Amendment and Restatement Agreement, dated October 14, 2014, relating to a EUR 92,500,000 Multipurpose Facilities Agreement, originally dated September 25, 2012, among The Organic Corporation B.V., Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V., Tradin Organics USA Inc. and Trabocca B.V., as Borrowers, and ING Bank N.V., Cooperative Centrale Raiffeissen- Boerenleenbank B.A and Deutsche Bank AG, Amsterdam Branch, as Lenders

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

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");

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

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

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).

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.

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

Parties accordingly agree as follows.

DEFINITIONS AND INTERPRETATION

Definitions

Incorporation of defined terms

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

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

Clauses

Designation

REPRESENTATIONS

the date of this Agreement; and

the Effective Date,

RESTATEMENT AND WAIVERS

CONTINUITY AND FURTHER ASSURANCE

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.

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).

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).

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.

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.

MISCELLANEOUS

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.

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.

GOVERNING LAW

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

Dutch Obligors

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.

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

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

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

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

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.

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.

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.

Legal Opinion

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.

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.

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.

Security Document

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.

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.

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

Other documents and evidence

This Agreement duly executed by all parties to this Agreement.

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.

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.

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.

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.

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.

Signed Fee Letters between the relevant Original Lenders and the relevant Original Guarantors.

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

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

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

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.

USA Documents

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.

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

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

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

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

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.

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.

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.

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

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");

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

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

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement:

"Acceptable Bank" means:

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

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

the Base Currency Amount of:

its participation in any outstanding Loans or Letters of Credit;

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

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

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

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

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

(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;

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

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;

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));

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

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;

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

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

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:

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;

(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

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

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

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.;

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

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

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.;

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);

which has otherwise rescinded or repudiated a Finance Document; or

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

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

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

administrative or technical error; or

a Disruption Event; and

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

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

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:

from performing its payment obligations under the Finance Documents; or

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

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;

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;

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;

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;

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;

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

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

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);

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

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;

the applicable Screen Rate; or

(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

if:

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

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

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

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

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

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

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

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

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

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

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

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

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;

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;

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

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,

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

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

moneys borrowed;

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

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

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;

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

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;

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);

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

(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;

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

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

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;

the Facility Agent otherwise rescinds or repudiates a Finance Document;

(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

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

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,

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

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;

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

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;

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:

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

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

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

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);

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;

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

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

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;

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

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;

any Original Lender; and

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

the applicable Screen Rate; or

(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

if:

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

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

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

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

(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;

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

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.

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

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

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

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

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

the Finance Documents; and

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

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;

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

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

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

the jurisdiction of incorporation;

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

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

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

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

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

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.

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

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

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

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

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

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

Construction

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

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;

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

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

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;

"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;

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);

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;

"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);

"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.

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

a time of day is a reference to Amsterdam time.

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

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.

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:

the account is with the relevant Lender;

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

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.

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

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

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

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

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

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

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

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

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

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.

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

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

Dutch terms

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

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

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

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

declared bankrupt (failliet verklaard);

dissolved (ontbonden);

a moratorium includes surseance van betaling;

a trustee in bankruptcy includes a curator;

an administrator includes a bewindvoerder;

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

an attachment includes a beslag.

Currency Symbols and Definitions

THE FACILITIES

The Facilities

Subject to the terms of this Agreement

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");

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");

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;

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).

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).

Finance Parties' rights and obligations

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.

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.

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

Obligors' Agent

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:

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

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

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.

PURPOSE

Purpose

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

Monitoring

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.

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

CONDITIONS OF UTILISATION

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.

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:

the Lenders shall be satisfied that no Default has occurred;

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

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

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.

Conditions relating to Optional Currencies

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

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

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.

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:

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

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

UTILISATION - FACILITY 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.

Completion of a Utilisation Request

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

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;

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

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

in relation to a Letter of Credit:

the form of Letter of Credit is attached;

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);

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);

the delivery instructions for the Letter of Credit are specified;

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

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.

Only one Utilisation may be requested in each Utilisation Request.

Currency and amount

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

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

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

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

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

the Available Participation for the relevant Facility 1 Lender; and

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.

Rolled In Instruments

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

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

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

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.

Renewal of a Letter of Credit

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.

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.

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:

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

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.

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.

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.

Overdraft Facilities and the Guarantee Facility

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

an Overdraft Facility; and/or

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).

