AMONGCredit Agreement • November 17th, 1997 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 2(A) ASSET PURCHASE AGREEMENT by and between SENECA FOODS CORPORATIONAsset Purchase Agreement • August 18th, 1999 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • Minnesota
BY AND AMONGShareholders Agreement • July 9th, 1998 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 4 CREDIT AGREEMENTCredit Agreement • February 11th, 1997 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
STOCK PURCHASE AGREEMENT BY AND AMONG SENECA FOODS CORPORATION, CARL MARKS STRATEGIC INVESTMENTS, L.P., CARL MARKS STRATEGIC INVESTMENTS II, L.P. AND URANUS FUND, LTD. Dated as of June 22, 1998 TABLE OF CONTENTSStock Purchase Agreement • July 9th, 1998 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of January 31, 2002 by and between Seneca Foods Corporation, a New York corporation (the "Corporation"), and Name ("Indemnitee"). INTRODUCTION The Corporation wishes Indemnitee to...Indemnification Agreement • June 25th, 2002 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
SENECA FOODS CORPORATION 1162 Pittsford-Victor Road Pittsford, New York 14534 As of September 26, 1997 To Each Purchaser Listed on Annex I Attached Hereto Ladies and Gentlemen: The undersigned, Seneca Foods Corporation, a New York corporation (herein...Note Agreement • November 17th, 1997 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 10 AGREEMENT TO AMEND FIRST AMENDED AND RESTATED ALLIANCE AGREEMENT This Agreement is entered into as of May 23, 2002, by and among The Pillsbury Company, a Delaware corporation ("Pillsbury"), Seneca Foods Corporation, a New York corporation...Alliance Agreement • June 11th, 2002 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • Minnesota
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 1998 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2003 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
SENECA FOODS CORPORATION, SENECA FOODS, LLC, SENECA SNACK COMPANY, and GREEN VALLEY FOODS, LLC as Borrowers, certain Subsidiaries of Borrowers as Guarantors, FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2021 CERTAIN...Loan and Security Agreement • March 26th, 2021 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of March 24, 2021, among SENECA FOODS CORPORATION, a New York corporation (the “Parent”), SENECA FOODS, LLC, a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a Washington corporation (“Seneca Snack”), GREEN VALLEY FOODS, LLC, a Delaware limited liability company (“Green Valley”, and together with the Parent, Seneca LLC and Seneca Snack, collectively, the “Borrowers”), MARION FOODS, INC., a New York corporation (“Marion”), PORTLAND FOOD PRODUCTS COMPANY, an Oregon corporation (“Portland Food”), and GRAY & COMPANY, an Oregon corporation (“Gray”, and together with Marion, and Portland Food, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Secured Parties (“Agent”), as Issuing Bank and as Syndication Agent and BOFA SECURITIES, INC.,
Exhibit 4b SUPPLEMENTARY AGREEMENT This Supplementary Agreement dated October 2, 1996 ("Supplementary Agreement") is made by Seneca Foods Corporation ("Seneca"), The Pillsbury Company ("Pillsbury") and Grand Metropolitan Incorporated ("GMI").Supplementary Agreement • November 14th, 1996 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • Utah
BY AND AMONGPurchase Agreement • June 10th, 2003 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
ASSET PURCHASE AGREEMENT By and between ALLENS, INC. and SENECA FOODS CORPORATION Dated as of December 16, 2013Asset Purchase Agreement • December 17th, 2013 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS ASSET PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 16, 2013 (the “Execution Date”), is made by and between Allens, Inc., an Arkansas corporation (“Seller”), and Seneca Foods Corporation, a New York corporation (“Buyer”).
SECOND AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT BY AND AMONG SENECA FOODS CORPORATION SENECA FOODS, LLC SENECA SNACK COMPANY and GREEN VALLEY FOODS, LLC as Borrowers and Certain Subsidiaries of Borrowers as Guarantors AND FARM CREDIT EAST, ACA...Loan and Guaranty Agreement • January 26th, 2023 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
SENECA FOODS CORPORATION, a New York corporation (“Parent”), SENECA FOODS, LLC, a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a Washington corporation (“Seneca Snack”), and GREEN VALLEY FOODS, LLC, a Delaware limited liability company (“Green Valley”, and together with Parent, Seneca LLC and Seneca Snack, collectively, the “Borrowers”),
ASSET PURCHASE AGREEMENT BY AND BETWEEN PARADISE, INC., AS SELLER, AND GRAY & COMPANY, AS BUYER, AND, FOR THE SOLE PURPOSE OF SECTION 10.12 SENECA FOODS CORPORATION DATED APRIL 15, 2019Asset Purchase Agreement • April 18th, 2019 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of April 15, 2019, is entered into between PARADISE, INC., a Florida corporation, (“Seller”), GRAY & COMPANY, an Oregon corporation (“Buyer”) and joining this Agreement for the sole purpose of Section 10.12, SENECA FOODS CORPORATION, a New York corporation (“Parent” and together with Buyer, the “Parent Entities”). Buyer and Seller are each referred to herein individually as a “Party” and, collectively, as the “Parties”.
