EUR 48,000,000 MULTIPURPOSE FACILITIES AGREEMENT dated 25 SEPTEMBER 2012 for THE ORGANIC CORPORATION B.V. as the Company and as Guarantor with TRADIN ORGANIC AGRICULTURE B.V. SUNOPTA FOODS EUROPE B.V., TRADIN ORGANICS USA INC. and TRABOCCA B.V. as...

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

TRADIN ORGANIC AGRICULTURE B.V., SUNOPTA FOODS EUROPE B.V., TRADIN ORGANICS USA INC. and TRABOCCA B.V. as borrowers (the "Original Borrowers") and as guarantors (together with the Company in its capacity as guarantor, the "Original Guarantors");

ING BANK N.V. and ABN AMRO BANK N.V. as arrangers (whether acting individually or together the "Arranger") and as lenders (the "Original Lenders"); and

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

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

"Accession Letter" means a document substantially in the form set out in Schedule 5 (Form of Accession Letter).

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Available Participation" means, in relation to Facility 1, a Lender's Facility 1 Participation minus (subject as set out below):

(a)

the Base Currency Amount of:

its participation in any outstanding Loans or Letters of Credit (other than any Letter of Credit issued under the Guarantee Facility);

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

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

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

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

the Overdraft Facility Maximum Amount relating to any Overdraft Facility that is due to be made available on or before the proposed Utilisation Date; and

(in the case of the Guarantee Facility Lender) the Base Currency Amount of its Guarantee Facility Maximum Amount if the Guarantee Facility is due to be made available on or before the proposed Utilisation Date.

that Lender's participation in any Facility 1 Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

that Lender's Overdraft Facility Maximum Amounts and Guarantee Facility Maximum Amount to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

in relation to a Loan or Letter of Credit, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the relevant Lender's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the relevant Lender receives the Utilisation Request) and, in the case of a Letter of Credit, as adjusted under Clause 5.7 (Revaluation of Letters of Credit));

in relation to a Sub-Facility Maximum Amount, the amount specified as such in the notice delivered to the Facility Agent by the Company pursuant to Clause 5.8(b)(i) (Overdraft Facilities and Guarantee Facility) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the relevant Lender's Spot Rate of Exchange on the date which is three Business Days before the commencement date for that Sub-Facility; and

in relation to a Pre-settlement Facility Maximum Amount, the amount specified as such in the notice delivered to the Facility Agent by the Company pursuant to Clause 6.1(b)(i) (Availability of Facility 2) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the relevant Lender's Spot Rate of Exchange on the date which is three Business Days before the commencement date for that Pre- settlement Facility,

the interest (excluding the relevant Margin) which a Lender should have received for the period from the date of receipt of all or any part of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or

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

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

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

any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event;

the filing of a notice of intent to terminate any Employee Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041(c) of ERISA;

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

the failure to make a required contribution to any Employee Plan that would reasonably be expected to result in the imposition of an encumbrance under Section 412 of the Code, or a filing under Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan or Multiemployer Plan;

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

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

an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

a determination that any Employee Plan is, or is expected to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; and

the receipt by an Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, in "endangered" or "critical" status within the meaning of Section 305 of ERISA.

in relation to an Original Lender, the amount set opposite its name under the heading "Facility 1 Participation" in Schedule 1 (The Original Lenders) and the amount of any other Facility 1 Participation transferred to it under this Agreement; and

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

in relation to an Original Lender, the amount set opposite its name under the heading "Facility 2 Participation" in Schedule 1 (The Original Lenders) and the amount of any other Facility 2 Participation transferred to it under this Agreement; and

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

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

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or the Facility Agent and the Company or the Security Agent and the Company) setting out any of the fees referred to in Clause 13 (Fees); and

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

moneys borrowed;

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

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

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

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition but which is classified as a borrowing under GAAP;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

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

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

the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non payment of stamp duty may be void and defences of set off or counterclaim; and

any other general principles which are set out as qualifications as to matters of law in the legal opinions delivered pursuant to Clause 4 (Conditions of Utilisation) and/or Clause 26 (Changes to the Obligors) including (whether or not set out in such legal opinions) the qualification that security purporting to create fixed charges may create floating charges.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 (Changes to the Lenders),

the business, operations, property, financial condition or prospects of any member of the Group;

the ability of an Obligor to perform its payment obligations under the Finance Documents or its obligations under Clause 22 (Financial Covenants); or

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

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

Facility 1, the aggregate of the principal amount of each Loan and the outstanding amount of each Letter of Credit (other than the outstanding amount of a Letter of Credit issued under the Guarantee Facility);

in relation to the Guarantee Facility, the face amount of any Letter of Credit issued under the Guarantee Facility;

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

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

the Finance Documents;

the Existing Facility Agreement and documents directly related thereto;

the USD 2,000,000 overdraft facility of Trabocca B.V. with Triodos Bank;

(until 30 October 2012) the term loan facility provided to The Organic Corporation B.V. by ING Bank N.V. in an amount of up to EUR 11,000,000 dated on or about 4 July 2011; and

a loan or loans made by SunOpta Inc. to one or more Obligors in an aggregate amount not exceeding EUR 5,000,000 on terms such that such loans are subordinated to the Financial Indebtedness under the Finance Documents to the satisfaction of the Majority Lenders; and

any Financial Indebtedness incurred by members of the Group which are not Obligors provided that such Financial Indebtedness does not exceed EUR 10,000,000 in aggregate.

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

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

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

the jurisdiction of incorporation;

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

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

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

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

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

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

Construction

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

the "Facility Agent", the "Arranger", the "Security Agent", any "Finance Party", any "Secured Party", any "Lender", any "Obligor", any "Issuing Lender" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with this Agreement;

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

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

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

a time of day is a reference to Amsterdam time.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Borrower providing "cash cover" for a Letter of Credit or a Pre-settlement Facility means a Borrower paying an amount in the currency of that Letter of Credit or, as the case may be, Pre-settlement Facility to an interest-bearing account in the name of that Borrower and the following conditions being met:

the account is with the relevant Lender;

until no amount is or may be outstanding under that Letter of Credit or Pre-settlement Facility, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Pre-settlement Facility; and

that Borrower has executed a security document over that account, in form and substance satisfactory to the Lender with which that account is held, creating a first ranking security interest over that account.

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

an Event of Default arising as a result of a failure to comply with Clause 21 (Information Undertakings) or Clause 22 (Financial Covenants) is "continuing" if it has not been waived; and

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

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

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

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

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

and the amount by which a Letter of Credit is, or Pre-settlement Facility Outstandings are, repaid or prepaid under paragraphs 1.2(f)(i) and (ii) above is the amount of the relevant cash cover or reduction.

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

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

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by a Borrower in respect of that Letter of Credit at that time.

