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Home My WebLink About922872 ~:~¡w:,;:·;..;:_,~.:·:¡ ~::::? '.~;:" ¡.:::~. .}:ii: ·:':!!I~~1~i!i~;!'·: '; ;"~··:~N·j'>: .';'~:~:I?~~.;': '. "'"'''''''~'~''''' . ~~ :~:~~~:~:!¡t:~> ":~~:'~:':~:~:' >:. ;::~:g;:¡~::::::: . ...~1&~....,,'. ,')f:~¡tl¡::::;" ./:" ¡:?,: ':;::\. .'..... :.:.:... ~:::~: ',',... .,....... . ,....., .~~~~:: ..:;¡~> ..~. . ::::;~: :':'::~y . :::.:: . . ~i:'''', r::.~·. 000226 RECEIVED 9/28/2006 at 10:43 AM RECEIVING t# 922872 BOOK: 635 PAGE: 226 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER. WY " SEVENTH SUPPLEMENT TO MORTGAGE AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTs Dated as of September 13,2006 From SUNOPfA INGREDIENTS INC., as successor by merger with Northern Food and Dairy, Inc. To (the "Mortgagor") HARRIs N.A., as successor by merger with Harris Trust and Savings Bank (Wyoming) (the "Mortgagee") This instrument was prepared by: Daniel W. Baker, Esq. Chapman and Cutler LLP III West Monroe Street Chicago, Illinois 60603 (312) 845-3790 2110619.01.05.doc 1550193 RETURN TO C [199 Weat Z- Avenue FiÙODt-~ir..an.nu~ o. Alton, Wyoming 83110] pnm~~LS (CH) =Ollet Mall, Suite 1900 .. ¡ ':: ~;:::~::~:{;': .'¡..,...-.,......'. ..: :~:;;'~i~~i~8~~· .. '.-1·...'..· :.,;.:~:;::~::::..:~, ·;;\:'1)1; . ,.-: ". ·..:::~~:i::;::;:: . .', ·1:....·.·... ~.:.;.~.~:.:.;;:~; .·;·..·¡7ò..~·.· :...!':..:,¡~.<.. .. \::..·~:';··r:::· ~"'::,;:'! .:'::: . . . ....-".:,'-.... ,....~..-..."'.~..~... L.~..__~.__... .... ,·.·.·.·.._L·.·.... . . - ,. _..~.'"'"..... .. ..,_. "-,'.' '<'<l..j" '~" ,. , iU~tG "IS ¡f~ SEVENTH SUPPLEMENT TO MORTGAGE AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS 000227 This Seventh Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of September 13,2006 (the "Supplement") from SunOpta Ingrediellts Inc., a Delaware corporation, as successor by merger with Northern Food and Dairy, Inc" with its principal place of business and mailing address at 3915 Minnesota Street, P.O. Box 98, Alexandria, Minnesota 56308 (hereinafter referred to as "Mortgagor") to Harris N.A., a national banking association, as successor by merger with Harris Trust and Savings Bank, an Illinois banking corporation with its principal place of business and mailing address at 111 West Monroe Street, Chicago, Illinois 60603, individually and in its capacity as U.S. Security Agent under the Credit Agreement referred to below (hereinafter referred to as "Mortgagee "); WITNESSETH THA T: WHEREAS, Mortgagor did heretofore execute and deliver to Mortgagee that certain Mortgage and Security Agreement with Assignment of Rents dated as of March 15, 2002 and recorded in the Recorder's Office of Lincoln County, Wyoming on April 8,2002 as Document No. 880158, Book 486, Page 840, as supplemented by that certain First Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of November 25,2002 and recorded in the Recorder's Office of Lincoln County, Wyoming on January 8, 2003 as Document No. 886757, Book 509, Page 116, as supplemented by that certain Second Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of February 21, 2003 and recorded in the Recorder's Office of Lincoln County, Wyoming, on March 10, 2003 as Document No. 888294, Book 514PR, Page 549, as supplemented by that certain Third Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of May 16,2003 and recorded in the Recorder's Office of Lincoln County, Wyoming, on June 23, 2003 as Document No. 891034, Book 524, Page 866, as supplemented by that certain Fourth Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of July 7, 2004 and recorded in the Recorder's Office of Lincoln County, Wyoming, on July 19,2004 as Document No. 901162, Book 562, Page 325, as supplemented by that certain Fifth Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of July 20,2005, and recorded in the Recorder's Office of Lincoln County, Wyoming, on August 15,2005 as Document No. 910922, Book 594, Page 401, and as supplemented by that certain Sixth Supplement to Mortgage and Security Agreement with Assignment of Rents dated as of