance rules under any relevant jurisdiction and the provisions of
      this Agreement and the other Finance Documents shall be construed
      accordingly.

	 	 
	20.12 	
      Guarantee Limitation - Fraudulent
  Conveyance

	 	 
		
      Any term or provision of this clause 20 or any other term
      in this Agreement or any Finance Document notwithstanding, the maximum
      aggregate amount of the obligations for which any Guarantor shall be
      liable under this Agreement or any other Finance Document shall in no
      event exceed an amount equal to the largest amount that would not render
      such Guarantor's obligations under this Agreement subject to avoidance
      under applicable United States federal or state fraudulent transfer,
      fraudulent conveyance or similar laws.




	70 







	SECTION 8 
	 
	REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF
      DEFAULT 



	21. 	
      REPRESENTATIONS

	 	 
		
      Each Obligor makes the representations and warranties set
      out in this clause 21 to each Finance Party on the date of this
      Agreement.

	 	 
	21.1 	
      Status




	 	(a) 	
      It is a corporation or a limited liability company, duly
      incorporated or organised and validly existing under the law of its
      jurisdiction of incorporation or organisation.

	 	 	 
	 	(b) 	
      It and each of its Subsidiaries has the power to own its
      assets and carry on its business as it is being
  conducted.




	21.2 	
      Binding obligations

	 	 
		
      The obligations expressed to be assumed by it in each
      Finance Document are, subject to the Legal Reservations, legal, valid,
      binding and enforceable obligations.

	 	 
	21.3 	
      Non-conflict with other obligations

	 	 
		
      The entry into and performance by it of, and the
      transactions contemplated by, the Finance Documents do not and will not
      conflict with:




	 	(a) 	
      any law or regulation applicable to it;

	 	 	 
	 	(b) 	
      its or any of its Subsidiaries' constitutional documents;
      or

	 	 	 
	 	(c) 	
      any agreement or instrument binding upon it or any of its
      assets in a way that could reasonably be expected to have a Material
      Adverse Effect.




	21.4 	
      Power and authority

	 	 
		
      It has the power to enter into, perform and deliver, and
      has taken all necessary action to authorise its entry into, performance
      and delivery of, the Finance Documents to which it is a party and the
      transactions contemplated by those Finance Documents.

	 	 
	21.5 	
      Validity and admissibility in evidence

	 	 
		
      All Authorisations required or
  desirable:




	 	(a) 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations in the Finance Documents to which it is a
      party; and

	 	 	 
	 	(b) 	
      to make the Finance Documents to which it is a party
      admissible in evidence in each Relevant
Jurisdiction,



have been obtained or effected and are
in full force and effect. 

	71 







	21.6 	
      Governing law and
enforcement




	 	(a) 	
      Subject to the Legal Reservations, the choice of
      governing law of each of the Finance Documents will be recognised and
      enforced in each Relevant Jurisdiction.

	 	 	 
	 	(b) 	
      Subject to the Legal Reservations, any judgment obtained
      in the Kingdom of the Netherlands in relation to a Finance Document will
      be recognised and enforced in each Relevant
Jurisdiction.




	21.7 	
      Deduction of Tax

	 	 
		
      It is not required to make any deduction for or on
      account of Tax from any payment it may make under any Finance Document
      provided that, with respect to payments by or on behalf of a US Borrower,
      a Withholding Tax Form has been provided by the relevant Finance
    Party.

	 	 
	21.8 	
      No filing or stamp taxes

	 	 
		
      Under the law of each Relevant Jurisdiction it is not
      necessary that the Finance Documents be filed, recorded or enrolled with
      any court or other authority in that jurisdiction or that any stamp,
      registration or similar tax be paid on or in relation to the Finance
      Documents or the transactions contemplated by the Finance
  Documents.

	 	 
	21.9 	
      No default




	 	(a) 	
      No Event of Default is continuing or might reasonably be
      expected to result from the making of any Utilisation.

	 	 	 
	 	(b) 	
      No other event or circumstance is outstanding which
      constitutes a default under any other agreement or instrument which is
      binding on it or to which its assets are subject which could reasonably be
      expected to have a Material Adverse Effect.




	21.10 	
      No misleading
information




	 	(a) 	
      Any written factual information provided by any member of
      the Group or Tradin Organics USA LLC pursuant to or in connection with the
      Finance Documents is true and accurate in all material respects as at the
      date it was provided or as at the date (if any) at which it is
    stated.

	 	 	 
	 	(b) 	
      Nothing has occurred or been omitted from the information
      provided and no information has been given or withheld that results in the
      information provided being untrue or misleading in any material
      respect.

	 	 	 
	 	(c) 	
      All written information supplied by any member of the
      Group or Tradin Organics USA LLC is true, complete and accurate in all
      material respects as at the date it was given and is not misleading in any
      respect.




	21.11 	
      Financial statements




	 	(a) 	
      Its Original Financial Statements were prepared in
      accordance with GAAP consistently applied.

	 	 	 
	 	(b) 	
      Its Original Financial Statements fairly represent its
      financial condition and operations (consolidated in the case of the
      Company) during the relevant financial year.




	72 







	 	(c) 	
      There has been no material adverse change in its business
      or financial condition (or the business or consolidated financial
      condition of the Group, in the case of the Company and/or Tradin Organics
      USA LLC) since the date on which its Original Financial Statements are
      stated to have been prepared.




	21.12 	
      Pari passu ranking

	 	 
		
      Its payment obligations under the Finance Documents rank
      at least pari passu with the claims of all its other unsecured and
      unsubordinated creditors, except for obligations mandatorily preferred by
      law applying to companies generally.

	 	 
	21.13 	
      No proceedings pending or threatened

	 	 
		
      No litigation, arbitration or administrative proceedings
      of or before any court, arbitral body or agency which, if adversely
      determined, could reasonably be expected to have a Material Adverse Effect
      has been started or (to the best of its knowledge and belief) threatened
      against any member of the Group and/or Tradin Organics USA LLC (or against
      the directors of any member of the Group and/or Tradin Organics USA
      LLC).

	 	 
	21.14 	
      Insolvency

	 	 
		
      No:




	 	(a) 	
      corporate action, legal proceeding or other procedure or
      step described in paragraph (a) of clause 25.7 (Insolvency
      proceedings); or

	 	 	 
	 	(b) 	
      creditors' process described in clause 25.8
      (Creditors' process),



has been taken or is threatened in
relation to a member of the Group and/or Tradin Organics USA LLC; and none of
the circumstances described in clause 25.6 (Insolvency) applies to a
member of the Group. 

	21.15 	
      No breach of laws

	 	 
		
      It has not (and none of its Subsidiaries has) breached
      any law or regulation which breach has or could reasonably be expected to
      have a Material Adverse Effect.

	 	 
	21.16 	
      Financial Indebtedness

	 	 
		
      Neither it nor any of its Subsidiaries has any Financial
      Indebtedness outstanding other than Permitted Financial
    Indebtedness.

	 	 
	21.17 	
      Environmental compliance

	 	 
		
      Each member of the Group and Tradin Organics USA LLC has
      performed and observed in all material respects all Environmental Law,
      Environmental Permits and all other material covenants, conditions,
      restrictions or agreements directly or indirectly concerned with any
      contamination, pollution or waste or the release or discharge of any toxic
      or hazardous substance in connection with any real property which is or
      was at any time owned, leased or occupied by any member of the Group
      and/or Tradin Organics USA LLC or on which any member of the Group and/or
      Tradin Organics USA LLC has conducted any activity where failure to do so
      could reasonably be expected to have a Material Adverse
  Effect.




	73 







	21.18 	
      Environmental Claims

	 	 
		
      No Environmental Claim has been commenced or (to the best
      of its knowledge and belief) is threatened against any member of the Group
      and/or Tradin Organics USA LLC where that claim could be reasonably be
      expected, if determined against that member of the Group and/or Tradin
      Organics USA LLC, to have a Material Adverse Effect.

	 	 
	21.19 	
      Taxation




	 	(a) 	
      It has duly and punctually paid and discharged all Taxes
      imposed upon it or its assets within the time period allowed without
      incurring penalties (except to the extent that (i) payment is being
      contested in good faith, (ii) it has maintained adequate reserves for
      those Taxes and (iii) payment can be lawfully withheld).

	 	 	 
	 	(b) 	
      It is not materially overdue in the filing of any Tax
      returns.

	 	 	 
	 	(c) 	
      No claims are being or are reasonably likely to be
      asserted against it with respect to Taxes.

	 	 	 
	 	(d) 	
      It has properly filed or caused to be filed (and, where
      applicable, has been included in) all material US Tax returns, reports and
      statements (whether federal, state, local or otherwise) applicable to it
      in all jurisdictions in which such returns, reports and statements are
      required to be filed. All such US Tax returns are correct and complete in
      all material respects.

	 	 	 
	 	(e) 	
      It has paid all material US Taxes due whether or not
      shown on any tax return, together with applicable interest and penalties,
      except to the extent such US Taxes are contested in good faith by proper
      proceedings which stay the imposition of any penalty, fine or lien
      resulting from the non-payment of such US Taxes and with respect to which
      adequate reserves have been set aside for the payment of such US
    Taxes.




	21.20 	
      No Immunity

	 	 
		
      In any proceedings taken in a Relevant Jurisdiction in
      relation to the Finance Documents, it will not be entitled to claim for
      itself or any of its assets immunity from suit, execution, attachment or
      other legal process.

	 	 
	21.21 	
      Security

	 	 
		
      No Security exists over all or any of the present or
      future assets of any member of the Group and/or Tradin Organics USA LLC
      other than any Security permitted under clause 24.3 (Negative
      pledge).

	 	 
	21.22 	
      Ranking

	 	 
		
      Subject to any Security permitted under paragraphs
      (c)(iii), (iv), (v), (vi) and (x) of clause 24.3 (Negative pledge),
      the Transaction Security has or will have first ranking priority and it is
      not subject to any prior ranking or pari passu ranking
  Security.




	74 







	21.23 	
      Transaction Security

	 	 
		
      Each Security Document to which it is a party validly
      creates the Security which is expressed to be created by that Security
      Document and evidences the Security it is expressed to evidence.

	 	 
	21.24 	
      Good title to assets

	 	 
		
      It has good, valid and marketable title to, or valid
      leases or licences of, and all appropriate Authorisations to use, the
      assets necessary to carry on its business as presently
conducted.

	 	 
	21.25 	
      Legal and beneficial owner

	 	 
		
      It is the absolute legal owner and beneficial owner of
      the assets subject to the Transaction Security.

	 	 
	21.26 	
      Group Structure

	 	 
		
      The Group Structure Chart delivered to the Facility Agent
      pursuant to schedule 2 (Conditions Precedent) is true, complete and
      accurate.

	 	 
	21.27 	
      Ownership of the Obligors

	 	 
		
      Each Obligor (other than the Company) is a wholly-owned
      Subsidiary of the Company.

	 	 
	21.28 	
      Ownership of the Company

	 	 
		
      The Company is under the control of SunOpta
Inc.

	 	 
	21.29 	
      Tax Notice

	 	 
		
      No notice under Article 36 Tax Collection Act
      (Invorderingswet 1990) has been given by any member of the Group
      and/or Tradin Organics USA LLC.

	 	 
	21.30 	
      Centre of main interests and
  establishments




	 	(a) 	
      It has its' "centre of main interests" (as that term is
      used in Article 3(1) of The Council of the European Union Regulation No.
      1346/2000 on Insolvency Proceedings (the "Regulation") in its
      jurisdiction of incorporation;

	 	 	 
	 	(b) 	
      The Original Obligors have an "establishment" (as defined
      in Article 2(h) of the Regulation) in Germany and
France.




	21.31 	
      ERISA and Multiemployer
Plan




	 	(a) 	
      No ERISA Event has occurred, is continuing, or is
      reasonably likely to occur with respect to which any Obligor or ERISA
      Affiliate has or is reasonably likely to incur any liability.

	 	 	 
	 	(b) 	
      Each Employee Plan is in compliance in form and operation
      with ERISA and the Code and all other applicable laws and regulations save
      where any failure to comply would not reasonably be expected to have a
      Material Adverse Effect.




	75 







	 	(c) 	
      Each Employee Plan which is intended to be qualified
      under Section 401(a) of the Code has been determined by the IRS to be so
      qualified or is in the process of being submitted to the IRS for approval
      or will be so submitted during the applicable remedial amendment period,
      and, nothing has occurred since the date of such determination that would
      adversely affect such determination (or, in the case of an Employee Plan
      with no determination, nothing has occurred that would materially
      adversely affect such qualification).

	 	 	 
	 	(d) 	
      There exists no Unfunded Pension Liability with respect
      to any Employee Plan, except as would not have a Material Adverse
      Effect.

	 	 	 
	 	(e) 	
      Neither any Obligor nor any ERISA Affiliate has incurred
      a complete or partial withdrawal from any Multiemployer Plan, and if each
      of the Obligors and each ERISA Affiliate were to withdraw in a complete
      withdrawal as of the date hereof, the aggregate withdrawal liability that
      would be incurred would not reasonably be expected to have a Material
      Adverse Effect.

	 	 	 
	 	(f) 	
      There are no actions, suits or claims pending against or
      involving an Employee Plan (other than routine claims for benefits) or, to
      the knowledge of any Obligor or any ERISA Affiliate, threatened, which
      would reasonably be expected to be asserted successfully against any
      Employee Plan and, if so asserted successfully, would reasonably be
      expected either singly or in the aggregate to have a Material Adverse
      Effect.

	 	 	 
	 	(g) 	
      Each Obligor and ERISA Affiliate has made all material
      contributions to or under each such Employee Plan it is required by law to
      make within the applicable time limits prescribed thereby, the terms of
      such Employee Plan, or any contract or agreement requiring contributions
      to an Employee Plan, except where any failure to comply would not
      reasonably be expected to have a Material Adverse Effect.

	 	 	 
	 	(h) 	
      Neither any Obligor nor any ERISA Affiliate has ceased
      operations at a facility so as to become subject to the provisions of
      Section 4068(a) of ERISA, withdrawn as a substantial employer so as to
      become subject to the provisions of Section 4063 of ERISA or ceased making
      contributions to any Employee Plan subject to Section 4064(a) of ERISA to
      which it made contributions.

	 	 	 
	 	(i) 	
      To the knowledge of each Obligor and each ERISA
      Affiliate, no Multiemployer Plan is or is reasonably likely to become
      insolvent or is in reorganization for purposes of Title IV of ERISA,
      except where any such insolvency or reorganization would not reasonably be
      expected to have a Material Adverse Effect.




	21.32 	
      Federal Reserve
Regulations




	 	(a) 	
      No Obligor is engaged or will engage, principally or as
      one of its important activities, in the business of purchasing or carrying
      Margin Stock or extending credit for the purpose of purchasing or carrying
      Margin Stock.

	 	 	 
	 	(b) 	
      None of the proceeds of the Loans or other extensions of
      credit under this Agreement will be used, directly or indirectly, for the
      purpose of buying or carrying any Margin Stock, for the purpose of
      reducing or retiring any Financial Indebtedness that was originally
      incurred to buy or carry any Margin Stock or for any other purpose which
      might cause all or any Loans or other extensions of credit under this
      Agreement to be considered a "purpose credit" within the meaning of
      Regulation U or Regulation X.




	76 







	21.33 	
      Investment Companies

	 	 
		
      No Obligor, person controlling an Obligor or Subsidiary
      of an Obligor is or is required to be registered as an "investment
      company" under the US Investment Company Act of 1940 (the "1940
      Act").

	 	 
	21.34 	
      Economic Sanctions Law




	 	(a) 	
      No member of the Group (excluding Sunopta Inc.) nor any
      Affiliate of any member of the Group (excluding Sunopta Inc.) is, or is
      owned or controlled by, a Sanctioned Person, and no officer, director,
      employee or holder of shares in any member of the Group (excluding Sunopta
      Inc.) is a Sanctioned Person.

	 	 	 
	 	(b) 	
      No member of the Group (excluding Sunopta Inc.) nor any
      Affiliate of any member of the Group (excluding Sunopta Inc.) has, during
      the past 5 years, entered into (or been subject to any claim, proceedings,
      notice or investigation in relation to) any agreement, transaction or
      dealing with or for the benefit of any Sanctioned Person (or involving any
      property thereof) or involving any Sanctioned Jurisdiction.

	 	 	 
	 	(c) 	
      No member of the Group (excluding Sunopta Inc.) will
      directly or indirectly use any proceeds of the Loans made hereunder, or
      lend, contribute or otherwise make available such proceeds to any other
      person, entity, joint venture or organization (A) to fund or facilitate
      any agreement, transaction or dealing with or for the benefit of any
      Sanctioned Person (or involving any property thereof) or involving any
      Sanctioned Jurisdiction, or (B) in any other manner that will result in a
      violation of Economic Sanctions Law by any person, including any Finance
      Party.




	21.35 	
      Repetition

	 	 
		
      The Repeating Representations are deemed to be made by
      each Obligor (by reference to the facts and circumstances then existing)
      on:




	 	(a) 	
      the date of each Utilisation Request and the first day of
      each Interest Period; and

	 	 	 
	 	(b) 	
      in the case of an Additional Obligor, the day on which it
      becomes (or it is proposed that it becomes) an Additional
  Obligor.




	22. 	
      INFORMATION UNDERTAKINGS

	 	 
		
      The undertakings in this clause 22 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any Facility is in force.

	 	 
	22.1 	
      Financial statements

	 	 
		
      The Company shall supply to the Facility Agent in
      sufficient copies for all the Lenders:




	 	(a) 	
      as soon as the same become available, but in any event
      within 30 days after the end of the first, second and third quarter of
      each of its financial years the consolidated financial statements of the
      Company for that quarter containing a balance sheet, a profit and loss
      statement and a consolidation statement;

	 	 	 
	 	(b) 	
      as soon as the same become available, but in any event
      within 60 days after the end of the fourth quarter of each of its
      financial years the consolidated financial
statements of the Company for that quarter containing a balance sheet, a
profit and loss statement and a consolidation statement;




	77 







	 	(c) 	
      as soon as the same become available, but in any event
      within 180 days after the end of each of its financial years, the audited
      consolidated financial statements of the Company for that financial year
      containing a balance sheet and profit and loss statement including (a
      summary of) the president's report, a consolidation sheet - audited
      special purposes report;

	 	 	 
	 	(d) 	
      as soon as the same become available, but in any event
      within 270 days after the end of each of its financial years the audited
      financial reports of Tradin Organic Agriculture B.V. and Trabocca B.V. for
      that financial year; and

	 	 	 
	 	(e) 	
      as soon as the same become available, but in any event
      within 270 days after the end of each of its financial years the unaudited
      financial reports of Tradin Organics USA LLC and SunOpta Foods Europe B.V.
      for that financial year.




	22.2 	
      Compliance Certificate




	 	(a) 	
      The Company shall supply to the Facility Agent, with each
      set of financial statements delivered pursuant to paragraphs (a), (b) and
      (c) of clause 22.1 (Financial statements), a Compliance Certificate
      setting out (in reasonable detail) computations as to compliance with
      clause 23 (Financial Covenants) as at the date at which those
      financial statements were drawn up.

	 	 	 
	 	(b) 	
      Each Compliance Certificate shall be signed by a managing
      director of the Company.




	22.3 	
      Requirements as to financial
  statements




	 	(a) 	
      Each set of financial statements delivered by the Company
      pursuant to clause 22.1 (Financial statements) shall be certified
      by a director of the relevant company as fairly representing its financial
      condition as at the date at which those financial statements were drawn
      up.

	 	 	 
	 	(b) 	
      The Company shall procure that each set of financial
      statements of an Obligor delivered pursuant to clause 22.1 (Financial
      statements) is prepared using generally accepted accounting principles
      and accounting practices and financial reference periods consistent with
      those applied in the preparation of the Original Financial Statements for
      that Obligor unless, in relation to any set of financial statements, it
      notifies the Facility Agent that there has been a change in those
      generally accepted accounting principles or the accounting practices or
      reference periods, and its auditors (or, if appropriate, the auditors of
      the Obligor) deliver to the Facility Agent:




	 	(i) 	
      a description of any change necessary for those financial
      statements to reflect the generally accepted accounting principles,
      accounting practices and reference periods upon which that Obligor's
      Original Financial Statements were prepared; and

	 	 	 
	 	(ii) 	
      sufficient information, in form and substance as may be
      reasonably required by the Facility Agent, to enable the Lenders to
      determine whether clause 23 (Financial Covenants) has been complied
      with and make an accurate comparison between the financial position
      indicated in those financial statements and that Obligor's Original
      Financial Statements.




	78 







	 	(c) 	
      If the Company notifies the Facility Agent of a change in
      accordance with paragraph (b) above then the Company and Facility Agent
      shall enter into negotiations in good faith with a view to
  agreeing:




	 	(i) 	
      whether or not the change might result in any material
      alteration in the commercial effect of any of the terms of this Agreement;
      and

	 	 	 
	 	(ii) 	
      if so, any amendments to this Agreement which may be
      necessary to ensure that the change does not result in any material
      alteration in the commercial effect of those
terms,



and if any amendments are agreed they
shall take effect and be binding on each of the Parties in accordance with their
terms. 

	 	(d) 	
      Any reference in this Agreement to "those financial
      statements" shall be construed as a reference to those financial
      statements as adjusted to reflect the basis upon which the Original
      Financial Statements were prepared.




	22.4 	
      ERISA-Related Information

	 	 
		
      The Borrower shall supply to the Facility Agent (in
      sufficient copies for all the Lenders, if the Facility Agent so
      requests):




	 	(a) 	
      promptly and in any event within 15 days after any
      Obligor or any ERISA Affiliate files a schedule B (or such other schedule
      as contains actuarial information) to IRS Form 5500 in respect of an
      Employee Plan with Unfunded Pension Liabilities, a copy of such IRS Form
      5500 (including the schedule B);

	 	 	 
	 	(b) 	
      promptly and in any event within 15 days after any
      Obligor or any ERISA Affiliate knows or has reason to know that any ERISA
      Event which, individually or when aggregated with any other ERISA Event,
      would reasonably be expected to have a Material Adverse Effect has
      occurred, the written statement of the Chief Financial Officer of such
      Obligor or ERISA Affiliate, as applicable, describing such ERISA Event and
      the action, if any, which it proposes to take with respect to such ERISA
      Event and a copy of any notice filed with the PBGC or the IRS pertaining
      to such ERISA Event; provided that, in the case of ERISA Events under
      paragraph (e) of the definition thereof, the 15-day period set forth above
      shall be a ten-day period, and, in the case of ERISA Events under
      paragraph (b) of the definition thereof, in no event shall notice be given
      later than the occurrence of the ERISA Event;

	 	 	 
	 	(c) 	
      promptly, and in any event within 15 days, after becoming
      aware that there has been (i) a material increase in Unfunded Pension
      Liabilities, taking into account only Employee Plans with positive
      Unfunded Pension Liabilities; (ii) the existence of potential withdrawal
      liability under Section 4201 of ERISA, if each Obligor and its ERISA
      Affiliates were to completely or partially withdraw from all Multiemployer
      Plans; (iii) the adoption of, or the commencement of contributions to, any
      Employee Plan subject to Section 412 of the Code by any Obligor or any
      ERISA Affiliate; or (iv) the adoption of any amendment to an Employee Plan
      subject to Section 412 of the Code which results in a material increase in
      contribution obligations of any Obligor, a detailed written description
      thereof from the Chief Financial Officer of each affected Obligor or ERISA
      Affiliate, as applicable; and

			 
	 	(d) 	
      copies of (i) any documents described in Section
      101(k)(1) of ERISA that an Obligor or any ERISA affiliate may request with
      respect to any Multiemployer Plan and (ii) any notices described in Section 101(1)(1) of ERISA that an
Obligor or any ERISA Affiliate may request with respect to any Multiemployer
Plan; provided that, the Obligor or the applicable ERISA Affiliate shall
promptly make a request for such documents or notices from the administrator or
sponsor of such Multiemployer Plan upon written request by the Lender and in any
event at least annually not later than the anniversary date of the date hereof,
and shall provide copies of such documents and notices promptly after receipt
thereof.




