Commitment Letter dated July 30, 2015, among SunOpta Inc., SunOpta Foods Inc., Bank of Montreal and BMO Capital Corp

Commitments

Titles and Roles

Syndication and Approach to Market

Information

Fees

Conditions

Expenses and Indemnity

(a)

to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket expenses, due diligence expenses, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of Paul Hastings LLP and Goodmans LLP, US and Canadian counsel, respectively, to the Commitment Parties, and, if necessary and consented to by you, of local counsel to the Commitment Parties in each appropriate jurisdiction, in each case incurred in connection with the Bridge Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation and any security arrangements in connection therewith; provided that, in the event that the Transactions are not consummated or the Closing Date does not occur, your reimbursement obligations for expenses of BMO and BMOCM are governed by that certain letter agreement dated June 23, 2015 between you and BMO and BMOCM (the “Expense Letter”). The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect, and

(b)

to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, controlling persons, members, advisors and other representatives and the successors and permitted assigns of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable, documented and invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with, any claim, litigation, investigation or proceeding (including any inquiry or investigation), actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”) in connection with this Commitment Letter, the Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Bridge Facilities or any use of the proceeds thereof, regardless of whether any such Indemnified Person is a party thereto and whether or not such Proceeding is brought by you, your equityholders, your affiliates, creditors or any other third person, and to reimburse each such Indemnified Person within 30 days of any written demand for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing of one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, solely in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to any loss, claim, damage, liability, cost or expense to the extent it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing, (ii) a material breach of the obligations under this Commitment Letter, the Fee Letter or the Facilities Documentation of such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing, (iii) in the case of a Proceeding initiated by you or one of your subsidiaries against the relevant Indemnified Person, a breach of the obligations under this Commitment Letter or the Term Sheets, the Fee Letter or the Facilities Documentation by such Indemnified Person or any of such Indemnified Person’s affiliates or of any of its or their respective officers, directors, partners, members, employees, agents, advisors or other representatives or successors and assigns of any of the foregoing or (iv) any Proceeding that does not arise from any act or omission by you or any of your affiliates and that is brought by any Indemnified Person against any other Indemnified Person; provided that the Bridge Administrative Agent, the Lead Arranger and the Bookrunner to the extent fulfilling their respective roles as an agent or arranger under the Bridge Facilities and in their capacities as such, shall remain indemnified in respect of such Proceedings to the extent that none of the exceptions set forth in any of clauses (i), (ii) and (iii) of the immediately preceding proviso applies to such person at such time.

Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities

Confidentiality

Miscellaneous

(a)

Purchaser will consummate the Acquisition pursuant to that certain Purchase and Sale Agreement, dated as of July 30, 2015 (together with all exhibits, annexes, schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”), by and among the Sellers, Shine Seller Rep, LLC (the “Sellers’ Representative”) and the Purchaser, the Sellers will sell all of the equity interest in the Target to Purchaser and the Sellers will receive cash in exchange for their equity interests in the Target (the “Acquisition Consideration”).

(b)

the Opco Borrower will enter into a consent and waiver (the “Existing North American Credit Facility Amendment”) to its seventh amended and restated revolving credit agreement dated July 27, 2012 (as amended, the “Existing North American Credit Facility” and, together with the Organic Corporation B.V.’s amended and restated multipurpose facilities agreement dated September 25, 2012 (as amended, the “Existing European Credit Facility”), the “Existing Credit Facilities”) to cause the Transactions to be permitted (together with any other amendments that are requested by the Opco Borrower).

(c)

The Holdco Borrower or an affiliate thereof will, at its option, either (i) issue and sell its common capital stock in US dollars only (the “Equity Securities”) in a public registered offering and/or a private placement in the US on or before the Closing Date (it being understood that a portion of the offering of Equity Securities may also be placed in Canada on a private basis only) yielding $140.0 million (the “Stock/Holdco Bridge Amount”) in gross cash proceeds and/or (ii) to the extent that Equity Securities (and/or other equity or equity-linked securities) yielding gross proceeds of less than the Stock/Holdco Bridge Amount are issued on or before the Closing Date, issue and sell unsecured, subordinated PIK-toggle notes (the “Holdco PIK Notes”) in a private placement offering in the US under Rule 144A or other private placement (it being understood that a portion of the offering of the Holdco PIK Notes may also be placed in Canada on a private basis only) yielding gross proceeds in US dollars that, when added to the gross proceeds received from the issuance of Equity Securities under clause (c)(i) above does not exceed the Stock/Holdco Bridge Amount and/or (iii) to the extent that Equity Securities (and/or other equity linked securities) and Holdco PIK Notes collectively yielding gross cash proceeds of less than the Stock/Holdco Bridge Amount are issued on or before the Closing Date under clauses (c)(i) or (c)(ii), obtain increasing rate bridge loans under the credit facility described in Exhibit B to the Commitment letter (the “Holdco Bridge Facility”) in an aggregate principal amount that, when added to the amount of gross proceeds raised from the issuance of such Equity Securities (and/or other equity or equity-linked securities) and Holdco PIK Notes is equal to the Stock/Holdco Bridge Amount; provided that, to the extent that (i) the gross proceeds from the issuance of Equity Securities (and/or other equity or equity-linked securities) and/or Holdco PIK Notes equals or exceeds $100.0 million but is less than the Stock/Holdco Bridge Amount (the “Holdco Deficiency”), the amount of the Holdco Deficiency shall not be funded through the issuance or sale of Holdco PIK Notes and/or borrowings under the Holdco Bridge Facility, but shall be added to the Bond/Opco Bridge Amount and (ii) the Holdco PIK Notes are required to be issued on or prior to the Closing Date with any original issue discount (“OID”) or upfront fees, at the Holdco Borrower’s election, the Stock/Holdco Bridge Amount shall be increased by an amount sufficient to fund any such OID or upfront fees (which amounts shall be automatically added to the Commitment Parties’ commitments under the Commitment Letter).

(d)

The Opco Borrower will (i) issue and sell second lien secured notes (the “Opco Notes” and, together with the Holdco PIK Notes, the “Notes”) in a private placement offering in the US under Rule 144A or other private placement (it being understood that a portion of the offering of the Notes may also be placed in Canada on a private basis only) yielding $290.0 million (the “Bond/Opco Bridge Amount”) in gross cash proceeds and/or (ii) to the extent that Opco Notes yielding gross proceeds of less than the Bond/Opco Bridge Amount are issued on or before the Closing Date, obtain second lien secured increasing rate bridge loans under the senior second lien secured credit facility described in Exhibit B to the Commitment letter (the “Opco Bridge Facility” and, together with the Holdco Bridge Facility, the “Bridge Facilities”), in an aggregate principal amount that, when added to the amount of gross proceeds raised from the issuance of the Opco Notes is equal to the Bond/Opco Bridge Amount; provided that, to the extent that there is any Holdco Deficiency, the amount of the Holdco Deficiency shall be added to the Bond/Opco Bridge Amount and funded through the issuance and sale of additional Opco Notes and/or additional borrowings under the Opco Bridge Facility and (ii) the Opco Notes are required to be issued on or prior to the Closing Date with any OID or upfront fees, at the Opco Borrower’s election, the Bond/Opco Bridge Amount shall be increased by an amount sufficient to fund any such OID or upfront fees (which amounts shall be automatically added to the Commitment Parties’ commitments under the Commitment Letter).

(e)

Immediately after giving effect to the Acquisition, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts, other than (i) contingent obligations not then due and payable and that by their terms survive the termination of the Target Credit Facility (as defined below) and (ii) certain existing letters of credit outstanding under the Target Credit Facility that on the Closing Date will be grandfathered into, or backstopped by, the Existing Credit Facilities or cash collateralized in a manner satisfactory to the issuing banks thereof, under that certain Credit Agreement, dated as of March 19, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Target Credit Facility”), by and among Sunrise Growers, Inc., Farm Capital Incorporated and Pacific Ridge Farms, LLC, as borrowers, Sunrise Holdings (Delaware), Inc., as a guarantor, certain financial institutions, as lenders, and Bank of Montreal, as administrative agent, will be repaid in full in connection with the other Transactions and all commitments to extend credit under the Target Credit Facility will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (the “Refinancing”).