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • July 15th, 2009 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
This Second Amendment, dated as of July 8, 2009 amends the Shareholders Agreement by and among Seneca Foods Corporation, a New York corporation (the "Company") and the parties listed therein, dated as of June 22, 1998, as amended by a First Amendment to Shareholders Agreement dated as of June 30, 2002 (the "Shareholders Agreement").
AGREEMENTAgreement • July 15th, 2009 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
AGREEMENT dated as of the 8th day of July, 2009, by and among Seneca Foods Corporation, a New York corporation (the "Company"), Carl Marks Strategic Investments, L.P., a Delaware limited partnership, Nancy Marks and Marjorie Boas ( all such parties, other than the Company, referred to herein as the "Original Selling Shareholders"), Carl Marks Strategic Investments III, L.P., Nancy Marks 2003 GRAT, Nancy Marks 2009 CMS-GRAT, Carolyn Marks, Mark and Susan Claster, Andrew and Carol Boas, Linda Katz, Constance Marks, Laura Katz, James Miller, Richard Boas, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company (all such parties, other than the Original Selling Shareholders, referred to herein as the "Additional Selling Shareholders" and, together with the Original Selling Shareholders, the "Selling Shareholders").
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • May 26th, 2010 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of April 28, 2008 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (formerly known as Signature Fruit Company, LLC) (collectively, the “Borrowers”), (2) the lending institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”), (3) Bank of America, NA. (“Bank of America”) as administrative agent (the “Administrative Agent”) for the Lenders and (4) Bank of America as collateral agent for the Lenders and as an Issuing Bank and as Swing Line Lender (in such respective capacities, the “Collateral Agent”, an “Issuing Bank” and/or “Swing Line Lender” as the case may be) with respect to a certain Amended and Restated Revolving Credit Agreement dated as of August 18, 2006, by and among the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Documentation Agent party thereto, as amended by t
VOTING AGREEMENTVoting Agreement • April 18th, 2019 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 15, 2019, is entered into by and among GRAY & COMPANY, an Oregon corporation (“Buyer”) and the shareholders of PARADISE, INC., a Florida corporation (the “Company”) identified as the signatories hereto (collectively, the “Principal Shareholders,” and each a “Principal Shareholder”). Buyer and the Principal Shareholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • May 26th, 2010 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of November 20, 2006 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Signature Fruit Company, LLC (collectively, the “Borrowers”), (2) the lending institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”), (3) Bank of America, N.A. (“Bank of America”) as administrative agent (the “Administrative Agent”) for the Lenders and (4) Bank of America as collateral agent for the Lenders and as an Issuing Bank and as Swing Line Lender (in such respective capacities, the “Collateral Agent”, an “Issuing Bank” and/or “Swing Line Lender” as the case may be) with respect to a certain Amended and Restated Revolving Credit Agreement dated as of August 18, 2006, by and among the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Documentation Agent party thereto (as amended from time to time, the “Credit Agreemen
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2020 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS INDEMNIFICATION AGREEMENT is made as of [DATE] by and between Seneca Foods Corporation, a New York corporation (the “Corporation”), and [NAME] (“Indemnitee”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 18, 2006 among SENECA FOODS CORPORATION, SIGNATURE FRUIT COMPANY, LLC, and SENECA SNACK COMPANY as Borrowers, THE LENDERS LISTED ON SCHEDULE 1 HERETO, BANK OF AMERICA, N.A., as...Revolving Credit Agreement • August 23rd, 2006 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies
SEVENTH AMENDMENT AGREEMENTSeventh Amendment Agreement • June 9th, 2015 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
SEVENTH AMENDMENT AGREEMENT (this "Agreement") dated as of November 6, 2014 by and among (1) Seneca Foods Corporation, a New York corporation (the "Parent"), Seneca Snack Company, a Washington corporation ("Seneca Snack"), Seneca Foods, LLC, a Delaware limited liability company ("Seneca LLC"), Green Valley Foods, LLC, a Delaware limited liability company (the "New Borrower" and together with the Parent, Seneca Snack and Seneca LLC, collectively, the "Borrowers"), (2) Marion Foods, Inc., a New York corporation, Lebanon Valley Cold Storage, LLC, and Lebanon Valley Cold Storage, LP (collectively, the "Guarantors" and together with the Borrowers, collectively, the "Obligors"), (3) the financial institutions party to the Loan and Security Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), and (4) Bank of America, N.A. ("Bank of America") as agent (the "Agent") for the Lenders and as Issuing Bank with respect to a certain Second Amended and Re