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

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

Dutch terms

In this Agreement, where it relates to a Dutch entity, a reference to:

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

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

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

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

declared bankrupt (failliet verklaard);

dissolved (ontbonden);

a moratorium includes surseance van betaling;

a trustee in bankruptcy includes a curator;

an administrator includes a bewindvoerder;

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

an attachment includes a beslag.

Currency Symbols and Definitions

"EUR" and "euro" denote the single currency unit of the Participating Member States. "USD", "$" and "dollars" denote the lawful currency of the United States of America and "£", "GBP" and "sterling" denote the lawful currency of the United Kingdom. "Swiss francs", "francs" denote the lawful currency of Switzerland.

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, each of the Lenders makes available to the Borrowers the following facilities:

an uncommitted multicurrency borrowing base secured working capital facility by way of (subject to paragraph (b) below) Loans, Overdrafts and Letters of Credit in an amount equal to the Facility 1 Participation of that Lender ("Facility 1"); and

an uncommitted secured multicurrency pre-settlement facility in an amount equal to the Facility 2 Participation of the Lender ("Facility 2") which shall be available in the form of deemed or contingent obligo resulting from foreign exchange forward contracts. The deemed or contingent liability under such contracts will be determined by the relevant Lender with a weighting factor to its discretion and depending on tenor and currency.

Part of Facility 1 may be made available by the Guarantee Facility Lender for the purpose of the issuance of a guarantee in a maximum amount of EUR 125,000 (the "Guarantee Facility"), as specified in more detail in Clause 5.8 (Overdraft Facilities and the Guarantee Facility).

Finance Parties' rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

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

PURPOSE

Purpose

Each Borrower shall apply all amounts borrowed by it under the Facilities first towards repayment or prepayment of all amounts outstanding under the Existing Facility Agreement (excluding under any Rolled In Instruments) and thereafter towards its Trade Business.

Monitoring

The Borrower shall use its best efforts to ensure that utilisations under:

Facility 1 are allocated proportionately in accordance with the Lenders' respective Facility 1 Participation; and

Facility 2 are allocated proportionately in accordance with the Lenders' respective Facility 2 Participations.

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

CONDITIONS OF UTILISATION

Initial conditions precedent

Without prejudice to Clause 4.2 (Uncommitted Facilities), no Borrower may deliver a Utilisation Request or otherwise utilise a Facility unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facility Agent (acting reasonably). The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.

Uncommitted Facilities

The Facilities are made available until further notice (dagelijks opzegbaar). The availability of a Facility, including the making of a Loan, the issue or renewal of a Letter of Credit, the making available of a Utilisation by way of Overdraft and the making available of any Pre-settlement Facility, shall be entirely and solely at the discretion of the Lenders. Without prejudice to the uncommitted nature of the Facilities and to the preceding sentence, the availability of a Facility, including the making of a Loan, the issue or renewal of a Letter of Credit, the making available of a Facility 1 Utilisation by way of Overdraft and the making available of any Pre- settlement Facility, is in any event subject to the following conditions:

the Lenders shall be satisfied that no Default has occurred;

the Facility Agent has not received a notice from any Obligor in accordance with Clause 21.6 (Notification of default);

the representations and warranties in Clause 20 (Representations) are true and accurate as of the date of the relevant Utilisation Request and on the proposed Utilisation Date, as if made on each such date with reference to the facts and circumstances then subsisting; and

each Lender has received and found to be satisfactory to it in all respects, such further opinions, consents, agreements and documents in connection with the Finance Documents as it may request prior to the date of the relevant Utilisation Request and on the proposed Utilisation Date.

Conditions relating to Optional Currencies

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

it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and

it is USD, GBP, Canadian dollars or Swiss francs or has been approved by the relevant Facility 1 Lender on or prior to receipt by the Facility Agent of the relevant Utilisation Request for that Utilisation.

If a Lender has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, such Lender will confirm to the Company by the Specified Time:

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

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

UTILISATION - FACILITY 1

Delivery of a Utilisation Request

A Borrower may utilise Facility 1, including the Guarantee Facility but not including any Overdraft Facility, by delivery to the relevant Lender of a duly completed Utilisation Request not later than the Specified Time.

Completion of a Utilisation Request

it identifies whether the Utilisation should be by way of Loan or by Letter of Credit (which, if the Utilisation is under the Guarantee Facility, shall be by way of Letter of Credit);

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

in relation to a Loan, the proposed Interest Period complies with Clause 12 (Interest Periods);

in relation to a Letter of Credit:

the form of Letter of Credit is attached;

the Term of the Letter of Credit is not more than 7 Months;

the delivery instructions for the Letter of Credit are specified;

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

it contains a description of the underlying transaction relating to such Letter of Credit and such other information as may be required by any Lender or the Facility Agent.

Currency and amount

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

in the case of a Loan, if the currency selected is the Base Currency, a minimum of EUR 1,000,000 or if less, the Available Participation for the relevant Lender for Facility 1; or

in the case of a Loan, if the currency selected is an Optional Currency, such minimum amount as may be specified by the relevant Lender from time to time (which in the case of US dollars is USD 1,000,000, sterling is GBP 1,000,000, Canadian dollars is CAD 1,000,000 and Swiss francs is CHF 1,000,000) or if less, the Available Participation for the relevant Lender for Facility 1; or

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

the Available Participation for the relevant Lender for Facility 1; and

the Borrowing Base less all Outstandings under Facility 1 (other than the Guarantee Facility Outstandings) which are not due to be repaid on or before the proposed Utilisation Date for the proposed Utilisation.

Rolled In Instruments

The Rolled In Instruments will be treated as Letters of Credit issued under Facility 1 automatically upon the Facility Agent giving notification to the Company and the Lenders under Clause 4.1 (Conditions precedent documents).

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

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

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

Lenders' participation

In determining the amount of the Available Participation for Facility 1 for the purposes of this Agreement, the Available Participation of a Lender under Facility 1 will be calculated ignoring any cash cover provided for outstanding Letters of Credit.

Renewal of a Letter of Credit

A Borrower may request that any Letter of Credit issued on its behalf be renewed by delivery to the relevant Lender of a Renewal Request by the Specified Time.

The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in Clause 5.2(a)(v)(B), (C) and (D) (Completion of a Utilisation Request) shall not apply.

The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

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

its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

If the conditions set out in this Agreement have been met, the relevant Lender shall (without prejudice to the uncommitted nature of the Facilities) amend and re-issue any Letter of Credit pursuant to a Renewal Request.

Revaluation of Letters of Credit

If any Letter of Credit is denominated in an Optional Currency, the Facility Agent shall on each date it receives a Borrowing Base Certificate, recalculate the Base Currency Amount of that Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Facility Agent's Spot Rate of Exchange on the date of calculation.