	79 







	22.5 	
      Information: miscellaneous

	 	 
		
      The Company shall supply to the Facility Agent (in
      sufficient copies for all the Lenders, if the Facility Agent so
      requests):




	 	(a) 	
      all documents despatched by the Company to its
      shareholders (or any class of them) or its creditors generally at the same
      time as they are dispatched;

	 	 	 
	 	(b) 	
      promptly upon becoming aware of them, the details of any
      litigation, arbitration or administrative proceedings which are current,
      threatened or pending against any member of the Group and/or Tradin
      Organics USA LLC (or against the directors of any member of the Group
      and/or Tradin Organics USA LLC), and which could result in a claim against
      any member of the Group and/or Tradin Organics USA LLC in an aggregate
      amount of EUR 250,000 (or an equivalent amount in any other currency) or
      more;

	 	 	 
	 	(c) 	
      promptly, such further information regarding the
      financial condition, business and operations of any member of the Group
      and/or Tradin Organics USA LLC as any Finance Party (through the Facility
      Agent) may reasonably request;

	 	 	 
	 	(d) 	
      promptly in case it enters into any agreement for the
      acquisition of any company, business or undertaking including details of
      the relevant company business or undertaking and the price to be paid
      (including any assumed indebtedness) in respect thereof and any other
      information in relation thereto as the Facility Agent might reasonably
      require;

	 	 	 
	 	(e) 	
      promptly of any direct or indirect change in ownership of
      the Company;

	 	 	 
	 	(f) 	
      promptly upon request, information relating to the
      vessels on which any Commodities will be or are transported;

	 	 	 
	 	(g) 	
      promptly upon request, information relating to a decrease
      in the value of any Eligible Receivable of Eligible Inventory or any
      provision made to any Eligible Receivable and

	 	 	 
	 	(h) 	
      within 5 Business Days of any termination of any
      intercompany guarantee referred to in paragraph (a) of Part 4 of Schedule
      10 (Conditions Subsequent), copies of any notices of termination
      thereunder (together with any other information relating thereto as the
      Facility Agent may reasonably request).




	22.6 	
      Notification of
default




	 	(a) 	
      Each Obligor shall notify the Facility
  Agent:




	 	(i) 	
      of any Default (and the steps, if any, being taken to
      remedy it) promptly upon becoming aware of its occurrence;
  and




	80 







	 	(ii) 	
      promptly in case it has reason to believe that it might
      not comply with clause 23 (Financial Covenants) at any
  time.




	 	(b) 	
      Promptly upon a request by the Facility Agent, the
      Company shall supply to the Facility Agent a certificate signed by two of
      its directors or senior officers on its behalf certifying that no Default
      is continuing (or if a Default is continuing, specifying the Default and
      the steps, if any, being taken to remedy it).




	22.7 	
      Use of websites




	 	(a) 	
      The Company may satisfy its obligation under this
      Agreement to deliver any information in relation to those Lenders ( the
      "Website Lenders") who accept this method of communication by
      posting this information onto an electronic website designated by the
      Company and the Facility Agent (the "Designated Website")
  if:




	 	(i) 	
      the Facility Agent expressly agrees (after consultation
      with each of the Lenders) that it will accept communication of the
      information by this method;

	 	 	 
	 	(ii) 	
      both the Company and the Facility Agent are aware of the
      address of and any relevant password specifications for the Designated
      Website; and

	 	 	 
	 	(iii) 	
      the information is in a format previously agreed between
      the Company and the Facility Agent.



If any Lender (a "Paper Form
Lender") does not agree to the delivery of information electronically then
the Facility Agent shall notify the Company accordingly and the Company shall
supply the information to the Facility Agent (in sufficient copies for each
Paper Form Lender) in paper form. In any event the Company shall supply the
Facility Agent with at least one copy in paper form of any information required
to be provided by it. 

	 	(b) 	
      The Facility Agent shall supply each Website Lender with
      the address of and any relevant password specifications for the Designated
      Website following designation of that website by the Company and the
      Facility Agent.

	 	 	 
	 	(c) 	
      The Company shall promptly upon becoming aware of its
      occurrence notify the Facility Agent if:




	 	(i) 	
      the Designated Website cannot be accessed due to
      technical failure;

	 	 	 
	 	(ii) 	
      the password specifications for the Designated Website
      change;

	 	 	 
	 	(iii) 	
      any new information which is required to be provided
      under this Agreement is posted onto the Designated Website;

	 	 	 
	 	(iv) 	
      any existing information which has been provided under
      this Agreement and posted onto the Designated Website is amended;
  or

	 	 	 
	 	(v) 	
      the Company becomes aware that the Designated Website or
      any information posted onto the Designated Website is or has been infected
      by any electronic virus or similar software.



If the Company notifies the Facility
Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be
provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and
until the Facility Agent and each Website Lender is satisfied that the
circumstances giving rise to the notification are no longer continuing. 

	81 







	 	(d) 	
      Any Website Lender may request, through the Facility
      Agent, one paper copy of any information required to be provided under
      this Agreement which is posted onto the Designated Website. The Company
      shall comply with any such request within ten Business
  Days.




	22.8 	
      "Know your customer"
checks




	 	(a) 	
      If:




	 	(i) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      made after the date of this Agreement;

	 	 	 
	 	(ii) 	
      any change in the status of an Obligor or the composition
      of the shareholders of an Obligor after the date of this Agreement;
    or

	 	 	 
	 	(iii) 	
      a proposed assignment or transfer by a Lender of any of
      its rights and obligations under this Agreement to a party that is not a
      Lender prior to such assignment or transfer,



obliges the Facility Agent or any
Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to
comply with "know your customer" or similar identification procedures in
circumstances where the necessary information is not already available to it,
each Obligor shall promptly upon the request of the Facility Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Facility Agent (for itself or on behalf of any
Lender) or any Lender (for itself or, in the case of the event described in
paragraph (iii) above, on behalf of any prospective new Lender) in order for the
Facility Agent, such Lender or, in the case of the event described in paragraph
(iii) above, any prospective new Lender to carry out and be satisfied it has
complied with all necessary "know your customer" or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents. 

	 	(b) 	
      Each Lender shall promptly upon the request of the
      Facility Agent supply, or procure the supply of, such documentation and
      other evidence as is reasonably requested by the Facility Agent (for
      itself) in order for the Facility Agent to carry out and be satisfied it
      has complied with all necessary "know your customer" or other similar
      checks under all applicable laws and regulations pursuant to the
      transactions contemplated in the Finance Documents.

	 	 	 
	 	(c) 	
      The Company shall, by not less than ten Business Days'
      prior written notice to the Facility Agent, notify the Facility Agent
      (which shall promptly notify the Lenders) of its intention to request that
      one of its Subsidiaries becomes an Additional Obligor pursuant to clause
      27 (Changes to the Obligors).

	 	 	 
	 	(d) 	
      Following the giving of any notice pursuant to paragraph
      (c) above, if the accession of such Additional Obligor obliges the
      Facility Agent or any Lender to comply with "know your customer" or
      similar identification procedures in circumstances where the necessary
      information is not already available to it, the Company shall promptly
      upon the request of the Facility Agent or any Lender supply, or procure
      the supply of, such documentation and other evidence as is reasonably requested by
the Facility Agent (for itself or on behalf of any Lender) or any Lender (for
itself or on behalf of any prospective new Lender) in order for the Facility
Agent or such Lender or any prospective new Lender to carry out and be satisfied
it has complied with all necessary "know your customer" or other similar checks
under all applicable laws and regulations pursuant to the accession of such
Subsidiary to this Agreement as an Additional Obligor.




	82 







	23. 	
      FINANCIAL COVENANTS

	 	 
	23.1 	
      Financial definitions



In this clause 23: 

"Consolidated Total Net Assets"
means the consolidated total assets of the Company as reported in the financial
statements delivered pursuant to paragraphs (a), (b) or (c) of clause 22.1
(Financial statements). 

"Solvency Ratio" means, at any
time, the ratio of Tangible Net Worth at such time to Consolidated Total Net
Assets at such time, expressed as a percentage. 

"Tangible Net Worth" means the
sum of all paid-up capital, free reserves, plus any subordinated loan capital,
less all intangible assets, less loans not related to Trade Business made to
Sunopta group companies not being Obligors. 

	23.2 	
      Financial condition

	 	 
		
      The Company shall ensure
that:




	 	(a) 	
      the Tangible Net Worth of the Guarantor is not less than
      EUR 22,000,000 at any time; and

	 	 	 
	 	(b) 	
      the Solvency Ratio shall be greater than 18 per
    cent.




	23.3 	
      Financial testing

	 	 
		
      The financial covenants set out in clause 23.2
      (Financial condition) shall be calculated in accordance with GAAP
      and tested by reference to each of the financial statements and/or each
      Compliance Certificate delivered pursuant to clause 22.2 (Compliance
      Certificate).

	 	 
	24. 	
      GENERAL UNDERTAKINGS

	 	 
		
      The undertakings in this clause 24 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any Lender continues to make any Facility
      available to an Obligor.

	 	 
	24.1 	
      Authorisations

	 	 
		
      Each Obligor shall promptly:




	 	(a) 	
      obtain, comply with and do all that is necessary to
      maintain in full force and effect; and

	 	 	 
	 	(b) 	
      supply certified copies to the Facility Agent
  of,



any Authorisation required under any law or regulation of the
Relevant Jurisdictions to enable it to perform its obligations under the Finance
Documents and to ensure the legality, validity, enforceability or admissibility
in evidence in each Relevant Jurisdiction of any Finance Document. 



	83 






	 	
       
	24.2 	
      Compliance with laws

	 	 
		
      Each Obligor shall comply in all respects with all laws
      to which it may be subject, if failure so to comply would materially
      impair its ability to perform its obligations under the Finance
      Documents.

	 	 
	24.3 	
      Negative pledge

	 	 
		
      In this clause 24.3, "Quasi-Security" means an
      arrangement or transaction described in paragraph (b)
  below.




	 	(a) 	
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will) create or permit to subsist any Security
      over any of its assets.

	 	 	 
	 	(b) 	
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will):




	 	(i) 	
      sell, transfer or otherwise dispose of any of its assets
      on terms whereby they are or may be leased to or re-acquired by an Obligor
      or any other member of the Group;

	 	 	 
	 	(ii) 	
      sell, transfer or otherwise dispose of any of its
      receivables on recourse terms;

	 	 	 
	 	(iii) 	
      enter into any arrangement under which money or the
      benefit of a bank or other account may be applied, set-off or made subject
      to a combination of accounts; or

	 	 	 
	 	(iv) 	
      enter into any other preferential arrangement having a
      similar effect,



in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial
Indebtedness or of financing the acquisition of an asset. 

	 	(c) 	
      Paragraphs (a) and (b) above do not apply to any Security
      (or as the case may be) Quasi-Security, listed
below:




	 	(i) 	
      any Security or Quasi-Security securing any Permitted
      Financial. Indebtedness referred to in paragraph (d) of that
      definition;

	 	 	 
	 	(ii) 	
      any Security or Quasi-Security granted by any member of
      the Group other than an Obligor to secure any Permitted Financial
      Indebtedness referred to in paragraph (f) of that definition;

	 	 	 
	 	(iii) 	
      any netting or set-off arrangement entered into by any
      member of the Group in the ordinary course of its banking arrangements for
      the purpose of netting debit and credit balances and any pledge granted
      over a credit balance on a bank account for the sole purpose of giving
      effect to such netting arrangements;




	84 







	 	(iv) 	
      any payment or close out netting or set-off arrangement
      pursuant to any hedging transaction entered into by a member of the Group
      and/or Tradin Organics USA LLC for the purpose
of:




	 	(A) 	
      hedging any risk to which any member of the Group and/or
      Tradin Organics USA LLC is exposed in its ordinary course of trading;
      or

	 	 	 
	 	(B) 	
      its interest rate or currency management operations which
      are carried out in the ordinary course of business and for non-speculative
      purposes only,



excluding, in each case, any Security
or Quasi-Security under a credit support arrangement in relation to a hedging
transaction; 

	 	(v) 	
      any Security or Quasi Security arising or created
      pursuant to:




	 	(A) 	
      clauses 25 and 26 (or corresponding provisions if
      amended) of the general banking terms and conditions (algemene
      bankvoorwaarden) used by any bank or financial institution in respect
      of its branch offices in the Kingdom of the Netherlands and based on the
      general conditions agreed between The Netherlands Bankers Association
      (Nederlandse Vereniging van Banken) and the Consumers Association
      (Consumentenbond); and

	 	 	 
	 	(B) 	
      any other customary general business condition of any
      bank or financial institution (in relation to accounts and/or deposits
      held with such bank or financial institution) which is required by law or
      is customarily required in the relevant jurisdiction with whom any member
      of the group maintains a banking relationship in the ordinary course of
      business;




	 	(vi) 	
      any lien and rights of set off arising by operation of
      law and in the ordinary course of trading;

	 	 	 
	 	(vii) 	
      any Security or Quasi-Security over or affecting any
      asset acquired by a member of the Group after the date of this Agreement
      if:




	 	(A) 	
      the Security or Quasi-Security was not created in
      contemplation of the acquisition of that asset by a member of the
      Group;

	 	 	 
	 	(B) 	
      the principal amount secured has not been increased in
      contemplation of, or since the acquisition of that asset by a member of
      the Group; and

	 	 	 
	 	(C) 	
      the Security or Quasi-Security is removed or discharged
      within three months of the date of acquisition of such
  asset;




	 	(viii) 	
      any Security or Quasi-Security over or affecting any
      asset of any company which becomes a member of the Group after the date of
      this Agreement, where the Security or Quasi-Security is created prior to
      the date on which that company becomes a member of the Group,
  if:




	 	(A) 	
      the Security or Quasi-Security was not created in
      contemplation of the acquisition of that
company;




	85 







	 	(B) 	
      the principal amount secured has not increased in
      contemplation of or since the acquisition of that company; and

	 	 	 
	 	(C) 	
      the Security or Quasi-Security is removed or discharged
      within three months of that company becoming a member of the
  Group;




	 	(ix) 	
      the Transaction Security; or

	 	 	 
	 	(x) 	
      any Security or Quasi-Security arising under any
      retention of title, hire purchase or conditional sale arrangement or
      arrangements having similar effect in respect of goods supplied to a
      member of the Group in the ordinary course of trading and on the
      supplier's standard or usual terms and not arising as a result of any
      default or omission by any member of the
Group.




	24.4 	
      Disposals




	 	(a) 	
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will), enter into a single transaction or a
      series of transactions (whether related or not) and whether voluntary or
      involuntary to sell, lease, transfer or otherwise dispose of any
    asset.

	 	 	 
	 	(b) 	
      Paragraph (a) above does not apply to any sale, lease,
      transfer or other disposal:




	 	(i) 	
      of assets made in the ordinary course of trading and on
      arm's length terms of the disposing entity;

	 	 	 
	 	(ii) 	
      of assets in exchange for other assets comparable or
      superior as to type, value and quality;

	 	 	 
	 	(iii) 	
      by one Obligor to another Obligor if that other Obligor
      is party to a legally valid binding and enforceable Security Document
      which creates a first priority Security over all of its assets;

	 	 	 
	 	(iv) 	
      for cash on arm's length terms of any obsolete assets not
      required for the efficient operation of the business of the Group and/or
      Tradin Organics USA LLC by any member of the Group and/or Tradin Organics
      USA LLC;

	 	 	 
	 	(v) 	
      of cash in respect of payment of management fees to
      SunOpta Inc. provided that any such payment does not in aggregate exceed
      EUR 5,000,000 per annum;

	 	 	 
	 	(vi) 	
      of cash where that disposal is not otherwise prohibited
      by the Finance Documents;

	 	 	 
	 	(vii) 	
      permitted under clause 24.3 (Negative pledge) or
      24.13 (Dividends) (to the extent agreed under that
  clause);

	 	 	 
	 	(viii) 	
      of any shares in SunOpta Food (Dalian) Ltd. or any assets
      owned by that entity;

	 	 	 
	 	(ix) 	
      of any shares in Tradin Organics USA LLC to Co peratie
      SunOpta U.A. in relation to the Reorganisation;
or




	86 







	 	(x) 	
      any disposal not permitted by the preceding paragraphs
      provided that the higher of the market value and the consideration
      receivable for all assets subject to any such disposal during any calendar
      year does not in aggregate exceed EUR 500,000.




	24.5 	
      Merger

	 	 
		
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will) enter into any amalgamation, demerger,
      merger or corporate reconstruction.

	 	 
	24.6 	
      Change of business

	 	 
		
      The Company shall ensure
that:




	 	(a) 	
      no change is made to the nature of the business of any
      member of the Group or Tradin. Organics USA LLC from that carried on at
      the date of this Agreement; and

	 	 	 
	 	(b) 	
      no member of the Group or Tradin Organics USA LLC shall
      commence any business or activity other than any activity conducted by it
      as at the date hereof.




	24.7 	
      Insurance

	 	 
		
      Each Obligor shall (and the Company shall ensure that
      each member of the Group will):




	 	(a) 	
      maintain in a manner acceptable to the Lenders insurance
      cover of a type and at a level on and in relation to its business and
      assets with reputable underwriters or insurance companies against those
      risks and to the extent as is usual for a prudent person carrying on the
      same or substantially similar business; and

	 	 	 
	 	(b) 	
      provide the Facility Agent with copies of relevant
      insurance policies, including but not limited to building insurance,
      inventory, local transport, marine open cargo insurance, political risk
      cover insurance and credit risk insurance.




	24.8 	
      Environmental Compliance

	 	 
		
      Each Obligor shall (and the Company shall ensure that
      each member of the Group will) comply in all material respects with all
      Environmental Law and obtain and maintain any Environmental Permits and
      take all reasonable steps in anticipation of known or expected future
      changes to or obligations under the same where failure to do so could
      reasonably be expected to have a Material Adverse Effect.

	 	 
	24.9 	
      Environmental Claims

	 	 
		
      The Company shall inform the Facility Agent in writing as
      soon as reasonably practicable upon becoming aware
of:




	 	(a) 	
      any Environmental Claim that has been commenced or (to
      the best of its knowledge and belief) is threatened against any member of
      the Group and/or Tradin Organics USA LLC; or

	 	 	 
	 	(b) 	
      any facts or circumstances which will or are reasonably
      likely to result in any Environmental Claim being commenced or threatened
      against any member of the Group and/or Tradin Organics USA
  LLC,



where the claim could be reasonably be expected, if determined
against that member of the Group or Tradin Organics USA LLC, to have a Material
Adverse Effect. 



	87 






	 	
       
	24.10 	
      Taxation

	 	 
		
      Each Obligor shall (and the Company shall ensure that
      each member of the Group will) duly and punctually pay and discharge all
      Taxes imposed upon it or its assets within the time period allowed without
      incurring penalties (except to the extent that (a) such payment is being
      contested in good faith, (b) adequate reserves are being maintained for
      those Taxes and (c) such payment can be lawfully withheld).

	 	 
	24.11 	
      Arm's length basis

	 	 
		
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will) enter into any intra-Group loan except on
      arm's length terms and for full market value.

	 	 
	24.12 	
      Loans and Guarantees

	 	 
		
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will) make any loans, grant any credit (save in
      the ordinary course of business) or give any guarantee or indemnity
      (except as required under any of the Finance Documents) to or for the
      benefit of any person or otherwise voluntarily assume any liability,
      whether actual or contingent, in respect of any obligation of any person
      unless the aggregate amount of all such loans and credits and liabilities
      under guarantees and indemnities and other relevant liabilities does not
      exceed EUR 10,000,000 at any time.

	 	 
	24.13 	
      Dividends




	 	(a) 	
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will):




	 	(i) 	
      pay, make or declare any dividend or other distribution
      in respect of any financial year of that member of the Group or Tradin
      Organics USA LLC; and/or

	 	 	 
	 	(ii) 	
      pay management fees to SunOpta Inc. except as permitted
      under paragraph (b)(v) of clause 24.4
(Disposals),



without the prior written consent of
the Lenders.

	24.14 	
      Indebtedness




	 	(a) 	
      The Company shall ensure that no member of the Group or
      Tradin Organics USA LLC shall incur, create or permit to subsist or have
      outstanding any Financial Indebtedness or enter into any agreement or
      arrangement whereby it is entitled to incur, create or permit to subsist
      any Financial Indebtedness.

	 	 	 
	 	(b) 	
      Paragraph (a) above does not apply to any Financial
      Indebtedness:




	 	(i) 	
      which is Permitted Financial Indebtedness; or

	 	 	 
	 	(ii) 	
      not falling within paragraph (b)(i) above if the
      aggregate amount does not exceed EUR 5,000,000 (or its equivalent in any
      other currency).




	88 







	24.15 	
      Preservation of Assets

	 	 
		
      Each Obligor shall, and the Company shall ensure that
      each member of the Group will, maintain and preserve all of its assets
      that are necessary for the conduct of its business, as conducted at the
      date of this Agreement, in good working order and condition, ordinary wear
      and tear excepted.

	 	 
	24.16 	
      Pari passu ranking

	 	 
		
      Each Obligor shall ensure that at all times any unsecured
      and unsubordinated claims of the Finance Parties against it under the
      Finance Documents rank at least pari passu with the claims of all its
      other unsecured and unsubordinated creditors except those creditors whose
      claims are mandatorily preferred by laws of general application to
      companies.

	 	 
	24.17 	
      Payments for Eligible Inventory

	 	 
		
      Each Obligor shall ensure that any amount owed to it in
      respect of Eligible Inventory is paid into a bank account subject to the
      Transaction Security and any documentary credit instrument issued in its
      name shall be payable at the counters of a Lender.

	 	 
	24.18 	
      Positive Pledge

	 	 
		
      Each Obligor shall promptly upon request by the Security
      Agent for itself and on behalf of the Lenders, if an Event of Default has
      occurred which is continuing and to the extent permitted by applicable
      law, create (or procure the creation of) first ranking, fully perfected
      additional Security in favour of the Security Agent over any of its assets
      not already subject to Transaction Security (other than any shares in an
      Obligor) on terms acceptable to the Security Agent (acting
    reasonably).

	 	 
	24.19 	
      Access

	 	 
		
      Each Obligor shall:




	 	(a) 	
      on request of the Facility Agent, provide the Facility
      Agent and Security Agent with any information the Facility Agent or
      Security Agent may reasonably require about the Charged Property and its
      compliance with the terms of the Security Documents; and

	 	 	 
	 	(b) 	
      permit the Security Agent, its representatives,
      delegates, professional advisers and contractors, free access at all
      reasonable times and on reasonable notice at the cost of the Obligors, (i)
      to inspect and take copies and extracts from the books, accounts and
      records in relation to the Charged Property of that Obligor and (ii) to
      view the Charged Property (without becoming liable as mortgagee in
      possession).




	24.20 	
      Guarantors

	 	 
		
      The Company shall ensure that at all times the aggregate
      gross assets and aggregate turnover of the Guarantors (in each case
      calculated on an unconsolidated basis and excluding all intra- group items
      and investments in Subsidiaries of any member of the Group) represents not
      less than 70 per cent of consolidated gross assets and consolidated
      turnover of the Group and Tradin Organics USA
LLC.




	89 







	24.21 	
      Compliance with ERISA

	 	 
		
      No Obligor shall:




	 	(a) 	
      allow, or permit any of its ERISA Affiliates to allow,
      (i) any Employee Plan with respect to which any Obligor or any of its
      ERISA Affiliates may have any liability to terminate, (ii) any Obligor or
      ERISA Affiliates to withdraw from any Employee Plan or Multiemployer Plan,
      (iii) any ERISA Event to occur with respect to any Employee Plan, or (iv)
      any Employee Plan to fail to satisfy the minimum funding standard (as
      defined in Section 302 of ERISA and Section 412 of the Code), whether or
      not waived, to the extent that any of the events described in (i), (ii),
      (iii) or (iv), singly or in the aggregate, could have a Material Adverse
      Effect;

	 	 	 
	 	(b) 	
      allow, or permit any of its ERISA Affiliates to allow,
      (i) the aggregate amount of Unfunded Pension Liability among all Employee
      Plans (taking into account only Employee Plans with positive Unfunded
      Pension Liability) at any time to be in an amount that would reasonably be
      expected to have a Material Adverse Effect; or (ii) the aggregate
      potential withdrawal liability under Section 4201 of ERISA, if the
      Borrowers and their ERISA Affiliates were to completely or partially
      withdraw from all Multiemployer Plans, to be in an amount that would
      reasonably be expected to have a Material Adverse Effect; or

	 	 	 
	 	(c) 	
      fail, or permit any of its ERISA Affiliates to fail, to
      comply in any material respect with ERISA or the related provisions of the
      Code, if any such non-compliance, singly or in the aggregate, would be
      reasonably likely to have a Material Adverse
Effect.