(f)

The proceeds of (i) borrowings of up to $50.0 million under the Existing North American Credit Facility plus, at either Borrowers’ election, an additional $20.0 million to fund incremental peak working capital fluctuations of the Target and its subsidiaries plus, at either Borrowers’ election, an amount sufficient to fund any OID or upfront fees required to be funded in connection with the issuance of any Holdco PIK Notes or the Opco Notes (or any Takeout Securities issued in lieu of either thereof), (ii) the Holdco Bridge Facility, the Holdco PIK Notes and/or the Equity Securities (or any Takeout Securities issued in lieu of the Holdco PIK Notes), (iii) the Opco Bridge Facility and/or the Opco Notes (or any Takeout Securities issued in lieu of the Opco Notes) and (iv) available cash on hand, if any, of the Holdco Borrower and its subsidiaries and the Target and its subsidiaries on the Closing Date will be applied to pay (A) the Acquisition Consideration, (B) the fees, costs and expenses incurred in connection with the Transactions (such fees, costs and expenses, the “Transaction Costs”) and (C) for the Refinancing (the amounts set forth in clauses (A) through (C) above, collectively, the “Acquisition Costs”).

Borrower:

SunOpta Inc

Transaction:

As set forth in Exhibit A to the Commitment Letter.

Bridge Administrative Agent:

BMO will act as sole and exclusive administrative agent for the Bridge Facility (in such capacity, the “Holdco Bridge Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors determined in consultation with, and reasonably acceptable to, the Borrower (together with the Initial Lenders, the “Holdco Bridge Lenders”), and will perform the duties customarily associated with such role.

Bridge Lead Arranger and Bridge Bookrunner:

BMOCM will act as the lead arranger for the Holdco Bridge Facility and lead bookrunner for the Holdco Bridge Facility, and will perform the duties customarily associated with such roles.

Bridge Loans:

The Holdco Bridge Lenders will make increasing rate bridge loans (the “Holdco Bridge Loans”) to the Holdco Borrower, available in a single borrowing on the Closing Date, in an aggregate principal amount as described in paragraph (c) of Exhibit A (the “Holdco Bridge Facility”).

Currency

US dollars only.

Purpose:

The proceeds of the Holdco Bridge Facility will be used by the Holdco Borrower on the Closing Date, together with the proceeds of the borrowings under the Existing North American Credit Facility, proceeds from the issuance of the Equity Securities (if any) , proceeds from the issuance of the Holdco PIK Notes (if any) (or any Takeout Securities issued in lieu of the Holdco PIK Notes), the proceeds of the Opco Bridge Facility, the proceeds from the issuance of the Opco Notes (if any) (or any “demand securities” issued in lieu of the Opco Notes) and available cash on hand, if any, at the Holdco Borrower and the Opco Borrower, the Target and their respective subsidiaries, solely to pay Acquisition Costs.

Ranking:

The Holdco Bridge Facility will constitute unsecured senior subordinated indebtedness of the Holdco Borrower, subordinated in right of payment on such terms only to the obligations of the Holdco Borrower under any indebtedness of the Opco Borrower and its subsidiaries for which the Holdco Borrower is also obligated (whether directly or by guarantee), including the Existing North American Credit Facility and the Opco Bridge Facility and/or the Opco Notes, and will contain payment subordination provisions customary for recently issued high yield unsecured senior subordinated debt securities. The Holdco Bridge Facility will otherwise rank equal in right of payment with all other existing and future senior indebtedness of the Holdco Borrower and senior to all existing and future subordinated indebtedness of the Holdco Borrower that expressly provides for its subordination to the Holdco Bridge Facility. Any indebtedness of Unrestricted Subsidiaries (as defined below) shall be non-recourse to the Holdco Borrower.

Guarantees:

None.

Security:

None.

PIK Toggle:

Interest on any Holdco Bridge Loans will be payable in full in cash by the Holdco Borrower in the case of the first two interest payments that apply to full quarterly interest periods after the Closing Date. Thereafter, with respect to each interest period prior to the final maturity, acceleration or full redemption of the Holdco Bridge Loans, at any time that there is a Distributable Cash Amount (to be defined in the Holdco Bridge Facilities Documentation (as defined below) as the sum of (x) unrestricted cash held by the Holdco Borrower and (y) the amount of unrestricted cash held by the Opco Borrower or its domestic subsidiaries that is permitted to be distributed to the Holdco Borrower under any operative financing facilities or agreements of the Opco Borrower and applicable law, in the case of each of the preceding clauses (x) and (y) calculated as of the date that is 15 days prior to the beginning of the applicable interest period, and subject to thresholds and exceptions to be mutually agreed), the Holdco Borrower shall first apply the Distributable Cash Amount as a cash payment in respect of the outstanding interest payments (a “Cash Payment”) and second make the remaining interest payment (if any) by adding such interest to the principal amount (a “PIK Payment”). Notwithstanding anything to the contrary herein, with respect to each interest period for which the Holdco Borrower has made a PIK Payment, interest shall be payable (as to the portion of the interest subject to such PIK Payment only) at the applicable rate for such interest period as set forth below plus 75 basis points (such 75 basis point increase, the “PIK Margin Increase”).

Interest Payments:

Interest on the Holdco Bridge Facility will be payable quarterly in arrears.

Default Rate:

Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.

Maturity:

All Holdco Bridge Loans will have an initial maturity date that is the one year anniversary of the Closing Date (the “Holdco Bridge Loan Maturity Date”), which shall automatically be extended as provided below. If any of the Holdco Bridge Loans have not been previously repaid in full on or prior to the Holdco Bridge Loan Maturity Date, so long as no bankruptcy event of default has occurred and is continuing as of such date, such Holdco Bridge Loans shall automatically be extended into and become senior unsecured term loans (each, a “Holdco Extended Term Loan”) due on the date that is seven years and six months after the Closing Date and having the terms set forth in Annex II to this Exhibit B. The date on which Holdco Bridge Loans become Holdco Extended Term Loans is referred to as the “Holdco Extension Date”.

At any time on or after the Holdco Extension Date, from time to time at the option of the Holdco Bridge Lenders, but no more than a number of times to be mutually agreed upon in any calendar quarter, indebtedness under the Holdco Extended Term Loans may be exchanged (in whole or in part) for exchange notes (the “Holdco Exchange Notes”) having an equal principal amount to the indebtedness so exchanged and having the terms set forth in Annex III to this Exhibit B; provided that the Holdco Borrower may defer each issuance of a series of Holdco Exchange Notes until such time as the Holdco Borrower shall have received requests to issue an aggregate of at least $40,000,000 in aggregate principal amount of Holdco Exchange Notes (or less, if used to exchange the entire outstanding amount of the Holdco Extended Term Loans for Holdco Exchange Notes).

The Holdco Extended Term Loans will be governed by the provisions of the Holdco Bridge Facility Documentation and will have the same terms as the Holdco Bridge Facility except as expressly set forth in Annex II to this Exhibit B. The Holdco Extended Term Loans will not be considered to constitute new indebtedness of the Holdco Borrower but will evidence the same indebtedness as was evidenced by the Holdco Bridge Loans, which indebtedness will continue with full force and effect in the form of Holdco Extended Term Loans. The Holdco Exchange Notes will be issued pursuant to an indenture that will have the terms set forth in Annex III to this Exhibit B.

The Holdco Bridge Facility, the Holdco Extended Term Loans and the Holdco Exchange Notes shall rank equal in right of payment for all purposes.

