SECOND WAIVER AND AMENDING AGREEMENT

SECOND WAIVER AND AMENDING AGREEMENT

This second waiver and amending agreement is made as of the 11th day of July, 2008

A M O N G

SUNOPTA INC.
SUNOPTA LP
SUNOPTA FOOD GROUP LLC

as Borrowers

and

EACH OF THE FINANCIAL INSTITUTIONS
AND OTHER ENTITIES FROM TIME TO TIME
PARTIES HERETO
as Lenders

and

CERTAIN AFFILIATES OF
THE BORROWERS
as Obligors

and

BANK OF MONTREAL
as Agent

and

HARRIS N.A.
as US Security Agent and
as US Administrative Agent

WITNESSES THAT WHEREAS:

(a)

the Lenders severally made credit facilities available to the Borrowers on the terms and conditions set out in a fourth amended and restated credit agreement dated as of July 4, 2007 among the Borrowers, the Lenders, the Obligors, the Agent and the US Security Agent, as amended including without limitation as amended pursuant to an extension agreement dated as of June 25, 2008 (the " Credit Agreement ");

(b)

the parties hereto entered into a waiver agreement dated as of April 30, 2008 (the “ Waiver Agreement ”) pursuant to which the Agent and the Lenders temporarily waived the requirements of the Obligors to deliver certain financial and other information under Section 9.4 of the Credit Agreement;

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(c)

the Borrower is not currently in compliance with certain financial covenants and reporting covenants contained in the Credit Agreement; and

(d)

the parties to the Credit Agreement have agreed to amend the Credit Agreement in the manner set forth herein in order to, among other things, provide certain waivers and amend certain covenants and definitions contained in the Credit Agreement.

NOW THEREFORE , in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties covenant and agree as follows:

SECTION 1
INTERPRETATION

1.1

Definitions from Credit Agreement .  Capitalized terms defined in the Credit Agreement have the same meanings in this second waiver and amending agreement unless otherwise defined herein or the context expressly or by necessary implication requires otherwise.  This second waiver and amending agreement is referenced herein as the " Amending Agreement ".  For greater certainty, this Amending Agreement amends the Credit Agreement and the term "Agreement", as defined in the Credit Agreement, includes (unless the context expressly or by necessary implication requires otherwise) this Amending Agreement to the extent of such amendments.  For purposes of this Amending Agreement, the term " Amending Agreement Closing Date " means July 11, 2008.

1.2

Headings .  The insertion of headings in this Amending Agreement is for convenience of reference only and shall not affect the interpretation of this Amending Agreement.

SECTION 2
WAIVERS

2.1

Representations and Warranties re Certain Covenants. The Borrower hereby represents and warrants that:

(a)

the Funded Debt to EBITDA Ratio of the Consolidated Borrower for the period ending December 31, 2007 is in excess of the ratio of 3.00:1.00 required pursuant to Section 9.3(a) of the Agreement;

(b)

the Funded Debt to EBITDA Ratio of the Consolidated Borrower for the period ending March 31, 2008 is in excess of the ratio of 3.00:1.00 required pursuant to Section 9.3(a) of the Agreement;

(c)

it did not deliver to the Agent and the Lenders, within 60 days of the end of the first Fiscal Quarter of 2008, the quarterly financial information and compliance certificate required to be delivered pursuant to Section 9.4(a) of the Credit Agreement;

(d)

it did not deliver to the Agent and the Lenders, within 120 days of the end of Fiscal Year 2007, the annual audited financial statements of the Consolidated Borrower and all such other financial and reporting information required to be delivered pursuant to Section 9.4(c) of the Agreement; and

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(e)

it did not deliver to the Agent and the Lenders, within 120 days of the end of Fiscal Year 2007, the financial and other information in respect of SunOpta Food Group and LP required to be delivered pursuant to Section 9.4(d) of the Credit Agreement.