	24.22 	
      Federal Reserve Regulations

	 	 
		
      Each US Borrower will use the Facilities without
      violating Regulations T, U and X.

	 	 
	24.23 	
      Compliance with US Regulations

	 	 
		
      No Obligor shall (and the Company shall ensure that no
      other member of the Group will) become an "investment company," or an
      "affiliated person" of, or "promoter" or "principal underwriter" for, an
      "investment company," as such terms are defined in the 1940 Act. Neither
      the making of any Loan, or the application of the proceeds or repayment of
      any Loan by any Obligor nor the consummation of the other transactions
      contemplated by this Agreement will violate any provision of such act or
      any rule, regulation or order of the SEC under the 1940 Act.

	 	 
	24.24 	
      Further assurance




	 	(a) 	
      Each Obligor shall (and the Company shall procure that
      each member of the Group will) promptly do all such acts or execute all
      such documents (including assignments, transfers, mortgages, charges,
      notices and instructions) as the Security Agent may reasonably specify
      (and in such form as the Security Agent may reasonably require in favour
      of the Security Agent or its nominee(s)):




	 	(i) 	
      to perfect the Security created or intended to be created
      under or evidenced by the Security Documents (which may include the
      execution of a mortgage, charge, assignment or other Security over all or
      any of the assets which are, or are intended to be, the subject of the
      Transaction Security) or for the exercise of any rights, powers and
      remedies of the Security Agent or the Finance Parties provided by or
      pursuant to the Finance Documents or by law;




	90 







	 	(ii) 	
      to confer on the Security Agent or confer on the Finance
      Parties Security over any property and assets of that Obligor located in
      any jurisdiction equivalent or similar to the Security intended to be
      conferred by or pursuant to the Security Documents; and/or

	 	 	 
	 	(iii) 	
      to facilitate the realisation of the assets which are, or
      are intended to be, the subject of the Transaction Security (provided that
      an Event of Default has occurred and is continuing or any Finance Party
      has made a demand for repayment or cash cover in accordance with the
      Finance Documents).




	 	(b) 	
      Each Obligor shall (and the Company shall procure that
      each member of the Group shall) take all such action as is available to it
      (including making all filings and registrations) as may be necessary for
      the purpose of the creation, perfection, protection or maintenance of any
      Security conferred or intended to be conferred on the Security Agent or
      the Finance Parties by or pursuant to the Finance
  Documents.




	24.25 	
      Banking business




	 	(a) 	
      The Company shall ensure that no Obligor shall (i)
      conduct any banking business with any person other than the Lenders,
      Volksbank, Credit Agricole, Bank of America and Triodos Bank or (ii)
      conclude any hedging arrangements with any person other than ING Bank N.V.
      and Rabobank (or their Affiliates) or Saxo Bank.

	 	 	 
	 	(b) 	
      The Company shall procure that each relevant Obligor
      provides the Facility Agent with an overview of all outstanding deposits,
      derivative transactions, current (MtM) value and possible cash cover of
      such Obligors with Saxo Bank on a bi-weekly basis.

	 	 	 
	 	(c) 	
      The Company shall procure that each relevant Obligor
      treats each of ING Bank N.V., Rabobank and Deutsche Bank AG, Amsterdam
      branch as its preferred supplier of banking
products.




	24.26 	
      Economic Sanctions Law compliance

	 	 
		
      No Obligor shall (and the Company shall ensure that no
      member of the Group (excluding Sunopta Inc.)
will):




	 	(a) 	
      participate in or facilitate a transaction or business in
      a Sanctioned Jurisdiction or involving any Sanctioned Person;

	 	 	 
	 	(b) 	
      become or employ a Sanctioned Person or will locate
      themselves in a Sanctioned Jurisdiction;

	 	 	 
	 	(c) 	
      permit any Loan or the proceeds of any Loan, directly or
      indirectly, to be lent, contributed, provided or otherwise made available
      to any subsidiary, joint venture partner or other person, to fund any
      activities of or business in any Sanctioned Jurisdiction or with any
      person located, organised or residing in any Sanctioned Jurisdiction or
      with any person, or in any country or territory, that, at the time of such
      funding, is a Sanctioned Person, or in any other manner that could
      reasonably be expected to result in a violation by any person (including
      any Finance Party) of Economic Sanctions Law;

	 	 	 
	 	(d) 	
      repay the Facilities from funds or assets which
      constitute property of, or are beneficially owned by, any Sanctioned
      Person or which are direct proceeds derived from any transactions that violate the prohibitions set forth
in any applicable Economic Sanctions Law; and




	91 







	 	(e) 	
      allow any Sanctioned Person to have any direct or
      indirect interest in any Obligor (other than such direct or indirect
      interest through Sunopta Inc.).




	24.27 	
      Conditions subsequent




	 	(a) 	
      The Company shall procure that by no later than 30
      November 2014, it and each relevant Borrower shall replace the existing
      warehouse agreements described in Part 1of schedule 10 (Conditions
      Subsequent) with new warehouse agreements substantially in the form of
      schedule 3 to the Security Document referred to in paragraph 2(a) of Part
      1 of schedule 2 (Conditions Precedent) (as amended on the last
      amendment date of this Agreement).

	 	 	
       

	 	(b) 	
      The Company shall procure that by no later than 31
      December 2014, it and each relevant Borrower shall conclude the new
      warehouse agreements described in Part 2 of schedule 10 (Conditions
      Subsequent) substantially in the form of schedule 3 to the Security
      Document referred to in paragraph 2(a) of Part 1 of schedule 2
      (Conditions Precedent) (as amended on the last amendment date of
      this Agreement).

	 	 	 
	 	(c) 	
      The Company and Tradin Organic Agriculture B.V. shall
      procure that by no later than 30 October 2014, the security document
      described in Part 3 of schedule 10 (Conditions Subsequent) is
      entered into with the Security Agent in a form and with a substance
      satisfactory to the Facility Agent.

	 	 	 
	 	(d) 	
      The Company and Tradin Organic Agriculture B.V. shall
      procure that by no later than 30 October 2014 they shall conclude a
      warehouse agreement (or enter into any other relevant agreement,
      arrangement or undertaking which is customary in the Federal Republic of
      Germany) with the relevant warehouse owner where the assets transferred
      under the agreement referred to in paragraph (c) above) are or will be
      stored) on terms and conditions satisfactory to the Facility
  Agent.

	 		
	 	(e) 	
      A legal opinion from DLA Piper UK LLP (in Germany)
      addressed to the Arranger, the Facility Agent and the Security Agent
      relating to the validity and enforceability of the documents referred to
      in paragraphs (c) and (d) above.

	 	 	 
	 	(f) 	
      The Company shall procure that the conditions subsequent
      specified in Part 4 of schedule 10 (Conditions Subsequent) are
      fulfilled prior to 15 November 2014.

	 	 	 
	 	(g) 	
      The Company shall procure that prior to 15 November 2014
      Security is established for the benefit of all Finance Parties in respect
      of all bank accounts held by any relevant Obligor with (i) Saxo Bank
      (subject to the performance of a cost / benefit analysis between the
      Facility Agent and the Company) and (ii) Rabobank and Deutsche Bank
      Nederland AG, Amsterdam Branch which are opened pursuant to or in
      connection with the Facilities Agreement.

	 	 	 
	 	(a) 	
      The Company shall procure that, prior to 30 November
      2014, in connection with Facility 3, a hedge agreement is entered into
      (and corresponding hedge accounts (which are made subject to Security as
      envisaged under paragraph (g) above) are opened) between the Company and
      Rabobank.




	92 







	25. 	
      EVENTS OF DEFAULT

	 	 
		
      Each of the events or circumstances set out in this
      clause 25 is an Event of Default (save as for clause 25.22 (Facilities
      uncommitted and on demand).

	 	 
	25.1 	
      Non-payment

	 	 
		
      An Obligor does not pay on the due date any amount
      payable pursuant to a Finance Document at the place at and in the currency
      in which it is expressed to be payable unless:




	 	(a) 	
      its failure to pay is caused
by:




	 	(i) 	
      administrative or technical error; or

	 	 	 
	 	(ii) 	
      a Disruption Event; and




	 	(b) 	
      payment is made within 3 Business Days of its due
      date.




	25.2 	
      Financial covenants

	 	 
		
      Any requirement of clause 23 (Financial Covenants)
      is not satisfied.

	 	 
	25.3 	
      Other obligations




	 	(a) 	
      An Obligor does not comply with any provision of the
      Finance Documents (other than those referred to in clause 25.1
      (Non-payment) and clause 23 (Financial
Covenants)).

	 	 	 
	 	(b) 	
      No Event of Default under paragraph (a) above will occur
      if the failure to comply is capable of remedy and is remedied within 10
      Business Days of the Facility Agent giving notice to the Company or the
      Company becoming aware of the failure to comply unless the Facility Agent
      or the Security Agent notifies the relevant Obligor that in its opinion
      any delay in remedying such breach or default may be prejudicial to the
      interests of the Finance Parties.




	25.4 	
      Misrepresentation

	 	 
		
      Any representation or statement made or deemed to be made
      by an Obligor in the Finance Documents or any other document delivered by
      or on behalf of any Obligor under or in connection with any Finance
      Document is or proves to have been incorrect or misleading in any material
      respect when made or deemed to be made unless such misrepresentation is
      capable of remedy and is remedied within 10 Business Days of the Facility
      Agent giving notice to the Company or the Company becoming aware of the
      failure to comply.

	 	 
	25.5 	
      Cross default




	 	(a) 	
      Any Financial Indebtedness of any member of the Group
      and/or Tradin Organics USA LLC is not paid when due nor within any
      originally applicable grace period.

	 	 	 
	 	(b) 	
      Any Financial Indebtedness of any member of the Group
      and/or Tradin Organics USA LLC is declared to be or otherwise becomes due
      and payable prior to its specified maturity as a result of an event of
      default (however described).




	93 







	 	(c) 	
      Any commitment for any Financial Indebtedness of any
      member of the Group and/or Tradin Organics USA LLC is cancelled or
      suspended by a creditor of any member of the Group and/or Tradin Organics
      USA LLC as a result of an event of default (however described).

	 	 	 
	 	(d) 	
      Any creditor of any member of the Group and/or Tradin
      Organics USA LLC becomes entitled to declare any Financial Indebtedness of
      any member of the Group and/or Tradin Organics USA due and payable prior
      to its specified maturity as a result of an event of default (however
      described).

	 	 	 
	 	(e) 	
      No Event of Default will occur under this clause 25.5 if
      the aggregate amount of Financial Indebtedness or commitment for Financial
      Indebtedness falling

	 	 	 
	 	(f) 	
      within paragraphs (a) to (d) above is less than EUR
      500,000 (or its equivalent in any other currency or
  currencies).




	25.6 	
      Insolvency




	 	(a) 	
      A member of the Group and/or Tradin Organics USA LLC is
      unable or admits inability to pay its debts as they fall due, suspends
      making payments on any of its debts or, by reason of actual or anticipated
      financial difficulties, commences negotiations with one or more of its
      creditors with a view to rescheduling any of its indebtedness.

	 	 	 
	 	(b) 	
      The value of the assets of any member of the Group and/or
      Tradin Organics USA LLC is less than its liabilities (taking into account
      contingent and prospective liabilities).

	 	 	 
	 	(c) 	
      A moratorium is declared in respect of any indebtedness
      of any member of the Group and/or Tradin Organics USA
  LLC.




	25.7 	
      Insolvency proceedings

	 	 
		
      Any corporate action, legal proceedings or other
      procedure or step is taken in relation to:




	 	(a) 	
      the suspension of payments, a moratorium of any
      indebtedness, winding-up, dissolution, administration or reorganisation
      (by way of voluntary arrangement, scheme of arrangement or otherwise) of
      any member of the Group and/or Tradin Organics USA LLC other than a
      solvent liquidation or reorganisation of any member of the Group which is
      not an Obligor;

	 	 	 
	 	(b) 	
      a composition, compromise, assignment or arrangement with
      any creditor of any member of the Group and/or Tradin Organics USA
    LLC;

	 	 	 
	 	(c) 	
      the appointment of a liquidator (other than in respect of
      a solvent liquidation of a member of the Group which is not an Obligor),
      receiver, administrative receiver, administrator, compulsory manager or
      other similar officer in respect of any member of the Group and/or Tradin
      Organics USA LLC or any of its assets; or

	 	 	 
	 	(d) 	
      enforcement of any Security over any assets of any member
      of the Group and/or Tradin Organics USA LLC,



or any analogous procedure or step is
taken in any jurisdiction. 

	94 






This clause 25.7 shall not apply to any
winding-up petition which is frivolous or vexatious and is discharged, stayed or
dismissed within fourteen days of commencement. 

	25.8 	
      Creditors' process

	 	 
		
      Any expropriation, attachment, sequestration, distress or
      execution affects any asset or assets of a member of the Group and/or
      Tradin Organics USA LLC having an aggregate value of EUR 250,000 or more
      (or any event occurs which under the laws of any jurisdiction has a
      similar or analogous effect) and the same is not discharged within 14
      days.

	 	 
	25.9 	
      Unlawfulness

	 	 
		
      It is or becomes unlawful for an Obligor to perform any
      of its obligations under the Finance Documents or any Transaction Security
      created or expressed to be created or evidenced by the Security Documents
      ceases to be effective.

	 	 
	25.10 	
      Expropriation

	 	 
		
      The authority or ability of any member of the Group
      and/or Tradin Organics USA LLC to conduct its business is limited or
      wholly or substantially curtailed by any seizure, expropriation,
      nationalisation, intervention, restriction or other action by or on behalf
      of any governmental, regulatory or other authority or other person in
      relation to any member of the Group and/or Tradin Organics USA LLC or any
      of its assets.

	 	 
	25.11 	
      Repudiation

	 	 
		
      An Obligor repudiates a Finance Document or any of the
      Transaction Security or evidences an intention to repudiate a Finance
      Document or any of the Transaction Security.

	 	 
	25.12 	
      Cessation of business

	 	 
		
      Any Obligor suspends or ceases to carry on (or threatens
      to suspend or cease to carry on) all or a material part of its business as
      conducted at the date of this Agreement.

	 	 
	25.13 	
      Ownership of the
Obligors




	 	(a) 	
      An Obligor (other than the Company) ceases to be
      (directly or indirectly) a Subsidiary of the Company provided that no
      Event of Default has occurred or will occur under this clause in respect
      of Tradin Organics USA LLC ceasing to be a Subsidiary of the Company
      solely by reason of the implementation of the Reorganisation.

	 	 	 
	 	(b) 	
      Following implementation of the Reorganisation, Tradin
      Organics USA LLC ceases to be (directly or indirectly) a Subsidiary of
      SunOpta Foods Inc.




	25.14 	
      Material adverse change

	 	 
		
      Any event or circumstance occurs which has or could
      reasonably be expected to have a Material Adverse Effect.

	 	 
	25.15 	
      Litigation

	 	 
		
      Any litigation, arbitration, administrative,
      governmental, regulatory or other investigations, proceedings or disputes
      are commenced or threatened against any member of the
  Group and/or Tradin Organics USA LLC which could reasonably be
expected to have a Material Adverse Effect.




	95 







	25.16 	
      Transaction Security




	 	(a) 	
      At any time any of the Transaction Security is or becomes
      unlawful or is not, or ceases to be legal, valid, binding or enforceable
      or otherwise ceases to be effective.

	 	 	 
	 	(b) 	
      Subject to, any permitted under paragraphs (c)(iii),
      (iv), (v), (vi) and (x) of clause 24.3 (Negative pledge), at any
      time, any of the Transaction Security fails to have first ranking priority
      or is subject to any prior ranking or pari passu ranking
  Security.




	25.17 	
      Tax Notice

	 	 
		A notice under Article 36 Tax Collection Act
      (Invorderingswet 1990) has been given by any member of the Group and/or
      Tradin Organics USA LLC.
		
       

	25.18 	
      Ownership of the Company

	 	 
		
      There is a change (directly or indirectly) in legal or
      beneficial ownership of any shares in the Company or the Company ceases to
      be under the control (directly or indirectly) of SunOpta Inc.

	 	 
	25.19 	
      Use of Facilities

	 	 
		A Borrower uses all or part of a Facility to obtain
      interest profits, to gain or to carry out interest arbitrage by means of
      transactions that cannot be regarded as being part of its normal business
      operations.
		
       

	25.20 	
      Employee Plans

	 	 
		
      Any ERISA Event shall have occurred, or clause 24.21
      (Compliance with ERISA) shall be breached, and the liability of an
      Obligor or its ERISA Affiliates, either individually or in the aggregate,
      related to such ERISA Event or breaches, individually or when aggregated
      with all other ERISA Events, and all such breaches would have or would be
      reasonably expected to have a Material Adverse Effect.

	 	 
	25.21 	
      Economic Sanctions Law and Economic Sanctions Law
      Compliance in respect of Sunopta Inc.




	 	(a) 	
      Sunopta Inc. is, or is owned or controlled by, a
      Sanctioned Person, and any officer, director, employee or holder of shares
      in Sunopta Inc. is a Sanctioned Person.

	 	 	 
	 	(b) 	
      Sunopta Inc. has, during the past 5 years, entered into
      (or been subject to any claim, proceedings, notice or investigation in
      relation to) any agreement, transaction or dealing with or for the benefit
      of any Sanctioned Person (or involving any property thereof) or involving
      any Sanctioned Jurisdiction.

	 	 	 
	 	(c) 	
      Sunopta Inc. directly or indirectly uses any proceeds of
      the Loans made hereunder, or lends, contributes or otherwise makes
      available such proceeds to any other person, entity, joint venture or
      organization (A) to fund or facilitate any agreement, transaction or
      dealing with or for the benefit of any Sanctioned Person (or involving any
      property thereof) or involving any Sanctioned Jurisdiction, or (B) in any
      other manner that will result in a violation of Economic Sanctions
Law by any person, including any Finance Party.




	96 







	 	(d) 	
      Sunopta Inc.:




	 	(i) 	
      participates in or facilitates a transaction or business
      in a Sanctioned Jurisdiction or involving any Sanctioned Person;

	 	 	 
	 	(ii) 	
      becomes or employs a Sanctioned Person or locate
      themselves in a Sanctioned Jurisdiction;

	 	 	 
	 	(iii) 	
      permits any Loan or the proceeds of any Loan, directly or
      indirectly, to be lent, contributed, provided or otherwise made available
      to any subsidiary, joint venture partner or other person, to fund any
      activities of or business in any Sanctioned Jurisdiction or with any
      person located, organised or residing in any Sanctioned Jurisdiction or
      with any person, or in any country or territory, that, at the time of such
      funding, is a Sanctioned Person, or in any other manner that could
      reasonably be expected to result in a violation by any person (including
      any Finance Party) of Economic Sanctions Law;

	 	 	 
	 	(iv) 	
      repays the Facilities from funds or assets which
      constitute property of, or are beneficially owned by, any Sanctioned
      Person or which are direct proceeds derived from any transactions that
      violate the prohibitions set forth in any applicable Economic Sanctions
      Law; and

	 	 	 
	 	(v) 	
      allows any Sanctioned Person to have any direct or
      indirect interest in any Obligor.




	25.22 	
      Facilities uncommitted and on
  demand




	 	(a) 	
      Nothing in this clause 25 (Events of Default)
      shall affect the uncommitted character and on demand nature of the
      Facilities.

	 	 	 
	 	(b) 	
      Accordingly, a Lender may cancel its participation in the
      Facility at any time by way of a written notice addressed to the Facility
      Agent and the other Lender(s) delivered by registered mail at least 7 days
      prior to the date on which it intends to cancel its Participation in the
      Facility (the "Cancellation").

	 	 	 
	 	(c) 	
      In the event of a
Cancellation:




	 	(i) 	
      the Participations which at the time of the Cancellation
      are unutilised shall be immediately cancelled;

	 	 	 
	 	(ii) 	
      any Overdraft Outstanding shall be repaid within 30 days
      of the Cancellation;

	 	 	 
	 	(iii) 	
      any outstanding Loans shall be repaid on the last day of
      its Interest Period; and

	 	 	 
	 	(iv) 	
      any outstandings in relation to Letters of Credit or
      Pre-settlement Facilities shall become immediately due and
  payable.




	 	(d) 	
      Furthermore, on and at any time after the occurrence of
      an Event of Default which is continuing, the Facility Agent may and shall
      if so directed by the Majority Lenders, by notice to the
  Company:




	97 







	 	(i) 	
      cancel the Facilities, at which time they shall
      immediately be cancelled;

	 	 	 
	 	(ii) 	
      declare that all or part of the Utilisations, together
      with accrued interest, and all other amounts accrued or outstanding under
      the Finance Documents be immediately due and payable, at which time they
      shall become immediately due and payable;

	 	 	 
	 	(iii) 	
      declare that all or part of the Utilisations be payable
      on demand, at which time they shall immediately become payable on demand
      by the Facility Agent on the instructions of the Majority
  Lenders;

	 	 	 
	 	(iv) 	
      exercise, or direct the Security Agent to exercise, any
      or all of its rights, remedies and powers under any of the Finance
      Documents;

	 	 	 
	 	(v) 	
      declare that full cash cover in respect of each Letter of
      Credit is immediately due and payable, at which time it shall become
      immediately due and payable;

	 	 	 
	 	(vi) 	
      declare that full cash cover in respect of each Letter of
      Credit is payable on demand, at which time it shall become immediately
      payable on demand by the Facility Agent on the instructions of the
      Majority Lenders;

	 	 	 
	 	(vii) 	
      declare that all or any part of the amounts (or cash
      cover in relation to those amounts) outstanding under the Pre-settlement
      Facilities be immediately due and payable at which time they shall become
      immediately due and payable; and/or

	 	 	 
	 	(viii) 	
      declare that all or any part of the amounts (or cash
      cover in relation to those amounts) outstanding under the Pre-settlement
      Facilities be payable on demand, at which time they shall immediately
      become payable on demand by the Facility Agent on the instructions of the
      Majority Lenders; and/or

	 	 	 
	 	(ix) 	
      exercise, or direct the Security Agent to exercise, any
      or all of its rights, remedies and powers under any of the Finance
      Documents.




	25.23 	
      Automatic Acceleration

	 	 
		
      If an Event of Default under clause 25.6
      (Insolvency) or clause 25.7 (Insolvency proceedings) shall
      occur in respect of an Obligor in a US jurisdiction or in a US court of
      competent jurisdiction, then without notice to such Obligor or any other
      act by the Facility Agent or any other person, the Loans to and
      Utilisations by such Obligor, interest thereon, cash cover in respect of
      each Letter of Credit issued for the account of such Obligor and all other
      amounts owed by such Obligor under the Finance Documents shall become
      immediately due and payable without presentment, demand, protest or notice
      of any kind, all of which are expressly
waived.




	98 







	SECTION 9 
	 
	CHANGES TO PARTIES 



	26. 	
      CHANGES TO THE LENDERS

	 	 
	26.1 	
      Assignments and transfers by the
  Lenders



Subject to this clause 26, a Lender
(the "Existing Lender") may:

	 	(a) 	
      assign any of its rights; or

	 	 	 
	 	(b) 	
      transfer by way of assumption of contract
      (contractsoverneming) its entire or part of its legal
      relationship,



under any Finance Document to another
bank or financial institution or to a trust, fund, or other entity regularly
engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the "New Lender"). 

	26.2 	
      Conditions of assignment or
  transfer




	 	(a) 	
      The consent of the Company is required for an assignment
      or transfer by an Existing Lender, unless the (i) the assignment or
      transfer is to another Lender or an Affiliate of a Lender or (ii) the
      assignment or transfer is made at a time when an Event of Default is
      continuing. The Company will be deemed to have given its consent five
      Business Days after the Existing Lender has requested it unless consent is
      expressly refused by the Company within that time.

	 	 	 
	 	(b) 	
      An assignment or transfer of part (but not all) of a
      Lender's rights and obligations under the Finance Documents shall be in an
      amount of at least EUR 100,000 (or its equivalent in any other currency)
      or such other amount as may be required for the New Lender to qualify as a
      professional market party (professionele marktpartij) within the
      meaning of the Dutch FSA or, if it is less, the New Lender shall confirm
      in writing to the Company that it, the New Lender, otherwise qualifies as
      a professional market party (professionele marktpartij) within the
      meaning of the Dutch FSA.