Overdraft Facilities and the Guarantee Facility

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

an Overdraft Facility; and/or

in the case of the Guarantee Facility Lender, the Guarantee Facility

in each case in place of all or part of that Lender's unutilised Facility 1 Participation (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the relevant Sub-Facility Maximum Amount of that Lender).

A Sub-Facility (other than the Guarantee Facility and the Original Overdraft Facilities) shall not be made available unless, not later than 5 Business Days prior to the commencement date for that Sub-Facility, the Facility Agent has received from the Company:

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

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

the proposed commencement date of the Sub-Facility;

the proposed Lender of that Sub-Facility;

the maximum amount of that Sub-Facility and, in the case of an Overdraft Facility, if it comprises more than one account, its maximum gross amount (that amount being the "Designated Gross Amount") and its maximum net amount (that amount being the "Designated Net Amount"); and

the proposed currency of the Sub-Facility; and

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

Each of the Original Overdraft Facilities and the Guarantee Facility shall be treated as a Sub-Facility under Facility 1 automatically upon the Facility Agent giving notification to the Company and the Lenders under Clause 4.1 (Initial conditions precedent).

No notice or other information as referred to in paragraph (b) above shall be required with respect to the Guarantee Facility and the Original Overdraft Facilities.

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

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

Subject to compliance with paragraph (b) above, a Sub-Facility will be available with effect from the date agreed by the Company and the relevant Lender.

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

A Lender shall be entitled to withdraw and cancel any Overdraft Facility at any time or refuse to allow an Overdraft at any time.

The Guarantee Facility shall cease to be available on the Final Maturity Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

If a Sub-Facility expires or is terminated or is cancelled the relevant Sub- Facility Maximum Amount of the relevant Lender shall be reduced to zero (and its Facility 1 Participation shall be increased accordingly).

Each Borrower and each Lender agrees with and for the benefit of each other Lender that the Outstandings under any Sub-Facility provided by that Lender shall not exceed the Sub-Facility Maximum Amount applicable to that Sub- Facility and where the Sub-Facility is an overdraft facility comprising more than one account, Outstandings under that Sub-Facility shall not exceed the Designated Net Amount in respect of that Sub-Facility.

Adjustment for Sub-Facilities upon acceleration

In this Clause 5.9:

"Facility 1 Outstandings" means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of (i) its participation in each Loan or Letter of Credit then outstanding, and (ii) if the Lender is also a provider of a Sub-Facility, the Outstandings in respect of Sub- Facilities provided by that Lender (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender in respect of the Sub-Facility) provided that no account shall be taken of any Outstandings under the Guarantee Facility; and

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

If a notice is served under Clause 24.21 (Facilities Uncommitted and on Demand) (other than a notice declaring Utilisations to be due on demand), each Lender shall adjust by corresponding transfers (to the extent necessary) their claims in respect of amounts outstanding to them under Facility 1 to ensure that after such transfers the Facility 1 Outstandings of each Lender bear the same proportion to the Total Facility 1 Outstandings as such Lender's Facility 1 Participation (after deducting the Guarantee Facility Maximum Amount in relation to the Guarantee Facility Lender) bears to the Facility 1 Maximum Amount (after deducting the Guarantee Facility Maximum Amount), each as at the date the notice is served under Clause 24.21 (Facilities Uncommitted and on Demand).

If an amount outstanding under a Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (b) above, then each Lender will make a further adjustment by corresponding transfers (to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

Prior to the application of the provisions of paragraph (b) of this Clause 5.9, a Lender that has provided an overdraft comprising more than one account under an Overdraft Facility shall set-off any liabilities owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.

All calculations to be made pursuant to this Clause 5.9 shall be made by the Facility Agent based upon information provided to it by the Lenders.

Each Borrower and each Lender shall, as soon as practicable upon request by the Facility Agent, supply the Facility Agent with any information relating to any Facility as the Facility Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Facility Agent and the other Finance Parties.

Notwithstanding any other term of this Agreement each Lender shall ensure that at all times its Facility 1 Participation is not less than the aggregate of the Sub-Facility Maximum Amounts of the Sub-Facilities provided by it at such times.

UTILISATION - FACILITY 2

Availability of Facility 2

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

A Pre-settlement Facility shall not be made available unless not later than 5 Business Days prior to the commencement date for that Pre-settlement Facility, the Facility Agent has received from the Company:

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

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

the proposed Lender;

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

the proposed currency of the Pre-settlement Facility;

(iii)

The Facility Agent shall promptly notify the Company and the Lenders of the establishment of a Pre-settlement Facility.

No amendment or waiver of a term of any Pre-settlement Facility shall require the consent of any Finance Party other than the relevant Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

Subject to compliance with paragraph (b) above, the Pre-settlement Facility will be available with effect from the date agreed by the Company and the relevant Lender.

Terms of Pre-settlement Facilities

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

However, those terms:

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

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

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

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

must require that the Pre-settlement Facility Maximum Amount is reduced to zero, and that all Pre-settlement Facility Outstandings are repaid (or cash cover provided in respect of all the Pre-settlement Facility Outstandings) not later than the Final Maturity Date (or such earlier date as the Facility 2 Participation of the relevant Lender is reduced to zero).

If there is any inconsistency between any term of a Pre-settlement Facility and any term of this Agreement, this Agreement shall prevail except for (i) Clause 35.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to a Pre-settlement Facility and (ii) a Pre-settlement Facility comprising more than one account where the terms of the Pre-settlement Facility Documents shall prevail.

Interest, commission and fees on Pre-settlement Facilities are dealt with in Clause 13.3 (Interest, commission and fees on Pre-settlement Facilities).

Pre-settlement Facility Outstandings

Each Borrower and each Lender agrees with and for the benefit of each other Lender that the Pre-settlement Facility Outstandings under any Pre-settlement Facility provided by that Lender shall not exceed the Facility 2 Participation of that Lender.

Adjustment for Pre-settlement Facilities upon acceleration

In this Clause 6.4:

"Facility 2 Outstandings" means, in relation to a Lender, the Pre- settlement Facility Outstandings in respect of Pre-settlement Facilities provided by that Lender (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender in respect of the Pre-settlement Facility).

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

If a notice is served under Clause 24.21(b) (other than a notice declaring Utilisations to be due on demand), each Lender shall adjust by corresponding transfers (to the extent necessary) their claims in respect of amounts outstanding to them under each Pre-settlement Facility to ensure that after such transfers the Facility 2 Outstandings of each Lender bear the same proportion to the Total Facility 2 Outstandings as such Lender's Facility 2 Participation bears to the Facility 2 Maximum Amount, each as at the date the notice is served under Clause 24.21(b).