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:

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

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

the proposed commencement date of the Sub-Facility;

the proposed Facility 1 Lender of that Sub-Facility;

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

the proposed currency of the Sub-Facility; and

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

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.

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.

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

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

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.

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

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.

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.

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).

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.

Adjustment for Sub-Facilities upon acceleration

In this clause 5.9:

"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

"Total Facility 1 Outstandings" means the aggregate of all Facility 1 Outstandings.

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).

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.

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.

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.

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.

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.

UTILISATION - FACILITY 2

Availability of Facility 2

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

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:

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

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

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

the proposed Facility 2 Lender;

the proposed maximum amount of the Pre-settlement Facility; and

the proposed currency of the Pre-settlement Facility;

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

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

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.

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.

Terms of Pre-settlement Facilities

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

However, those terms:

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

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

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

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

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).

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.

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

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.

Adjustment for Pre-settlement Facilities upon acceleration

In this clause 6.4:

"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).

"Total Facility 2 Outstandings" means the aggregate of all Facility 2 Outstandings.

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).

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.

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.

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.

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.

UTILISATION - FACILITY 3

Availability of Facility 3

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

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:

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

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

the proposed commencement date and expiry date of the Commodity Hedging Facility;

the proposed Facility 3 Lender;

the proposed maximum amount of the Commodity Hedging Facility; and

the proposed currency of the Commodity Hedging Facility;

a copy of the proposed Commodity Hedging Facility Document; and

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

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.

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.

Terms of Commodity Hedging Facilities

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

However, those terms:

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

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

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

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

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).

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.

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

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.

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.

Adjustment for Commodity Hedging Facilities upon acceleration

In this clause 7.4:

"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).

"Total Facility 3 Outstandings" means the aggregate of all Facility 3 Outstandings.

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).

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.

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.

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.

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.

LETTERS OF CREDIT

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.

Fees payable in respect of Letters of Credit

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.

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.

Claims under a Letter of Credit

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").

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.

Each Borrower acknowledges that an Issuing Lender:

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

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.

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

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

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

Indemnities

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.

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:

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

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

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;

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;

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;

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

any insolvency or similar proceedings.

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.

BORROWING BASE

Definitions

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

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

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);

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

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

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

approved by the Security Agent; or

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,

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

to which a Borrower has full unencumbered title;

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

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

a binding contract for sale has been entered into; or

the price has been hedged.

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

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

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;

is not an Intercompany Loan or Intercompany Business Trading Receivable;

is not provisioned;

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

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

such letter of credit is:

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

payable at a Lender's counters;

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

Calculation of the Borrowing Base

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;

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;

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

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;

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

the lesser of:

EUR 4,500,000; and

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

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

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

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

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

the lesser of:

EUR 1,500,000; and

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

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

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:

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

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

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

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

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:

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

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

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.

REPAYMENT

Repayment of Loans

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

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:

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

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

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

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

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

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

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

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.

Repayment on breach of Borrowing Base

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

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

Repayment of Overdraft Outstandings

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

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.

Repayment of Pre-settlement Facility Outstandings

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.

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

Repayment of Commodity Hedging Facility Outstandings

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.

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

PREPAYMENT AND CANCELLATION

Change of control

Upon the occurrence of:

a Change of Control; or

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

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.

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.

Restrictions

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.

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.

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.

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.

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

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.

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.

INTEREST

Calculation of interest on Loans

Loan Margin;

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

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

Cost of Funds.

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:

the Overdraft Margin;

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

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

Cost of Funds.

Payment of interest

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).

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.

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.

Default interest

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.

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.

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:

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

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.

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.

Notification of rates of interest

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

Rabobank shall inform the Company of the Premium monthly.

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

INTEREST PERIODS

Selection of Interest Periods

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.

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.

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.

A Loan has one Interest Period only.

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).

Break Costs

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.

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.

FEES

Arrangement fee

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

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.

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.

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.

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.

TAX GROSS UP AND INDEMNITIES

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.

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:

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;

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

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

US tax

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:

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.

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.

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.

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.

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.

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.

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.

Value added tax

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).

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.

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.

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.

FATCA Information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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;

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.

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.

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:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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.

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:

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

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

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

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

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

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.

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.

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.

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.

FATCA Deduction

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.

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.

INCREASED COSTS

Increased costs

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:

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

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

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.

In this Agreement:

"Increased Costs" means:

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

an additional or increased cost; or

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

"Basel III" means:

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;