	 	 	 
	 	(c) 	
      An assignment will only be effective
on:




	 	(i) 	
      receipt by the Facility Agent (whether in the Deed of
      Assignment or otherwise) of written confirmation from the New Lender (in
      form and substance satisfactory to the Facility Agent) that the New Lender
      will assume the same obligations to the other Finance Parties and the
      other Secured Parties as it would have been under if it was an Original
      Lender; and

	 	 	 
	 	(ii) 	
      performance by the Facility Agent of all necessary "know
      your customer" or other similar checks under all applicable laws and
      regulations in relation to such assignment to a New Lender, the completion
      of which the Facility Agent shall promptly notify to the Existing Lender
      and the New Lender.




	 	(d) 	
      A transfer will only be effective if the procedure set
      out in clause 26.5 (Procedure for transfer) is complied
  with.




	99 







	 	(e) 	
      If:




	 	(i) 	
      a Lender assigns or transfers any of its rights or
      obligations under the Finance Documents or changes its Facility Office;
      and

	 	 	 
	 	(ii) 	
      as a result of circumstances existing at the date the
      assignment, transfer or change occurs, an Obligor would be obliged to make
      a payment to the New Lender or Lender acting through its new Facility
      Office under clause 15 (Tax Gross Up and Indemnities) or clause 16
      (Increased Costs),



then the New Lender or Lender acting
through its new Facility Office is only entitled to receive payment under those
clauses to the same extent as the Existing Lender or Lender acting through its
previous Facility Office would have been if the assignment, transfer or change
had not occurred. 

	26.3 	
      Assignment or transfer fee

	 	 
		
      The New Lender shall, on the date upon which an
      assignment or transfer takes effect, pay to the Facility Agent (for its
      own account) a fee of EUR 5,000.

	 	 
	26.4 	
      Limitation of responsibility of Existing
      Lenders




	 	(a) 	
      Unless expressly agreed to the contrary, an Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:




	 	(i) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents, the Transaction Security or any
      other documents;

	 	 	 
	 	(ii) 	
      the financial condition of any Obligor;

	 	 	 
	 	(iii) 	
      the performance and observance by any Obligor of its
      obligations under the Finance Documents or any other documents;
  or

	 	 	 
	 	(iv) 	
      the accuracy of any statements (whether written or oral)
      made in or in connection with any Finance Document or any other
      document,



and any representations or warranties
implied by law are excluded. 

	 	(b) 	
      Each New Lender confirms to the Existing Lender and the
      other Finance Parties that it:




	 	(i) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Obligor and its related entities in connection with its participation
      in this Agreement and has not relied exclusively on any information
      provided to it by the Existing Lender in connection with any Finance
      Document; and

	 	 	 
	 	(ii) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Facility is in force.




	 	(c) 	
      Nothing in any Finance Document obliges an Existing
      Lender to:




	100 







	 	(i) 	
      accept a re-transfer or re-assignment from a New Lender
      of any of the rights and obligations assigned or transferred under this
      clause 26; or

	 	 	 
	 	(ii) 	
      support any losses directly or indirectly incurred by the
      New Lender by reason of the non-performance by any Obligor of its
      obligations under the Finance Documents or
otherwise.




	26.5 	
      Procedure for transfer




	 	(a) 	
      Subject to the conditions set out in clause 26.2
      (Conditions of assignment or transfer) a transfer is effected in
      accordance with paragraph (d) below when the Facility Agent executes an
      otherwise duly completed Transfer Certificate delivered to it by the
      Existing Lender. The Facility Agent shall, subject to paragraph (b) below,
      as soon as reasonably practicable after receipt by it of a duly completed
      Transfer Certificate appearing on its face to comply with the terms of
      this Agreement and delivered in accordance with the terms of this
      Agreement, execute that Transfer Certificate.

	 	 	 
	 	(b) 	
      The Facility Agent shall only be obliged to execute a
      Transfer Certificate delivered to it by the Existing Lender once it is
      satisfied it has complied with all necessary "know your customer" or other
      similar checks under all applicable laws and regulations in relation to
      the transfer to such New Lender.

	 	 	 
	 	(c) 	
      In accordance with Article 6:159 Dutch Civil Code, each
      Party agrees to co-operate with, and hereby in advance co-operates with
      (verleent bij voorbaat medewerking aan) an assumption of contract
      (contractsoverneming) by a New Lender from an Existing Lender in
      accordance with the procedure for transfer described in this clause
      26.5.

	 	 	 
	 	(d) 	
      On the Transfer Date:




	 	(i) 	
      the entire or part of the legal relationship under the
      Finance Documents of the Existing Lender which is a party to the Transfer
      Certificate, expressed to be transferred thereby, will be transferred to
      the New Lender by way of an assumption of contract
      (contractsovernemeing) pursuant to Article 6:159 Dutch Civil Code;
      and

	 	 	 
	 	(ii) 	
      the New Lender shall become a Party as a
  "Lender".




	 	(e) 	
      Receipt of a Transfer Certificate by the Facility Agent
      shall also constitute notice of assumption of contract (kennisgeving
      van contractsoverneming) in accordance with Article 6:159 in
      conjunction with Article 6:156, paragraph 1 of the Dutch Civil Code, and
      each Party hereby irrevocably authorises the Facility Agent to receive
      such notice of assumption of contract in its
name.




	26.6 	
      Procedure for
assignment




	 	(a) 	
      Subject to the conditions set out in clause 26.2
      (Conditions of assignment or transfer) an assignment may be
      effected by execution of a deed of assignment in form and substance
      satisfactory to the Facility Agent (akte van cessie, the "Deed
      of Assignment") by which the Existing Lender assigns (cedeert)
      all or part of its rights under and pursuant to the Finance Documents,
      including all security interests and ancillary rights pertaining to the
      assigned rights, and delivery of such Deed of Assignment to the Facility
      Agent.




	101 







	 	(b) 	
      Receipt of a Deed of Assignment by the Facility Agent
      shall also constitute notice of assignment (mededeling van cessie)
      in accordance with Article 3:94 Dutch Civil Code, and each Party hereby
      irrevocably authorises the Facility Agent to receive such notice of
      assignment in its name.

	 	 	 
	 	(c) 	
      Lenders may utilise procedures other than those set out
      in this clause 26.6 to assign their rights under the Finance Documents
      provided that they comply with the conditions set out in clause
      26.2 (Conditions of assignment or
transfer).




	26.7 	
      The Register

	 	 
		
      The Facility Agent, acting solely for this purpose as an
      agent of the Obligors, shall maintain at one of its offices a copy of each
      Transfer Certificate, Deed of Assignment and/or other written confirmation
      from the New Lenders delivered to it and a register (the
      "Register") for the recordation of the names and addresses of each
      Lender and the Participations of and obligations owing to each Lender. The
      entries in the Register shall be conclusive absent manifest error and each
      Obligor, the Facility Agent and each Lender shall treat each person whose
      name is recorded in the Register as a Lender notwithstanding any notice to
      the contrary.

	 	 
	26.8 	
      Copy of Transfer Certificate or Deed of Assignment to
      Company

	 	 
		
      The Facility Agent shall, as soon as reasonably
      practicable after it has executed a Transfer Certificate or a Deed of
      Assignment, send to the Company a copy of that Transfer Certificate or
      Deed of Assignment.

	 	 
	26.9 	
      Security over Lenders' rights

	 	 
		
      In addition to the other rights provided to Lenders under
      this clause 26, each Lender may without consulting with or obtaining
      consent from any Obligor at any time charge, assign or otherwise create
      Security in or over (whether by way of collateral or otherwise) all or any
      of its rights under any Finance Document to secure obligations of that
      Lender including, without limitation:




	 	(a) 	
      any charge, assignment or other Security to secure
      obligations to a federal reserve or central bank; and

	 	 	 
	 	(b) 	
      in the case of any Lender which is a fund, any charge,
      assignment or other Security granted to any holders (or trustee or
      representatives of holders) of obligations owed, or securities issued, by
      that Lender as Security for those obligations or
  securities,



except that no such charge, assignment
or Security shall: 

	 	(i) 	
      release a Lender from any of its obligations under the
      Finance Documents or substitute the beneficiary of the relevant charge,
      assignment or Security for the Lender as a party to any of the Finance
      Documents; or

	 	 	 
	 	(ii) 	
      require any payments to be made by an Obligor or grant to
      any person any more extensive rights than those required to be made or
      granted to the relevant Lender under the Finance
  Documents.




	102 







	27. 	
      CHANGES TO THE OBLIGORS

	 	 
	27.1 	
      Assignments and transfers by Obligors

	 	 
		
      No Obligor may assign any of its rights or transfer any
      of its rights or obligations under the Finance Documents.

	 	 
	27.2 	
      Additional Borrowers




	 	(a) 	
      Subject to compliance with the provisions of paragraphs
      (c) and (d) of clause 22.8 ("Know your customer" checks), the
      Company may request that any of its wholly owned Subsidiaries becomes an
      Additional Borrower. That Subsidiary shall become an Additional Borrower
      if:




	 	(i) 	
      the Majority Lenders approve the addition of that
      Subsidiary;

	 	 	 
	 	(ii) 	
      the Company delivers to the Facility Agent a duly
      completed and executed Accession Letter;

	 	 	 
	 	(iii) 	
      the Company confirms that no Default is continuing or
      would occur as a result of that Subsidiary becoming an Additional
      Borrower; and

	 	 	 
	 	(iv) 	
      the Facility Agent has received all of the documents and
      other evidence listed in Part 2 of schedule 2 (Conditions
      Precedent) in relation to that Additional Borrower, each in form and
      substance satisfactory to the Facility Agent.




	 	(b) 	
      The Facility Agent shall notify the Company and the
      Lenders promptly upon being satisfied that it has received (in form and
      substance satisfactory to it) all the documents and other evidence listed
      in Part 2 of schedule 2 (Conditions
Precedent).




	27.3 	
      Resignation of a
Borrower




	 	(a) 	
      The Company may request that a Borrower ceases to be a
      Borrower by delivering to the Facility Agent a Resignation
  Letter.

	 	 	 
	 	(b) 	
      The Facility Agent shall accept a Resignation Letter and
      notify the Company and the Lenders of its acceptance
if:




	 	(i) 	
      no Default is continuing or would result from the
      acceptance of the Resignation Letter (and the Company has confirmed this
      is the case); and

	 	 	 
	 	(ii) 	
      the Borrower is under no actual or contingent obligations
      as a Borrower under any Finance Documents,



at which time that company shall cease
to be a Borrower and shall have no further rights or obligations as a Borrower
under the Finance Documents and the Security Agent shall be instructed by the
Facility Agent to release any Transaction Security granted by the Borrower, in
accordance with clause 29.19 (Releases). 

	27.4 	
      Additional Guarantors




	 	(a) 	
      Subject to compliance with the provisions of paragraphs
      (c) and (d) of clause 22.8 ("Know your customer" checks), the
      Company may request that any of its wholly owned Subsidiaries become an Additional Guarantor. That
Subsidiary shall become an Additional Guarantor if:




	103 







	 	(i) 	
      the Company delivers to the Facility Agent a duly
      completed and executed Accession Letter; and

	 	 	 
	 	(ii) 	
      the Facility Agent has received all of the documents and
      other evidence listed in Part 2 of schedule 2 (Conditions
      Precedent) in relation to that Additional Guarantor, each in form and
      substance satisfactory to the Facility Agent.




	 	(b) 	
      The Facility Agent shall notify the Company and the
      Lenders promptly upon being satisfied that it has received (in form and
      substance satisfactory to it) all the documents and other evidence listed
      in Part 2 of schedule 2 (Conditions
Precedent).




	27.5 	
      Repetition of Representations

	 	 
		
      Delivery of an Accession Letter constitutes confirmation
      by the relevant Subsidiary that the Repeating Representations are true and
      correct in relation to it as at the date of delivery as if made by
      reference to the facts and circumstances then
existing.




	104 







	SECTION 10 
	 
	THE FINANCE PARTIES 



	28. 	
      ROLE OF THE FACILITY AGENT, THE ARRANGER AND THE
      ISSUING LENDER

	 	 
	28.1 	
      Appointment of the Facility
Agent




	 	(a) 	
      Each other Finance Party (other than the Security Agent)
      appoints the Facility Agent to act as its Facility Agent under and in
      connection with the Finance Documents.

	 	 	 
	 	(b) 	
      Each other Finance Party authorises the Facility Agent to
      exercise the rights, powers, authorities and discretions specifically
      given to the Facility Agent under or in connection with the Finance
      Documents together with any other incidental rights, powers, authorities
      and discretions.




	28.2 	
      Duties of the Facility
Agent




	 	(a) 	
      Subject to paragraph (b) below, the Facility Agent shall
      promptly forward to a Party the original or a copy of any document which
      is delivered to the Facility Agent for that Party by any other
    Party.

	 	 	 
	 	(b) 	
      Without prejudice to clause 26.8 (Copy of Transfer
      Certificate or Deed of Assignment to Company), paragraph (a) above
      shall not apply to any Transfer Certificate or to any Assignment
      Agreement.

	 	 	 
	 	(c) 	
      Except where a Finance Document specifically provides
      otherwise, the Facility Agent is not obliged to review or check the
      adequacy, accuracy or completeness of any document it forwards to another
      Party.

	 	 	 
	 	(d) 	
      If the Facility Agent receives notice from a Party
      referring to this Agreement, describing a Default and stating that the
      circumstance described is a Default, it shall promptly notify the other
      Finance Parties.

	 	 	 
	 	(e) 	
      If the Facility Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than the Facility Agent, the Arranger or the Security Agent)
      under this Agreement it shall promptly notify the other Finance
      Parties.

	 	 	 
	 	(f) 	
      The Facility Agent's duties under the Finance Documents
      are solely mechanical and administrative in
nature.




	28.3 	
      Role of the Arranger

	 	 
		
      Except as specifically provided in the Finance Documents,
      the Arranger has no obligations of any kind to any other Party under or in
      connection with any Finance Document.

	 	 
	28.4 	
      No fiduciary duties




	 	(a) 	
      Nothing in this Agreement constitutes the Facility Agent
      and/or the Arranger as a trustee or fiduciary of any other
  person.




	105 







	 	(b) 	
      Neither the Facility Agent nor the Arranger shall be
      bound to account to any Lender for any sum or the profit element of any
      sum received by it for its own account.




	28.5 	
      Business with the Group

	 	 
		
      The Facility Agent and the Arranger may accept deposits
      from, lend money to and generally engage in any kind of banking or other
      business with any member of the Group and/or Tradin Organics USA
    LLC.

	 	 
	28.6 	
      Rights and discretions of the Facility
  Agent




	 	(a) 	
      The Facility Agent may rely
on:




	 	(i) 	
      any representation, notice or document believed by it to
      be genuine, correct and appropriately authorised; and

	 	 	 
	 	(ii) 	
      any statement made by a director, authorised signatory or
      employee of any person regarding any matters which may reasonably be
      assumed to be within his knowledge or within his power to
  verify.




	 	(b) 	
      The Facility Agent may assume (unless it has received
      notice to the contrary in its capacity as Facility Agent for the Lenders)
      that:




	 	(i) 	
      no Default has occurred (unless it has actual knowledge
      of a Default arising under clause 25.1 (Non-payment));

	 	 	 
	 	(ii) 	
      any right, power, authority or discretion vested in any
      Party or the Majority Lenders has not been exercised; and

	 	 	 
	 	(iii) 	
      any notice or request made by the Company (other than a
      Utilisation Request) is made on behalf of and with the consent and
      knowledge of all the Obligors.




	 	(c) 	
      The Facility Agent may engage, pay for and rely on the
      advice or services of any lawyers, accountants, surveyors or other
      experts.

	 	 	 
	 	(d) 	
      The Facility Agent may act in relation to the Finance
      Documents through their respective personnel and Facility
Agents.

	 	 	 
	 	(e) 	
      The Facility Agent may disclose to any other Party any
      information it reasonably believes it has received as Facility Agent under
      this Agreement.

	 	 	 
	 	(f) 	
      Without prejudice to the generality of paragraph (g)
      above, the Facility Agent:




	 	(i) 	
      may disclose; and

	 	 	 
	 	(ii) 	
      on the written request of the Company or the Majority
      Lenders shall, as soon as reasonably practicable,
  disclose,



the identity of a Defaulting Lender to
the Company and to the other Finance Parties. 

	 	(g) 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, neither the Facility Agent nor the Arranger is
      obliged to do or omit to do anything if it would or might in its
      reasonable opinion constitute a breach of any law or regulation or a
      breach of a fiduciary duty or duty of
confidentiality.




	106 







	28.7 	
      Majority Lenders'
instructions




	 	(a) 	
      Unless a contrary indication appears in a Finance
      Document, the Facility Agent shall (i) exercise any right, power,
      authority or discretion vested in it as Facility Agent in accordance with
      any instructions given to it by the Majority Lenders (or, if so instructed
      by the Majority Lenders, refrain from exercising any right, power,
      authority or discretion vested in it as Facility Agent) and (ii) not be
      liable for any act (or omission) if it acts (or refrains from taking any
      action) in accordance with an instruction of the Majority
  Lenders.

	 	 	 
	 	(b) 	
      Unless a contrary indication appears in a Finance
      Document, any instructions given by the Majority Lenders will be binding
      on all the Finance Parties other than the Security Agent.

	 	 	 
	 	(c) 	
      The Facility Agent may refrain from acting in accordance
      with the instructions of the Majority Lenders (or, if appropriate, the
      Lenders) until it has received such security as it may require for any
      cost, loss or liability (together with any associated VAT) which it may
      incur in complying with the instructions.

	 	 	 
	 	(d) 	
      In the absence of instructions from the Majority Lenders,
      (or, if appropriate, the Lenders) the Facility Agent may act (or refrain
      from taking action) as it considers to be in the best interest of the
      Lenders.

	 	 	 
	 	(e) 	
      The Facility Agent is not authorised to act on behalf of
      a Lender (without first obtaining that Lender's consent) in any legal or
      arbitration proceedings relating to any Finance
Document.




	28.8 	
      Responsibility for documentation

	 	 
		
      Neither the Facility Agent nor the Arranger is
      responsible for:




	 	(a) 	
      the adequacy, accuracy and/or completeness of any
      information (whether oral or written) provided by the Facility Agent, the
      Arranger, an Obligor or any other person given in or in connection with
      any Finance Document, or the transactions contemplated by the Finance
      Documents; or

	 	 	 
	 	(b) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or the Transaction Security or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of or in connection with any Finance Document or the
      Transaction Security; or

	 	 	 
	 	(c) 	
      any determination as to whether any information provided
      or to be provided to any Finance Party is non-public information the use
      of which may be regulated or prohibited by applicable law or regulation
      relating to insider dealing or otherwise.




	28.9 	
      Exclusion of liability




	 	(a) 	
      Without limiting paragraph (b) below (and without
      prejudice to the provisions of paragraph (e) of clause 32.11
      (Disruption to Payment Systems etc.), the Facility Agent will not
      be liable (including, without limitation, for negligence or any other
      category of liability whatsoever) for any action taken by it under or in
      connection with any Finance Document or the Transaction Security, unless
      directly caused by its gross negligence or wilful
  misconduct.




	107 







	 	(b) 	
      No Party (other than the Facility Agent) may take any
      proceedings against any officer, employee or agent of the Facility Agent
      in respect of any claim it might have against the Facility Agent or in
      respect of any act or omission of any kind by that officer, employee or
      agent in relation to any Finance Document and any officer, employee or
      agent of the Facility Agent may rely on this clause.

	 	 	 
	 	(c) 	
      The Facility Agent will not be liable for any delay (or
      any related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by the Facility Agent if the
      Facility Agent has taken all necessary steps as soon as reasonably
      practicable to comply with the regulations or operating procedures of any
      recognised clearing or settlement system used by the Facility Agent for
      that purpose.

	 	 	 
	 	(d) 	
      Nothing in this Agreement shall oblige the Facility Agent
      or the Arranger to carry out any "know your customer" or other checks in
      relation to any person on behalf of any Lender and each Lender confirms to
      the Facility Agent and the Arranger that it is solely responsible for any
      such checks it is required to carry out and that it may not rely on any
      statement in relation to such checks made by the Facility Agent or the
      Arranger.




	28.10 	
      Lenders' indemnity to the Facility Agent

	 	 
		
      Each Lender shall (in proportion to its share of the
      Facilities or, if the amount of the Facilities is then zero, to its share
      of the Facilities immediately prior to their reduction to zero) indemnify
      the Facility Agent, within three Business Days of demand, against any
      cost, loss or liability (including, without limitation, for negligence or
      any other category of liability whatsoever) incurred by the Facility Agent
      (otherwise than by reason of the Facility Agent's gross negligence or
      wilful misconduct) (or, in the case of any cost, loss or liability
      pursuant to clause 32.11 (Disruption to Payment Systems etc.)
      notwithstanding the Facility Agent's negligence, gross negligence or any
      other category of liability whatsoever but not including any claim based
      on the fraud of the Facility Agent) in acting as Facility Agent under the
      Finance Documents (unless the Facility Agent has been reimbursed by an
      Obligor pursuant to a Finance Document).

	 	 
	28.11 	
      Resignation of the Facility
Agent




	 	(a) 	
      The Facility Agent may resign and appoint one of its
      Affiliates acting through an office in the Kingdom of the Netherlands as
      successor by giving notice to the other Finance Parties and the
      Company.

	 	 	 
	 	(b) 	
      Alternatively the Facility Agent may resign by giving 30
      days' notice to the other Finance Parties and the Company, in which case
      the Majority Lenders (after consultation with the Company) may appoint a
      successor Facility Agent.

	 	 	 
	 	(c) 	
      If the Majority Lenders have not appointed a successor
      Facility Agent in accordance with paragraph (b) above within 20 days after
      notice of resignation was given, the retiring Facility Agent (after
      consultation with the Company) may appoint a successor Facility Agent
      (acting through an office in the Kingdom of the Netherlands).

	 	 	 
	 	(d) 	
      If the Facility Agent wishes to resign because (acting
      reasonably) it has concluded that it is no longer appropriate for it to
      remain as Facility Agent and the Facility Agent is entitled to appoint a
      successor Facility Agent under paragraph (c) above, the Facility Agent may
      (if it concludes (acting reasonably) that it is necessary to do so in
      order to persuade the proposed successor Facility Agent to become a party
      to this Agreement as Facility Agent) agree with the proposed successor
Facility Agent amendments to this clause 28 and any other term of this Agreement
dealing with the rights or obligations of the Facility Agent consistent with the
current market practice for the appointment and protection of corporate trustees
together with any reasonable amendments to the agency fee payable under this
Agreement which are consistent with the successor Facility Agent's normal fee
rates and those amendments will bind the Parties.




	108 







	 	(e) 	
      The retiring Facility Agent shall, at its own cost, make
      available to the successor Facility Agent such documents and records and
      provide such assistance as the successor Facility Agent may reasonably
      request for the purposes of performing its functions as Facility Agent
      under the Finance Documents.

	 	 	 
	 	(f) 	
      The Facility Agent's resignation notice shall only take
      effect upon the appointment of a successor.

	 	 	 
	 	(g) 	
      Upon the appointment of a successor, the retiring
      Facility Agent shall be discharged from any further obligation in respect
      of the Finance Documents but shall remain entitled to the benefit of this
      clause 28. Any successor and each of the other Parties shall have the same
      rights and obligations amongst themselves as they would have had if such
      successor had been an original Party.

	 	 	 
	 	(h) 	
      After consultation with the Company, the Majority Lenders
      may, by notice to the Facility Agent, require it to resign in accordance
      with paragraph (b) above. In this event, the Facility Agent shall resign
      in accordance with paragraph (b) above.

	 	 	 
	 	(i) 	
      The Facility Agent shall resign in accordance with
      paragraph (b) above (and, to the extent applicable, shall use reasonable
      endeavours to appoint a successor Facility Agent pursuant to paragraph (c)
      above) if on or after the date which is three months before the earliest
      FATCA Application Date relating to any payment to the Facility Agent under
      the Finance Documents, either:




	 	(i) 	
      the Facility Agent fails to respond to a request under
      Clause 15.10 (FATCA Information) and a Lender reasonably believes
      that the Facility Agent will not be (or will have ceased to be) a FATCA
      Exempt Party on or after that FATCA Application Date;

	 	 	 
	 	(ii) 	
      the information supplied by the Facility Agent pursuant
      to Clause 15.10 (FATCA Information) indicates that the Facility
      Agent will not be (or will have ceased to be) a FATCA Exempt Party on or
      after that FATCA Application Date; or

	 	 	 
	 	(iii) 	
      the Facility Agent notifies the Obligors and the Lenders
      that the Facility Agent will not be (or will have ceased to be) a FATCA
      Exempt Party on or after that FATCA Application
Date;



and (in each case) a Lender reasonably
believes that a Party will be required to make a FATCA Deduction that would not
be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by
notice to the Facility Agent, requires it to resign. 

