EIGHTH AMENDMENT AGREEMENT

EXHIBIT 10.1

EIGHTH AMENDMENT AGREEMENT

EIGHTH AMENDMENT AGREEMENT (this "Agreement") dated as of November 2, 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) Xxxxxx Foods, Inc., a New York corporation, Lebanon Valley Cold Storage, LLC, Lebanon Valley Cold Storage, LP, Portland Food Products Company, Xxxx & 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 Lenders and as Issuing Bank with respect to a certain Second Amended and Restated Loan and Security Agreement dated as of July 20, 2011, by and among the Borrowers, the Guarantors, the Lenders, the Agent, the Issuing Bank and RBS Citizens, N.A. as Syndication Agent, as amended by that certain First Amendment Agreement dated as of August 1, 2011, by that certain Second Amendment Agreement dated as of December 20, 2012, by that Third Amendment Agreement dated as of March 5, 2013, by that certain Fourth Amendment Agreement dated as of December 16, 2013, by that certain Fifth Amendment Agreement dated as of April 1, 2014, by that certain Sixth Amendment Agreement dated as of June 17, 2014, and by that certain Seventh Amendment Agreement dated as of November 6, 2014 (as further amended, the "Loan and Security Agreement").

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Lenders agree with the Borrowers to amend certain other provisions of the Loan and Security Agreement; and

WHEREAS, the Lenders have agreed to such amendments, on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Definitions.  Capitalized terms used herein without definition that are defined in the Loan and Security Agreement shall have the same meanings herein as therein.

§2. Ratification of Existing Agreements.  All of the Obligors' obligations and liabilities to the Agent, the Issuing Bank and the Lenders as evidenced by or otherwise arising under the Loan and Security Agreement, the Notes and the other Loan Documents, are, by each Obligor's execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Obligor's execution of this Agreement, each of the Obligors represents and warrants that no Obligor has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

§3. Representations and Warranties.  Each of the Obligors hereby represents and warrants to the Agent, the Issuing Bank and Lenders that all of the representations and warranties made by the Obligors in the Loan and Security Agreement, the Notes and the other Loan Documents are true in all material respects on the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate expressly to an earlier date.

§4. Conditions Precedent.  The effectiveness of the amendments contemplated hereby shall be subject to the satisfaction on or before the date hereof of each of the following conditions precedent:

(a) Representations and Warranties.  All of the representations and warranties made by the Obligors herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except as provided in §3 hereof.

(b) Performance; No Event of Default.  The Obligors shall have performed and complied in all respects with all terms and conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no Default or Event of Default.

(c) Fees and Expenses.

(i) Amendment Fee.  The Borrowers shall have paid to the Agent, for the benefit of each Lender that has executed and delivered a counterpart to this Agreement, by wire transfer of immediately available funds, an amendment fee for each such Lender equal to 0.025% of such Lender's Commitment.

(ii) Other Fees and Expenses.  The Borrowers shall have paid to the Agent the reasonable fees and expenses of counsel to the Agent in connection with the preparation of this Agreement.

(d) Delivery.  The Obligors, the Agent, the Issuing Bank and the Required Lenders shall have executed and delivered this Agreement.

(e) Other Documents.  The Obligors shall have executed and delivered such further instruments and taken such further action as the Agent and the Required Lenders may have reasonably requested, in each case further to effect the purposes of this Agreement, the Loan and Security Agreement and the other Loan Documents.

§5. Amendment to the Loan and Security Agreement.

(a) Amendment to Section 1.1 of the Loan and Security Agreement.  The defined terms "Adverse GMOL Event", "Alliance Security Agreement", and "Green Giant Inventory" in Section 1.1 of the Loan and Security Agreement are each hereby deleted in their entirety.

(b) Amendment to Section 1.1 of the Loan and Security Agreement.  The defined term "Security Documents" in Section 1.1 of the Loan and Security Agreement is hereby amended by deleting the phrase "the Alliance Security Agreement" included therein.

(c) Amendment to Section 7.1 of the Loan and Security Agreement.  The proviso in Section 7.1 of the Loan and Security Agreement is hereby deleted in its entirety.