If an amount outstanding under a Pre-settlement Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Lender will make a further adjustment by corresponding transfers (to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

All calculations to be made pursuant to this Clause 6.4 shall be made by the Facility Agent based upon information provided to it by the Facility 2 Lenders.

Information

Each Borrower and each Facility 2 Lender shall, as soon as practicable upon request by the Facility Agent, supply the Facility Agent with any information relating to any Pre-settlement Facility as the Facility Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Facility Agent and the other Finance Parties.

Commitment Amounts

Notwithstanding any other term of this Agreement each Lender shall ensure that at all times its Facility 2 Participation is not less than the aggregate of its Pre-settlement Maximum Amounts.

LETTERS OF CREDIT

Immediately payable

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes payable and no claim (as defined in paragraph (a) of Clause 7.3 (Claims under a Letter of Credit)) has been made in respect of that Letter of Credit or amount outstanding under that Letter of Credit, the Borrower that requested the issue of that Letter of Credit shall repay or prepay that amount immediately.

Fees payable in respect of Letters of Credit

Each Borrower shall pay to each Issuing Lender a Letter of Credit fee in euro calculated at 0.10 per cent. per month on the outstanding amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date.

The accrued Letter of Credit fee on Letters of Credit shall be payable on the last Business Day of each month.

If a Borrower cash covers any part of a Letter of Credit then:

the Letter of Credit fee payable for the account of the relevant Issuing Lender shall continue to be payable until the expiry of the Letter of Credit; and

the Borrower will be entitled to withdraw the interest accrued on the cash cover to pay those letter of credit fees.

Claims under a Letter of Credit

Each Borrower irrevocably and unconditionally authorises each Issuing Lender to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a "claim").

Each Borrower which requested a Letter of Credit shall immediately on demand pay to the relevant Issuing Lender an amount equal to the amount of any claim under that Letter of Credit.

Each Borrower acknowledges that an Issuing Lender:

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

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

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

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

Indemnities

Each Borrower shall immediately on demand indemnify each Issuing Lender against any cost, loss or liability incurred by that Issuing Lender (otherwise than by reason of the Issuing Lender's gross negligence or wilful misconduct) in acting as the Issuing Lender under any Letter of Credit requested by that Borrower.

The obligations of any Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

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

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

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

any amendment (however fundamental) and whether or not more onerous) or replacement of a Finance Document, any Letter of Credit or any other document or security including, without limitation, any change in the purpose of, any extension of, or any increase in, any facility or the addition of any new facility under any Finance Document or other document;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.

BORROWING BASE

Definitions

For the purposes of this Clause 8 (Borrowing Base):

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

"Borrowing Base" has the meaning given to it in Clause 8.2 (Calculation of the Borrowing Base).

"Commodity" means any agricultural commodity including, but not limited to frozen fruit and vegetables, dried fruits, coffee/cocoa, cereals, rice, sugar, soya beans, pulses, seeds, nuts and oils through bakery fats, fruit concentrates, dairy products, seasonings, sweeteners.

"Credit Insured Eligible Receivable" means an Eligible Receivable which is insured pursuant to an insurance policy provided that:

the insurer thereunder is an Acceptable Insurer and such insurance policy is approved by the Security Agent (and for the avoidance of doubt, the insurance policy issued by Atradius (policy number              ) is so approved);

such insurance policy is the subject of first priority Security in favour of the Lenders pursuant to the Transaction Security (subject, in the case of any insurance policy issued by Atradius, to any Security in favour of Atradius arising under its general terms and conditions or under the terms of the relevant policy) and the Security Agent is appointed as loss payee thereunder; and

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

"Designated Warehouse" means each warehouse:

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

approved by the Security Agent

in each case in The Netherlands, the United States of America or England or, with the prior consent of the Facility 1 Lenders, any other OECD Country.

"Eligible Inventory" means any Commodity:

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

to which a Borrower has full unencumbered title;

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

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

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

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

is not owing by debtors who possess rights of set-off or counterclaim or other similar rights against any member of the Group actually exercisable against such receivable;

is not an Intercompany Loan or Intercompany Business Trading Receivable;

is not provisioned;

is not unpaid for a period of more than 30 days (in the case of Credit Insured Eligible Receivables) or 15 days (otherwise) after their due date; and

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

such letter of credit is:

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

payable at a Lender’s counters; and

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

"Open Account Eligible Receivable" means an Eligible Receivable which is not a Credit Insured Eligible Receivable or an L/C Covered Eligible Receivable.

Calculation of the Borrowing Base

The Borrowing Base (the "Borrowing Base") shall be calculated as the aggregate of:

100% of the credit balances on accounts opened by any Borrower with a Lender which are subject to the Security Documents and not subject to any Security for any Financial Indebtedness other than Financial Indebtedness owed under the Finance Documents;

the lesser of 80% of the invoiced amount of Open Account Eligible Receivables and EUR 3,500,000;

90% of the invoiced amount of each Credit Insured Eligible Receivable provided that if the insured percentage as defined in the relevant policy of credit insurance is less than 90% the Security Agent may reduce the first mentioned percentage to the insured percentage;

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

the lesser of:

EUR 4,500,000; and

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

the face amount of each opened import letter of credit with an expiry date of up to 7 months from the date on which such letter of credit was opened in respect of any Commodity in respect of which no binding contract for sale has been entered into by the Borrower; and

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

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

afloat for not more than 60 days after the date specified in the relevant ▇▇▇▇ of lading as the date such Eligible Unsold Inventory was loaded on the relevant vessel provided that the Borrower has under its control a full set of ▇▇▇▇(s) of lading in respect thereof; and

and "Y" means any trade payables owed by the Borrower in relation to such Commodity or Eligible Unsold Inventory; and

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

the face amount of each opened import letter of credit with an expiry date of up to 7 months from the date on which such letter of credit was opened in respect of any Commodity in respect of which a binding contract for sale has been entered into by the Borrower; and

the purchase price payable by the Borrower for Eligible Sold Inventory which is either:

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

afloat for not more than 60 days after the date specified in the relevant ▇▇▇▇ of lading as the date such Eligible Sold Inventory was loaded on the relevant vessel provided that the Borrower has under its control a full set of ▇▇▇▇(s) of lading in respect thereof; and

Borrowing Base Certificate

The Borrower shall supply to the Security Agent a duly completed Borrowing Base Certificate on the second Business Day following the end of the 5^th , 9^th and 13^th week of each calendar quarter or at such other more regular intervals as the Security Agent may reasonably require (and in any event it shall be reasonable to so require if a Default has occurred which is continuing), all in form and substance satisfactory to the Security Agent. The Security Agent shall deliver the Borrowing Base Certificate to the Facility Agent for onward transmission to the Lenders.