Mandatory Prepayment:

The Holdco Borrower will be required to prepay the Holdco Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (a) the net cash proceeds from the issuance of the Equity Securities, (b) the net cash proceeds from the Holdco PIK Notes and any other debt issuances by the Holdco Borrower (but not by the Opco Borrower or any of its subsidiaries); provided that, in the event any Holdco Bridge Lender or affiliate of a Holdco Bridge Lender purchases debt securities from the Holdco Borrower pursuant to a permitted securities demand at an issue price that is above the level at which such Holdco Bridge Lender or affiliate has reasonably determined such debt securities can be resold by such Holdco Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Holdco Borrower thereof), the net cash proceeds received by the Holdco Borrower in respect of such debt securities may, at the option of such Holdco Bridge Lender or affiliate, be applied first to prepay the Holdco Bridge Loans of such Holdco Bridge Lender or affiliate (provided that if there is more than one such Holdco Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Holdco Bridge Loans of all such Holdco Bridge Lenders or affiliates in proportion to such Holdco Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Holdco Borrower) prior to being applied to prepay the Holdco Bridge Loans held by other Holdco Bridge Lenders, and (c) the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Holdco Borrower or any of its restricted subsidiaries in excess of amounts required to be paid to lenders under the Existing Credit Facilities, the Opco Bridge Facility, the Opco Notes and/or any documentation governing any indebtedness of any restricted subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) (except in the case of any sale of the capital stock and assets of Opta Minerals Inc. (“Opta Minerals”), any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the proceeds of which will be applied to the Holdco Bridge Loans before application to the Opco Bridge Facility and the Opco Notes), in the case of any such prepayments pursuant to the foregoing clause (c) above, with exceptions, baskets and reinvestment provisions usual and customary for financings of this type to be set forth in the Holdco Bridge Facility Documentation and subject to the Documentation Principles, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of the sale of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

The Holdco Borrower will also be required to offer to prepay the Holdco Bridge Loans following the occurrence of a change of control (to be defined in the Holdco Bridge Facility Documentation and subject to the Documentation Principles) at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repayment.

These mandatory prepayment provisions will not apply to the Holdco Extended Term Loans.

Optional Prepayment:

The Holdco Bridge Facility may be prepaid, in whole or in part, without penalty or premium, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Holdco Borrower at any time; provided that, upon the occurrence of a Holdco Demand Failure Event, except as otherwise limited by the provisions set forth in section of the Fee Letter entitled “Holdco Securities Demand”, the outstanding Holdco Bridge Loans will automatically and immediately be subject to the call protection provisions applicable to the Holdco Exchange Notes.

Right to Resell Bridge Facility:

Each Holdco Bridge Lender shall have the absolute and unconditional right to resell or assign the Holdco Bridge Loans held by it in compliance with applicable law to any third party at any time, with the consent of the Holdco Borrower (not to be unreasonably withheld, conditioned or delayed) and with notice to the Holdco Bridge Administrative Agent; provided that the Holdco Borrower’s consent shall not be required (i) at any time after the Holdco Bridge Loan Maturity Date, (ii) after the occurrence and during the continuance of a Holdco Demand Failure Event or payment or bankruptcy event of default or (iii) to the extent that the Initial Lenders would continue to hold a majority in aggregate principal amount of the Holdco Bridge Loans after giving effect to such sale or assignment. The Holdco Bridge Lenders will be permitted to sell participations in their Holdco Bridge Loans without restriction in accordance with applicable law and consistent with the Documentation Principles.

Conditions to Borrowing:

The availability of the borrowing under the Holdco Bridge Facility on the Closing Date shall be subject solely to the applicable conditions set forth in Exhibit D of the Commitment Letter.

Bridge Facility Documentation:

The definitive documentation for the Holdco Bridge Facility (the “Holdco Bridge Facility Documentation”) shall be in form customary for financings of this nature and consistent with the Documentation Principles.

Representations and Warranties:

The Holdco Bridge Facility Documentation will contain customary representations and warranties for financings of this nature and consistent with the Documentation Principles.

Covenants:

The Holdco Bridge Facility Documentation will contain such affirmative and negative covenants applicable to the Holdco Borrower and the restricted subsidiaries as are usual and customary for financings of this nature and consistent with the Documentation Principles; it being understood and agreed that the covenants of the Holdco Bridge Loans (and the Holdco Extended Term Loans and the Holdco Exchange Notes) will be incurrence-based covenants customary for Rule 144A “for life” holdco high yield transactions, otherwise consistent with the Documentation Principles and reflecting the provisions of Annex I to Exhibit B. Prior to the Holdco Bridge Loan Maturity Date, the debt and lien incurrence and restricted payment covenants of the Holdco Bridge Loans will be more restrictive than those of the Holdco Extended Term Loans and the Holdco Exchange Notes, as reasonably agreed by the Lead Arranger and the Borrower.

Unrestricted Subsidiaries:

Opta Minerals plus other “Unrestricted Subsidiaries” (to be defined in a manner consistent with similar holdco high yield transactions and otherwise consistent with the Documentation Principles) are herein referred to as “Unrestricted Subsidiaries”. For the avoidance of doubt, all subsidiaries of the Holdco Borrower that are not Unrestricted Subsidiaries are “restricted subsidiaries.”

Events of Default:

The Holdco Bridge Facility Documentation will contain customary Events of Default for a financing of this type and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit B, limited to: (subject to materiality thresholds, baskets, grace periods and other exceptions and qualifications to be agreed upon): nonpayment of principal, interest or other amounts; violation of covenants; inaccuracy of representations and warranties in any material respect; cross payment default; cross acceleration to material indebtedness; bankruptcy or insolvency of the Holdco Borrower or its material restricted subsidiaries; material monetary judgments.

Voting:

Amendments and waivers of the Holdco Bridge Facility Documentation will require the approval of Holdco Bridge Lenders holding more than 50% of the aggregate principal amount of the Holdco Bridge Facility, except that the consent of each Holdco Bridge Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute a reduction in principal), interest (other than a waiver of default interest) or fees payable to such Holdco Bridge Lender, (b) extensions of the final maturity of the Holdco Bridge Facility (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension of the final maturity date) of such Holdco Bridge Lender or the due date of any interest or fee payment and (c) changes in voting percentages.

Replacement of Lenders

The Holdco Bridge Facility Documentation shall contain customary provisions for replacing (a) defaulting lenders, (b) Lenders asserting a claim for any funding protection whether for increased costs, taxes, required indemnity payments or otherwise and (c) non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders under the Holdco Bridge Facility or of all Lenders directly affected thereby so long as the consent of Lenders holding at least 50.1% of the aggregate amount of loans and commitments under the Holdco Bridge Facility, or of the Lenders affected thereby, has been obtained.

Cost and Yield Protection:

Customary for facilities of this type and consistent with the Documentation Principles.

Expenses and Indemnification:

Customary for facilities of this type and consistent with the Documentation Principles.

Governing Law and Forum:

New York

US Counsel to the Bridge Administrative Agent:

Paul Hastings LLP

Canadian Counsel to the Bridge Administrative Agent:

Goodmans LLP

Customary covenant, but regulating restricted payments by the Holdco Borrower and its restricted subsidiaries and consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus the additional exceptions described below.

o

For so long as any Holdco Facilities are outstanding, the Opco Facilities will treat any cash payment of principal or interest on the Holdco Facilities as a “Restricted Payment” by the Holdco Borrower, with exceptions from this particular limitation to include (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) repayments or redemptions of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Holdco Borrower and (iii) the exception described in the bullet below.

o

In addition, the Opco Facilities will permit the repayment or redemption of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Holdco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Holdco Facilities being refinanced (taking into account any accrual of PIK interest to the date of refinancing, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the guarantee of Holdco under the Opco Facilities and is unsecured, (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Holdco Facilities being refinanced and at least 91 days later than the stated maturity of the Opco Facilities and a weighted average life to maturity equal to or greater than the Holdco Facilities being refinanced, (4) includes limitations on cash interest (or dividend) payments no more favorable to the debtholders (or preferred stockholders) than those of the Holdco Facilities being refinanced and (5) bears interest (or accrues dividends) at a rate no greater than the interest rate applicable to the Holdco Facilities being refinanced.