2.2

Waiver of Funded Debt to EBITDA Ratio .  The Agent and the Lenders hereby waive, for the periods indicated below only, the requirements under Section 9.3(a) of the Agreement that:

(a)

the Funded Debt to EBITDA Ratio of the Consolidated Borrower be less than 3.00:1.00 for the period ended December 31, 2007; and

(b)

the Funded Debt to EBITDA Ratio of the Consolidated Borrower be less than 3.00:1.00 for the period ended March 31, 2008.

For greater certainty, each of the Lenders and the Agent acknowledge, agree and confirm in favour of the Borrowers that, as a result of the waiver provided in this Section 2.2, there are and will be no Defaults arising from the covenant calculations contemplated by Section 9.3(a) of the Credit Agreement for the period ending December 31, 2007 only and for the period ending March 31, 2008 only.

2.3

Quarterly Consolidated Financial Statements .  The Agent (on the direction of the Majority Lenders by virtue of the execution of this Amending Agreement by the Majority Lenders) hereby waives, subject to what is stated below, the requirement under Section 9.4(a) of the Credit Agreement that the Borrowers deliver to the Agent on or before May 31, 2008 the quarterly financial information and compliance certificate for the first Fiscal Quarter of 2008 contemplated by Section 9.4(a) of the Credit Agreement.  The waiver provided for herein is a temporary waiver only and the Borrowers covenant and agree that they will deliver to the Agent, on or before July 31, 2008, all of the financial information and the compliance certificate in respect of the first Fiscal Quarter of 2008 as is contemplated in Section 9.4(a) of the Credit Agreement.  The Borrowers acknowledge, consent and agree that failure to deliver to the Agent the information contemplated by Section 9.4(a) of the Credit Agreement on or before July 31, 2008 shall constitute a Default for purposes of the Credit Agreement and, notwithstanding Section 10.1(c)(i) of the Credit Agreement, there shall be no cure period available in respect of the failure to deliver the required information by such date.

2.4

SunOpta Annual Financial Statements .  The Agent (on the direction of the Majority Lenders by virtue of the execution of this Amending Agreement by the Majority Lenders) hereby waives, subject to what is stated below, the requirement under Section 9.4(c) of the Credit Agreement that SunOpta deliver to the Agent on or before April 30, 2008 the financial information for Fiscal Year 2007 contemplated by Section 9.4(c) of the Credit Agreement.  The waiver provided for herein is a temporary waiver only and SunOpta covenants and agrees that it will deliver to the Agent, on or before July 31, 2008, all of the financial information required to be delivered to the Agent in respect of Fiscal Year 2007 as is contemplated in Section 9.4(c) of the Credit Agreement.  The Borrowers acknowledge, consent and agree that failure to deliver to the Agent the information contemplated by Section 9.4(c) of the Credit Agreement on or before July 31, 2008 shall constitute a Default for purposes of the Credit Agreement and, notwithstanding Section 10.1(c)(i) of the Credit Agreement, there shall be no cure period available in respect of the failure to deliver the required information by such date.

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2.5

SunOpta Food Group Annual Financial Statements and LP Annual Tax Statement .  The Agent (on the direction of the Majority Lenders by virtue of the execution of this Amending Agreement by the Majority Lenders) hereby waives, subject to what is stated below, the requirement under Section 9.4(d) of the Credit Agreement that SunOpta Food Group and LP, as applicable, deliver to the Agent on or before April 30, 2008 the financial and other information for Fiscal Year 2007 contemplated by Section 9.4(d) of the Credit Agreement.  The waiver provided for herein is a temporary waiver only and each of SunOpta Food Group and LP, as applicable, covenant and agree that it will deliver to the Agent on or before July 31, 2008, all of the financial and other information required to be delivered in respect of Fiscal Year 2007 as is contemplated in Section 9.4(d) of the Credit Agreement.  The Borrowers acknowledge, consent and agree that failure to deliver to the Agent the information contemplated by Section 9.4(d) of the Credit Agreement on or before July 31, 2008 shall constitute a Default for purposes of the Credit Agreement and, notwithstanding Section 10.1(c)(i) of the Credit Agreement, there shall be no cure period available in respect of the failure to delivery the required information by such date.

