INDENTURE Dated as of October 20, 2016 Among SUNOPTA FOODS INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.5% SENIOR SECURED SECOND LIEN NOTES DUE 2022Indenture • October 26th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • New York
INDENTURE, dated as of October 20, 2016, among SunOpta Foods Inc., a Delaware corporation (the “Issuer”), SunOpta Inc., a Canadian corporation and the direct parent company of the Issuer (the “Company”), the other Guarantors named on the signature pages hereto and U.S. Bank National Association, a national banking association, as Trustee and Notes Collateral Agent.
SECOND LIEN CANADIAN SECURITY AGREEMENT Dated as of October 20, 2016 from THE GRANTORS REFERRED TO HEREIN to as Notes Collateral AgentSecond Lien Canadian Security Agreement • October 26th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario
This SECOND LIEN CANADIAN SECURITY AGREEMENT (this “Canadian Security Agreement”) is entered into as of October 20, 2016, by and among SUNOPTA INC., a Canadian corporation and the direct parent company of the Issuer (as defined below) (the “Company”), SUNOPTA INVESTMENTS LTD. (“SunOpta Investments”) and certain other Canadian Subsidiaries (as defined below) of the Company from time to time party hereto (each a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, together with the Company and SunOpta Investments, collectively, the “Grantors”) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Notes Secured Parties (as defined in the Indenture referred to below) (in such capacity, the “Notes Collateral Agent”; as further defined in the Indenture referred to below).
SECOND LIEN U.S. SECURITY AGREEMENT Dated as of October 20, 2016 from THE GRANTORS REFERRED TO HEREIN to U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral AgentSecurity Agreement • October 26th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • New York
This SECOND LIEN U.S. SECURITY AGREEMENT (this “U.S. Security Agreement”) is entered into as of October 20, 2016, by and among SUNOPTA FOODS INC., a Delaware corporation (the “Issuer”), SUNOPTA INC., a Canadian corporation and the direct parent company of the Issuer (the “Company”), and certain other U.S. Subsidiaries (as defined below) of the Company from time to time party hereto (each a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, together with the Company and the Issuer, the “Grantors”) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Notes Secured Parties (as defined in the Indenture referred to below) (in such capacity, the “Notes Collateral Agent”; as further defined in the Indenture referred to below).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • October 26th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of October 20, 2016 and entered into by and between Bank of America, N.A. (“Bank of America”), in its capacity as collateral agent for the First Lien Claimholders (as defined below), (in such capacity, the “Initial First Lien Collateral Agent”, as hereinafter further defined), U.S. Bank National Association (“U.S. Bank”), in its capacity as collateral agent for the Second Lien Claimholders (as defined below) (in such capacity, the “Initial Second Lien Collateral Agent”, as hereinafter further defined), each Additional First Lien Collateral Agent (as defined below) from time to time party hereto for the Additional First Lien Claimholders (as defined below) and each Additional Second Lien Collateral Agent (as defined below) from time to time party hereto for the Additional Second Lien Claimholders (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 be
