0001062993-21-000113 Sample Contracts

SECOND RESTATEMENT AGREEMENT
Second Restatement Agreement • January 5th, 2021 • SunOpta Inc. • Wholesale-farm product raw materials • New York

SECOND RESTATEMENT AGREEMENT, dated as of December 31, 2020 (this "Restatement Agreement"), among SunOpta Inc. (the "Company" or "Canadian Parent Borrower"; as further defined in the Restated Credit Agreement (as defined below)), SunOpta Foods Inc. (the "U.S. Parent Borrower"; as further defined in the Restated Credit Agreement), and each of the other Borrowers and Guarantors party hereto, the Lenders party hereto, including the Delayed Draw Term Lenders (as defined below), Bank of America, N.A., as Administrative Agent, and as an Issuing Bank and the Swingline Lender, Bank of America, N.A, as Collateral Agent (in such capacity, the "Collateral Agent"; as further defined in the Restated Credit Agreement) and JPMorgan Chase Bank, N.A., as Term Loan Administrative Agent (in such capacity, the "Term Loan Administrative Agent"; as further defined in the Restated Credit Agreement).

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