SECTION 3
AMENDMENTS TO DEFINITIONS

3.1

Revised Definitions .  Section 1.1 of the Credit Agreement is hereby amended as follows:

(a)

the definition of " Facility E Revolving Period Maturity Date " is hereby amended such that reference therein to "July 3, 2008" is hereby deleted and replaced with reference to "June 29, 2009".  For greater certainty, the maturity date in respect of the Facility E revolving period is being extended from July 3, 2008 to June 29, 2009; and

(b)

the definition of " Maturity Date " is hereby amended such that all references therein to “July 31, 2008” are hereby deleted and replaced with reference to “June 29, 2009”.  For greater certainty, the Maturity Date in respect of each of Facility A and Facility B is being extended from July 31, 2008 to June 29, 2009.

SECTION 4
AMENDMENTS TO INTEREST, FEES AND PRICING GRID

4.1

Premium Interest.  The text of Section 4.4(d) of the Credit Agreement is hereby amended such that  (a) the word "and" is deleted at the end of clause (ii) thereof;  (b) the text of clause (iii) thereof is hereby deleted; and (c) the following text is added as clauses (iii), (iv), (v) and (vi) thereof:

"(iii)

50 basis points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 3.25:1.00 but less than 3.50:1.00 in respect of the Subject Fiscal Quarter;

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(iv)

100 basis points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 3.50:1.00 but less than 3.75:1.00 in respect of the Subject Fiscal Quarter"

(v)

150 basis points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 3.75:1.00 but less than 4.25:1.00 in respect of the Subject Fiscal Quarter;

(vi)

175 basis points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 4.25:1.00 but less than 4.75:1.00 in respect of the Subject Fiscal Quarter; and

(vii)

250 basis points if the Funded Debt to EBITDA Ratio of the Consolidated Borrower, as calculated below, is greater than or equal to 4.75:1.00 in respect of the Subject Fiscal Quarter.”

For greater certainty, the parties acknowledge that the revised pricing in respect of Facility C referred to immediately above is effective as of April 30, 2008.

4.2

Commitment Fee.  The text of Section 4.7 of the Credit Agreement is hereby deleted in its entirety and replaced with the following text:

(a)

SunOpta Food Group shall, commencing July 1, 2008, pay to the US Administrative Agent, on behalf of the Lenders in respect of Facility B, quarterly in arrears on the last Business Day of each Fiscal Quarter, a commitment fee equal to the relevant rate per annum set out in the Pricing Grid calculated daily during such quarter on the Facility B Unutilized Portion and on the basis of a year of 360, 365 or 366 days, as the case may be.

(b)

Each applicable Borrower shall pay to the Agent at the Agent’s Account for Payments, for the account of the applicable Lenders on a Credit Facility by Credit Facility basis in respect of Facility A and Facility E, quarterly in arrears on the last Business Day of each Fiscal Quarter, a commitment fee equal to the relevant rate per annum set out in the Pricing Grid, calculated daily during such quarter, on the Facility A Unutilized Portion and the Facility E Unutilized Portion, as applicable, and on the basis of a year of 360, 365 or 366 days, as the case may be.

4.3

Applicable Pricing.   Section 4.8 of the Credit Agreement is hereby amended such that the Pricing Grid contained therein is hereby deleted in its entirety and is replaced with the Pricing Grid and the text set out below:

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For greater certainty, the parties acknowledge that the revised pricing referred to in the Pricing Grid above is effective as of April 30, 2008.

SECTION 5
AMENDMENT TO COVENANTS

5.1

Funded Debt to EBITDA Ratio .  The text of Section 9.3(a) of the Agreement is hereby deleted in its entirety and is replaced with the following text:

"The Funded Debt to EBITDA Ratio of the Consolidated Borrower shall, at all times for the relevant periods indicated below, be less than or equal to:

(i)

5.45:1.00 by June 30, 2008;

(ii)

5.20:1.00 by September 30, 2008;

(iii)

3.50:1.00 by December 31, 2008;

(iv)

3.35:1.00