•

For so long as any Holdco Facilities are outstanding, the Opco Facilities shall contain an additional covenant regulating certain restricted payments by the Opco Borrower, consisting of a customary 50% of Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, including (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) an exception for excess asset sale proceeds that the Holdco Borrower may be required to apply to the Existing Credit Facilities or the Holdco Facilities (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility, and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities), (iii) an exception for customary expenses at the Holdco Borrower, (iv) repayments or redemptions of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Opco Borrower and (v) repayment or redemption of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Opco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Opco Facilities being refinanced, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the Existing North American Credit Facility and (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Opco Facilities being refinanced and a weighted average life to maturity equal to or greater than the Opco Facilities being refinanced .

There shall be no restriction on the Opco Borrower or the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.

Other baskets (including a general basket) to be agreed, and certain of these baskets (including the general basket) to be agreed may also be capped for non-guarantors.

Holdco Facilities

The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.

There shall be no restriction on the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.

Other baskets (including a general basket) to be agreed.

Asset Sale Covenant

Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.

Repayment of ABL debt and other debt of the Opco Borrower using proceeds from all asset sales shall satisfy the asset sale covenant in both the Holdco Facilities and the Opco Facilities. Repayment of debt of Opta Minerals using proceeds of sale of assets of Opta Minerals shall satisfy the asset sale covenant in both the Holdco Facilities and Opco Facilities.

Opco Facilities only

If any Excess Proceeds remain and are required to be applied to payment of the Holdco Facilities, the additional restricted payment covenant in the Opco Facilities shall permit the Opco Borrower to make restricted payments to the Holdco Borrower with “Excess Proceeds” from asset sales (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities).

If any Excess Proceeds from any sale of Opta Minerals remain after repayment of Opta Minerals’ debt, such proceeds shall be applied first to reduce the Holdco Facilities (if permitted by the Existing Credit Facilities), and thereafter to reduce the Opco Facilities.

Affiliate Transactions Covenant

         •

The Opco Facilities and the Holdco Facilities shall permit all dealings and transactions between and among (1) the Opco Borrower and its restricted subsidiaries and (2) the Holdco Borrower and its restricted subsidiaries, as well as other exceptions for dealings between and among such persons and other affiliates.

Offer to Purchase from Asset Sale Proceeds:

The Holdco Issuer will be required to make an offer to repurchase the Holdco Exchange Notes (and, if outstanding, prepay the Holdco Extended Term Loans) on a pro rata basis, which offer shall be at 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase with a portion of the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Holdco Borrower or its restricted subsidiaries in excess of amounts required to be paid to lenders under the Existing Credit Facilities, the Opco Bridge Facility, the Opco Notes and/or any documentation governing any indebtedness of any restricted subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) (except in the case of a sale of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the proceeds of which will be offered to be applied to the repurchase of Holdco Exchange Notes before application to the Opco Bridge Facility and the Opco Notes), with such proceeds being applied to the Holdco Extended Term Loans and the Holdco Exchange Notes in a manner to be agreed, subject to exceptions, baskets and reinvestment provisions usual and customary for financings of this type, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

Optional Redemption:

Except as set forth in the next two succeeding paragraphs, the Holdco Exchange Notes shall be no-call in the first year following the Holdco Bridge Loan Maturity Date, and thereafter shall be redeemable during the second and third years following such date at a redemption prices equal to par plus 2.00% and 1.00%, respectively.

Prior to the one year anniversary of the Holdco Bridge Loan Maturity Date, the Holdco Issuer may redeem Holdco Exchange Notes at a redemption price equal to par plus a customary make-whole premium (calculated as of any redemption date using the weekly average yield on traded U.S. treasury securities adjusted to a constant maturity of one year plus 50 basis points).

Transaction:

As set forth in Exhibit A to the Commitment Letter.

Bridge Administrative Agent and Collateral Agent:

BMO will act as sole and exclusive administrative agent and collateral agent for the Opco Bridge Facility (in such capacity, the “Opco Bridge Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors determined in consultation with and reasonably acceptable to the Opco Borrower (together with the Initial Lenders, the “Opco Bridge Lenders”), and will perform the duties customarily associated with such role.

Bridge Lead Arranger and Bridge Bookrunner:

BMOCM will act as the lead arranger for the Opco Bridge Facility and lead bookrunner for the Opco Bridge Facility, and will perform the duties customarily associated with such roles.

Bridge Loans:

The Opco Bridge Lenders will make increasing rate second lien secured bridge loans (the “Opco Bridge Loans”) to the Opco Borrower, available in a single borrowing on the Closing Date in an aggregate principal amount of in an aggregate principal amount as described in paragraph (d) of Exhibit A (the “Opco Bridge Facility”).

Currency

US dollars only.

Purpose:

The proceeds of the Opco Bridge Facility will be used by the Opco Borrower on the Closing Date, together with the proceeds of the borrowings under the Existing North American Credit Facility, proceeds from the issuance of the Opco Notes (if any) (or any Takeout Securities issued in lieu of the Opco Notes), proceeds of the Holdco Bridge Facility, proceeds from the issuance of Equity Securities (if any), proceeds from the issuance of the Holdco PIK Notes (or any Takeout Securities issued in lieu of the Holdco PIK Notes) and available cash on hand, if any, at the Opco Borrower and the Holdco Borrower and the Target and their respective subsidiaries, solely to pay Acquisition Costs.

Notwithstanding anything to the contrary set forth above, at no time, other than as provided under the heading “Default Rate” below, shall the per annum yield on Opco Bridge Loans be greater than the Opco Total Cap (as defined in the Fee Letter).

Upon the occurrence of an Opco Demand Failure Event (as defined in the Fee Letter), the outstanding Opco Bridge Loans will automatically and immediately accrue interest at the Opco Total Cap.

Following the Opco Bridge Loan Maturity Date, all outstanding Opco Extended Term Loans will accrue interest at the Opco Total Cap.

Interest Payments:

Interest on the Opco Bridge Loans will be payable in arrears at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the Initial Opco Bridge Loan Maturity Date. Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Default Rate:

Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.

Maturity:

All Opco Bridge Loans will have an initial maturity date that is the one year anniversary of the Closing Date (the “Opco Bridge Loan Maturity Date”), which shall automatically be extended as provided below. If any of the Opco Bridge Loans have not been previously repaid in full on or prior to the Opco Bridge Loan Maturity Date, so long as no bankruptcy event of default has occurred and is continuing as of such date, such Opco Bridge Loans shall automatically be extended into and become senior secured second lien term loans (each, an “Opco Extended Term Loan”) due on the date that is seven years after the Closing Date and having the terms set forth in Annex II to this Exhibit C. The date on which Opco Bridge Loans become Opco Extended Term Loans is referred to as the “Opco Extension Date”.

At any time on or after the Opco Extension Date, from time to time at the option of the Opco Bridge Lenders, but no more than a number of times to be mutually agreed upon in any calendar quarter, indebtedness under the Opco Extended Term Loans may be exchanged (in whole or in part) for exchange notes (the “Opco Exchange Notes”) having an equal principal amount to the indebtedness so exchanged and having the terms set forth in Annex III to this Exhibit C; provided that the Opco Borrower may defer each issuance of a series of Opco Exchange Notes until such time as the Opco Borrower shall have received requests to issue an aggregate of at least $50,000,000 in aggregate principal amount of Opco Exchange Notes (or less if used to exchange the entire outstanding amount of the Opco Extended Term Loans).