LOAN AND GUARANTY AGREEMENT AMENDMENT 4 WITH WAIVERLoan and Guaranty Agreement • May 13th, 2019 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This LOAN AND GUARANTY AGREEMENT AMENDMENT 4 WITH WAIVER (“Amendment”) is made as of May 9, 2019, by FARM CREDIT EAST, ACA (“Lender”) in connection with the Loan and Guaranty Agreement (“Loan Agreement”) dated as of December 9, 2016, by and among the Seneca Foods Corporation (“Parent”), Seneca Foods, LLC, (“Seneca LLC”), Seneca Snack Company (“Seneca Snack”) and Green Valley Foods, LLC (“Green Valley,” and together with Parent, Seneca LLC and Seneca Snack, collectively the “Borrowers”), Marion Foods, Inc. (“Marion”), Lebanon Valley Cold Storage, LLC (“Lebanon LLC”), Lebanon Valley Cold Storage, LP (“Lebanon LP”), Portland Food Products Company (“Portland Food”), and Gray & Company (“Gray” and together with Marion, Lebanon LLC, Lebanon LP, Portland Food and Gray, collectively, the “Guarantors”) and Lender. The Loan Agreement was amended by Loan and Guaranty Agreement Amendment 1, Waiver and Consent, dated April 1, 2017, pursuant to which, among others, Truitt Bros., Inc. (“Truitt”) and
SEVENTH AMENDMENT AGREEMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT DATED AS OF JUNE 30, 2003Seventh Amendment Agreement • June 17th, 2008 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
THIS SEVENTH AMENDMENT AGREEMENT (this "Agreement"), dated as of May 9, 2008, is among Seneca Foods Corporation (the "Borrower") and John Hancock Life Insurance Company (the "Purchaser") and is with respect to the Amended and Restated Note Purchase Agreement dated as of June 30, 2003 (as previously amended by a First Amendment dated as of March 17, 2004, a Second Amendment Agreement dated as of June 26, 2004, a Third Amendment Agreement dated as of May 11, 2005, a Fourth Amendment Agreement dated as of August 18, 2006, a Fifth Amendment dated as of May 29, 2007 and a Sixth Amendment dated as of September 29, 2007, the "Note Agreement") among the Borrower and Seneca Foods, L.L.C. (which merged into Seneca Merger Corporation which merged into the Borrower) and the Purchaser pursuant to which the Borrower has outstanding its Mortgage Notes due August 1, 2013 (the "Notes"). As of the date of this Agreement, the Purchaser is the holder of 100% of the outstanding principal amount of the Note
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 13th, 2024 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies
This Second Amendment to Fourth Amended and Restated Loan and Security (this “Amendment”) is dated as of May 5, 2023, by and among SENECA FOODS CORPORATION, a New York corporation (the “Parent”), SENECA FOODS, LLC, a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a Washington corporation (“Seneca Snack”), GREEN VALLEY FOODS, LLC, a Delaware limited liability company (“Green Valley”, and together with the Parent, Seneca LLC and Seneca Snack, collectively, the “Borrowers”), MARION FOODS, INC., a New York corporation (“Marion”), PORTLAND FOOD PRODUCTS COMPANY, an Oregon corporation (“Portland Food”), and GRAY & COMPANY, an Oregon corporation (“Gray”, and together with Marion, and Portland Food, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Secured Parties (“Agent”), as Issuing Bank and as Syndication
LOAN AND GUARANTY AGREEMENT AMENDMENT 3 WITH PARTIAL RELEASELoan and Guaranty Agreement • February 1st, 2019 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This LOAN AND GUARANTY AGREEMENT AMENDMENT 3, WITH PARTIAL RELEASE (“Amendment”) is made as of November 5, 2018, by FARM CREDIT EAST, ACA (“Lender”) in connection with the Loan and Guaranty Agreement (“Loan Agreement”) dated as of December 9, 2016, by and among the Seneca Foods Corporation (“Parent”), Seneca Foods, LLC, (“Seneca LLC”), Seneca Snack Company (“Seneca Snack”) and Green Valley Foods, LLC (“Green Valley,” and together with Parent, Seneca LLC and Seneca Snack, collectively the “Borrowers”), Marion Foods, Inc. (“Marion”), Lebanon Valley Cold Storage, LLC (“Lebanon LLC”), Lebanon Valley Cold Storage, LP (“Lebanon LP”), Portland Food Products Company (“Portland Food”), and Gray & Company (“Gray” and together with Marion, Lebanon LLC, Lebanon LP, Portland Food and Gray, collectively, the “Guarantors”) and Lender. The Loan Agreement was amended by Loan and Guaranty Agreement Amendment 1, Waiver and Consent, dated April 1, 2017, pursuant to which, among others, Truitt Bros., Inc.
