First 50 pages, more to follow

provides borrowing capacity equal to amounts that existed under the previous loan agreement.

and it is anticipated that the Company will realize lower borrowing rates versus current facilities based on revised interest rate grids associated with the new Facility combined with the effect of the Company’s improved financial position.

This fifth amended and restated credit agreement

" Permitted Investments " means Investments by any Obligor in Persons or assets principally related to the natural or organic food business, provided that (i) the aggregate of all Investments made by all Obligors in any Fiscal Year of SunOpta shall not exceed the aggregate maximum amount of US$5,000,000, (ii) each Investment in any such Person or assets shall be accretive to the earnings of the relevant Obligor, (iii) each Investment in any such Person shall not be or consist of a hostile takeover, (iv) in circumstances where an equity Investment will cost in excess of US$2,000,000 the Obligor shall acquire not less than a 51% equity ownership interest in the relevant Person if the Investment is effected by way of an equity purchase as opposed to an asset purchase, (v) all debts and liabilities for borrowed money attached to or associated with such Investment (other than in favour of the Lenders hereunder) must be repaid upon the closing of the Investment and all Liens in connection therewith must be discharged, provided that , notwithstanding the foregoing, if the Investment is in a Person that will, as a result of such Investment, become a Subsidiary, the relevant Obligor may take up to 30 days after making such Investment to repay all debts and liabilities for borrowed money attached to or associated with such Investment (other than in favour of the Lenders hereunder), discharge all Liens and provide the Lenders with such first (subject to Permitted Liens) ranking security as the Lenders may require, (vi) if the Investment in whole or in part is to be funded by the proceeds of Advances under Facility A or Facility B, then after giving effect to the requested Advance, the Excess Availability shall be no less than 15% of the combined Total Commitment in respect of Facility A and Facility B, and (vii) other than Debt not prohibited by this Agreement, no Debt shall be incurred by any Obligor in connection with any Investment. For greater certainty, no separate Investment shall be permitted if such Investment were to cause the foregoing US$5,000,000 aggregate limit to be exceeded.