The Opco Extended Term Loans will be governed by the provisions of the Opco Bridge Facility Documentation and will have the same terms as the Opco Bridge Facility except as expressly set forth in Annex II to this Exhibit C. The Opco Extended Term Loans will not be considered to constitute new indebtedness of the Opco Borrower but will evidence the same indebtedness as was evidenced by the Opco Bridge Loans, which indebtedness will continue with full force and effect in the form of Opco Extended Term Loans. The Opco Exchange Notes will be issued pursuant to an indenture that will have the terms set forth in Annex III to this Exhibit C.

The Opco Bridge Facility, the Opco Extended Term Loans and the Opco Exchange Notes shall rank equal in right of payment for all purposes.

Mandatory Prepayment:

The Opco Borrower will be required to prepay the Opco Bridge Loans on a pro rata basis at 100% of the outstanding principal amount thereof plus accrued and unpaid interest with (a) the net cash proceeds from the issuance of the Opco Notes; provided that, in the event any Opco Bridge Lender or affiliate of a Opco Bridge Lender purchases debt securities from the Opco Borrower pursuant to a permitted securities demand at an issue price that is above the level at which such Opco Bridge Lender or affiliate has reasonably determined such debt securities can be resold by such Opco Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Opco Borrower thereof), the net cash proceeds received by the Opco Borrower in respect of such debt securities may, at the option of such Opco Bridge Lender or affiliate, be applied first to prepay the Opco Bridge Loans of such Opco Bridge Lender or affiliate (provided that if there is more than one such Opco Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Opco Bridge Loans of all such Opco Bridge Lenders or affiliates in proportion to such Opco Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Opco Borrower) prior to being applied to prepay the Opco Bridge Loans held by other Opco Bridge Lenders, (b) the net cash proceeds of certain debt issuances (to be defined in a mutually acceptable manner) by the Opco Borrower or any of its restricted subsidiaries, (c) the net cash proceeds of from certain equity offerings (subject to exceptions to be agreed, including, without limitation, equity issued to employee stock plans or similar plans) by the Holdco Borrower or any of its restricted subsidiaries occurring after the date that the Holdco PIK Notes (if any) and the Holdco Bridge Loans (if any) are repaid in full and (d) the net cash proceeds from any non-ordinary course asset sales or dispositions or receipt of insurance proceeds by the Opco Borrower or any of its restricted subsidiaries in excess of amounts either reinvested or required to be paid to the lenders under the Existing Credit Facilities (and, in the case of sales of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the Holdco Facilities) or the holders of certain other indebtedness, in the case of any such prepayments pursuant to the foregoing clauses (b), (c) and (d) above with exceptions, baskets and reinvestment provisions usual and customary for financings of this type to be set forth in the Opco Bridge Facility Documentation and subject to the Documentation Principles, except that in the case of clause (d), there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

Optional Prepayment:

The Opco Bridge Facility may be prepaid, in whole or in part, without penalty or premium, at par plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Opco Borrower at any time; provided that, upon the occurrence of an Opco Demand Failure Event, except as otherwise limited by the provisions set forth in the section of the Fee Letter entitled “Securities Demand”, the outstanding Opco Bridge Loans will automatically and immediately be subject to the call protection provisions applicable to the Opco Exchange Notes.

Right to Resell Bridge Facility:

Each Opco Bridge Lender shall have the absolute and unconditional right to resell or assign the Opco Bridge Loans held by it in compliance with applicable law to any third party at any time, with the consent of the Opco Borrower (not to be unreasonably withheld, conditioned or delayed) and with notice to the Opco Bridge Administrative Agent; provided that the Opco Borrower’s consent shall not be required (i) at any time after the Opco Bridge Loan Maturity Date, (ii) after the occurrence and during the continuance of an Opco Demand Failure Event or payment or bankruptcy event of default or (iii) to the extent that the Initial Lenders would continue to hold a majority in aggregate principal amount of the Opco Bridge Loans after giving effect to such sale or assignment.

The Opco Bridge Lenders will be permitted to sell participations in their Opco Bridge Loans without restriction in accordance with applicable law and consistent with the Documentation Principles.

Conditions to Borrowing:

The availability of the borrowing under the Opco Bridge Facility on the Closing Date shall be subject solely to the applicable conditions set forth in Exhibit D to the Commitment Letter.

Bridge Facility Documentation:

The definitive documentation for the Opco Bridge Facility (the “Opco Bridge Facility Documentation”) shall be in form customary for financings of this nature and consistent with the Documentation Principles.

Representations and Warranties:

The Opco Bridge Facility Documentation will contain customary representations and warranties for financings of this nature applying to the Opco Borrower and its restricted subsidiaries.

Covenants:

The Opco Bridge Facility Documentation will contain such affirmative and negative covenants applicable to the Holdco Borrower, the Opco Borrower and its restricted subsidiaries as are usual and customary for financings of this nature, consistent with the Documentation Principles, it being understood and agreed that the covenants of the Opco Bridge Loans (and the Opco Extended Term Loans and the Opco Exchange Notes) will be incurrence-based covenants, customary for other Rule 144A “for life” high yield transactions, otherwise consistent with the Documentation Principles and reflecting the provisions of Annex I to Exhibit C. Prior to the Opco Bridge Loan Maturity Date, the debt and lien incurrence and the restricted payment covenants of the Opco Bridge Loans will be more restrictive than those of the Opco Extended Term Loans and the Opco Exchange Notes, as reasonably agreed by the Lead Arranger and the Opco Borrower.

Unrestricted Subsidiaries:

Opta Minerals plus other “Unrestricted Subsidiaries” (to be defined in a manner consistent with similar high yield debt offerings and otherwise consistent with the Documentation Principles) are herein referred to as “Unrestricted Subsidiaries”. For the avoidance of doubt, all subsidiaries of the Holdco Borrower that are not Unrestricted Subsidiaries are “restricted subsidiaries.”

Events of Default:

The Opco Bridge Facility Documentation will contain customary Events of Default for a financing of this type and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C, limited to: (subject to materiality thresholds, baskets, grace periods and other exceptions and qualifications to be agreed upon): nonpayment of principal, interest or other amounts; violation of covenants; inaccuracy of representations and warranties in any material respect; cross payment default; cross acceleration to material indebtedness; bankruptcy or insolvency of the Opco Borrower or its material restricted subsidiaries; material monetary judgments; ERISA and Canadian pension events and actual or asserted invalidity of a Guarantor’s guaranty.

Voting:

Amendments and waivers of the Opco Bridge Facility Documentation will require the approval of Opco Bridge Lenders holding more than 50% of the aggregate principal amount of the Opco Bridge Facility, except that the consent of each Opco Bridge Lender directly adversely affected thereby shall be required with respect to (a) reductions of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute a reduction in principal), interest (other than a waiver of default interest) or fees payable to such Opco Bridge Lender, (b) extensions of the final maturity of the Opco Bridge Facility (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension of the final maturity date) of such Opco Bridge Lender or the due date of any interest or fee payment, (c) releases of all or substantially all Guarantors or Collateral and (d) changes in voting thresholds.

Replacement of Lenders

The Opco Bridge Facility Documentation shall contain customary provisions for replacing (a) defaulting lenders, (b) Lenders asserting a claim for any funding protection whether for increased costs, taxes, required indemnity payments or otherwise and (c) non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders under the Opco Bridge Facility or of all Lenders directly affected thereby so long as the consent of Lenders holding at least 50.1% of the aggregate amount of loans and commitments under the Opco Bridge Facility, or of the Lenders affected thereby, has been obtained.

Cost and Yield Protection:

Customary for facilities of this type and consistent with the Documentation Principles.

Expenses and Indemnification:

Customary for facilities of this type and consistent with the Documentation Principles.