PRELIMINARY STATEMENTSConsent Under Note Agreement • November 14th, 1996 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
This Consent, entered into as of October 2, 1996, by and among SENECA FOODS CORPORATION (the "Company"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ("Hancock"; Prudential and Hancock, collectively , the "Purchasers").
THIRD AMENDMENT AGREEMENTThird Amendment Agreement • May 26th, 2010 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of September 28, 2009 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (formerly known as Signature Fruit Company, LLC) (collectively, the “Borrowers”), (2) the lending institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”), (3) Bank of America, N.A. (“Bank of America”) as administrative agent (the “Administrative Agent”) for the Lenders and (4) Bank of America as collateral agent for the Lenders and as an Issuing Bank and as Swing Line Lender (in such respective capacities, the “Collateral Agent”, an “Issuing Bank” and/or “Swing Line Lender” as the case may be) with respect to a certain Amended and Restated Revolving Credit Agreement dated as of August 18, 2006, by and among the Borrowers, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Documentation Agent party thereto, as amended
SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • June 11th, 2021 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS AGREEMENT (the “Agreement”), is made by and between SENECA FOODS CORPORATION, a New York corporation (“Seneca” or the “Company”), and TIMOTHY J. BENJAMIN (“Executive”).
TENTH AMENDMENT AGREEMENTTenth Amendment Agreement • June 8th, 2016 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
TENTH AMENDMENT AGREEMENT (this "Agreement") dated as of February 16, 2016 by and among (1) Seneca Foods Corporation, a New York corporation (the "Parent"), Seneca Snack Company, a Washington corporation ("Seneca Snack"), Seneca Foods, LLC, a Delaware limited liability company ("Seneca LLC"), Green Valley Foods, LLC, a Delaware limited liability company ("Green Valley" and together with the Parent, Seneca Snack and Seneca LLC, collectively, the "Borrowers"), (2) Marion Foods, Inc., a New York corporation, Lebanon Valley Cold Storage, LLC, Lebanon Valley Cold Storage, LP, Portland Food Products Company, Gray & Company and Gray Glace Products Company (collectively, the "Guarantors" and together with the Borrowers, collectively, the "Obligors"), (3) the financial institutions party to the Loan and Security Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), and (4) Bank of America, N.A. ("Bank of America") as agent (the "Agent") for the Lend
Exhibit 2(b) AMENDMENT NO. 1Seneca Foods Corp /Ny/ • June 10th, 2003 • Canned, fruits, veg, preserves, jams & jellies
EXECUTIVE TRANSITION SERVICES AGREEMENTExecutive Transition Services Agreement • November 4th, 2020 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies
This Executive Transition Services Agreement (this “Agreement”), dated as of August 31, 2020, is made between Seneca Foods Corporation, a New York corporation (“Seneca” or the “Company”), and Kraig H. Kayser (“Executive”).
NINTH AMENDMENT AGREEMENTNinth Amendment Agreement • February 2nd, 2016 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York
NINTH AMENDMENT AGREEMENT (this "Agreement") dated as of December 23, 2015 by and among (1) Seneca Foods Corporation, a New York corporation (the "Parent"), Seneca Snack Company, a Washington corporation ("Seneca Snack"), Seneca Foods, LLC, a Delaware limited liability company ("Seneca LLC"), Green Valley Foods, LLC, a Delaware limited liability company ("Green Valley" and together with the Parent, Seneca Snack and Seneca LLC, collectively, the "Borrowers"), (2) Marion Foods, Inc., a New York corporation, Lebanon Valley Cold Storage, LLC, Lebanon Valley Cold Storage, LP, Portland Food Products Company, Gray & Company and Gray Glace Products Company (collectively, the "Guarantors" and together with the Borrowers, collectively, the "Obligors"), (3) the financial institutions party to the Loan and Security Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), and (4) Bank of America, N.A. ("Bank of America") as agent (the "Agent") for the Lend
