Party Representation
214 12.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions
214 12.23. Certain Erisa Matters. 214
SECTION 13 CREDIT PARTY GUARANTEE 215
13.01. The Guarantee 215 13.02. Bankruptcy 216 13.03. Nature of Liability
216 13.04. Independent Obligation 217 13.05. Authorization 217 13.06. Reliance
218 13.07. Subordination 218 13.08. Waiver 218 13.09. Maximum Liability 219
13.10. Payments 219 13.11. [Reserved] 219 13.12. Information 219
13.13. Severability 219 13.14. Canadian Severability 219
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 Restatement 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. Tranche A 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 B-7
Form of U.S. Tranche B Revolving 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
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EXHIBIT G Form of Compliance Certificate
EXHIBIT H
Form of Assignment and
Assumption Agreement
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
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THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 28, 2020, 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. Subfacilities (as hereinafter defined)
(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 OF
AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), as
Administrative Agent under
the Canadian Subfacility (in such capacity, the "Canadian Administrative Agent";
as hereinafter further defined), and as a Canadian Issuing Bank and the Canadian
Swingline Lender, BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH), as
Administrative Agent under the Dutch Subfacility (in such capacity, the "Dutch
Administrative Agent"; as hereinafter further defined), and as a Dutch Issuing
Bank and the Dutch Swingline Lender, and BANK OF AMERICA, N.A, as Collateral
Agent (in such capacity, the "Collateral Agent"; as hereinafter further
defined).
All capitalized terms used herein and defined in Section 1.01 are
used herein as therein defined.
W I T N