Governing Law and Forum:

New York

US Counsel to the Bridge Administrative Agent:

Paul Hastings LLP

Canadian Counsel to the Bridge Administrative Agent:

Goodmans LLP

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For so long as any Holdco Facilities are outstanding, the Opco Facilities will treat any cash payment of principal or interest on the Holdco Facilities as a “Restricted Payment” by the Holdco Borrower, with exceptions from this particular limitation to include (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) repayments or redemptions of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Holdco Borrower and (iii) the exception described in the bullet below.

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In addition, the Opco Facilities will permit the repayment or redemption of principal and accrued interest under Holdco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Holdco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Holdco Facilities being refinanced (taking into account any accrual of PIK interest to the date of refinancing, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the guarantee of Holdco under the Opco Facilities and is unsecured, (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Holdco Facilities being refinanced and at least 91 days later than the stated maturity of the Opco Facilities and a weighted average life to maturity equal to or greater than the Holdco Facilities being refinanced, (4) includes limitations on cash interest (or dividend) payments no more favorable to the debtholders (or preferred stockholders) than those of the Holdco Facilities being refinanced and (5) bears interest (or accrues dividends) at a rate no greater than the interest rate applicable to the Holdco Facilities being refinanced.

For so long as any Holdco Facilities are outstanding, the Opco Facilities shall contain an additional covenant regulating certain restricted payments by the Opco Borrower, consisting of a customary 50% of Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, including (i) a basket that will be in an amount sufficient to (a) fund any interest payments on the Holdco Facilities that are required by the terms thereof to be paid in cash and (b) fund certain voluntary cash interest payments on the Holdco Facilities, (ii) an exception for excess asset sale proceeds that the Holdco Borrower may be required to apply to the Existing Credit Facilities or the Holdco Facilities (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility, and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities), (iii) an exception for customary expenses at the Holdco Borrower, (iv) repayments or redemptions of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, common equity by the Opco Borrower and (v) repayment or redemption of principal and accrued interest under Opco Facilities made by exchange for, or with the proceeds of a substantially concurrent sale of, indebtedness (or preferred stock) of the Opco Borrower; provided that such indebtedness (or preferred stock) (1) is incurred in an aggregate principal amount (or issued having an aggregate liquidation preference) equal to or less than the Opco Facilities being refinanced, and plus any additional indebtedness incurred to pay premiums and expenses), (2) is, in the case of indebtedness, pari passu with or subordinated to the Existing North American Credit Facility and (3) has a stated maturity (or, in the case of the preferred stock, mandatory redemption, if any, or mandatory payment of liquidation preference, if any) no earlier than the Opco Facilities being refinanced and a weighted average life to maturity equal to or greater than the Opco Facilities being refinanced .

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This additional covenant shall regulate only dividends by the Opco Borrower to the Holdco Borrower and repurchases by the Opco Borrower of the Holdco Borrower’s stock and shall not regulate investments by the Opco Borrower or repurchases of the Opco Borrower’s debt by the Opco Borrower.

For the avoidance of doubt, the Opco Facilities shall not restrict the payment by Holdco of obligations owing by it under the ABL and shall not restrict the upstreaming of funds from the Opco Borrower to the Holdco Borrower to be used for such purpose.

The Opco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.

Holdco Facilities

Customary restricted payment covenant, consisting of a customary 50% Consolidated Net Income “build-up” test and related Fixed Charge Coverage Ratio condition, in each case using the Holdco Borrower’s financials, with customary exceptions to be negotiated consistent with the Documentation Principles, plus exceptions that match any additional exceptions described above, as applicable.

The Holdco Facilities shall permit any AHYDO “catch-up” payments to be made, but only if required under applicable tax laws.

Debt and Preferred Stock Incurrence Covenant

Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities (all ratios are to be calculated using the Holdco Borrower’s financials).

Opco Facilities

The Fixed Charge Coverage Ratio permission will be capped for non-guarantors at an amount to be agreed.

The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.

There shall be no restriction on the Opco Borrower or the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.

Other baskets (including a general basket) to be agreed, and certain of these baskets (including the general basket) to be agreed may also be capped for non-guarantors.

Holdco Facilities

The credit facilities basket shall permit growth based on accounts receivable and inventory, not fixed asset collateral borrowing base.

There shall be no restriction on the Holdco Borrower borrowing under the ABL, but any application of such borrowings to the Holdco Borrower’s debt (other than payments of the ABL) would be subject to the Restricted Payments covenant described above.

Other baskets (including a general basket) to be agreed.

Asset Sale Covenant

Tested at the Holdco Borrower under both the Opco Facilities and Holdco Facilities.

Repayment of ABL debt and other debt of the Opco Borrower using proceeds from all asset sales shall satisfy the asset sale covenant in both the Holdco Facilities and the Opco Facilities. Repayment of debt of Opta Minerals using proceeds of sale of assets of Opta Minerals shall satisfy the asset sale covenant in both the Holdco Facilities and Opco Facilities.

Opco Facilities only

If any Excess Proceeds remain and are required to be applied to payment of the Holdco Facilities, the additional restricted payment covenant in the Opco Facilities shall permit the Opco Borrower to make restricted payments to the Holdco Borrower with “Excess Proceeds” from asset sales (it being understood that proceeds of sales of assets of the European business shall first be required to be offered to repay indebtedness under the Existing European Credit Facility, the Existing North American Credit Facility and the Opco Facilities, in accordance with their terms, prior to being available to be offered to repay Holdco Facilities).

If any Excess Proceeds from any sale of Opta Minerals remain after repayment of Opta Minerals’ debt, such proceeds shall be applied first to reduce the Holdco Facilities (if permitted by the Existing Credit Facilities), and thereafter to reduce the Opco Facilities.

Affiliate Transactions Covenant

The Opco Facilities and the Holdco Facilities shall permit all dealings and transactions between and among (1) the Opco Borrower and its restricted subsidiaries and (2) the Holdco Borrower and its restricted subsidiaries, as well as other exceptions for dealings between and among such persons and other affiliates.

Maturity:

The Opco Extended Term Loans will mature on the date that is seven years after the Closing Date.

Interest Rate:

The Opco Extended Term Loans will bear interest at a rate per annum equal to the Opco Total Cap. Interest shall be payable quarterly and on the maturity date of the Opco Extended Term Loans, in each case payable in arrears and computed on the basis of a 365-day year.

Default Rate:

Upon the occurrence and during the continuance of any payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.0% per annum.

Guarantees:

Same as the Opco Bridge Loans.

Security:

Same as the Opco Bridge Loans.

Covenants, Defaults and Mandatory Offers to Purchase:

The covenants, mandatory offers to purchase and defaults which would be applicable to the Opco Exchange Notes, if issued, will also be applicable to the Opco Extended Term Loans in lieu of the corresponding provisions of the Opco Bridge Facility.

Optional Prepayment:

The Opco Extended Term Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Opco Borrower at any time; provided that upon the occurrence of an Opco Demand Failure Event, the outstanding Opco Extended Term Loans will automatically and immediately be subject to the call protection provisions applicable to the Opco Exchange Notes.

Issuer:

The Borrower will issue the Opco Exchange Notes under an indenture. The Opco Borrower or an affiliate, in its capacity as the issuer of the Opco Exchange Notes, is referred to as the “Opco Issuer”.

Principal Amount:

The Opco Exchange Notes will be issued on or after the Opco Extension Date. The principal amount of any Opco Exchange Note will equal 100% of the aggregate principal amount of the Opco Extended Term Loan for which it is exchanged. In the case of a partial exchange, the minimum amount of Opco Extended Term Loans to be exchanged for Opco Exchange Notes will be $50,000,000 (or less if used to exchange the entire outstanding amount of the Opco Extended Term Loans).

Maturity:

The Opco Exchange Notes will mature on the date that is seven years after the Closing Date.

Interest Rate:

The Opco Exchange Notes will bear interest payable semi- annually at a weighted average yield which shall not exceed the Opco Total Cap.

Guarantees:

Same as the Opco Extended Term Loans.

Security:

Same as the Opco Extended Term Loans.