	28.12 	
      Replacement of the Facility
Agent




	 	(a) 	
      After consultation with the Company, the Majority Lenders
      may, by giving 30 days' notice to the Facility Agent (or, at any time the
      Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority
Lenders) replace the Facility Agent by appointing a successor Facility Agent. 




	109 







	 	(b) 	
      The retiring Facility Agent shall (at its own cost if it
      is an Impaired Agent and otherwise at the expense of the Lenders) make
      available to the successor Facility Agent such documents and records and
      provide such assistance as the successor Facility Agent may reasonably
      request for the purposes of performing its functions as Facility Agent
      under the Finance Documents.

	 	 	 
	 	(c) 	
      The appointment of the successor Facility Agent shall
      take effect on the date specified in the notice from the Majority Lenders
      to the retiring Facility Agent. As from this date, the retiring Facility
      Agent shall be discharged from any further obligation in respect of the
      Finance Documents (other than its obligations under paragraph (b) above)
      but shall remain entitled to the benefit of clause 17.3 (Indemnity to
      the Facility Agent) and this clause28.12 (and any agency fees for the
      account of the retiring Facility Agent shall cease to accrue from (and
      shall be payable on) that date).

	 	 	 
	 	(d) 	
      Any successor Facility Agent and each of the other
      Parties shall have the same rights and obligations amongst themselves as
      they would have had if such successor had been an original
  Party.




	28.13 	
      Confidentiality




	 	(a) 	
      In acting as Facility Agent for the Finance Parties, the
      Facility Agent shall be regarded as acting through its agency division
      which shall be treated as a separate entity from any other of its
      divisions or departments.

	 	 	 
	 	(b) 	
      If information is received by another division or
      department of the Facility Agent, it may be treated as confidential to
      that division or department and the Facility Agent shall not be deemed to
      have notice of it.




	28.14 	
      Relationship with the
Lenders




	 	(a) 	
      The Facility Agent may treat the person shown in its
      records as Lender at the opening of business (in the place of the Facility
      Agent's principal office as notified to the Finance Parties from time to
      time) as the Lender acting through its Facility
Office:




	 	(i) 	
      entitled to or liable for any payment due under any
      Finance Document on that day; and

	 	 	 
	 	(ii) 	
      entitled to receive and act upon any notice, request,
      document or communication or make any decision or determination under any
      Finance Document made or delivered on that day,



unless it has received not less than
five Business Days' prior notice from that Lender to the contrary in accordance
with the terms of this Agreement. 

	 	(b) 	
      Any Lender may by notice to the Facility Agent appoint a
      person to receive on its behalf all notices, communications, information
      and documents to be made or despatched to that Lender under the Finance
      Documents. Such notice shall contain the address, fax number and (where
      communication by electronic mail or other electronic means is permitted
      under clause 35.6 (Electronic communication)) electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means (and, in each case, the department or
      officer, if any, for whose attention communication is to be made) and be
treated as a notification of a substitute address, fax number, electronic mail
address, department and officer by that Lender for the purposes of clause 35.2
(Addresses) and paragraph (a)(iii) of clause 35.6 (Electronic
communication)) and the Facility Agent shall be entitled to treat such
person as the person entitled to receive all such notices, communications,
information and documents as though that person were that Lender.




	110 







	 	(c) 	
      Each Secured Party shall supply the Facility Agent with
      any information that the Security Agent may reasonably specify (through
      the Facility Agent) as being necessary or desirable to enable the Security
      Agent to perform its functions as Security Agent. Each Lender shall deal
      with the Security Agent exclusively through the Facility Agent and shall
      not deal directly with the Security Agent.




	28.15 	
      Credit appraisal by the Lenders

	 	 
		
      Without affecting the responsibility of any Obligor for
      information supplied by it or on its behalf in connection with any Finance
      Document, each Lender confirms to the Facility Agent and the Arranger that
      it has been, and will continue to be, solely responsible for making its
      own independent appraisal and investigation of all risks arising under or
      in connection with any Finance Document including but not limited
    to:




	 	(a) 	
      the financial condition, creditworthiness, condition,
      affairs, status and nature of each member of the Group and/or Tradin
      Organics USA LLC;

	 	 	 
	 	(b) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document and the Transaction Security and
      any other agreement, arrangement or document entered into, made or
      executed in anticipation of, under or in connection with any Finance
      Document or the Transaction Security;

	 	 	 
	 	(c) 	
      whether that Lender has recourse, and the nature and
      extent of that recourse, against any Party or any of its respective assets
      under or in connection with any Finance Document, the Transaction
      Security, the transactions contemplated by the Finance Documents or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of, under or in connection with any Finance
  Document;

	 	 	 
	 	(d) 	
      the adequacy, accuracy and/or completeness of any
      information provided by the Facility Agent, the Security Agent, any Party
      or by any other person under or in connection with any Finance Document,
      the transactions contemplated by the Finance Documents or any other
      agreement, arrangement or document entered into, made or executed in
      anticipation of, under or in connection with any Finance Document;
    and

	 	 	 
	 	(e) 	
      the right or title of any person in or to, or the value
      or sufficiency of any part of the Charged Property, the priority of any of
      the Transaction Security or the existence of any Security affecting the
      Charged Property,



and each Lender warrants to the
Facility Agent and the Arranger that it has not relied on and will not at any
time rely on the Facility Agent or the Arranger in respect of any of these
matters. 

	28.16 	
      Deduction from amounts payable by the Facility
      Agent

	 	 
		
      If any Party owes an amount to the Facility Agent under
      the Finance Documents the Facility Agent may, after giving notice to that
      Party, deduct an amount not exceeding that amount from any payment to that
      Party which the Facility Agent would otherwise be obliged to
  make under the Finance Documents and apply the amount deducted in or
towards satisfaction of the amount owed. For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so
deducted.




	111 







	29. 	
      ROLE OF SECURITY AGENT

	 	 
	29.1 	
      Appointment of Security
Agent




	 	(a) 	
      Each Secured Party (other than the Security Agent) hereby
      authorises the Security Agent to:




	 	(i) 	
      exercise such rights, remedies, powers and discretions as
      are specifically delegated to and conferred upon the Security Agent under
      the Security Documents together with such powers and discretions as are
      reasonably incidental thereto;

	 	 	 
	 	(ii) 	
      take such action on its behalf as may from time to time
      be authorised under or in accordance with the Security Documents
      (including enforcing the Transaction Security in accordance with the terms
      of this Agreement and/or the relevant Security Document); and

	 	 	 
	 	(iii) 	
      to execute each Security Document expressed to be
      executed by the Security Agent on its behalf.




	29.2 	
      Borrowing Base

	 	 
		
      The Security Agent shall:




	 	(a) 	
      check that the Borrower has provided a Borrowing Base
      Certificate as and when required under this Agreement;

	 	 	 
	 	(b) 	
      check each Borrowing Base Certificate provided to the
      Security Agent to ensure that the calculations reflected by the Borrower
      in the relevant Borrowing Base Certificate are accurate;

	 	 	 
	 	(c) 	
      to the extent required, liaise with the Borrower to seek
      clarification and further information in relation to the calculations set
      out in each Borrowing Base Certificate;

	 	 	 
	 	(d) 	
      ensure that the Borrower has notified the Security Agent
      that it has performed any registrations or notifications that may be
      required in respect of the Security from time to time under the Finance
      Documents and provide the Facility Agent with details of any Default or
      other Event of Default that may have occurred as a result;

	 	 	 
	 	(e) 	
      at the cost of the Borrower, once every financial year
      conduct an external audit on the Borrowing Base, the first of which is to
      be performed prior to 31 December 2014 which audits shall have a scope,
      cost and timing to be agreed between the Parties;

	 	 	 
	 	(f) 	
      at the cost of the Borrower and if requested by the
      Majority Lenders, once every six Months, instruct independent surveyors to
      carry out an inspection of the Eligible Inventory stored in the Designated
      Warehouses; and

	 	 	 
	 	(g) 	
      on the basis of the calculations which it has verified in
      the Borrowing Base Certificate pursuant to paragraph (b), calculate the
      pro rata Available Participation of each Lender under Facility
    1 Each Obligor agrees to fully co-operate with any review
referred to in paragraph (e) above.




	112 







	29.3 	
      Parallel Debt (Covenant to pay the Security
      Agent)




	 	(a) 	
      Notwithstanding any other provision of this Agreement,
      each Obligor hereby irrevocably and unconditionally undertakes to pay to
      the Security Agent, as creditor in its own right and not as representative
      of the other Finance Parties, sums equal to and in the currency of each
      amount payable by such Obligor to each of the Finance Parties under each
      of the Finance Documents as and when that amount falls due for payment
      under the relevant Finance Document or would have fallen due but for any
      discharge resulting from failure of another Finance Party to take
      appropriate steps, in insolvency proceedings affecting that Obligor, to
      preserve its entitlement to be paid that amount.

	 	 	 
	 	(b) 	
      The Security Agent shall have its own independent right
      to demand payment of the amounts payable by each Obligor under this clause
      29.3 irrespective of any discharge of such Obligor's obligation to pay
      those amounts to the other Finance Parties resulting from failure by them
      to take appropriate steps, in insolvency proceedings affecting that
      Obligor, to preserve their entitlement to be paid those amounts.

	 	 	 
	 	(c) 	
      Any amount due and payable by an Obligor to the Security
      Agent under this clause 29.3 shall be decreased to the extent that the
      other Finance Parties have received (and are able to retain) payment in
      full of the corresponding amount under the other provisions of the Finance
      Documents and any amount due and payable by an Obligor to the other
      Finance Parties under those provisions shall be decreased to the extent
      that the Security Agent has received (and is able to retain) payment in
      full of the corresponding amount under this clause
29.3.




	29.4 	
      No Independent Power

	 	 
		
      The Secured Parties shall not have any independent power
      to enforce, or have recourse to, any of the Transaction Security or to
      exercise any rights or powers arising under the Security Documents except
      through the Security Agent.

	 	 
	29.5 	
      Security Agent's Instructions

	 	 
		
      The Security Agent shall:




	 	(a) 	
      unless a contrary indication appears in a Finance
      Document, act in accordance with any instructions given to it by the
      Facility Agent and shall be entitled to assume (i) that any instructions
      received by it from the Facility Agent are duly given by or on behalf of
      the Majority Lenders or, as the case may be, the Lenders in accordance
      with the terms of the Finance Documents and (ii) unless it has received
      actual notice of revocation, that any instructions or directions given by
      the Facility Agent have not been revoked;

	 	 	 
	 	(b) 	
      be entitled to request instructions, or clarification of
      any direction, from the Facility Agent as to whether, and in what manner,
      it should exercise or refrain from exercising any rights, powers and
      discretions and the Security Agent may refrain from acting unless and
      until those instructions or clarification are received by it;
and

	 	 	 
	 	(c) 	
      be entitled to, carry out all dealings with the Lenders
      through the Facility Agent and may give to the Facility Agent any notice
      or other communication required to be given by the Security Agent to the
      Lenders.




	113 







	29.6 	
      Security Agent's Actions

	 	 
		
      Subject to the provisions of this clause
  29:




	 	(a) 	
      the Security Agent may, in the absence of any
      instructions to the contrary, take such action in the exercise of any of
      its powers and duties under the Finance Documents which in its absolute
      discretion it considers to be for the protection and benefit of all the
      Secured Parties; and

	 	 	 
	 	(b) 	
      at any time after receipt by the Security Agent of notice
      from the Facility Agent directing the Security Agent to exercise all or
      any of its rights, remedies, powers or discretions under any of the
      Finance Documents, the Security Agent may, and shall if so directed by the
      Facility Agent, take any action as in its sole discretion it thinks fit to
      enforce the Transaction Security.




	29.7 	
      Security Agent's Discretions

	 	 
		
      The Security Agent may:




	 	(a) 	
      assume (unless it has received actual notice to the
      contrary in its capacity as Security Agent for the Secured Parties) that
      (i) no Default has occurred and no Obligor is in breach of or default
      under its obligations under any of the Finance Documents; and (ii) any
      right, power, authority or discretion vested in any person has not been
      exercised;

	 	 	 
	 	(b) 	
      if it receives any instructions or directions from the
      Facility Agent to take any action in relation to the Transaction Security,
      assume that all applicable conditions under the Finance Documents for
      taking that action have been satisfied;

	 	 	 
	 	(c) 	
      engage, pay for and rely on the advice or services of any
      lawyers, accountants, surveyors or other experts (whether obtained by the
      Security Agent or by any other Secured Party) whose advice or services may
      at any time seem necessary, expedient or desirable;

	 	 	 
	 	(d) 	
      rely upon any communication or document believed by it to
      be genuine and, as to any matters of fact which might reasonably be
      expected to be within the knowledge of a Secured Party or an Obligor, upon
      a certificate signed by or on behalf of that person; and

	 	 	 
	 	(e) 	
      refrain from acting in accordance with the instructions
      of the Facility Agent or Lenders (including bringing any legal action or
      proceeding arising out of or in connection with the Finance Documents)
      until it has received any indemnification and/or security that it may in
      its absolute discretion require (whether by way of payment in advance or
      otherwise) for all costs, losses and liabilities which it may incur in
      bringing such action or proceedings.




	29.8 	
      Security Agent's Obligations

	 	 
		
      The Security Agent shall promptly inform the Facility
      Agent of:




	 	(a) 	
      the contents of any notice or document received by it in
      its capacity as Security Agent from any Obligor under any Finance
      Document; and




	114 







	 	(b) 	
      the occurrence of any Default or any default by an
      Obligor in the due performance of or compliance with its obligations under
      any Finance Document of which the Security Agent has received notice from
      any other party to this Agreement.




	29.9 	
      Excluded Obligations

	 	 
		
      Notwithstanding anything to the contrary expressed or
      implied in the Finance Documents, the Security Agent shall
  not:




	 	(a) 	
      be bound to enquire as to (i) whether or not any Default
      has occurred or (ii) the performance, default or any breach by an Obligor
      of its obligations under any of the Finance Documents;

	 	 	 
	 	(b) 	
      be bound to account to any other Secured Party for any
      sum or the profit element of any sum received by it for its own
      account;

	 	 	 
	 	(c) 	
      be bound to disclose to any other person (including but
      not limited to any Secured Party) (i) any confidential information or (ii)
      any other information if disclosure would, or might in its reasonable
      opinion, constitute a breach of any law or be a breach of fiduciary
      duty;

	 	 	 
	 	(d) 	
      be under any obligations other than those which are
      specifically provided for in the Finance Documents; or

	 	 	 
	 	(e) 	
      have or be deemed to have any duty, obligation or
      responsibility to, or relationship of trust or agency with, any
      Obligor.




	29.10 	
      Exclusion of Security Agent's liability

	 	 
		
      The Security Agent is not responsible or liable
    for:




	 	(a) 	
      the adequacy, accuracy and/or completeness of any
      information (whether oral or written) supplied by the Security Agent or
      any other person in or in connection with any Finance Document or the
      transactions contemplated in the Finance Documents;

	 	 	 
	 	(b) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or the Transaction Security or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of or in connection with any Finance Document or the
      Transaction Security;

	 	 	 
	 	(c) 	
      any losses to any person or any liability arising as a
      result of taking or refraining from taking any action in relation to any
      of the Finance Documents or the Transaction Security or otherwise, whether
      in accordance with an instruction from the Facility Agent or otherwise,
      unless directly caused by its gross negligence or wilful
  misconduct;

	 	 	 
	 	(d) 	
      the exercise of, or the failure to exercise, any
      judgement, discretion or power given to it by or in connection with any of
      the Finance Documents, the Transaction Security or any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with, the Finance Documents or the Transaction
      Security; or

	 	 	 
	 	(e) 	
      any shortfall which arises on the enforcement of the
      Transaction Security.




	115 







	29.11 	
      No proceedings

	 	 
		
      No Party (other than the Security Agent) may take any
      proceedings against any officer, employee or Facility Agent of the
      Security Agent in respect of any claim it might have against the Security
      Agent or in respect of any act or omission of any kind by that officer,
      employee or Facility Agent in relation to any Finance Document or any
      Transaction Security and any officer, employee or Facility Agent of the
      Security Agent may rely on this clause.

	 	 
	29.12 	
      Own responsibility

	 	 
		
      Without affecting the responsibility of any Obligor for
      information supplied by it or on its behalf in connection with any Finance
      Document, each Secured Party confirms to the Security Agent that it has at
      all times been, and will continue to be, solely responsible for making its
      own independent appraisal and investigation of all risks arising under or
      in connection with any Finance Document including but not limited
    to:




	 	(a) 	
      the financial condition, creditworthiness, condition,
      affairs, status and nature of each member of the Group and/or Tradin
      Organics USA LLC;

	 	 	 
	 	(b) 	
      the legality, validity, effectiveness, adequacy and
      enforceability of any Finance Document and the Transaction Security and
      any other agreement, arrangement or document entered into, made or
      executed in anticipation of, under or in connection with, any Finance
      Document or the Transaction Security;

	 	 	 
	 	(c) 	
      whether that Secured Party has recourse, and the nature
      and extent of that recourse, against any Party or any other person or any
      of their respective assets under or in connection with any Finance
      Document, the Transaction Security, the transactions contemplated by the
      Finance Documents or any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with,
      any Finance Document or the Transaction Security;

	 	 	 
	 	(d) 	
      the adequacy, accuracy and/or completeness of any
      information provided by the Security Agent or by any other person under or
      in connection with any Finance Document, the transactions contemplated by
      the Finance Documents or any other agreement, arrangement or document
      entered into, made or executed in anticipation of, under or in connection
      with, any Finance Document; and

	 	 	 
	 	(e) 	
      the right or title of any person in or to, or the value
      or sufficiency of any part of the Charged Property, the priority of any of
      the Transaction Security or the existence of any Security affecting the
      Charged Property,



and each Secured Party warrants to the Security Agent that it
has not relied on and will not at any time rely on the Security Agent in respect
of any of these matters. 

	29.13 	
      No responsibility to perfect Transaction
      Security

	 	 
		
      The Security Agent shall not be liable for any failure
      to:




	 	(a) 	
      require the deposit with it of any deed or document
      certifying, representing or constituting the title of any Obligor to any
      of the Charged Property;

	 	 	 
	 	(b) 	
      obtain any licence, consent or other authority for the
      execution, delivery, legality, validity, enforceability or admissibility
      in evidence of any of the Finance Documents or the Transaction
      Security;




	116 







	 	(c) 	
      register, file or record or otherwise protect any of the
      Transaction Security (or the priority of any of the Transaction Security)
      under any applicable laws in any jurisdiction or to give notice to any
      person of the execution of any of the Finance Documents or of the
      Transaction Security;

	 	 	 
	 	(d) 	
      take, or to require any of the Obligors to take, any
      steps to perfect its title to any of the Charged Property or to render the
      Transaction Security effective or to secure the creation of any ancillary
      Security under the laws of any jurisdiction; or

	 	 	 
	 	(e) 	
      require any further assurances in relation to any of the
      Security Documents.




	29.14 	
      Insurance by Security
Agent




	 	(a) 	
      The Security Agent shall not be under any obligation to
      insure any of the Charged Property, to require any other person to
      maintain any insurance or to verify any obligation to arrange or maintain
      insurance contained in the Finance Documents. The Security Agent shall not
      be responsible for any loss which may be suffered by any person as a
      result of the lack of or inadequacy of any such insurance.

	 	 	 
	 	(b) 	
      Where the Security Agent is named on any insurance policy
      as an insured party, it shall not be responsible for any loss which may be
      suffered by reason of, directly or indirectly, its failure to notify the
      insurers of any material fact relating to the risk assumed by the insurers
      or any other information of any kind, unless any Secured Party has
      requested it to do so in writing and the Security Agent has failed to do
      so within fourteen days after receipt of that
request.




	29.15 	
      Custodians and Nominees

	 	 
		
      The Security Agent may appoint and pay any person to act
      as a custodian or nominee on any terms in relation to any assets of the
      trust as the Security Agent may determine, including for the purpose of
      depositing with a custodian this Agreement or any document relating to the
      trust created under this Agreement and the Security Agent shall not be
      responsible for any loss, liability, expense, demand, cost, claim or
      proceedings incurred by reason of the misconduct, omission or default on
      the part of any person appointed by it under this Agreement or be bound to
      supervise the proceedings or acts of any person.

	 	 
	29.16 	
      Acceptance of Title

	 	 
		
      The Security Agent shall be entitled to accept without
      enquiry, and shall not be obliged to investigate, the right and title that
      each of the Obligors may have to any of the Charged Property and shall not
      be liable for or bound to require any Obligor to remedy any defect in its
      right or title.

	 	 
	29.17 	
      Refrain from Illegality

	 	 
		
      The Security Agent may refrain from doing anything which
      in its opinion will or may be contrary to any relevant law, directive or
      regulation of any jurisdiction which would or might otherwise render it
      liable to any person, and the Security Agent may do anything which is, in
      its opinion, necessary to comply with any law, directive or
    regulation.

	 	 
	29.18 	
      Business with the Obligors

	 	 
		
      The Security Agent may accept deposits from, lend money
      to, and generally engage in any kind of banking or other business with any
      of the Obligors.




	117 







	29.19 	
      Releases

	 	 
		
      Upon a disposal of any of the Charged Property or the
      resignation of an Obligor in accordance with clause 27 (Changes to the
      Obligors):




	 	(a) 	
      pursuant to the enforcement of the Transaction Security
      by a Receiver or the Security Agent;

	 	 	 
	 	(b) 	
      if that disposal is permitted under the Finance
      Documents; or

	 	 	 
	 	(c) 	
      if the Security Agent is instructed to release the
      Transaction Security granted by the resigning Obligor under the terms of
      clause 27 (Changes to the Obligors),



the Security Agent shall (at the cost
of the Obligors) release that property from the Transaction Security or the
Transaction Security given by that Obligor and is authorised to execute, without
the need for any further authority from the Secured Parties, any release of the
Transaction Security or other claim over that asset or Obligor and to issue any
certificates of non-crystallisation of floating charges that may be required or
desirable. 

	29.20 	
      Agency division
separate




	 	(a) 	
      In acting as agent for the Secured Parties, the Security
      Agent shall be regarded as acting through its agency or trustee division
      which shall be treated as a separate entity from any other of its
      divisions or departments.

	 	 	 
	 	(b) 	
      If information is received by another division or
      department of the Security Agent, it may be treated as confidential to
      that division or department and the Security Agent shall not be deemed to
      have notice of it.




	29.21 	
      Lender indemnity to the Security Agent

	 	 
		
      Each Lender shall (in proportion to its share of the
      Facilities or, if the Facilities are then zero, to its share of the
      Facilities immediately prior to their reduction to zero) indemnify the
      Security Agent, within three Business Days of demand, against any cost,
      loss or liability incurred by the Security Agent (otherwise than by reason
      of the Security Agent's gross negligence or wilful misconduct) in acting
      as Security Agent under the Finance Documents (unless the Security Agent
      has been reimbursed by an Obligor pursuant to a Finance
  Document).

	 	 
	29.22 	
      Resignation of Security
Agent




	 	(a) 	
      The Security Agent may resign and appoint one of its
      Affiliates as successor by giving notice to the Company and to the
      Facility Agent on behalf of the Lenders.

	 	 	 
	 	(b) 	
      Alternatively the Security Agent may resign by giving
      notice to the other Parties (or to the Facility Agent on behalf of the
      Lenders) in which case the Majority Lenders may appoint a successor
      Security Agent.

	 	 	 
	 	(c) 	
      If the Majority Lenders have not appointed a successor
      Security Agent in accordance with paragraph (b) above within 30 days after
      the notice of resignation was given, the Security Agent (after
      consultation with the Facility Agent) may appoint a successor Security
      Agent.




	118 







	 	(d) 	
      The retiring Security Agent shall, at its own cost, make
      available to the successor Security Agent such documents and records and
      provide such assistance as the successor Security Agent may reasonably
      request for the purposes of performing its functions as Security Agent
      under the Finance Documents.