(d) Amendment to Section 9.1.24 of the Loan and Security Agreement.  Section 9.1.24 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows: "9.1.24[Intentionally Omitted].".

(e) Amendment to Section 10.1.3(c) of the Loan and Security Agreement.  Clause (c) of Section 10.1.3 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

"(c) any other default under or termination for cause of a Material Contract;"

(f) Amendment to Section 10.1.3(l) of the Loan and Security Agreement.  Clause (l) of Section 10.1.3 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows:

"(l) the receipt or delivery of any material notices that any Borrower or any Subsidiary of a Borrower gives or receives under or in connection with (i) PACA or any PACA Claim being asserted, or (iii) any claim of any Lien under the California Producer's Lien Law."

(g) Amendment to Section 10.2.2 of the Loan and Security Agreement.  Clause (k) of Section 10.2.2 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows: "(k) [intentionally omitted];".

(h) Amendment to Section 12.1 of the Loan and Security Agreement.  Clause (o) of Section 12.1 of the Loan and Security Agreement is hereby amended and restated in its entirety to read as follows: "(o) [intentionally omitted];".

(k) Schedule 9.1.20 to the Loan and Security Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 9.1.20 attached hereto.

§6. Termination of Security Interest and Lien under Alliance Security Agreement.  For the avoidance of doubt, the Collateral Agent hereby terminates and releases (and is hereby directed by the Lenders to so terminate and release) its security interest and Lien on the Assigned Collateral and Alliance Collateral as each such term is defined in the Alliance Security Agreement.

§7. Miscellaneous Provisions.

(a) Except as otherwise expressly provided by this Agreement, all of the respective terms, conditions and provisions of the Loan and Security Agreement, the Notes and the other Loan Documents shall remain the same.  The Loan and Security Agreement, as amended hereby, shall continue in full force and effect, and this Agreement and the Loan and Security Agreement shall be read and construed as one instrument.

(b) THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

(c) This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of Page Intentionally Left Blank - Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Eighth Amendment Agreement as of the date first set forth above.

SENECA FOODS CORPORATION

By:   /s/Xxxxxxx Xxxxxxxx Name:  Xxxxxxx Xxxxxxxx Title:    CFO

SENECA SNACK COMPANY

By:   /s/Xxxxxxx Xxxxxxxx Name:   Xxxxxxx Xxxxxxxx Title:     Treasurer

SENECA FOODS, LLC

By:   /s/Xxxxxxx Xxxxxxxx Name:  Xxxxxxx Xxxxxxxx Title:     Treasurer

XXXXXX FOODS, INC.

By:   /s/Xxxxxxx Xxxxxxxx Name:  Xxxxxxx Xxxxxxxx Title:     Treasurer

LEBANON VALLEY COLD STORAGE, LLC

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

LEBANON VALLEY COLD STORAGE, LP

By: Lebanon Valley Cold Storage, LLC,

Its General Partner

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

GREEN VALLEY FOODS, LLC

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

PORTLAND FOOD PRODUCTS COMPANY

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

XXXX & COMPANY

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

GRAY GLACE PRODUCTS COMPANY

By:  /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title:    Treasurer

BANK OF AMERICA, N.A.,

as Agent, Lender and Issuing Bank

By:   /s/Xxxxx Xxxxxxx Name:   Xxxxx Xxxxxxx Title:     Senior Vice President

CITIZENS BUSINESS CAPITAL, a division of CITIZENS ASSET FINANCE, INC., (f/k/a RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A.), as a Lender

By:  /s/Xxxx X. Bobbin Name: Xxxx X. Bobbin Title:   Senior Vice President

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Lender

By:  /s/Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title:   Executive Director

By:  /s/Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title:   Vice President

MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender

By:  /s/Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title:    Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:  /s/Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title:   Vice President

XXXXX FARGO BANK, N.A., as a Lender

By: /s/Xxxxxx Xxxx Name: Xxxxxx Xxxx Title:   Authorized Signatory

BMO XXXXXX BANK N.A., as a Lender

By:  /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title:   Director

GE ASSET BASED MASTER NOTE, LLC, as a Lender

By: /Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title:  Duly Authorized Signatory