Offer of Purchase upon Change of Control:

The Opco Issuer will be required to make an offer to repurchase the Opco Exchange Notes following the occurrence of a change of control (to be defined in a manner consistent with the high- yield debt offerings and consistent with the Documentation Principles) at a price in cash equal to 101% (or 100% in the case of Opco Exchange Notes held by the Commitment Parties or their respective affiliates excluding Opco Exchange Notes held by them in connection with market making activities or asset management affiliates purchasing the Opco Exchange Notes in the ordinary course of their business as part of a regular distribution of the Opco Exchange Notes (“Asset Management Affiliates”)) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase, unless the Opco Issuer shall redeem such Opco Exchange Notes pursuant to the “Optional Redemption” section below.

Offer to Purchase from Asset Sale Proceeds:

The Opco Issuer will be required to make an offer to repurchase the Opco Exchange Notes (and, if outstanding, prepay the Opco Extended Term Loans) on a pro rata basis, which offer shall be at 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase with a portion of the net cash proceeds from any non- ordinary course asset sales or dispositions (including as a result of casualty or condemnation) by the Holdco Borrower or any of its subsidiaries in excess of amounts either reinvested or required to be paid to lenders under the Existing Credit Facilities (and, in the case of sales of assets or capital stock of Opta Minerals, any other subsidiary of the Holdco Borrower (other than the Opco Borrower and its subsidiaries) or any minority interest owned by the Holdco Borrower or its restricted subsidiaries (other than the Opco Borrower and its subsidiaries), the Holdco Facilities), with such proceeds being applied to the Opco Extended Term Loans, the Opco Exchange Notes and the Opco Notes in a manner to be agreed, subject to other exceptions and baskets usual and customary for financings of this type consistent with the Documentation Principles, except that there shall be no reinvestment rights in respect of net cash proceeds (less the pro rata portion thereof attributable to minority interest ownership thereof) of any sale of the capital stock or assets of Opta Minerals (with such net cash proceeds also calculated after giving effect to required payoff of Opta Minerals’ credit facility and any other outstanding indebtedness of Opta Minerals in the case of sales of assets of Opta Minerals) for so long as the Holdco Bridge Facility is outstanding.

Optional Redemption:

The Opco Exchange Notes will be non-callable (subject to the exceptions in the three succeeding paragraphs below) until the third anniversary of the Closing Date. Thereafter, each Opco Exchange Note will be redeemable at the option of the Borrower at par plus accrued interest plus a premium equal to three quarters of the coupon on such Exchange Note during the fourth year after the Closing Date, one half of the coupon on such Exchange Note during the fifth year after the Closing Date and one-quarter of the coupon on such Exchange Note during the sixth year after the Closing Date, which call premiums shall decline to zero on the date that is the sixth anniversary of the Closing Date.

Prior to the third anniversary of the Closing Date, the Opco Borrower may redeem Opco Exchange Notes at a make- whole price based on US Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points; provided that notwithstanding the foregoing, prior to the third anniversary of the Closing Date, the Issuer may redeem up to 10% of the aggregate principal amount of such Opco Exchange Notes during each twelve-month period commencing with the date of first exchange into Opco Exchange Notes at a price equal to 103% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon.

Prior to the third anniversary of the Closing Date, the Opco Borrower may redeem up to 35.0% in the aggregate of the Opco Exchange Notes with proceeds from qualified equity offerings of the Holdco Borrower at a redemption price equal to par plus the coupon on such Opco Exchange Notes.

The optional redemption provisions will be otherwise customary for high yield transactions consistent with the Documentation Principles.

Notwithstanding any of the foregoing, any Opco Exchange Notes held by (and for so long as they are held by) the Commitment Parties or their respective affiliates (other than Asset Management Affiliates or Opco Exchange Notes purchased in the secondary market) shall be redeemable at any time and from time to time at the option of the Opco Borrower at a redemption price equal to par plus accrued and unpaid interest to the redemption date.

Defeasance Provisions:

Customary for high yield transactions and consistent with the Documentation Principles.

Amendment/Waiver:

Customary for high yield transactions and consistent with the Documentation Principles.

Covenants:

Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C.

Registration Rights:

None.

Right to Transfer Opco Exchange Notes:

The holders of the Opco Exchange Notes (including the Opco Bridge Lenders) shall have the right to transfer such Opco Exchange Notes to any third parties, subject to compliance with applicable securities and other law.

Events of Default:

Customary for high yield transactions and consistent with the Documentation Principles and otherwise reflecting the provisions of Annex I to Exhibit C.

Governing Law and Forum:

New York.

1.

The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under the Bridge Facilities shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents, waivers or requests by you (or your affiliate) thereto, other than those (including the effects of any requests) that are materially adverse to the interests of the Lenders, without the prior consent of the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned); provided that (a) any reduction in the amount referred to in clause (A) of Section 2.2(a)(i) of the Acquisition Agreement (the “Base Purchase Price”) shall not be deemed to be materially adverse to the interests of the Lenders; provided, further, that, any such reduction in the Base Purchase Price shall be applied 100% to reduce the amount of funding under the Holdco Bridge Facility, the Holdco PIK Notes and/or the Equity Securities ratably and thereafter, to reduce the amount of funded debt under the Opco Bridge Facility and the Opco Notes; provided, further that the amount of funded debt under the Opco Bridge Facility and the Opco Notes (and/or any Takeout Securities issued in lieu of any Opco Notes) shall not be less than $250,000,000 and (b) any amendment, modification, waiver, consent or request in respect of the definition of “Material Adverse Effect” shall be deemed to be materially adverse to the interests of the Lenders.

2.

(a) Except as set forth on the Seller Disclosure Schedule (as defined in the Acquisition Agreement), since December 31, 2014 through the date of the Acquisition Agreement, there has not occurred any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement) and (b) between the date of the Acquisition Agreement and the Closing Date (as defined in the Acquisition Agreement), there has been no event, circumstance, development, change or effect that would reasonably be expected to have a Material Adverse Effect. Any disclosure with respect to a section or schedule of the Acquisition Agreement (including any section of the Seller Disclosure Schedule) shall be deemed to have been disclosed for other sections and schedules of the Acquisition Agreement (including a section of the Seller Disclosure Schedule) where the relevance of such disclosure would be reasonably apparent.

3.

After giving effect to the Transactions, the Holdco Borrower and its subsidiaries (excluding the Target and its subsidiaries) shall have outstanding no third party indebtedness for borrowed money in excess of $720 million (other than non-recourse indebtedness of Opta Minerals and assuming the Existing Credit Facilities are fully drawn) and from the date hereof until the Closing Date, the Holdco Borrower and its subsidiaries (excluding the Target and its subsidiaries) shall only incur third party indebtedness for borrowed money for working capital purposes in the ordinary course of business (as reasonably determined in good faith by the Holdco Borrower) except for (i) indebtedness incurred to finance the Transactions and (ii) indebtedness not in excess of $10 million to finance other acquisitions.

4.

The Lead Arranger shall have received (a) unaudited combined balance sheets and related statements of income and cash flows of Target and its subsidiaries for each fiscal quarter (that is not the last fiscal quarter of a fiscal year) commencing on or after December 31, 2014, and ended at least 45 days prior to the Closing Date, and (b) audited combined balance sheets and related statements of income and cash flows of Target and its subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Closing Date. The Lead Arranger acknowledges receipt of the audited financial statements of the Target and its subsidiaries for the three years ended December 31, 2014 and of the unaudited financial statements of the Target and its subsidiaries for the fiscal quarter ended March 31, 2015.

5.

The Lead Arranger shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Holdco Borrower for the twelve month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 90 days prior to the Closing Date (if the end of such period is a fiscal year-end of the Holdco Borrower) or ended at least 45 days prior to the Closing Date (if the end of such period is not a fiscal year end of the Holdco Borrower), in each case, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), which need not include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

6.