	 	 	 
	 	(e) 	
      The Security Agent's resignation notice shall only take
      effect upon (i) the appointment of a successor and (ii) the transfer of
      all of the Transaction Security to that successor.

	 	 	 
	 	(f) 	
      Upon the appointment of a successor, the retiring
      Security Agent shall be discharged from any further obligation in respect
      of the Finance Documents but shall remain entitled to the benefit of
      clauses 28 (Role of the Facility Agent, The Arranger and the Issuing
      Lender) and 29 (Role of Security Agent). Its successor and each
      of the other Parties shall have the same rights and obligations amongst
      themselves as they would have had if such successor had been an original
      Party.

	 	 	 
	 	(g) 	
      The Majority Lenders may, by notice to the Security
      Agent, require it to resign in accordance with paragraph (b) above. In
      this event, the Security Agent shall resign in accordance with paragraph
      (b) above.




	29.23 	
      Delegation




	 	(a) 	
      The Security Agent may, at any time, delegate by power of
      attorney or otherwise to any person for any period, all or any of the
      rights, powers and discretions vested in it by any of the Finance
      Documents.

	 	 	 
	 	(b) 	
      The delegation may be made upon any terms and conditions
      (including the power to sub-delegate) and subject to any restrictions that
      the Security Agent may think fit in the interests of the Secured Parties
      and it shall not be bound to supervise, or be in any way responsible for
      any loss incurred by reason of any misconduct or default on the part of
      any delegate or sub-delegate.




	29.24 	
      Additional Security
Agents




	 	(a) 	
      The Security Agent may at any time appoint (and
      subsequently remove) any person to act as a separate Security Agent or as
      a co-Security Agent jointly with it (i) if it considers that appointment
      to be in the interests of the Secured Parties or (ii) for the purposes of
      conforming to any legal requirements, restrictions or conditions which the
      Security Agent deems to be relevant or (iii) for obtaining or enforcing
      any judgment in any jurisdiction, and the Security Agent shall give prior
      notice to the Company and the Facility Agent of that
appointment.

	 	 	 
	 	(b) 	
      Any person so appointed shall have the rights, powers and
      discretions (not exceeding those conferred on the Security Agent by this
      Agreement) and the duties and obligations that are conferred or imposed by
      the instrument of appointment.

	 	 	 
	 	(c) 	
      The remuneration that the Security Agent may pay to any
      person, and any costs and expenses incurred by that person in performing
      its functions pursuant to that appointment shall, for the purposes of this
      Agreement, be treated as costs and expenses incurred by the Security
      Agent.




	119 







	30. 	
      CONDUCT OF BUSINESS BY THE FINANCE
  PARTIES

	 	 
		
      No provision of this Agreement
will:




	 	(a) 	
      interfere with the right of any Finance Party to arrange
      its affairs (tax or otherwise) in whatever manner it thinks fit;

	 	 	 
	 	(b) 	
      oblige any Finance Party to investigate or claim any
      credit, relief, remission or repayment available to it or the extent,
      order and manner of any claim; or

	 	 	 
	 	(c) 	
      oblige any Finance Party to disclose any information
      relating to its affairs (tax or otherwise) or any computations in respect
      of Tax.




	31. 	
      SHARING AMONG THE FINANCE PARTIES

	 	 
	31.1 	
      Payments to Finance Parties

	 	 
		
      If a Finance Party (a "Recovering Finance Party")
      receives or recovers any amount from an Obligor other than in accordance
      with clause 32 (Payment Mechanisms) or clause 34 (Application of
      Proceeds) (a "Recovered Amount") and applies that amount to a
      payment due under the Finance Documents then:




	 	(a) 	
      the Recovering Finance Party shall, within three Business
      Days, notify details of the receipt or recovery to the Facility
    Agent;

	 	 	 
	 	(b) 	
      the Facility Agent shall determine whether the receipt or
      recovery is in excess of the amount the Recovering Finance Party would
      have been paid had the receipt or recovery been received or made by the
      Facility Agent and distributed in accordance with clause 32 (Payment
      Mechanisms), without taking account of any Tax which would be imposed
      on the Facility Agent in relation to the receipt, recovery or
      distribution; and

	 	 	 
	 	(c) 	
      the Recovering Finance Party shall, within three Business
      Days of demand by the Facility Agent, pay to the Facility Agent an amount
      (the "Sharing Payment") equal to such receipt or recovery less any
      amount which the Facility Agent determines may be retained by the
      Recovering Finance Party as its share of any payment to be made, in
      accordance with clause 32.6 (Partial
payments).




	31.2 	
      Redistribution of payments

	 	 
		
      The Facility Agent shall treat the Sharing Payment as if
      it had been paid by the relevant Obligor and distribute it between the
      Finance Parties (other than the Recovering Finance Party) (the "Sharing
      Finance Parties") in accordance with clause 32.6 (Partial
      payments)) towards the obligations of that Obligor to the Sharing
      Finance Parties.

	 	 
	31.3 	
      Recovering Finance Party's rights

	 	 
		
      On a distribution by the Facility Agent under clause 31.2
      (Redistribution of payments) of a payment received by a Recovering
      Finance Party from an Obligor as between the relevant Obligor and the
      Recovering Finance Party, an amount of the Recovered Amount equal to the
      Sharing Payment will be treated as not having been paid by that
      Obligor.




	120 







	31.4 	
      Reversal of redistribution

	 	 
		
      If any part of the Sharing Payment received or recovered
      by a Recovering Finance Party becomes repayable and is repaid by that
      Recovering Finance Party, then:




	 	(a) 	
      each Sharing Finance Party shall, upon request of the
      Facility Agent, pay to the Facility Agent for the account of that
      Recovering Finance Party an amount equal to the appropriate part of its
      share of the Sharing Payment (together with an amount as is necessary to
      reimburse that Recovering Finance Party for its proportion of any interest
      on the Sharing Payment which that Recovering Finance Party is required to
      pay) (the "Redistributed Amount"); and

	 	 	 
	 	(b) 	
      as between the relevant Obligor and each relevant Sharing
      Finance Party, an amount equal to the relevant Redistributed Amount will
      be treated as not having been paid by that
Obligor.




	31.5 	
      Exceptions




	 	(a) 	
      This clause 31 shall not apply to the extent that the
      Recovering Finance Party would not, after making any payment pursuant to
      this clause, have a valid and enforceable claim against the relevant
      Obligor.

	 	 	 
	 	(b) 	
      A Recovering Finance Party is not obliged to share with
      any other Finance Party any amount which the Recovering Finance Party has
      received or recovered as a result of taking legal or arbitration
      proceedings, if:




	 	(i) 	
      it notified that other Finance Party of the legal or
      arbitration proceedings; and

	 	 	 
	 	(ii) 	
      that other Finance Party had an opportunity to
      participate in those legal or arbitration proceedings but did not do so as
      soon as reasonably practicable having received notice and did not take
      separate legal or arbitration proceedings.




	31.6 	
      Guarantee Facility, Overdrafts and Pre-settlement
      Facilities




	 	(a) 	
      This clause 31 shall not apply to any receipt or recovery
      by a Lender at any time prior to service of notice under clause 25.22
      (Facilities uncommitted and on demand).

	 	 	 
	 	(b) 	
      Following service of notice under clause 25.22
      (Facilities uncommitted and on demand), this clause 31 shall apply
      to all receipts or recoveries by Lenders except to the extent that the
      receipt or recovery represents a reduction from the Designated Gross
      Amount for an Overdraft Facility to its Designated Net
  Amount.




	121 







	SECTION 11 
	 
	ADMINISTRATION 



	32. 	
      PAYMENT MECHANISMS

	 	 
	32.1 	
      Payments




	 	(a) 	
      On each date on which a Party is required to make a
      payment under a Finance Document that Party shall make the same available
      to the relevant recipient Party for value on the due date at the time and
      in such funds as is customary at the time for settlement of transactions
      in the relevant currency in the place of payment.

	 	 	 
	 	(b) 	
      Payment shall be made to such account in the principal
      financial centre of the country of that currency (or, in relation to euro,
      in such principal financial centre in a Participating Member State or
      London, as specified by the relevant recipient Party) and with such bank
      as the relevant recipient Party, in each case,
specifies.




	32.2 	
      Distributions by the Facility Agent

	 	 
		
      Each payment received by the Facility Agent under the
      Finance Documents for another Party shall, subject to clause 32.3
      (Distributions to an Obligor), clause 32.4 (Clawback) and
      clause 28.16 (Deduction from amounts payable by the Facility Agent)
      be made available by the Facility Agent as soon as practicable after
      receipt to the Party entitled to receive payment in accordance with this
      Agreement (in the case of a Lender, for the account of its Facility
      Office), to such account as that Party may notify to the Facility Agent by
      not less than five Business Days' notice with a bank specified by that
      Party in the principal financial centre of the country of that currency
      (or, in relation to euro, in the principal financial centre of a
      Participating Member State or London, as specified by that
  Party).

	 	 
	32.3 	
      Distributions to an Obligor

	 	 
		
      The Facility Agent may (with the consent of the Obligor
      or in accordance with clause 33 (Set- Off)) apply any amount
      received by it for that Obligor in or towards payment (on the date and in
      the currency and funds of receipt) of any amount due from that Obligor
      under the Finance Documents or in or towards purchase of any amount of any
      currency to be so applied.

	 	 
	32.4 	
      Clawback




	 	(a) 	
      Where a sum is to be paid to the Facility Agent under the
      Finance Documents for another Party, the Facility Agent is not obliged to
      pay that sum to that other Party (or to enter into or perform any related
      exchange contract) until it has been able to establish to its satisfaction
      that it has actually received that sum.

	 	 	 
	 	(b) 	
      If the Facility Agent pays an amount to another Party and
      it proves to be the case that the Facility Agent had not actually received
      that amount, then the Party to whom that amount (or the proceeds of any
      related exchange contract) was paid by the Facility Agent shall on demand
      refund the same to the Facility Agent together with interest on that
      amount from the date of payment to the date of receipt by the Facility
      Agent, calculated by the Facility Agent to reflect its cost of
    funds.




	122 







	32.5 	
      Impaired Agent




	 	(a) 	
      If, at any time, the Facility Agent becomes an Impaired
      Agent, an Obligor or a Lender which is required to make a payment under
      the Finance Documents to the Facility Agent in accordance with clause 32.1
      (Payments) may instead either:




	 	(i) 	
      pay that amount direct to the required recipient(s);
      or

	 	 	 
	 	(ii) 	
      if in its absolute discretion it considers that it is not
      reasonably practicable to pay that amount direct to the required
      recipient(s), pay that amount or the relevant part of that amount to an
      interest-bearing account held with an Acceptable Bank within the meaning
      of paragraph (a) of the definition of "Acceptable Bank" and in relation to
      which no Insolvency Event has occurred and is continuing, in the name of
      the Obligor or the Lender making the payment (the "Paying Party")
      and designated as a trust account for the benefit of the Party or Parties
      beneficially entitled to that payment under the Finance Documents (the
      "Recipient Party" or "Recipient
Parties").



In each case such payments must be
made on the due date for payment under the Finance Documents. 

All interest accrued on the amount
standing to the credit of the trust account shall be for the benefit of the
Recipient Party or the Recipient Parties pro rata to their respective
entitlements. 

	 	(b) 	
      A Party which has made a payment in accordance with this
      clause 32.5 shall be discharged of the relevant payment obligation under
      the Finance Documents and shall not take any credit risk with respect to
      the amounts standing to the credit of the trust account.

	 	 	 
	 	(c) 	
      Promptly upon the appointment of a successor Facility
      Agent in accordance with clause 28.12 (Replacement of the Facility
      Agent), each Paying Party shall (other than to the extent that that
      Party has given an instruction pursuant to paragraph (e) below) give all
      requisite instructions to the bank with whom the trust account is held to
      transfer the amount (together with any accrued interest) to the successor
      Facility Agent for distribution to the relevant Recipient Party or
      Recipient Parties in accordance with clause 32.2 (Distributions by the
      Facility Agent).

	 	 	 
	 	(d) 	
      A Paying Party shall, promptly upon request by a
      Recipient Party and to the extent:




	 	(i) 	
      that it has not given an instruction pursuant to
      paragraph (d) above; and

	 	 	 
	 	(ii) 	
      that it has been provided with the necessary information
      by that Recipient Party,



give all requisite instructions to the
bank with whom the trust account is held to transfer the relevant amount
(together with any accrued interest) to that Recipient Party. 

	32.6 	
      Partial payments




	 	(a) 	
      If the Facility Agent receives a payment that is
      insufficient to discharge all the amounts then due and payable by an
      Obligor under the Finance Documents, the Facility Agent shall apply that
      payment towards the obligations of that Obligor under the Finance
      Documents in the following order:




	123 







	 	(i) 	
      firstly, in or towards payment pro rata of any unpaid
      fees, costs and expenses of the Facility Agent, each Issuing Lender and
      the Security Agent (including of any Receiver or Delegate) and the
      Arrangers under the Finance Documents;

	 	 	 
	 	(ii) 	
      secondly, in or towards payment pro rata of any amount
      due but unpaid under clauses 8.3 (Claims under a Letter of Credit)
      and 8.4 (Indemnities);

	 	 	 
	 	(iii) 	
      thirdly, in or towards payment pro rata of any accrued
      interest, fee or commission due but unpaid under this Agreement;

	 	 	 
	 	(iv) 	
      fourthly, in or towards payment pro rata of Outstandings
      due but unpaid under this Agreement; and

	 	 	 
	 	(v) 	
      fifthly, in or towards any other sum due but unpaid under
      the Finance Documents.




	 	(b) 	
      The Facility Agent shall, if so directed by the Majority
      Lenders, vary the order set out in paragraphs (a)(ii) to (v)
  above.

	 	 	 
	 	(c) 	
      Paragraphs (a) and (b) above will override any
      appropriation made by an Obligor.




	32.7 	
      No set-off by Obligors

	 	 
		
      All payments to be made by an Obligor under the Finance
      Documents shall be calculated and be made without (and free and clear of
      any deduction for) set-off or counterclaim.

	 	 
	32.8 	
      Business Days




	 	(a) 	
      Any payment which is due to be made on a day that is not
      a Business Day shall be made on the next Business Day in the same calendar
      month (if there is one) or the preceding Business Day (if there is
      not).

	 	 	 
	 	(b) 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under this Agreement interest is payable on the
      principal or Unpaid Sum at the rate payable on the original due
    date.




	32.9 	
      Currency of account




	 	(a) 	
      Subject to paragraphs (b) to (e) below, the Base Currency
      is the currency of account and payment for any sum due from an Obligor
      under any Finance Document.

	 	 	 
	 	(b) 	
      A repayment of a Utilisation or Unpaid Sum or a part of a
      Utilisation or Unpaid Sum shall be made in the currency in which that
      Utilisation or Unpaid Sum is denominated on its due date.

	 	 	 
	 	(c) 	
      Each payment of interest shall be made in the currency in
      which the sum in respect of which the interest is payable was denominated
      when that interest accrued.

	 	 	 
	 	(d) 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 	 
	 	(e) 	
      Any amount expressed to be payable in a currency other
      than the Base Currency shall be paid in that other
  currency.




	124 







	32.10 	
      Change of currency




	 	(a) 	
      Unless otherwise prohibited by law, if more than one
      currency or currency unit are at the same time recognised by the central
      bank of any country as the lawful currency of that country,
  then:




	 	(i) 	
      any reference in the Finance Documents to, and any
      obligations arising under the Finance Documents in, the currency of that
      country shall be translated into, or paid in, the currency or currency
      unit of that country designated by the Facility Agent (after consultation
      with the Company); and

	 	 	 
	 	(ii) 	
      any translation from one currency or currency unit to
      another shall be at the official rate of exchange recognised by the
      central bank for the conversion of that currency or currency unit into the
      other, rounded up or down by the Facility Agent (acting
  reasonably).




	 	(b) 	
      If a change in any currency of a country occurs, this
      Agreement will, to the extent the Facility Agent (acting reasonably and
      after consultation with the Company) specifies to be necessary, be amended
      to comply with any generally accepted conventions and market practice in
      the Relevant Interbank Market and otherwise to reflect the change in
      currency.




	32.11 	
      Disruption to Payment Systems etc.

	 	 
		
      If either the Facility Agent determines (in its
      discretion) that a Disruption Event has occurred or the Facility Agent is
      notified by the Company that a Disruption Event has
  occurred:




	 	(a) 	
      the Facility Agent may, and shall if requested to do so
      by the Company, consult with the Company with a view to agreeing with the
      Company such changes to the operation or administration of the Facility as
      the Facility Agent may deem necessary in the circumstances;

	 	 	 
	 	(b) 	
      the Facility Agent shall not be obliged to consult with
      the Company in relation to any changes mentioned in paragraph (a) if, in
      its opinion, it is not practicable to do so in the circumstances and, in
      any event, shall have no obligation to agree to such changes;

	 	 	 
	 	(c) 	
      the Facility Agent may consult with the Finance Parties
      in relation to any changes mentioned in paragraph (a) but shall not be
      obliged to do so if, in its opinion, it is not practicable to do so in the
      circumstances;

	 	 	 
	 	(d) 	
      any such changes agreed upon by the Facility Agent and
      the Company shall (whether or not it is finally determined that a
      Disruption Event has occurred) be binding upon the Parties as an amendment
      to (or, as the case may be, waiver of) the terms of the Finance Documents
      notwithstanding the provisions of clause 39 (Amendments and
      Waivers);

	 	 	 
	 	(e) 	
      the Facility Agent shall not be liable for any damages,
      costs or losses whatsoever (including, without limitation for negligence,
      gross negligence or any other category of liability whatsoever but not
      including any claim based on the fraud of the Facility Agent) arising as a
      result of its taking, or failing to take, any actions pursuant to or in
      connection with this clause 32.11; and




	125 







	 	(f) 	
      the Facility Agent shall notify the Finance Parties of
      all changes agreed pursuant to paragraph (d)
above.




	32.12 	
      Sanctions Provisions

	 	 
		
      In relation to each Lender that notifies the Facility
      Agent to this effect (each a “Restricted Lender”), the Sanctions
      Provisions shall only apply for the benefit of that Restricted Lender to
      the extent that it would not result in any violation of, conflict with or
      liability under any Anti Boycott Regulations.

	 	 
	33. 	
      SET-OFF




	 	(a) 	
      A Finance Party may set off any matured obligation due
      from an Obligor under the Finance Documents (to the extent beneficially
      owned by that Finance Party) against any matured obligation owed by that
      Finance Party to that Obligor, regardless of the place of payment, booking
      branch or currency of either obligation. If the obligations are in
      different currencies, the Finance Party may convert either obligation at a
      market rate of exchange in its usual course of business for the purpose of
      the set-off

	 	 	 
	 	(b) 	
      Any credit balances taken into account by a Lender when
      operating a net limit in respect of any overdraft under an Overdraft
      Facility shall on enforcement of the Finance Documents be applied first in
      reduction of the overdraft provided under that Overdraft Facility in
      accordance with its terms.




	34. 	
      APPLICATION OF PROCEEDS

	 	 
	34.1 	
      Order of Application

	 	 
		
      All moneys from time to time received or recovered by the
      Security Agent under clause 29.3 (Parallel Debt (Covenant to pay the
      Security Agent)) in connection with the realisation or enforcement of
      all or any part of the Transaction Security shall be held by the Security
      Agent for the benefit of the Finance Parties to apply them at such times
      as the Security Agent sees fit, to the extent permitted by applicable law,
      in the following order of priority:




	 	(a) 	
      in discharging any sums owing to the Security Agent (in
      its capacity as trustee), any Receiver or any Delegate;

	 	 	 
	 	(b) 	
      in payment to the Facility Agent, on behalf of the
      Secured Parties, for application towards the discharge of all sums due and
      payable by any Obligor under any of the Finance Documents in accordance
      with clause 32.6 (Partial payments);

	 	 	 
	 	(c) 	
      if none of the Obligors is under any further actual or
      contingent liability under any Finance Document, in payment to any person
      to whom the Security Agent is obliged to pay in priority to any Obligor;
      and

	 	 	 
	 	(d) 	
      the balance, if any, in payment to the relevant
      Obligor.




	34.2 	
      Investment of Proceeds

	 	 
		
      Prior to the application of the proceeds of the
      Transaction Security in accordance with clause 34.1 (Order of
      Application) the Security Agent may, at its discretion, hold all or
      part of those proceeds in an interest bearing suspense or impersonal
      account(s) in the name of the Security Agent or Facility Agent with any
      financial institution (including itself) and for so long as the Security
      Agent thinks fit (the interest being credited to the relevant
    account) pending the application from time to time of those monies at
the Security Agent's discretion in accordance with the provisions of this clause
34.




	126 







	34.3 	
      Currency Conversion




	 	(a) 	
      For the purpose of or pending the discharge of any of the
      Secured Obligations the Security Agent may convert any moneys received or
      recovered by the Security Agent from one currency to another, at the spot
      rate at which the Security Agent is able to purchase the currency in which
      the Secured Obligations are due with the amount received.

	 	 	 
	 	(b) 	
      The obligations of any Obligor to pay in the due currency
      shall only be satisfied to the extent of the amount of the due currency
      purchased after deducting the costs of
conversion.




	34.4 	
      Permitted Deductions

	 	 
		
      The Security Agent shall be entitled (a) to set aside by
      way of reserve amounts required to meet and (b) to make and pay, any
      deductions and withholdings (on account of Tax or otherwise) which it is
      or may be required by any applicable law to make from any distribution or
      payment made by it under this Agreement, and to pay all Tax which may be
      assessed against it in respect of any of the Charged Property, or as a
      consequence of performing its duties, or by virtue of its capacity as
      Security Agent under any of the Finance Documents or otherwise (except in
      connection with its remuneration for performing its duties under this
      Agreement).

	 	 
	34.5 	
      Discharge of Secured
Obligations




	 	(a) 	
      Any payment to be made in respect of the Secured
      Obligations by the Security Agent may be made to the Facility Agent on
      behalf of the Lenders and that payment shall be a good discharge to the
      extent of that payment, to the Security Agent.

	 	 	 
	 	(b) 	
      The Security Agent is under no obligation to make payment
      to the Facility Agent in the same currency as that in which any Unpaid Sum
      is denominated.




	34.6 	
      Sums received by Obligors

	 	 
		
      If any of the Obligors receives any sum which, pursuant
      to any of the Finance Documents, should have been paid to the Security
      Agent, that sum shall promptly be paid to the Security Agent for
      application in accordance with this clause.

	 	 
	35. 	
      NOTICES

	 	 
	35.1 	
      Communications in writing

	 	 
		
      Any communication to be made under or in connection with
      the Finance Documents shall be made in writing and, unless otherwise
      stated, may be made by fax or letter.

	 	 
	35.2 	
      Addresses

	 	 
		
      The address and fax number (and the department or
      officer, if any, for whose attention the communication is to be made) of
      each Party for any communication or document to be made or delivered under
      or in connection with the Finance Documents
is:




	127 







	 	(a) 	
      in the case of the Company, that identified with its name
      below;

	 	 	 
	 	(b) 	
      in the case of each Lender or any other Obligor, that
      notified in writing to the Facility Agent on or prior to the date on which
      it becomes a Party; and

	 	 	 
	 	(c) 	
      in the case of the Facility Agent and Security Agent,
      that identified with its name below,



or any substitute address or fax number
or department or officer as the Party may notify to the Facility Agent (or the
Facility Agent may notify to the other Parties, if a change is made by the
Facility Agent) by not less than five Business Days' notice. 

	35.3 	
      Delivery




	 	(a) 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents will
      only be effective:




	 	(i) 	
      if by way of fax, when received in legible form;
  or

	 	 	 
	 	(ii) 	
      if by way of letter, when it has been left at the
      relevant address or five Business Days after being deposited in the post
      postage prepaid in an envelope addressed to it at that
  address,



and, if a particular department or
officer is specified as part of its address details provided under clause 35.2
(Addresses), if addressed to that department or officer. 

	 	(b) 	
      Any communication or document to be made or delivered to
      the Facility Agent or to the Security Agent will be effective only when
      actually received by the Facility Agent or the Security Agent and then
      only if it is expressly marked for the attention of the department or
      officer identified with the Facility Agent's or the Security Agent's
      signature below (or any substitute department or officer as the Facility
      Agent shall specify for this purpose).

	 	 	 
	 	(c) 	
      All notices from or to an Obligor shall be sent through
      the Facility Agent.