December 9,2005, and recorded in the Recorder's Office of Lincoln County, Wyoming, on December 20,2005 as Document No. 914586, Book 607, Page 880 (collectively, the "Mortgage"), encumbering the property described on Schedule I attached hereto, in order to secure certain indebtedness, whether now outstanding or hereafter incurred, of SunOpta Food Group LLC ("SunOpta Food"), successor by merger with Sunrich Food Group, Inc., SunOpta Inc. ("SunOpta"), formerly known as Stake Technology Ltd., and SunOpta LP ("LP"), formerly known as Stake Tech LP (SunOpta Food, SunOpta, and LP being collectively referred to as the "Borrowers") owing to Bank of Montreal, a bank organized under the laws of Canada ("BMO"), Mortgagee and certain other lenders from time to time party to the Credit Agreement as hereinafter defined (collectively, the "Lenders"); and 2110619.0L05.doc 1550'IDg'i"';'~ ·:~;:%~:;i:;;~;¡!~m l.¡i¡.¡ ii S":~:I: ':;:~9.~:~::¡:~ ¡[¡ill~iligw¡~¡;¡¡¡J ;¡;¡~1~::::~: -.'1·"'-, ,. ..../;.,., ":¡~'1'~"N':'!!:,:':" ........~..-...............&.J+,..."..-....,-....;~:.'""... . ..~" ......... ., . r .'.'_.:.-- '_-c·. '. # .,.. . . 09~28t";r2 000228 WHEREAS, the Mortgage currently secures, among other things, the obligations of (a) SunOpta, under a committed revolving credit facility in an aggregate principal amount not to exceed Canadian $15,000,000 (the "Canadian Revolving Credit Facility") in the form of loans, letters of credit and letters of guaranty payable no later than October 31, 2006, the final maturity thereof, with interest payable at the times and in the amounts set forth in that certain Amended and Restated Credit Agreement dated as of July 7, 2004 by and among the Borrow~rs, BMO, Mortgagee and the other Lenders (such Amended and Restated Credit Agreement, as restated by that certain Second Amended and Restated Credit Agreement dated February 17, 2005, as further restated by that certain Third Amended and Restated Credit Agreement dated December 9,2005, as such Third Amended and Restated Credit Agreement may be further amended, supplemented or restated from time to time, including without limitation, that certain First Amending Agreement as hereinafter referred to, being collectively referred to as the "Credit Agreement"), (b) SunOpta Food, under a committed revolving credit facility in an aggregate principal amount not to exceed U.S. $25,000,000 (the "U.S. Revolving Credit Facility") in the form of loans and letters of credit payable no later than October 31, 2006, the final maturity thereof, with interest payable at the times and in the amounts set forth in the Credit Agreement, (c) LP, under a committed non-revolving reducing term credit facility in the aggregate principal amount not to exceed U.S. $45,000,000 (the "Term Facility") payable no later than December 1,2010, the final maturity thereof, with interest payable at the times and in the amounts set forth in the Credit Agreement, and (d) LP, under a committed acquisition term credit facility in the aggregate principal amount not to exceed U.S. $10,000,000 (the "Acquisition Facility"; the Canadian Revolving Credit Facility, the U.S. Revolving Credit Facility, the Term Facility, the Acquisition Facility, and any and all facilities made in substitution of or replacement for or in extension or renewal thereof in whole or in part, as any of the foregoing may from time to time be modified or amended, including amendments and restatements thereof in their entirety, being referred to herein collectively as the "Facilities") payable no later than October 31, 2009, the final maturity thereof, with interest payable at the times and in the amounts set forth in the Credit Agreement; and WHEREAS, the Borrowers, certain affiliates of the Borrowers, BMO, Mortgagee and the other Lenders have concurrently herewith entered into a First Amending Agreement made as of September 13, 2006 (the "Amendment") pursuant to which BMO, Mortgagee and the other Lenders have agreed to (i) extend the maturity date of the Canadian Revolving Credit Facility from October 31, 2006 to October 31, 