REPAYMENT

Repayment of Loans

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

Without prejudice to the Borrowers' obligations under paragraph (a) above, if one or more Loans are to be made available by a Lender to a Borrower:

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

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

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

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

the new Loans shall be treated as having been made available and applied by that Borrower in or towards repayment of the maturing Loan and the Lender will not be required to make its participation in the new Loans available in cash; and

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

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

each Lender will be required to make the new Loans available in cash only to the extent that the new Loans exceed the maturing Loan and the remainder of the new Loans shall be treated as having been made available and applied by that Borrower in or towards repayment of the maturing Loan.

Repayment on breach of Borrowing Base

If at any time, a Borrowing Base Certificate demonstrates that the aggregate of the Base Currency Amount of all Facility 1 Outstandings (other than Outstandings under the Guarantee Facility) exceeds the lesser of the Borrowing Base and the Facility 1 Maximum Amount (after deducting any Guarantee Facility Maximum Amount) following any adjustment to a Base Currency Amount under Clause 5.7 (Revaluation of Letters of Credit), the Security Agent shall promptly notify the Borrowers and the Borrowers shall promptly and in any event within 5 Business Days of the notification from the Security Agent:

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

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

Repayment of Overdraft Outstandings

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

Claims under Letters of Credit

In order to enable a Borrower to comply with its obligations under Clause 7.4(a) (Indemnities), any payment made by a Lender under a Letter of Credit shall be debited to an Overdraft Account of such Borrower, if any. If as a result thereof the relevant Overdraft Facility Maximum Amount is exceeded the Borrower shall repay the amount of such excess within 5 Business Days of the relevant Lender's first written demand.

Repayment of Pre-settlement Facility Outstandings

A Pre-settlement Facility shall cease to be available on the Final Maturity Date Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

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

PREPAYMENT AND CANCELLATION

Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Utilisation or Facility then the Lender may notify the Facility Agent and the Facility Agent shall notify the Borrowers thereof and the Borrowers shall prepay the amounts outstanding to that Lender under the Facilities and all other amounts outstanding the Finance Documents to that Lender (on the last day of the relevant Interest Period in the case of each Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by the relevant Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law)) and/or provide cash cover and/or shall use its best endeavours to procure the release of each Letter of Credit requested by that Borrower which that Lender has issued and which is outstanding at such time.

Voluntary Prepayment

The Borrowers may, subject to payment of Break Costs, prepay any Loan and cancel all or any part of the Facilities on not less than 10 Business Days prior written notice given to the relevant Lender.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Participations except at the times and in the manner expressly provided for in this Agreement.

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

If the Facility Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

If all or part of any Outstanding under a Facility is repaid or prepaid and is not available for redrawing, an amount of the relevant Participation (equal to the Base Currency Amount of the amount of the Outstanding which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the relevant Participations of the Lenders rateably under the relevant Facility.

INTEREST

Calculation of interest on Loans

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Loan Margin; and

Cost of Funds.

Calculation of interest on Overdraft Outstandings

The rate of interest on Overdraft Outstandings for each calendar month is the percentage rate per annum which is the aggregate of:

the Overdraft Margin; and

Cost of Funds.

Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than three Months, on the dates falling at three Monthly intervals after the first day of the Interest Period).

Interest on amounts standing to the debit on the Overdraft Account shall accrue from day to day, shall be due and payable on the last day of each calendar quarter, and shall be added to the Overdraft Outstandings.

Payment of interest on any Overdraft Account or Loan due by the relevant Borrower to a Lender in accordance with paragraph (a) and (b) above may be effected by that Lender debiting the same to the relevant Overdraft Account held with that Lender and each Borrower hereby irrevocably authorises the Lenders to so debit such amounts, which authorisation permits the Lenders to (also) act as a Borrower's counterparty within the meaning of Article 3:68 of the Dutch Civil Code.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document (other than in respect of an Overdraft Outstanding) on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the relevant Lender (acting reasonably). Any interest accruing under this Clause 11.4 shall be immediately payable by the relevant Borrower on demand by the relevant Lender.

If an Obligor fails to pay any amount payable by in respect of an Overdraft Outstanding on its due date (including but not limited to any amount required to be paid by such Obligor to ensure compliance with any overdraft limits agreed upon in respect of Overdraft Accounts), interest shall accrue daily on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is one per cent higher than the rate which is then payable on Overdraft Outstandings in accordance with Clause 11.2 (Calculation of interest on Overdraft Outstandings). Any interest accruing under this Clause 11.4 shall be immediately payable by the relevant Borrower on demand by the relevant Lender.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notification of rates of interest

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

ABN AMRO Bank N.V. shall inform the Company of its Cost of Funds monthly.

INTEREST PERIODS

Selection of Interest Periods

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 12, a Borrower (or the Company on behalf of a Borrower) may select an Interest Period of two or three weeks or one, two, three or six Months or any other period agreed between the Company and the relevant Lender. If a Borrower (or the Company on behalf of a Borrower) fails to select an Interest Period, the relevant Interest Period will be one Month.

Each Interest Period for a Loan shall start on the Utilisation Date (or if already made) on the last day of its preceding Interest Period.

A Loan has one Interest Period only.

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Break Costs

Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

FEES

Arrangement fee

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

Security Agent fee

The Company shall pay to the Security Agent (for its own account) the Security Agent fee in the amount and at the times agreed in a Fee Letter.

Documentary agent fee

The Company shall pay to the ING Bank N.V. as the documentary agent a fee in the amount and at the times agreed in a Fee Letter.

Interest, commission and fees on Pre-settlement Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Pre-settlement Facility shall be determined by agreement between the relevant Lender and the Borrower of that Pre-settlement Facility based upon normal market rates and terms.

TAX GROSS UP AND INDEMNITIES

Tax gross-up

All payments to be made by an Obligor to any Finance Party under the Finance Documents shall be made free and clear of and without deduction for or on account of tax unless such Obligor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by such Obligor (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

Tax indemnity

Without prejudice to Clause 14.1 (Tax gross up), if any Finance Party suffers any loss, liability or cost in respect of any tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of tax to be received or receivable by such Finance Party whether or not actually received or receivable) the Company shall, within 3 Business Days of demand of such Finance Party, promptly indemnify the Finance Party against a loss, liability or cost, provided that this Clause 14.2 shall not apply to:

any tax imposed on or calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated, or if different, the jurisdiction in which that Finance Party treated as resident for tax purposes; or

any tax imposed on or calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located.