	 	 	 
	 	(d) 	
      Any communication or document made or delivered to the
      Company in accordance with this clause will be deemed to have been made or
      delivered to each of the Obligors.

	 	 	 
	 	(e) 	
      All notices to a Lender from the Security Agent shall be
      sent through the Facility Agent.




	35.4 	
      Notification of address and fax number

	 	 
		
      Promptly upon receipt of notification of an address and
      fax number or change of address or fax number pursuant to clause 35.2
      (Addresses) or changing its own address or fax number, the Facility
      Agent shall notify the other Parties.

	 	 
	35.5 	
      Communication when Agent is Impaired
  Agent

	 	 
		
      If the Facility Agent is an Impaired Agent the Parties
      may, instead of communicating with each other through the Facility Agent,
      communicate with each other directly and (while the Facility Agent is an
      Impaired Agent) all the provisions of the Finance Documents which require
      communications to be made or notices to be given to or by the Facility
      Agent shall be varied so that communications may be made and notices given to
or by the relevant Parties directly. This provision shall not operate after a
replacement Facility Agent has been appointed.




	128 







	35.6 	
      Electronic
communication




	 	(a) 	
      Any communication to be made between the Facility Agent
      or the Security Agent and a Lender under or in connection with the Finance
      Documents may be made by electronic mail or other electronic means, if the
      Facility Agent, the Security Agent and the relevant
  Lender:




	 	(i) 	
      agree that, unless and until notified to the contrary,
      this is to be an accepted form of communication;

	 	 	 
	 	(ii) 	
      notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 	 
	 	(iii) 	
      notify each other of any change to their address or any
      other such information supplied by them.




	 	(b) 	
      Any electronic communication made between the Facility
      Agent and a Lender or the Security Agent will be effective only when
      actually received in readable form and in the case of any electronic
      communication made by a Lender to the Facility Agent or the Security Agent
      only if it is addressed in such a manner as the Facility Agent or Security
      Agent shall specify for this purpose.




	36. 	
      CALCULATIONS AND CERTIFICATES

	 	 
	36.1 	
      Accounts

	 	 
		
      In any litigation or arbitration proceedings arising out
      of or in connection with a Finance Document, the entries made in the
      accounts maintained by a Finance Party are prima facie evidence of
      the matters to which they relate.

	 	 
	36.2 	
      Certificates and determinations

	 	 
		
      Any certification or determination by a Finance Party of
      a rate or amount under any Finance Document is, in the absence of manifest
      error, conclusive evidence of the matters to which it relates.

	 	 
	36.3 	
      Day count convention

	 	 
		
      Any interest, commission or fee accruing under a Finance
      Document will accrue from day to day and is calculated on the basis of the
      actual number of days elapsed and a year of 360 days or, in any case where
      the practice in the Relevant Interbank Market differs, in accordance with
      that market practice.

	 	 
	37. 	
      PARTIAL INVALIDITY

	 	 
		
      If, at any time, any provision of the Finance Documents
      is or becomes illegal, invalid or unenforceable in any respect under any
      law of any jurisdiction, neither the legality, validity or enforceability
      of the remaining provisions nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction will in any way
      be affected or impaired.




	129 







	38. 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Secured Party or the Arranger, any right or remedy under
      the Finance Documents shall operate as a waiver of any such right or
      remedy or constitute an election to affirm any of the Finance Documents.
      No election to affirm any of the Finance Documents on the part of any
      Secured Party or the Arranger shall be effective unless it is in writing.
      No single or partial exercise of any right or remedy shall prevent any
      further or other exercise or the exercise of any other right or remedy.
      The rights and remedies provided in this Agreement are cumulative and not
      exclusive of any rights or remedies provided by law.

	 	 
	39. 	
      AMENDMENTS AND WAIVERS

	 	 
	39.1 	
      Required consents




	 	(a) 	
      Subject to clause 39.2 (Exceptions) and clause
      29.19 (Releases) any term of the Finance Documents may be amended
      or waived only with the consent of the Majority Lenders and the Obligors
      and any such amendment or waiver will be binding on all Parties.

	 	 	 
	 	(b) 	
      The Facility Agent, or in respect of the Security
      Documents the Security Agent, may effect, on behalf of any Finance Party,
      any amendment or waiver permitted by this clause.

	 	 	 
	 	(c) 	
      In connection with any amendment, waiver, determination
      or direction relating to any part of a Sanctions Provision of which a
      Restricted Lender does not have the benefit pursuant to Clause 32.12
      (Sanctions Provisions), the Participations of that Restricted
      Lender will be excluded for the purpose of determining whether the consent
      of the Majority Lenders has been obtained or whether the determination or
      direction by the Majority Lenders has been
made.




	39.2 	
      Exceptions




	 	(a) 	
      An amendment or waiver that has the effect of changing or
      which relates to:




	 	(i) 	
      the definition of "Majority Lenders" in clause 1.1
      (Definitions);

	 	 	 
	 	(ii) 	
      an extension to the date of payment of any amount under
      the Finance Documents;

	 	 	 
	 	(iii) 	
      a reduction in the Loan Margin or Overdraft Margin or a
      reduction in the amount of any payment of principal, interest, fees or
      commission payable;

	 	 	 
	 	(iv) 	
      an increase in or an extension of any Facility;

	 	 	 
	 	(v) 	
      a change to the Borrowers or Guarantors other than in
      accordance with clause 27 (Changes to the Obligors);

	 	 	 
	 	(vi) 	
      any provision which expressly requires the consent of all
      the Lenders;

	 	 	 
	 	(vii) 	
      clause 2.2 (Finance Parties' rights and
      obligations), clause 26 (Changes to the Lenders), this clause
      39, clause 44 (Governing Law and Jurisdiction) or clause 44.2
      (Jurisdiction);




	130 







	 	(viii) 	
      the nature or scope of the guarantee and indemnity
      granted under clause 20 (Guarantee and Indemnity);or

	 	 	 
	 	(ix) 	
      the nature or scope of the Charged Property or the manner
      in which the proceeds of enforcement of the Transaction Security are
      distributed;



shall not be made without the prior
consent of all the Lenders. 

	 	(b) 	
      An amendment or waiver which relates to the rights or
      obligations of the Facility Agent, the Security Agent, the Arranger or an
      Issuing Lender (each in their capacity as such) may not be effected
      without the consent of the Facility Agent, the Security Agent, the
      Arranger or Issuing Lender as the case may be.

	 	 	 
	 	(c) 	
      If:




	 	(i) 	
      any Defaulting Lender fails to respond to a request for a
      consent, waiver, amendment of or in relation to any term of any Finance
      Document or any other vote of Lenders under the terms of this Agreement
      within five Business Days of that request being made; or

	 	 	 
	 	(ii) 	
      any Lender which is not a Defaulting Lender fails to
      respond to such a request (other than an amendment, waiver or consent
      referred to in paragraphs (ii), (iii) and (vi) of paragraph (a)) or such a
      vote within five Business Days of that request being made

	 	 	 
	 		
      (unless, in either case, the Company and the Facility
      Agent agree to a longer time period in relation to any
  request):




	 	(A) 	
      its Participation(s) shall not be included for the
      purpose of calculating the Total Facility Maximum Amounts under the
      relevant Facility/ies when ascertaining whether any relevant percentage
      (including, for the avoidance of doubt, unanimity) of Total Facility
      Maximum Amounts has been obtained to approve that request; and

	 	 	 
	 	(B) 	
      its status as a Lender shall be disregarded for the
      purpose of ascertaining whether the agreement of any specified group of
      Lenders has been obtained to approve that
request.




	39.3 	
      Disenfranchisement of Defaulting
  Lenders




	 	(a) 	
      For so long as a Defaulting Lender has any Participation,
      in ascertaining:




	 	(i) 	
      the Majority Lenders; or

	 	 	 
	 	(ii) 	
      whether:




	 	(A) 	
      any given percentage (including, for the avoidance of
      doubt, unanimity) of the Total Facility Maximum Amounts under the relevant
      Facility/ies; or

	 	 	 
	 	(B) 	
      the agreement of any specified group of
  Lenders,



has been obtained to approve any
request for a consent, waiver, amendment or other vote of Lenders under the
Finance Documents,that Defaulting Lender's Participations under the relevant
Facility/ies will be reduced by the amount of its Available Participations under
the relevant Facility/ies and, to the extent that that reduction results in that
Defaulting Lender's Total Facility Maximum Amount being zero, that Defaulting
Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and
(ii) above. 

	131 






	 	 	
       
	 	(b) 	
      For the purposes of this clause 39.3
      (Disenfranchisement of Defaulting Lenders), the Facility Agent may
      assume that the following Lenders are Defaulting
Lenders:




	 	(i) 	
      any Lender which has notified the Facility Agent that it
      has become a Defaulting Lender;

	 	 	 
	 	(ii) 	
      any Lender in relation to which it is aware that any of
      the events or circumstances referred to in paragraphs (a), (b), (c) or (d)
      of the definition of "Defaulting Lender" has
occurred,



unless it has received notice to the
contrary from the Lender concerned (together with any supporting evidence
reasonably requested by the Agent) or the Agent is otherwise aware that the
Lender has ceased to be a Defaulting Lender. 

	39.4 	
      Replacement of a Defaulting
  Lender




	 	(a) 	
      The Company may, at any time a Lender has become and
      continues to be a Defaulting Lender, by giving five Business Days' prior
      written notice to the Facility Agent and such Lender replace such Lender
      by requiring such Lender to (and, to the extent permitted by law, such
      Lender shall) transfer pursuant to clause 26.1 (Assignments and
      transfers by the Lenders) all (and not part only) of its rights and
      obligations under this Agreement to a Lender or other bank, financial
      institution, trust, fund or other entity (a "Replacement Lender")
      selected by the Company, which is acceptable (in the case of any transfer
      of a Letter of Credit) to the Issuing Lender and which confirms its
      willingness to assume and does assume all the obligations, or all the
      relevant obligations, of the transferring Lender in accordance with clause
      26.1 (Assignments and transfers by the Lenders).

	 	 	 
	 	(b) 	
      Any transfer of rights and obligations of a Defaulting
      Lender pursuant to this clause 39.4 (Replacement of a Defaulting
      Lender) shall be subject to the following
conditions:




	 	(i) 	
      the Company shall have no right to replace the Facility
      Agent or Security Agent;

	 	 	 
	 	(ii) 	
      neither the Facility Agent nor the Defaulting Lender
      shall have any obligation to the Company to find a Replacement
    Lender;

	 	 	 
	 	(iii) 	
      the transfer must take place no later than five Business
      Days after the notice referred to in paragraph (a) above;

	 	 	 
	 	(iv) 	
      in no event shall the Defaulting Lender be required to
      pay or surrender to the Replacement Lender any of the fees received by the
      Defaulting Lender pursuant to the Finance Documents;
and




	132 







	 	(v) 	
      the Defaulting Lender shall only be obliged to transfer
      its rights and obligations pursuant to paragraph (a) above once it is
      satisfied that it has complied with all necessary "know your customer" or
      other similar checks under all applicable laws and regulations in relation
      to that transfer to the Replacement Lender.




	 	(c) 	
      The Defaulting Lender shall perform the checks described
      in paragraph (b)(v) above as soon as reasonably practicable following
      delivery of a notice referred to in paragraph (a) above and shall notify
      the Facility Agent and the Company when it is satisfied that it has
      complied with those checks.




	40. 	
      DISCLOSURE OF INFORMATION

	 	 
		
      Any Finance Party may
disclose:




	 	(a) 	
      to any of its Affiliates and any of its or their
      officers, directors, employees, professional advisers, auditors, partners
      and Representatives such information as that Finance Party shall consider
      appropriate;

	 	 	 
	 	(b) 	
      to any person:




	 	(i) 	
      to (or through) whom it assigns or transfers (or may
      potentially assign or transfer) all or any of its rights and/or
      obligations under one or more Finance Documents and to any of that
      person's Affiliates, Representatives and professional advisers;

	 	 	 
	 	(ii) 	
      with (or through) whom it enters into (or may potentially
      enter into), whether directly or indirectly, any sub-participation in
      relation to, or any other transaction under which payments are to be made
      or may be made by reference to, one or more Finance Documents and/or one
      or more Obligors and to any of that person's Affiliates, Representatives
      and professional advisers;

	 	 	 
	 	(iii) 	
      appointed by any Finance Party or by a person to whom sub
      paragraph (b)(i) or (ii) above applies to receive communications, notices,
      information or documents delivered pursuant to the Finance Documents on
      its behalf (including, without limitation, any person appointed under
      paragraph (c) of clause 28.14 (Relationship with the
    Lenders));

	 	 	 
	 	(iv) 	
      who invests in or otherwise finances (or may potentially
      invest in or otherwise finance), directly or indirectly, any transaction
      referred to in paragraph (b)(i) or (b)(ii) above;

	 	 	 
	 	(v) 	
      to whom information is required or requested to be
      disclosed by any court of competent jurisdiction or any governmental,
      banking, taxation or other regulatory authority or similar body, the rules
      of any relevant stock exchange or pursuant to any applicable law or
      regulation;

	 	 	 
	 	(vi) 	
      to whom or for whose benefit that Finance Party charges,
      assigns or otherwise creates Security (or may do so) pursuant to clause
      26.9 (Security over Lenders' rights);




	133 







	 	(vii) 	
      to whom information is required to be disclosed in
      connection with, and for the purposes of, any litigation, arbitration,
      administrative or other investigations, proceedings or disputes;

	 	 	 
	 	(viii) 	
      who is a Party; or

	 	 	 
	 	(ix) 	
      with the consent of the Company;



in each case, such information as that
Finance Party shall consider appropriate; and 

	 	(c) 	
      to any rating agency (including its professional
      advisers) such information as may be required to be disclosed to enable
      such rating agency to carry out its normal rating activities in relation
      to the Finance Documents and/or the Obligors.




	40.2 	
      Entire agreement

	 	 
		
      This clause 40 (Disclosure of Information)
      constitutes the entire agreement between the Parties in relation to the
      obligations of the Finance Parties under the Finance Documents regarding
      disclosure of information and supersedes any previous agreement, whether
      express or implied, regarding this matter.

	 	 
	40.3 	
      Notification of disclosure

	 	 
		
      Each of the Finance Parties agrees (to the extent
      permitted by law and regulation) to inform the Company of the
      circumstances of any disclosure of information made pursuant to paragraph
      (b)(v) of clause 40 (Disclosure of Information) except where such
      disclosure is made to any of the persons referred to in that paragraph
      during the ordinary course of its supervisory or regulatory
    function.

	 	 
	41. 	
      COUNTERPARTS

	 	 
		
      Each Finance Document may be executed in any number of
      counterparts, and this has the same effect as if the signatures on the
      counterparts were on a single copy of the Finance Document.

	 	 
	42. 	
      USA PATRIOT ACT

	 	 
		
      Each Lender hereby notifies each Obligor that pursuant to
      the requirements of the USA Patriot Act, such Lender is required to
      obtain, verify and record information that identifies such Obligor, which
      information includes the name and address of such Obligor and other
      information that will allow such Lender to identify such Obligor in
      accordance with the USA Patriot Act.

	 	 
	43. 	
      DISSOLUTION, SUSPENSION AND ERROR

	 	 
		
      All Obligors hereby waive to the fullest extent permitted
      by law, their right to dissolve (ontbinden) or annul
      (vernietigen) the legal acts (rechtshandelingen) or suspend
      (opschorten) any obligations represented by this Agreement and/or
      any Finance Document and such waiver is hereby accepted by the
    Lenders.




	134 







	SECTION 12 
	 
	GOVERNING LAW AND JURISDICTION




	44. 	
      GOVERNING LAW AND JURISDICTION

	 	 
	44.1 	
      Governing Law

	 	 
		
      This Agreement any non-contractual obligations arising
      out of or in connection with it are governed by Dutch law.

	 	 
	44.2 	
      Jurisdiction




	 	(a) 	
      The Courts (rechtbank) of Amsterdam, the Kingdom
      of the Netherlands, subject to ordinary appeal (hoger beroep) and
      final appeal (cassatie), shall have exclusive jurisdiction to hear
      and determine any suit, action or proceeding and to settle any disputes
      (respectively "Proceedings" and "Disputes") arising out of
      or in connection with this Agreement (including a dispute regarding the
      existence, validity or termination of this Agreement or the consequences
      of its nullity) and, for such purposes, each of the parties hereto
      irrevocably submits to the exclusive jurisdiction of such
courts.

	 	 	 
	 	(b) 	
      This clause is for the benefit of the Finance Parties
      only. As a result, no Finance Party shall be prevented from taking
      proceedings relating to a Dispute in any other courts with jurisdiction.
      To the extent allowed by law, the Finance Parties may take concurrent
      proceedings in any number of jurisdictions.




	44.3 	
      Waiver of jury trial

	 	 
		
      EACH OF THE PARTIES TO THIS AGREEMENT AGREES TO WAIVE
      IRREVOCABLY ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM BASED UPON OR ARISING
      OUT OF THIS AGREEMENT OR ANY OF THE DOCUMENTS REFERRED TO IN THIS
      AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN THIS AGREEMENT. This waiver
      is intended to apply to all Disputes. Each party acknowledges that (a)
      this waiver is a material inducement to enter into this Agreement, (b) it
      has already relied on this waiver in entering into this Agreement and (c)
      it will continue to rely on this waiver in future dealings. Each party
      represents that it has reviewed this waiver with its legal advisers and
      that it knowingly and voluntarily waives its jury trial rights after
      consultation with its legal advisers. In the event of litigation, this
      Agreement may be filed as a written consent to a trial by the
  court.

	 	 
	44.4 	
      Attorney

	 	 
		
      If a Party is represented by (an) attorney(s) in
      connection with the execution of this Agreement or any agreement or
      document pursuant hereto, and the relevant power of attorney is expressed
      to be governed by Dutch law, such choice of law is hereby accepted by the
      other Party, in accordance with Article 14 of the Hague Convention on the
      Law Applicable to Agency of 14 March 1978.



This Agreement has been entered into on the date stated at
the beginning of this Agreement. 

	135 






SCHEDULE 1: THE ORIGINAL LENDERS 


	Name of Original
      Lender 	Facility 1A
      Participation (EUR) 	Facility 1B
      Participation (EUR) 	Facility 2
      Participation (EUR) 	Facility 3
    Participation (EUR) 
	  	  	  	  	  
	ING Bank N.V. 	30,000,000 (incl. 175,000 Guarantee Facility)
    		2,500,000 	
	  	  	  	  	  
	Cooperatieve Centrale Raiffeissen- Boerenleenbank B.A. 	30,000,000 			5,000,000 
	  	  	  	  	  
	Deutsche Bank AG, Amsterdam branch 		25,000,000 (incl. 5,000,000 respect
      of Letters of Credit) 		

	  	  	  	  	  
	Total 	60,000,000 	25,000,000 	2,500,000 	5,000,000 




	136 







	SCHEDULE 2: CONDITIONS PRECEDENT 
	 
	Part 1: Conditions Precedent to Initial
      Utilisation 
	 
	[Fulfilled] 



	1. 	
      Corporate Documents




	 	(a) 	
      A copy of the constitutional documents of each Original
      Obligor including, in relation to each Original Obligor incorporated in
      the Kingdom of the Netherlands, a copy of the articles of association
      (statuten) and, where applicable, deed of incorporation
      (oprichtingsakte) of such Original Obligor, as well as an extract
      (uittreksel) from the Dutch Commercial Register
      (Handelsregister) of such Original Obligor.

	 	 	 
	 	(b) 	
      A copy of a good standing certificate with respect to
      each US Obligor, issued as of a recent date by the Secretary of State or
      other appropriate official of each US Obligor's jurisdiction of
      incorporation or organisation.

	 	 	 
	 	(c) 	
      A copy of a resolution of the board of managing directors
      or board of directors of each Original
Obligor:




	 	(i) 	
      approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute the Finance Documents to which it is a party;

	 	 	 
	 	(ii) 	
      authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 	 
	 	(iii) 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices (including, if relevant,
      any Utilisation Request) to be signed and/or despatched by it under or in
      connection with the Finance Documents to which it is a
  party.




	 	(d) 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph (c) above.

	 	 	 
	 	(e) 	
      If applicable, a copy of the resolution of the board of
      supervisory directors of each Obligor where relevant approving the
      resolutions of the board of managing directors and the transactions
      contemplated thereby and appointing an authorised person to represent each
      Obligor in case of a conflict of interest, unless such is included in the
      relevant shareholders resolution.

	 	 	 
	 	(f) 	
      If applicable, a copy of the resolution of the
      shareholders of each Obligor approving the resolutions of the board of
      managing directors and the transactions contemplated thereby.

	 	 	 
	 	(g) 	
      A certificate of the Company (signed by a director or
      other authorised signatory) confirming that borrowing or guaranteeing, as
      appropriate, the Facilities would not cause any borrowing, guaranteeing or
      similar limit binding on any Original Obligor to be exceeded.

	 	 	 
	 	(h) 	
      A certificate of an authorised signatory of the relevant
      Original Obligor certifying that each copy document relating to it
      specified in this Part 1 of this schedule 2 is
correct, complete and in full force and effect as at a date no earlier
than the date of this Agreement.




	137 







	 	(i) 	
      The Group Structure Chart certified by the Company as
      being true at the date of this Agreement.




	2. 	
      Security Documents

	 	 
		
      Dutch law




	 	(a) 	
      Deed of pledge of moveable assets and title documents
      between Organic Corporation B. V., Tradin Organic Agriculture B.V.,
      SunOpta Foods Europe B.V., and Trabocca B. V. and the Security
    Agent.

	 	 	 
	 	(b) 	
      Omnibus deed of pledge relating to bank accounts,
      insurance receivables, intercompany receivables, the moveable assets and
      other receivables between Organic Corporation B.V., Tradin Organic
      Agriculture B.V., SunOpta Foods Europe B.V., and Trabocca B.V. and the
      Security Agent.



English law 

	 	(a) 	
      A security agreement between Tradin Organics USA LLC,
      Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V. and Trabocca
      B.V. and the Security Agent in respect of the Eligible Inventory stored in
      the Designated Warehouses.



US law 

	 	(a) 	
      A security agreement between Tradin Organics USA LLC and
      Trabocca B.V. and the Security Agent in respect of inventory, title
      documents, accounts, and supporting obligations related to the foregoing,
      together will all books, records, writings, databases, information,
      materials or other property relating to any of the foregoing.

	 	 	 
	 	(b) 	
      A duly completed and signed perfection certificate in the
      form required by the US security agreement, together with evidence that
      all filings, registrations and recordings required by law or reasonably
      requested by the Security Agent to perfect the Liens created under the US
      security agreement have been or concurrently are being
  made.




	3. 	
      Legal opinions




	 	(a) 	
      A legal opinion of Clifford Chance LLP, legal advisers to
      the Arranger and the Facility Agent as to Dutch law, substantially in the
      form distributed to the Original Lenders prior to signing this
      Agreement.

	 	 	 
	 	(b) 	
      A legal opinion of Clifford Chance LLP, legal advisers to
      the Arranger and the Facility Agent as to English law, substantially in
      the form distributed to the Original Lenders prior to signing this
      Agreement.

	 	 	 
	 	(c) 	
      A legal opinion of Clifford Chance LLP, legal advisers to
      the Arranger and the Facility Agent as to New York law, substantially in
      the form distributed to the Original Lenders prior to signing this
      Agreement.





	138 







	4. 	
      Accounts




A copy of notice(s) executed by the
relevant Original Obligor addressed to the banks or financial institutions
holding any accounts in respect of which a notice of assignment or charge is
required under the Security Documents substantially in the form set out in
Security Documents. 

	5. 	
      Insurance




	 	(a) 	
      All insurance policies subject to or expressed to be
      subject to the Transaction Security relating to the Charged
    Property.

	 	 	 
	 	(b) 	
      Written evidence that the insurance policies relating to
      the Charged Property contain (in form and substance reasonably
      satisfactory to the Security Agent) an endorsement naming the Security
      Agent as sole loss payee in respect of all claims.

	 	 	 
	 	(c) 	
      A copy of the duly executed notices to insurer in respect
      of the insurance policies substantially in the form set out in each
      Security Document.




	6. 	
      Other documents and
evidence




	 	(a) 	
      A certificate in form and substance satisfactory to the
      Facility Agent of the chief financial officer, director of finance or
      other appropriate person of each US Obligor as to the solvency of such US
      Obligor.

