as security trustee
for UK Security Agreements 190191 11.17.
Authorization to Take Action
Regarding Dutch Pledges 193194
SECTION 12
MISCELLANEOUS
194
12.01.
Payment of Expenses, etc 194 12.02.
Right of Setoff 195 12.03.
Notices
195 12.04.
Benefit of Agreement; Assignments; Participations, etc 196 12.05.
No Waiver; Remedies Cumulative 198 12.06.
[Reserved] 198 12.07.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL 198
12.08.
Counterparts 198199 12.09.
Headings Descriptive 199 12.10.
Amendment or Waiver; etc 199 12.11.
Survival 202 12.12.
Domicile of Loans
202 12.13.
Release of Collateral or Guarantors 202 12.14.
Confidentiality
203 12.15.
USA Patriot Act Notice 204 12.16.
Waiver of Sovereign Immunity
204 12.17.
Canadian Anti-Money Laundering Legislation 204205 12.18.
Absence of Fiduciary Relationship 205 12.19.
Electronic Signatures 205
-iv-
Page
12.20.
Judgment Currency 205206 12.21.
Dutch Credit Party
Representation 206 12.22.
Acknowledgement and Consent to Bail-In of EEA
Financial Institutions 206
SECTION 13 CREDIT PARTY GUARANTEE 206
13.01.
The Guarantee 206 13.02.
Bankruptcy 207 13.03.
Nature of
Liability 207 13.04.
Independent Obligation 207208 13.05.
Authorization
208 13.06.
Reliance 208209 13.07.
Subordination 209 13.08.
Waiver 209
13.09.
Maximum Liability 209210 13.10.
Payments 210 13.11.
[Reserved]
210 13.12.
Information 210 13.13.
Severability 210 13.14.
Canadian
Severability 210
SCHEDULE 1.01A Unrestricted Subsidiaries SCHEDULE 1.01B Existing Letters of
Credit SCHEDULE 1.01C Immaterial Subsidiaries SCHEDULE 1.01D Canadian and U.S.
Fixed Asset Amount Depreciation Schedule SCHEDULE 2.01 Commitments SCHEDULE 5.15
Closing Date Mortgaged Property SCHEDULE 7.13 Subsidiaries SCHEDULE 8.15(d)
Deposit Accounts SCHEDULE 9.01(viii) Existing Liens SCHEDULE 9.02(xx)
Disposition of Specified Assets SCHEDULE 9.04(iv) Existing Indebtedness SCHEDULE
9.05(viii) Existing Investments SCHEDULE 12.03 Notices
EXHIBIT A-1 Form of Notice of Borrowing EXHIBIT A-2 Form of Notice of
Conversion/Continuation EXHIBIT B-1 Form of U.S. Revolving Note EXHIBIT B-2 Form
of Canadian Revolving Note EXHIBIT B-3 Form of Dutch Revolving Note EXHIBIT B-4
Form of U.S. Swingline Note EXHIBIT B-5 Form of Canadian Swingline Note EXHIBIT
B-6 Form of Dutch Swingline Note EXHIBIT C Form of U.S. Tax Compliance
Certificate EXHIBIT D Form of Borrowing Base Certificate EXHIBIT E Form of
Joinder Agreement EXHIBIT F Form of Solvency Certificate EXHIBIT G Form of
Compliance Certificate EXHIBIT H Form of Assignment and Assumption Agreement
-v-
EXHIBIT I Form of Assignment Notice EXHIBIT J Form of Borrower Designation
Request and Assumption Agreement EXHIBIT K Form of Borrower Designation Notice
EXHIBIT L Form of Subordinated Intercompany Note
-vi-
THIS CREDIT AGREEMENT, dated as of February 11, 2016, among SUNOPTA INC. (the
"Company" or "Canadian Parent Borrower"; as hereinafter further defined),
SUNOPTA FOODS, INC. (the "U.S. Parent Borrower"; as hereinafter further
defined), THE ORGANIC CORPORATION B.V. (the "Dutch Parent Borrower"; as
hereinafter further defined) and each of the other Borrowers (as hereinafter
defined) and Guarantors (as hereinafter defined) party hereto from time to time,
the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as
Administrative Agent under the U.S. Subfacility (in such capacity, the "U.S.
Administrative Agent"; as hereinafter further defined), and as a U.S. Issuing
Bank and the U.S. Swingline Lender, BANK