2007, (ii) extend the maturity date of the U.S. Revolving Credit Facility from October 31, 2006 to October 31, 2007, (iii) increase the aggregate principal amount of the U.S. Revolving Credit Facility from U.S. $25,000,000 to U.S. $30,000,000, and (iv) increase the aggregate principal amount of the Canadian Revolving Credit Facility from Canadian $15,000,000 to Canadian $25,000,000; and WHEREAS, as a condition precedent to entering into the Amendment and making certain other financial accommodations to the Borrowers, Mortgagee requires Mortgagor, and to accommodate that requirement Mortgagor desires by this Supplement, to confirm and assure that all the real estate and other properties, rights, interests and privileges of Mortgagor which are currently subject to the lien of the Mortgage be and constitute collateral security for the Facilities as extended and increased; -2- .......L.&a............ ;J92~872 000229 Now, THEREFORE, for and in consideration of the execution and delivery by Mortgagee and the other Lenders of the Amendment, and other good and valuable consideration, receipt whereof is hereby acknowledged, Mortgagor and Mortgagee do hereby mutually promise and agree as follows, to wit: 1. The Mortgage shall be and hereby is amended to replace the amount "Ont1 Hundred Twenty Million U.S. Dollars ($120,000,000)" in paragraph 26 of the Mortgage with the amount of "One Hundred Forty Million U.S. Dollars ($140,000,000)" in lieu thereof. 2. It'is hereby agreed that the Facilities and all other obligations of the Borrowers under the Credit Agreement as amended by the Amendment shall continue to be secured by the Mortgage in the same manner as if such indebtedness had been specifically described therein as indebtedness secured thereby. All references to the Canadian Revolving Credit Facility and U.S. Revolving Credit Facility contained in the Mortgage shall be deemed to be references to the Canadian Revolving Credit Facility and U.S. Revolving Credit Facility, respectively, as amended pursuant to the Amendment.s 3. Mortgagor hereby represents and warrants to Mortgagee that as of the date hereof each of the representations and warranties set forth in the Mortgage as supplemented hereby are true and correct and that no Event of Default (as such term is defined in the Mortgage), or any other event which with the lapse of time or the giving of notice, or both, would constitute such an Event of Default, has occurred and is continuing or shall result after giving effect to this Supplement. Mortgagor hereby repeats and reaffirms all covenants and agreements contained in the Mortgage, each and all of which shall be applicable to all of the indebtedness secured by the Mortgage as supplemented hereby. Mortgagor repeats and reaffirms its covenant that all the indebtedness secured by the Mortgage as supplemented hereby will be promptly paid as and when the same becomes due and payable. 4. All capitalized terms used herein without definition shall have the same meanings herein as they have in the Mortgage. The definitions provided herein of any capitalized terms shall apply to such capitalized terms as the same appear in the Mortgage as supplemented hereby, all to the end that any capitalized terms defined herein and used in the Mortgage as supplemented hereby shall have the same meanings in the Mortgage as supplemented hereby as are given to such capitalized terms herein. Without limiting the foregoing, all references in the Mortgage to the term "indebtedness hereby secured" shall be deemed references to all the indebtedness, obligations and liabilities secured by the Mortgage as supplemented hereby. 5. This Supplement is supplementary to said Mortgage. All provisions of the Mortgage as supplemented by this Supplement and the Credit Agreement, as amended by the Amendment, shall remain in full force and effect, it being the expressed intent of the parties that the indebtedness heretofore described is not discharged but merely extended pursuant to the terms of this Supplement. The provisions of this Supplement shall bind the heirs, personal representatives, successors and assigns of Mortgagor. 