	 	 	 
	 	(b) 	
      A copy of a good standing certificate with respect to
      each US Obligor, issued as of a recent date by the Secretary of State or
      other appropriate official of each US Obligor's jurisdiction of
      incorporation or organisation.

	 	 	 
	 	(c) 	
      The Original Financial Statements of each Original
      Obligor.

	 	 	 
	 	(d) 	
      Evidence that the fees, costs and expenses then due from
      the Company pursuant to clause 14 (Fees), clause 19 (Costs and
      Expenses) and clause 15.7 (Stamp taxes) have been paid or will
      be paid by the first Utilisation Date.

	 	 	 
	 	(e) 	
      The executed Fee Letters.

	 	 	 
	 	(f) 	
      A copy of an executed credit facility agreement between
      ING Bank N.V., the Company and one or more of the Borrowers which sets out
      the terms of the Pre- settlement Facility to be made available by ING Bank
      N.V. (in form and substance satisfactory to ING Bank N.V.).

	 	 	 
	 	(g) 	
      Evidence that all outstandings under the Existing
      Facilities Agreement (other than Rolled In Instruments) have been, or will
      be, prepaid and cancelled in full on or before the first Utilisation Date
      and all Security in respect of any amounts outstanding under or in
      relation to the Existing Facilities Agreement has been or will be,
      released on or before the first Utilisation Date.

	 	 	 
	 	(h) 	
      A copy of any other Authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary or
      desirable (if it has notified the Company accordingly) in connection with
      the entry into and performance of the transactions contemplated by any
      Finance Document or for the validity and enforceability of any Finance
      Document.




	139 






Part 2: Conditions Precedent Required to be
Delivered by an Additional Obligor 

	 	1. 	
      An Accession Letter, duly executed by the Additional
      Obligor and the Company.

	 	 	 
	 	2. 	
      A copy of the constitutional documents of the Additional
      Obligor.

	 	 	 
	 	3. 	
      A copy of a good standing certificate with respect to
      each Additional Obligor whose jurisdiction of organisation is a state of
      the US or the District of Columbia, issued as of a recent date by the
      Secretary of State or other appropriate official of such Additional
      Obligor's jurisdiction of incorporation or organisation.

	 	 	 
	 	4. 	
      A copy of a resolution of the board of directors or
      [managing partner][general partner][sole member][managing member] of the
      Additional Obligor:




	 	(a) 	
      approving the terms of, and the transactions contemplated
      by, the Accession Letter and the Finance Documents and resolving that it
      execute the Accession Letter and any other Finance Document to which it is
      a party;

	 	 	 
	 	(b) 	
      authorising a specified person or persons to execute the
      Accession Letter and other Finance Documents on its behalf;

	 	 	 
	 	(c) 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all other documents and notices (including, in
      relation to an Additional Borrower, any Utilisation Request) to be signed
      and/or despatched by it under or in connection with the Finance Documents
      to which it is a party; and

	 	 	 
	 	(d) 	
      authorising the Company to act as its Facility Agent in
      connection with the Finance Documents.




	 	5. 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 4 above.

	 	 	 
	 	6. 	
      A copy of a resolution signed by all the holders of the
      issued shares of the Additional Guarantor, approving the terms of, and the
      transactions contemplated by, the Finance Documents to which the
      Additional Guarantor is a party.

	 	 	 
	 	7. 	
      A certificate of the Additional Obligor (signed by a
      director or other authorised signatory) confirming that borrowing or
      guaranteeing, as appropriate, the Facilities would not cause any
      borrowing, guaranteeing or similar limit binding on it to be
    exceeded.

	 	 	 
	 	8. 	
      A certificate of an authorised signatory of the
      Additional Obligor certifying that each copy document listed in this Part
      2 of schedule 2 is correct, complete and in full force and effect as at a
      date no earlier than the date of the Accession Letter.

	 	 	 
	 	9. 	
      If available, the latest audited financial statements of
      the Additional Obligor.

	 	 	 
	 	10. 	
      Each Security Document which the Facility Agent may
      require to be given by that Additional Obligor, duly executed by that
      Additional Obligor and, if required, the Security Agent.

	 	 	 
	 	11. 	
      Any notices or documents required to be given or executed
      or made under the terms of the Security Documents entered into by the
      Additional Obligor.

	 	 	 
	 	12. 	
      A copy of any other Authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary or
      desirable in connection with the entry into
and performance of the transactions contemplated by the Accession
Letter and each Finance Document to which the Additional Obligor is a party or
for the validity and enforceability of any Finance Document or of any
Transaction Security created or intended to be created by the Additional
Obligor.




	140 







	 	13. 	
      A legal opinion of the legal advisers to the Arranger and
      the Facility Agent in as to Dutch law.

	 	 	 
	 	14. 	
      If the Additional Obligor is incorporated in a
      jurisdiction other than the Kingdom of the Netherlands, a legal opinion of
      the legal advisers to the Arranger and the Facility Agent in the
      jurisdiction in which the Additional Obligor is incorporated.

	 	 	 
	 	15. 	
      If the Additional Obligor is organised in a state of the
      US or the District of Columbia, a certificate in form and substance
      satisfactory to the Facility Agent of the director of finance or other
      appropriate person of each Additional Obligor as to the solvency of such
      Additional Obligor.




	141 







	SCHEDULE 3: REQUESTS 
	 
	Part 1: Utilisation Request - Loans




	From: 	[name of relevant
      Borrower] 
	 	 
	To: 	[name of relevant Lender]
    
	 	 
	CC: 	ING Bank N.V. 
	 	 
	Dated: 	 
	 	 
	Dear Sirs 	 



	Tradin — EUR
      92,500,000 Multicurrency Facilities Agreement Dated
  ♦      September 2012 (the "Agreement") 




	1. 	
      We refer to the Agreement. This is a Utilisation Request.
      Terms defined in the Agreement have the same meaning in this Utilisation
      Request unless given a different meaning in this Utilisation
    Request.

	 	 
	2. 	
      We wish to borrow a Loan on the following
  terms:




	 	Borrower 	[♦	] 
	 	 	 	 
	 	Proposed Utilisation Date: 	[♦	] (or, if that is not a Business Day, the

	 		 next Business Day)  	 
	 	 	 	 
	 	Currency of Loan: 	[♦	] 
	 	 	 	 
	 	Amount: 	[♦	] or, if less, the Lender's Available 
	 	  	Participation 	 
	 	 	 	 
	 	Interest Period: 	 ♦	][ 



	3. 	
      We confine that each condition specified in clause 4.2
      (Uncommitted Facilities) is satisfied on the date of this
      Utilisation Request.

	 	 
	4. 	
      The proceeds of this Loan should be credited to
      [account].

	 	 
	5. 	
      We confirm that, at the date hereof, the Repeating
      Representations are true and no Event of Default or Default has occurred
      or would occur as a result of the making of this Utilisation.

	 	 
	6. 	
      This Utilisation Request is
irrevocable.



Yours faithfully

	142 







	................................ 
	authorised signatory for 
	[name of relevant Borrower] 



	143 






Part 2: Utilisation Request - Letters of Credit and
Guarantee Facility 

	From: 	[name of relevant Borrower]
      
	 	 
	To: 	[name of relevant Lender]
    
	 	 
	Dated: 	 
	 	 
	Dear Sirs 	 


Tradin - EUR 92,500,000 Multicurrency Facilities Agreement
dated September 2012 (the "Facility Agreement") 

	1. 	
      We wish to arrange for a [Letter of Credit][non-trade
      related guarantee] to be issued by you on the following terms:




	 	Proposed Utilisation Date: 	[♦	] (or, if that is not a Business Day, 
	 	  	the next Business Day) 
	 	 	 
	 	Currency of [Letter of Credit] 	  	  
	 	 	 	 
	 	[non-trade related guarantee]: 	[♦	] 
	 	 	 	 
	 	Facility to be utilised 	[Guarantee Facility/Facility 1B]
  
	 	 	 
	 	Amount: 	[♦	] or, if less, the Lender's Available 
	 	  	Participation 	  
	 	 	 	 
	 	Beneficiary: 	[♦	] 
	 	 	 	 
	 	Term or Expiry Date: 	[♦	] 



	2. 	
      We confirm that each condition specified in paragraph (b)
      of clause 4.2 (Uncommitted Facilities) is satisfied on the date of
      this Utilisation Request.

	 	 
	3. 	
      We confirm that, at the date hereof, the Repeating
      Representations are true and no Event of Default or Default has occurred
      or would occur as a result of the making of this Utilisation.

	 	 
	4. 	
      We attach a copy of the proposed [Letter of
      Credit][non-trade related guarantee].

	 	 
	5. 	
      This Utilisation Request is
irrevocable.




	144 







	6. 	
      Delivery Instructions:

	 	 
		
      [specify delivery
instructions]




	Yours faithfully 
	  
	  
	  
	................................  
	authorised signatory for 
	[name of relevant Borrowed] 



	145 






SCHEDULE 4: FORM OF TRANSFER CERTIFICATES


	To: 	ING Bank N.V. as Facility Agent 
	  	  
	From: 	[The Existing Lender] (the "Existing
      Lender") and [The New Lender] 
	  	(the "New Lender")




	Dated: 
	 
	Tradin EUR 92,500,000 Multicurrency
      Facilities Agreement dated September 2012 (the
      "Agreement") 



	1. 	
      We refer to the Agreement. This certificate will take
      effect as a Transfer Certificate (the "Transfer Certificate"). Terms
      defined in the Agreement have the same meaning in this Transfer
      Certificate unless given a different meaning in this Transfer
      Certificate.

	 	 
	2. 	
      We refer to clause 26.5 (Procedure for
      transfer):




	 	(a) 	
      Pursuant to article 6:159 of the Dutch Civil Code, the
      Existing Lender hereby transfers to the New Lender, by way of assumption
      of contract in accordance with article 6:159 of the Dutch Civil Code [its
      entire legal relationship under the Finance Documents, including its
      entire Commitment and portion of the Loan referred to in the schedule
      hereto and all rights and obligations relating thereto, and including all
      security interests, if any, and all ancillary rights pertaining
      thereto][part of its legal relationship under the [Agreement/Finance
      Documents], including part of its Commitment and part of its portion of
      the Loan as set out in the schedule hereto, including the rights and
      obligations relating thereto and including all security interest relating
      thereto, if any, and all ancillary rights pertaining thereto] with effect
      from the Transfer Date, to the New Lender, and the New Lender hereby
      accepts this assumption of contract..

	 	 	 
	 	(b) 	
      The proposed Transfer Date is [

	 	 	 
	 	(c) 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of clause 35.2
      (Addresses) are set out in the
schedule.




	3. 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph (c) of clause 26.4
      (Limitation of responsibility of Existing Lenders).

	 	 
	4. 	
      This Transfer Certificate may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Transfer Certificate.

	 	 
	5. 	
      This Transfer Certificate and any non-contractual
      obligations arising out of or in connection with it are governed by Dutch
      law.




	146 







	THIS CERTIFICATE is accepted as a Transfer
      Certificate for the purposes of the Agreement by the Facility Agent and
      the Transfer Date is confirmed as [ ]. 
	 
	THE SCHEDULE 
	 
	Participation/rights and obligations to be
      transferred 
	 
	[insert relevant details] 
	 
	[Facility Office address, fax number and attention
      details for notices and account details for payments,]
  



	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 



	This Transfer Certificate is accepted by the
      Facility Agent and the Transfer Date is 
	 
	confirmed as [♦	]. 
	 	 
	[Facility Agent] 	  
	 	 
	By: 	  



	147 






SCHEDULE 5: FORM OF ACCESSION LETTER 

	To: 	ING Bank N.V. as Facility Agent 
	 	 
	From: 	[Subsidiary] and [Enter Company Name]
  
	 	 
	Dated: 	  


Dear Sirs 

Tradin EUR 92,500,000 Multicurrency Facilities Agreement
dated September 2012 (the "Agreement") 

	1. 	
      We refer to the Agreement. This is an Accession Letter.
      Terms defined in the Agreement have the same meaning in this Accession
      Letter unless given a different meaning in this Accession
Letter.

	 	 
	2. 	
      [Subsidiary] agrees to become an Additional
      [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an
      Additional [Borrower]/[Guarantor] pursuant to clause [27.2 (Additional
      Borrowers)]I[clause 27.4 (Additional Guarantors)] of the
      Agreement. [Subsidiary] is a company duly incorporated under the
      laws of [name of relevant jurisdiction].

	 	 
	3. 	
      [Subsidiary's] administrative details are as
      follows:




	Address: 
	 
	Fax No: 
	 
	Attention: 



	4. 	
      This Accession Letter any non-contractual obligations
      arising out of or in connection with it are governed by Dutch
  law.




	[Enter Company Name] 	[Subsidiary] 
	 	 
	 	 
	By: 	By: 



	148 






SCHEDULE 6: FORM OF RESIGNATION LETTER 

	To: 	ING Bank N.V. as Facility Agent 
	 	 
	From: 	[resigning Obligor] and [Enter Company
      Name] 
	 	 
	Dated: 	  



	Dear Sirs 
	 
	Tradin EUR 92,500,000 Multicurrency
      Facilities Agreement dated September 2012 (the
      "Agreement") 



	1. 	
      We refer to the Agreement. This is a Resignation Letter.
      Terms defined in the Agreement have the same meaning in this Resignation
      Letter unless given a different meaning in this Resignation
  Letter.

	 	 
	2. 	
      Pursuant to clause 27.3 (Resignation of a
      Borrower), we request that [resigning Obligor] be released from its
      obligations as a Borrower under the Agreement.

	 	 
	3. 	
      We confirm that:




	 	(a) 	
      no Default is continuing or would result from the
      acceptance of this request; and

	 	 	 
	 	(b) 	
      [♦      ]




	4. 	
      This Resignation Letter and any non-contractual
      obligations arising out of or in connection with it are governed by Dutch
      law.




	[Enter Company Name] 	[Subsidiary] 
	 	 
	By: 	By: 



	149 






SCHEDULE 7: FORM OF COMPLIANCE CERTIFICATE


	To: 	ING Bank N.V. as Facility Agent 
	 	 
	From: 	[Enter Company Name] 
	 	 
	Dated: 	  



	Dear Sirs 
	 
	Tradin EUR 92,500,000 Multicurrency
      Facilities Agreement dated  ♦     September 2012 (the
      "Agreement") 




	1. 	
      We refer to the Agreement. This is a Compliance
      Certificate. Terms defined in the Agreement have the same meaning when
      used in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

	 	 
	2. 	
      We confirm that:

	 	 
	3. 	
      [insert details of financial covenants and whether the
      Company is in compliance with those covenants];

	 	 
	4. 	
      the aggregate gross assets and aggregate turnover of the
      Guarantors (in each case calculated on an unconsolidated basis and
      excluding all intra-group items and investments in Subsidiaries of any
      member of the Group) represents not less than 70 per cent of consolidated
      gross assets and consolidated turnover of the Group and Tradin Organics
      USA LLC which calculation is arrived at as
follows:



[insert basis for calculation of
guarantor cover]; and 

	5. 	
      [no Default is continuing.]*





	Signed: 	..............................................................	 	.............................................................. 
	 	  	 	  
	 	Director 	 	Director 
	 	of 	 	of 
	 	Company 	 	Company 
	 	 	 	 



[insert applicable certification language] 

 

..............................................................
for
and on behalf of 
[name of auditors of the Company] 

NOTES: 

	* 	
      If this statement cannot be made, the certificate should
      identify any Default that is continuing and the steps, if any, being taken
      to remedy it.




	150 






SCHEDULE 8: FORM OF BORROWING BASE CERTIFICATE


	151 






SCHEDULE 9: TIMETABLES 


	  	Loans in euro 	Loans in sterling 	Loans in other 
	  	  	  	currencies 
	  	  	  	  
	Relevant Lender 	- 	- 	U-4 
	confirms to Company 	  	  	  
	if a currency is 	  	  	  
	approved as an 	  	  	  
	Optional Currency in 	  	  	  
	accordance with 	  	  	  
	clause 4.3(b) 	  	  	  
	(Conditions relating to 	  	  	  
	Optional Currencies) 	  	  	  
	  	  	  	  
	Delivery of a duly 	U-2 	U-3 	U-3 
	completed Utilisation 	  	  	  
	Request (clause 5.1 	11.00 am 	9.30 am 	9.30 am 
	(Delivery of a 	  	  	  
	Utilisation Request) 	(Amsterdam time) 	  	  
	  	  	  	  
	Cost of Funds is fixed 	Quotation Day as of 	Quotation Day as of 	Quotation Day as of 
	  	11:00 am London time 	11.00 am 	11.00 am 
	  	in respect of currencies 	  	  
	  	other than euro and as 	  	  
	  	of 11.00 am Brussels 	  	  
	  	time in respect of euro 	  	  




	152 






LETTERS OF CREDIT 


	
	Letters of Credit 


	Delivery of a duly completed Utilisation Request
      
(clause 5.1 (Delivery of a Utilisation Request)) 

	U-1 

Noon (Amsterdam time)
    




	Delivery of a duly completed Renewal Request
      
(Clause 5.6 (Renewal of a Letter of Credit)) 
	U-3 

9.30 am 





"U" = date of utilisation or, in the case of a Letter of
Credit to be renewed in accordance with clause 5.6, the first day of the
proposed term of the renewed Letter of Credit 

"U - X" = Business Days prior to date of utilisation


	153 






SCHEDULE 10: CONDITIONS SUBSEQUENT 

Part 1: List of Existing Warehouse Agreements 

	 	(a) 	
      The Netherlands




	 	(i) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and HD Cotterell B.V. in substantially the form as
      agreed between the Facility Agent and the Company;

	 	 	 
	 	(ii) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and Jonker & Schut B.V. in substantially the form
      as agreed between the Facility Agent and the Company;

	 	 	 
	 	(iii) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and The Juice House B.V. in substantially the form as
      agreed between the Facility Agent and the Company; and

	 	 	 
	 	(iv) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and Tybex Warehousing B.V. in substantially the form as
      agreed between the Facility Agent and the
Company.




	 	(b) 	
      United Kingdom




	 	(i) 	
      Warehouse agreement between the Security Agent, the
      Borrowers and Fanpac Limited Commodity House in substantially the form as
      agreed between the Facility Agent and the
Company.




	 	(c) 	
      United States




	 	(i) 	
      Warehouse agreement between the Security Agent, Tradin
      Organics USA, LLC. and Matson Inc. (and/or any of its Affiliates) in
      substantially the form as agreed between the Facility Agent and the
      Company;

	 	 	 
	 	(ii) 	
      Warehouse agreement between the Security Agent, Tradin
      Organics USA, LLC. and Hall's Warehouse Corp. in substantially the form as
      agreed between the Facility Agent and the Company;

	 	 	 
	 	(iii) 	
      Warehouse agreement between the Security Agent, Tradin
      Organics USA, LLC. and Dreisbach Enterprises in substantially the form as
      agreed between the Facility Agent and the Company; and

	 	 	 
	 	(iv) 	
      Warehouse agreement between the Security Agent, Tradin
      Organics USA, LLC. and Partners Alliance Cold Storage, Inc. in
      substantially the form as agreed between the Facility Agent and the
      Company.



Part 2: List of New Warehousing Agreements 

	 	(a) 	
      The Netherlands




	 	(i) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and J. MÜLLER Aktiengesellschaft in substantially the
      form as agreed between the Facility Agent and the
  Company;




	154 







	 	(ii) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and Diepvries Doetinchem in substantially the form as
      agreed between the Facility Agent and the Company;

	 	 	 
	 	(iii) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and H.M.A. Blonk B.V. in substantially the form as
      agreed between the Facility Agent and the Company; and

	 	 	 
	 	(iv) 	
      Warehouse agreement between the Security Agent, the
      relevant Borrowers and Hiwa Coldstores in substantially the form as agreed
      between the Facility Agent and the Company.




	 	(b) 	
      United States




	 	(i) 	
      Warehouse agreement between the Security Agent, Tradin
      Organics USA, LLC and Pathfinder Dray and Distribution (Portland OR)
      (and/or any of its Affiliates) in substantially the form as agreed between
      the Facility Agent and the Company;

	 	 	 
	 	(ii) 	
      Warehouse agreement between the Security Agent, Trabocca
      B.V. and The Annex (and/or any of its Affiliates) in substantially the
      form as agreed between the Facility Agent and the Company; and

	 	 	 
	 	(iii) 	
      Warehouse agreement between the Security Agent, Trabocca
      B.V. and Continental (and/or any of its Affiliates) in substantially the
      form as agreed between the Facility Agent and the
  Company.



Part 3: German Security Transfer of Title Agreement 

The agreed form security transfer and title agreement
(Sicherungsübereignungsvertrag) between Tradin Organic Agriculture B.V.
and the Security Agent. 

Part 4: Conditions subsequent in respect of the Canadian
Jurisdiction 

	 	(a) 	
      A copy of the following intercompany guarantees to be
      provided by Sunopta Inc. to Tradin Organic Agriculture
  B.V.:




	 	(i) 	
      guaranty by SunOpta Inc. of the payment and performance
      obligations of SunOpta Grains and Foods Inc., a California Corporation;
      and

	 	 	 
	 	(ii) 	
      guaranty by SunOpta Inc. of the payment and performance
      obligations of SunOpta Global Organic Ingredients Inc., a Minnesota
      Corporation



on the terms and conditions
satisfactory to the Facility Agent. 

	 	(b) 	
      Officers certificate containing the following
      documents:




	 	(i) 	
      resolution of the board of directors of Sunopta Inc.
      authorizing the execution and delivery of (i) each parent guaranty of the
      payment and performance obligations of SunOpta Grains and Foods Inc. and
      SunOpta Global Organic Ingredients Inc. and (ii) the letter of comfort to
      be issued by Sunopta Inc.;

	 	 	 
	 	(ii) 	
      certificate of existence issued by Industry Canada
      confirming the corporate existence of SunOpta
Inc.;




	155 







	 	(iii) 	
      obtaining by legal counsel for SunOpta Inc. of the
      articles of amalgamation and articles of amendment of SunOpta Inc. for
      attachment to the Officers Certificate;

	 	 	 
	 	(iv) 	
      obtaining by legal counsel for SunOpta Inc. of the bylaws
      of Sunopta Inc. for attachment to the Officers Certificate;

	 	 	 
	 	(v) 	
      provision by legal counsel for SunOpta Grains and Foods
      Inc. of a certificate of good standing or other document to confirm the
      corporate existence of SunOpta Grains and Foods Inc.;

	 	 	 
	 	(vi) 	
      provision by legal counsel for SunOpta Global Organic
      Ingredients Inc. of a certificate of good standing or other document to
      confirm the corporate existence of SunOpta Global Organic Ingredients
      Inc.




	 	(c) 	
      A legal opinion of legal counsel for Sunopta Inc. as to
      the due authorization, execution and delivery of each parent guaranty and
      letter of comfort described above in 8(a), substantially in the form
      distributed to the Original Lenders prior to signing the
  Agreement.

	 	 	 
	 	(d) 	
      A legal opinion of Davis LLP, legal advisors to the
      Arranger and the Facility Agent as to Canadian law, substantially in the
      form distributed to the Original Lenders prior to signing this
      Agreement.




	SIGNATURES 
	 
	[Intentionally left blank]




	156 







	SIGNATURES 
	 
	THE COMPANY 
	 
	THE ORGANIC CORPORATION B.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	  
	  
	THE ORIGINAL BORROWERS 
	 
	TRADIN ORGANIC AGRICULTURE B.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	SUNOPTA FOODS EUROPE B.V. 
	 
	By: 
	 
	Address: 
	 
	Fax 
	 
	  
	TRADIN ORGANICS USA, LLC 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	  
	 
	TRABOCCA B.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 



	157 







	THE ARRANGERS 
	 
	ING BANK N.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	COOPERATIEVE CENTRALE RAIFFEISSEN-BOERENLEENBANK
      B.A. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	THE FACILITY AGENT 
	 
	ING BANK N.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	Attention: 



	158 







	THE SECURITY AGENT 
	 
	ING BANK N.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	Attention: 
	 
	  
	THE ORIGINAL LENDERS 
	 
	ING BANK N.V. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	COOPERATIEVE CENTRALE RAIFFEISSEN-BOERENLEENBANK
      B.A. 
	 
	By: 
	 
	Address: 
	 
	Fax: 
	 
	  
	DEUTSCHE BANK AG, AMSTERDAM BRANCH 
	 
	By: 
	 
	Address: 
	 
	Fax: 



	159