U.S. tax

Any term or provision of this Clause 14 (Tax Gross-Up and Indemnities) or any other term in this Agreement or any Finance Document notwithstanding, an Obligor making a payment with respect to advances made under this Agreement to a U.S. Borrower shall not be required to pay any additional amount pursuant to Clause 14.1 (Tax gross-up) or Clause 14.2 (Tax indemnity) in respect of U.S. Tax with respect to an amount payable by it on payments of interest pursuant to this Agreement to a Finance Party to the extent such U.S. Tax is imposed because of any of the conditions described in Clause 14.3(a)(i) or (ii) applies:

(i)

A condition is described in this Clause 14.3(a)(i) if a Finance Party fails to provide prior to the first payment to be made pursuant to this Agreement after such Finance Party becomes a Party, as relevant, (A) an IRS Form W-9, (B) an IRS Form W-8ECI, (C) an IRS Form W- 8BEN claiming a complete exemption under an applicable double tax treaty from U.S. withholding taxes on payments made pursuant to this Agreement, (D) an IRS Form W-8BEN accompanied by a statement certifying that the Finance Party is not (1) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (2) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a "controlled foreign corporation" that is related to the U.S. Borrower within the meaning of Section 881(c)(3)(C) of the Code) or (E) any other IRS forms or certifications that establish the Finance Party is entitled to a complete exemption from U.S. withholding taxes on payments made pursuant to this Agreement (each such IRS form, including the statement described in Clause 14.3(a)(i)(D), along with any successor forms being a "Withholding Tax Form"). Withholding Tax Forms may be provided directly or attached to an IRS Form W- 8IMY, as appropriate.

 A condition is described in this Clause 14.3(a)(ii) if a Finance Party fails to provide subsequent Withholding Tax Forms (A) upon reasonable request of a U.S. Borrower, unless legally unable to do so as a result of a change in (or in the interpretation, administration or application of) any law or double tax treaty, or any published practice or published concession of any relevant taxing authority subsequent to becoming a Finance Party to this Agreement, or (B) upon the Finance Party taking any actions that cause the previously provided Withholding Tax Forms to no longer adequately establish an exemption from withholding.

Notwithstanding this Clause 14.3(a)(i) and (ii), if, at the time of transfer or assignment of any of its rights or obligations under the Finance Documents or a change in its Facility Office, the Finance Party making such transfer or assignment or change in its Facility Office has provided the necessary Withholding Tax Forms so that the conditions described in Clause 14.3(a)(i) and (ii) do not apply, but nonetheless, based on the law at the time of transfer, assignment or change in Facility Office, the Obligor is obliged to pay additional amounts pursuant to Clause 14.1 (Tax gross-up) or Clause 14.2 (Tax indemnity), then the transferee, assignee or Finance Party acting through its new Facility Office shall be entitled to receive the benefits of Clause 14.1 (Tax gross-up) or Clause 14.2 (Tax indemnity) to the same extent as the transferor, assignor or Finance Party acting through its old Facility Office so long as it provides whatever Withholding Tax Forms it is legally able to provide establishing whatever exemption or reduction in U.S. withholding taxes it may be eligible for. The amount payable to the transferee, assignee or Finance Party acting through its new Facility Office immediately following the transfer, assignment or change in Facility Office shall not exceed the amount payable to the Finance Party making such transfer, assignment or change in its Facility Office.

Notification of requirement to deduct Tax

If, at any time, an Obligor is required by law to make any deduction or withholding from any sum payable by it under the Finance Documents (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated), such Obligor shall promptly notify the Facility Agent. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Company and the Obligor.

Evidence of payment of Tax

If an Obligor makes any payment under the Finance Documents in respect of which it is required to make any deduction or withholding, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the relevant Finance Party, within thirty days after it has made such payment to the applicable authority, an original receipt (or a certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld in respect of that Lender's share of such payment.

FATCA

The Company and the Original Lenders agree that by no later than 1 October 2013 they will discuss in good faith on how to avoid the risk that payments made under the Facilities will be subject to withholding tax under FATCA.

In the event that after the discussions in paragraph (a) above there is no agreement between the Company and the Original Lenders, the Company agrees to procure the resignation of Tradin Organics USA Inc. and the repayment by Tradin Organics USA Inc. of all outstanding amounts under this Agreement and any Finance Document.

Tradin Organics USA Inc. hereby agrees that it will resign and repay all outstanding amounts under this Agreement and any Finance Document in the event that it is required to do so pursuant to paragraph (b) above.

Notwithstanding the provisions of paragraph (a) of Clause 9.1 (Repayment of Loans), each of the Company and Tradin Organics USA Inc. agrees that any repayment to be made pursuant to paragraph (b) above shall be made to avoid any FATCA related withholding tax payments on such dates so as to minimise Break Costs but in any event no later than the latest date required to avoid such withholding tax.

Tax and other affairs

No provision of this Agreement shall interfere with the right of any Finance Party to arrange its tax or any other affairs in whatever manner it thinks fit, oblige any Finance Party to claim any credit, relief, remission or repayment in respect of any payment under Clause 14.1 (Tax gross up) in priority to any other credit, relief, remission or repayment available to it nor oblige any Finance Party to disclose any information relating to its tax or other affairs or any computations in respect thereof.

Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Secured Party and the Arranger against any cost, loss or liability that Secured Party or Arranger incurs in relation to all stamp duty, registration, excise and other similar Taxes payable in respect of any Finance Document or the transactions occurring under any of them.

Value added tax

All amounts set out, or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Survival of obligations

Without prejudice to the survival of any other section of this Agreement, the agreements and obligations of each Obligor and each Finance Party contained in this Clause 14 shall survive the payment in full by the Obligors of all obligations under this Agreement and the termination of this Agreement.

INCREASED COSTS

Increased costs

Subject to Clause 15.3 (Exceptions) the Company shall, within three Business Days of a demand by the relevant Finance Party, pay for the account of that Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date of this Agreement; or

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

the implementation or application of, or compliance with, Basel III or any law or regulation that implements or applies Basel III

provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall in each case be deemed to be have been introduced after the date of this Agreement, regardless of the date enacted, adopted or issued.

In this Agreement:

"Increased Costs" means:

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

an additional or increased cost; or

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

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Participation or a Pre-settlement Facility or funding or performing its obligations under any Finance Document or Letter of Credit; and

"Basel III" means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Company of the event giving rise to the claim.

Each Finance Party shall, as soon as practicable after a demand by the Company, provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a deduction or withholding for or on account of Tax from a payment under a Finance Document required by law to be made by an Obligor;

compensated for by Clause 14.2 (Tax indemnity) (or would have been compensated for under Clause 14.2 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 14.2 (Tax indemnity) or paragraph (a) of Clause 14.3 (U.S. tax) applied);

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

incurred or suffered by a Lender more than 6 months prior to the date on which it gives notice thereof under Clause 15.2(a) (Increased cost claims).