The Bridge Administrative Agent and the Lead Arranger shall have received, no later than three days prior to the Closing Date, all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing by the Bridge Administrative Agent and the Lead Arranger at least ten Business Days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation AML Law.

7.

(a) (i) With respect to the Holdco Bridge Facility, (x) the execution and delivery by the Holdco Borrower of the Holdco Bridge Facility Documentation (as defined in Exhibit B), which shall be in accordance with the terms of the Commitment Letter and the Holdco Term Sheet and subject to Certain Funds Provisions and the Documentation Principles set forth in the Commitment Letter and (y) delivery to the Bridge Administrative Agent of (i) a customary borrowing notice (subject to the Certain Funds Provisions), customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in the jurisdiction of formation, in each case, with respect to the Holdco Borrower, and (ii) a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, substantially in the form of Annex I attached to this Exhibit D, of a senior authorized financial executive or officer of the Holdco Borrower.

8.

With respect to the Opco Bridge Facility, subject in all respects to the Certain Funds Provisions, all documents and instruments required to create and perfect the Bridge Administrative Agent’s security interest in the Collateral (as defined in Exhibit C) shall have been executed and delivered and, if applicable, be in proper form for filing.

9.

All fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three Business Days prior to the Closing Date, shall, upon the borrowing under the Bridge Facilities, have been paid (which amounts may be offset against the proceeds of the Bridge Facilities).

10.

(a) With respect to the Opco Bridge Facility, (1) you shall have engaged one or more investment banks reasonably acceptable to the Lead Arranger (in such capacity, the “Debt Investment Banks”) to act as book-running managers and as underwriters, initial purchasers or placement agents to sell or privately place the Opco Notes and any related Takeout Securities to be issued by the Opco Borrower to consummate the Acquisition (the “Opco Debt Transactions”) (the Lead Arranger hereby acknowledges that such reasonably acceptable Debt Investment Banks have been so engaged) and (2) you shall have provided the Debt Investment Banks with (A) a customary preliminary offering memorandum (the “Opco Offering Memorandum”) suitable for use in a customary “high yield road show” relating to the Opco Notes and in customary form for preliminary offering memoranda used in private placements of non-convertible debt securities, including or incorporating all financial statements and other information (which financial statements and other information may also relate to the Holdco Borrower) that would customarily be included in offering memoranda for use in the United States under Rule 144A (it being understood none of such information need include financial statements required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K and the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions); provided that this condition shall be deemed satisfied if the Opco Offering Memorandum excludes the “description of notes” and other information or sections that would customarily be provided by the Debt Investment Banks or their counsel; provided further that the only information relating to the Target and its subsidiaries required to be included in the Opco Offering Memorandum shall consist of the Required Information (as defined in Annex II to this Exhibit D) and (B) drafts of customary “comfort” letters with respect to the financial information in the Opco Offering Memorandum by auditors of the Target and the Holdco Borrower, which such auditors are prepared to issue upon completion of customary procedures. The Debt Investment Banks shall have been afforded a period of at least 17 consecutive Business Days following delivery by the Opco Borrower of an Opco Offering Memorandum including the information described in clause (2)(A) above (such information, the “Opco Notes Marketing Information”) (the “Opco Marketing Period”) and prior to the Closing Date to seek to offer and sell or privately place the Opco Notes with qualified purchasers thereof; provided, however, that (x) such 17 consecutive Business Day period will not commence until September 9, 2015, (y) if such 17 consecutive Business Day period has not ended prior to December 18, 2015, it will not commence until January 4, 2016 and (z) November 27, 2015 shall not be considered a Business Day for purposes of the Opco Marketing Period. For purposes of this Exhibit D, Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York or Toronto, Ontario are required or authorized by applicable law to be closed; provided, further, that if you shall in good faith reasonably believe that the Opco Notes Marketing Information has been delivered, you may deliver to the Commitment Parties a written notice to that effect (stating when you believe the delivery of the Opco Notes Marketing Information to the Debt Investment Banks was completed), in which case you shall be deemed to have complied with such obligation to furnish the Opco Notes Marketing Information and the Debt Investment Banks shall be deemed to have received the Opco Notes Marketing Information, unless the Commitment Parties in good faith reasonably believe that you have not completed the delivery of such Opco Notes Marketing Information and, not later than 5:00 p.m. (New York time) two business days after the delivery of such notice by you, deliver a written notice to you to that effect (stating with specificity which such Opco Notes Marketing Information has not been delivered); provided, that notwithstanding the foregoing, the delivery of the Opco Notes Marketing Information shall be satisfied at any time at which (and so long as) the Debt Investment Banks shall have actually received the Opco Notes Marketing Information, regardless of whether or when any such notice is delivered by you.

11.

You shall have engaged one or more investment banks reasonably acceptable to the Lead Arranger (in such capacity, the “Equity Securities Investment Banks”) to act as book- running managers and/or as underwriters, initial purchasers or placement agents, to sell or underwrite the Equity Securities to be issued by the Holdco Borrower pursuant to a registered public offering in the United States or in a private placement, including pursuant to Rule 144A or other exemption from registration under the Securities Act of 1933, as amended (the “Equity Securities Transaction”) (the Lead Arranger hereby acknowledges that such reasonably acceptable Equity Securities Investment Banks have been so engaged).

12.

The Specified Acquisition Agreement Representations shall be true and correct, but only to the extent that SunOpta Inc. has (or an applicable affiliate has) the right to terminate SunOpta Inc.’s (or such affiliate’s) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement and the Specified Representations shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of the respective date or respective period, as the case may be).

(a)

The fair value of the assets of the Holdco Borrower and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

(b)

The present fair saleable value of the property of the Holdco Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

(c)

The Holdco Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured;

(d)

The Holdco Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital; and

(e)

Neither the Holdco Borrower [nor the Opco Borrower] are an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada).

(i)

audited consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP and of the type required by Regulation S-X under the Securities Act for an offering of debt securities, together with an audit report thereon, for each of the fiscal years in the three-year period ending December 31, 2014;

(ii)

unaudited and reviewed consolidated financial statements (and related footnotes) of the Company and its Subsidiaries prepared on a consolidated basis in accordance with GAAP and of the type required by Regulation S-X under the Securities Act for an offering of debt securities for the six-month periods ended June 30, 2015 and 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, for the nine- month periods ending September 30, 2015 and 2014;

(iii)

historical financial information and historical financial data of the Company and its Subsidiaries solely to the extent such information and data is necessary in order for you to prepare (A) customary pro forma financial statements in accordance with Article 11 of Regulation S-X under the Securities Act for the following periods: (I) the fiscal year ended December 31, 2014, (II) the six months ended June 30, 2015 or, if the Marketing Period shall not have been completed by the Staleness Date, the nine months ended September 30, 2015 and (III) the six months ended June 30, 2014 or, if the Marketing Period shall not have been completed by the Staleness Date, for the nine months ending September 30, 2014 (and related footnotes) and (B) a customary “Pro Forma Adjusted EBITDA” presentation of the Company and its Subsidiaries;

(iv)

data and information of the Company and its Subsidiaries reasonably required in order to prepare an abbreviated “Business” section for the Offering Documents, describing the business of the Company and its Subsidiaries;

(v)

data and information of the Company and its Subsidiaries reasonably required in order to prepare an abbreviated “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the Offering Documents, containing a customary results of operations discussion relating to the financial statements described in clauses (i) and (ii) above;

(vi)

a description of risk factors relating to the business of the Company and its Subsidiaries for the Offering Documents (other than any such risk factors relating to global or national economic, financial or political conditions or risk factors affecting the Company’s industry generally); and

(vii)

all other historical financial and historical accounting data that is reasonably required by the Debt Investment Banks, solely to the extent such information and data is necessary for the underwriter or initial purchaser of an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with the Financing, which such auditors are prepared to provide upon completion of customary procedures.