6. This Supplement may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each of which when so executed shall be an original but all of which to constitute one and the same instrument. -3- ~::4~::~~::jt::¡:ll:¡ gJí~j::I:I:jt.:.:~~ f~i~!~m~~¡ilii~lli;~ ¡:~;~~~m~~m~i!t -----.,. --. ....~. . ....._._._.,-.-~ '. i,0922S"';: 2 0002.'J1! 7. No reference to this Supplement need be made in any note, instrument or other document making reference to the Mortgage, any reference to the Mortgage in any of such to be deemed to be a reference to the Mortgage as amended and extended hereby. This Supplement shall be construed and governed by and in accordance with the laws of the state where the property described on Schedule I hereto is located. [SIGNATURE PAGE TO FOLLOW] -4- / .JJ' 9·~·.,þ8r<+12 , .' '-oIf{,. I 00023~ IN WITNESS WHEREOF, Mortgagor has caused these presents to be signed and sealed the day and year first above written. SUNOPT A INGREDIENTS INC., as succrssor by merger with Northern Food and Dairy, Inc., as Mortgagor By N:J:- ~~ch Title ~retæ:y and Treasurer Accepted and agreed to as of the date fIrst above written. HARRIs N.A., as successor by merger with Harris Trust and Savings Bank, as Mortgagee By Name Title -5- r:::::::~*::if::::;;i !I·,·.·.·f·.·"..·.·.k. ~UlM¡:;,] ~~;I~f~j!mmw n9228~;Z 000232 IN WITNESS WHEREOF, Mortgagor has caused these presents to be signed and sealed the day and year first above written. SUNOPTA INGREDIENTS INC., as successor by merger with Northern Food and Dairy, Inc., as Mortgagor By Name Title Accepted and agreed to as of the date first above written. HARRIS N.A., as successor by merger with Harris Trust and Savings Bank, as Mortgagee ~r~ By Name ~e4'¡E (..uO..Jl.f Title .J "of" fll.f ¡ I b f ,J1 -5- / . ·à·.»·.JI8"¡~ l¡)J-~ 000233 CANADA ) ) SS. ) PROVINCE OF ONTARIO . The foregoing instrument was acknowledged before me this 13th day of Sept. ,2006, by John Dietrich , the See. & TrP.ñ~. of SunOpta Ingredients Inc., a Delaware corporation, on behalf of the corporation. ,.....-... ....,:.:.,;;.."...:,..;. ". ::-....:....~ ::;8'.... ""Ii ~-~..... ".. ;,;)...".;.~:.... .. 1;""..,~ 0 _~. Co '.t. l !~;~:F- _,·,;-t·, 'CO'H" ,.:<.~,,- (Notârial Seal)~;~'<"" . /IA~~ PublIc L1 - ~~~f~ (Type or Print Name) C,lrtl-tl IJ4 Commission Expires: Pennanent This Instrument was Drafted By: Daniel W. Baker, Esq. Chapman and Cutler LLP III West Monroe Street Chicago, illinois 60603 aftonwy r.1::iS~~:~::::;::~ '40.............4,¡.~ ~Ui.JiliI;~~¡riÆ;fji ' ·::~~ili¡~¡~;¡F:: .-.c..-......-a,.·.-.·"..·.-...".., .·'·.·.-a-~·.·_·..-.·. J~J;¿~8,.;2 000234 STATE OF Il.l...INOIS ) ) SS. ) COUNTY OF COOK I, the undersigned, Notary Public in and for said County, in the State aforesaid; do hereby certify that Shane Koonce, Vice President of Harris N.A., a national banking association, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Vice President, appeared before me this day in person and acknowledged that he/she signed 'and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act and deed of said association for the uses and purposes therein set forth. Given under my hand and notarial seal, as of this 13th day of September, 2006. fIl -OFFICIAL SEAL- =:. WENDY A JURINEK ~ COMMISsIoN EXPIREs 01/26/08 74:kn::Y. ~/d¿' Notary Pu Wendy A. lurinek (Type or Print Name) (Notarial Seal) Commission Expires: rl;(~dctJY ·_.._5_........·.'-'.""'";~'- ........................ .."'·,_,c·.···..·.._....,... '.....,.-.......... _·t~ ~.,' ....:f . ., . - . ,n , . '\ SCÍliIDULIi: I LEGAL DEScIiIPnON 000235 ....:..,..: ; ; "9" "..;¿g I· ,.., Ü ;&.., .. ". ," . . ... . Part of ~cti6iJ 25, T32N R119ífoftheGth P.k., Lin"oln County,lfyoming' , being mor~ párticùlarly describèd as follows: COMMENCING at a ";lnt ithi"" i" "X475 féet West ánd 200 feet North of the H( corner of said Section" 25, "and running "thènce II 9 O. If, 483.35 feet; thenceN oow, 250 fee~l thence N .900 .B, 483. 35 f~et; thence s 0° E¡ 250 .feet to the POINT OF BEGr~1~G. -. ./ ~}:l::;\Jt;~J [m~!m~;;:;~~~}