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

making or filing a claim or proof against that Obligor;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Secured Party and the Arranger against any cost, loss or liability incurred by that Secured Party or Arranger as a result of:

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

Indemnity to the Facility Agent

The Company shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

Indemnity to the Security Agent

Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

the taking, holding, protection or enforcement of the Transaction Security;

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

The Security Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 16.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

Evidence of costs

Any demand for payment under this Clause 16 shall be accompanied by reasonable supporting evidence explaining how the costs have been incurred.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 14 (Tax gross-up and indemnities), Clause 15 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

The Company shall promptly on demand pay the Facility Agent, the Arranger and the Security Agent the amount of all costs and expenses (including, but not limited to, pre-agreed legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 31.9 (Change of currency), the Company shall, within three Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including, but not limited to, legal fees) reasonably incurred by the Facility Agent and the Security Agent (and in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement, to the extent pre-agreed with the Company.

Security Agent's ongoing costs

In the event of (i) the occurrence of a Default or (ii) the Security Agent considering it necessary or expedient or (iii) the Security Agent (acting reasonably) being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Company agree to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents, the Company shall pay to the Security Agent any additional remuneration that may be agreed between them.

If the Security Agent and the Company fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Company or, failing approval, nominated (on the application of the Security Agent) by the President of the Chamber of Commerce in Amsterdam (the costs of the nomination and of the investment bank being payable by the Company) and the determination of any investment bank shall be final and binding upon the parties to this Agreement.

Enforcement and preservation costs

The Company shall, within three Business Days of demand, pay to each Secured Party and the Arranger the amount of all costs and expenses (including, but not limited to, legal fees) incurred by that Secured Party and the Arranger in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally by way of an independent guarantee (onafhankelijke garantie):

guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations under the Finance Documents;

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Finance Document or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Guarantor Intent

Without prejudice to the generality of Clause 19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

Deferral of Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and Indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full for the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 31 (Payment mechanics).

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

Waiver

To the extent that this guarantee would unintendedly be deemed to qualify as a suretyship (borgtocht) under Article 7:850 of the Dutch Civil Code, the effects under Dutch law of such qualification do not apply and each Guarantor will not have any defence which it would otherwise have had solely on the basis that it would have been a surety (borg) under Article 7:850 of the Dutch Civil Code.

Each Guarantor hereby waives all its rights and defences as set out in Section 7:852 (1), (2) and (3), Section 7:853 and Section 7:855 Dutch Civil Code and all its rights and defences as set out in Section 6:139 and Section 6:154 Dutch Civil Code as well as all other rights and defences accorded to it by law or otherwise including, without limitation, the right of set-off, insofar as such a waiver is permitted by mandatory provisions of law.

Dutch Guarantee Limitations

Notwithstanding any other provision of this Clause 19, the guarantee, indemnity and other obligations of any Guarantor incorporated in The Netherlands (each a "Dutch Guarantor") expressed to be assumed by it in this Clause 19.11 shall be deemed not to be assumed by such Dutch Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98(c) Dutch Civil Code and/or Article 2:207(c) Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction and the provisions of this Agreement and the other Finance Documents shall be construed accordingly.

Guarantee Limitation – Fraudulent Conveyance

Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor's obligations under this Agreement subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar laws.

REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party on the date of this Agreement.

Status

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

The obligations expressed to be assumed by it in each Finance Document are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations.

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

any law or regulation applicable to it;

its or any of its Subsidiaries' constitutional documents; or

any agreement or instrument binding upon it or any of its assets in a way that could reasonably be expected to have a Material Adverse Effect.

Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

Validity and admissibility in evidence

All Authorisations required or desirable:

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in each Relevant Jurisdiction,

have been obtained or effected and are in full force and effect.

Governing law and enforcement

Subject to the Legal Reservations, the choice of governing law of each of the Finance Documents will be recognised and enforced in each Relevant Jurisdiction.

Subject to the Legal Reservations, any judgment obtained in The Netherlands in relation to a Finance Document will be recognised and enforced in each Relevant Jurisdiction.

Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document provided that, with respect to payments by or on behalf of a U.S. Borrower, a Withholding Tax Form has been provided by the relevant Finance Party and such Finance Party is not subject to withholding under FATCA.

No filing or stamp taxes

Under the law of each Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

No default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.

No misleading information

Any written factual information provided by any member of the Group pursuant to or in connection with the Finance Documents is true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

Nothing has occurred or been omitted from the information provided and no information has been given or withheld that results in the information provided being untrue or misleading in any material respect.

All written information supplied by any member of the Group is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect.

Financial statements

Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

Its Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of the Company) during the relevant financial year.

There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Company) since the date on which its Original Financial Statements are stated to have been prepared.

Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, could reasonably be expected to have a Material Adverse Effect has been started or (to the best of its knowledge and belief) threatened against any member of the Group (or against the directors of any member of the Group).

Insolvency

No:

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings); or

creditors' process described in Clause 24.8 (Creditors' process),

has been taken or is threatened in relation to a member of the Group; and none of the circumstances described in Clause 24.6 (Insolvency) applies to a member of the Group.

No breach of laws

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or could reasonably be expected to have a Material Adverse Effect.

Financial Indebtedness

Neither it nor any of its Subsidiaries has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

Environmental compliance

Each member of the Group has performed and observed in all material respects all Environmental Law, Environmental Permits and all other material covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge of any toxic or hazardous substance in connection with any real property which is or was at any time owned, leased or occupied by any member of the Group or on which any member of the Group has conducted any activity where failure to do so could reasonably be expected to have a Material Adverse Effect.

Environmental Claims

No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group where that claim could be reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

Taxation

It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties (except to the extent that (i) payment is being contested in good faith, (ii) it has maintained adequate reserves for those Taxes and (iii) payment can be lawfully withheld).

It is not materially overdue in the filing of any Tax returns.

No claims are being or are reasonably likely to be asserted against it with respect to Taxes.

It has properly filed or caused to be filed (and, where applicable, has been included in) all material U.S. Tax returns, reports and statements (whether federal, state, local or otherwise) applicable to it in all jurisdictions in which such returns, reports and statements are required to be filed. All such U.S. Tax returns are correct and complete in all material respects.

It has paid all material U.S. Taxes due whether or not shown on any tax return, together with applicable interest and penalties, except to the extent such U.S. Taxes are contested in good faith by proper proceedings which stay the imposition of any penalty, fine or lien resulting from the non-payment of such U.S. Taxes and with respect to which adequate reserves have been set aside for the payment of such U.S. Taxes.

No Immunity

In any proceedings taken in a Relevant Jurisdiction in relation to the Finance Documents, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

Security

No Security exists over all or any of the present or future assets of any member of the Group other than any Security permitted under Clause 23.3 (Negative Pledge).

