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
198
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
205
12.18.
Absence of Fiduciary Relationship
205
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Page
12.19.
Electronic Signatures
205
12.20.
Judgment Currency
205
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
207
13.05.
Authorization
208
13.06.
Reliance
208
13.07.
Subordination
209
13.08.
Waiver
209
13.09.
Maximum Liability
209
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
-v-
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
-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 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),