Ranking

Subject to any Security permitted under paragraphs (c)(iii), (iv), (v), (vi) and (x) of Clause 23.3 (Negative Pledge), the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

Transaction Security

Each Security Document to which it is a party validly creates the Security which is expressed to be created by that Security Document and evidences the Security it is expressed to evidence.

Good title to assets

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

Legal and beneficial owner

It is the absolute legal owner and beneficial owner of the assets subject to the Transaction Security.

Group Structure

The Group Structure Chart delivered to the Facility Agent pursuant to Schedule 2 (Conditions Precedent) is true, complete and accurate.

Ownership of the Obligors

Each Obligor (other than the Company) is a wholly-owned Subsidiary of the Company.

Ownership of the Company

The Company is under the control of SunOpta Inc.

Tax Notice

No notice under Article 36 Tax Collection Act (Invorderingswet 1990) has been given by any member of the Group.

Centre of main interests and establishments

It has its' "centre of main interests" (as that term is used in Article 3(1) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the "Regulation") in its jurisdiction of incorporation;

The Original Obligors have an "establishment" (as defined in Article 2(h) of the Regulation) in Germany and France.

ERISA and Multiemployer Plan

No ERISA Event has occurred, is continuing, or is reasonably likely to occur with respect to which any Obligor or ERISA Affiliate has or is reasonably likely to incur any liability.

Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect.

Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification).

There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect.

Neither any Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect.

There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of any Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect.

Each Obligor and ERISA Affiliate has made all material contributions to or under each such Employee Plan it is required by law to make within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan, except where any failure to comply would not reasonably be expected to have a Material Adverse Effect.

Neither any Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions.

To the knowledge of each Obligor and each ERISA Affiliate, no Multiemployer Plan is or is reasonably likely to become insolvent or is in reorganization for purposes of Title IV of ERISA, except where any such insolvency or reorganization would not reasonably be expected to have a Material Adverse Effect.

Federal Reserve Regulations

No Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

None of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Loans or other extensions of credit under this Agreement to be considered a "purpose credit" within the meaning of Regulation U or Regulation X.

Investment Companies

No Obligor, person controlling an Obligor or Subsidiary of an Obligor is or is required to be registered as an "investment company" under the U.S. Investment Company Act of 1940 (the "1940 Act").

Repetition

The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:

the date of each Utilisation Request and the first day of each Interest Period; and

in the case of an Additional Obligor, the day on which it becomes (or it is proposed that it becomes) an Additional Obligor.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Facility is in force.

Financial statements

The Company shall supply to the Facility Agent in sufficient copies for all the Lenders:

as soon as the same become available, but in any event within 30 days after the end of the first, second and third quarter of each of its financial years the consolidated financial statements of the Company for that quarter containing a balance sheet, a profit and loss statement and a consolidation statement;

as soon as the same become available, but in any event within 60 days after the end of the fourth quarter of each of its financial years the consolidated financial statements of the Company for that quarter containing a balance sheet, a profit and loss statement and a consolidation statement;

as soon as the same become available, but in any event within 180 days after the end of each of its financial years, or in the case of the audited consolidated financial statements for its financial year ended 31 December 2011, 270 days after the end of such financial year, the audited consolidated financial statements of the Company for that financial year containing a balance sheet and profit and loss statement including (a summary of) the president's report, a consolidation sheet - audited special purposes report;

as soon as the same become available, but in any event within 270 days after the end of each of its financial years the audited financial reports of Tradin Organic Agriculture B.V. and Trabocca B.V. for that financial year; and

as soon as the same become available, but in any event within 270 days after the end of each of its financial years the unaudited financial reports of Tradin Organics USA Inc. and SunOpta Foods Europe B.V. for that financial year.

Compliance Certificate

The Company shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial covenants) as at the date at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by a managing director of the Company.

Requirements as to financial statements

Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date at which those financial statements were drawn up.

The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.1 (Financial statements) is prepared using generally accepted accounting principles and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in those generally accepted accounting principles or the accounting practices or reference periods, and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent:

a description of any change necessary for those financial statements to reflect the generally accepted accounting principles, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.

If the Company notifies the Facility Agent of a change in accordance with paragraph (b) above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing:

whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,

and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

Any reference in this Agreement to "those financial statements" shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

ERISA-Related Information

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

promptly and in any event within 15 days after any Obligor or any ERISA Affiliate files a Schedule B (or such other schedule as contains actuarial information) to IRS Form 5500 in respect of an Employee Plan with Unfunded Pension Liabilities, a copy of such IRS Form 5500 (including the Schedule B);

promptly and in any event within 15 days after any Obligor or any ERISA Affiliate knows or has reason to know that any ERISA Event which, individually or when aggregated with any other ERISA Event, would reasonably be expected to have a Material Adverse Effect has occurred, the written statement of the Chief Financial Officer of such Obligor or ERISA Affiliate, as applicable, describing such ERISA Event and the action, if any, which it proposes to take with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event; provided that, in the case of ERISA Events under paragraph (e) of the definition thereof, the 15-day period set forth above shall be a ten-day period, and, in the case of ERISA Events under paragraph (b) of the definition thereof, in no event shall notice be given later than the occurrence of the ERISA Event;

promptly, and in any event within 15 days, after becoming aware that there has been (i) a material increase in Unfunded Pension Liabilities, taking into account only Employee Plans with positive Unfunded Pension Liabilities; (ii) the existence of potential withdrawal liability under Section 4201 of ERISA, if each Obligor and its ERISA Affiliates were to completely or partially withdraw from all Multiemployer Plans; (iii) the adoption of, or the commencement of contributions to, any Employee Plan subject to Section 412 of the Code by any Obligor or any ERISA Affiliate; or (iv) the adoption of any amendment to an Employee Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Obligor, a detailed written description thereof from the Chief Financial Officer of each affected Obligor or ERISA Affiliate, as applicable; and

copies of (i) any documents described in Section 101(k)(1) of ERISA that an Obligor or any ERISA affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that an Obligor or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that, the Obligor or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan upon written request by the Lender and in any event at least annually not later than the anniversary date of the date hereof, and shall provide copies of such documents and notices promptly after receipt thereof.

Information: miscellaneous

The Company shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

all documents despatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group (or against the directors of any member of the Group), and which could result in a claim against any member of the Group in an aggregate amount of EUR 250,000 (or an equivalent amount in any other currency) or more;

promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Facility Agent) may reasonably request;

promptly in case it enters into any agreement for the acquisition of any company, business or undertaking including details of the relevant company business or undertaking and the price to be paid (including any assumed indebtedness) in respect thereof and any other information in relation thereto as the Facility Agent might reasonably require;

promptly of any direct or indirect change in ownership of the Company;