0000088948-13-000008 Sample Contracts

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • May 23rd, 2013 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York

FIRST AMENDMENT AGREEMENT (this “Agreement”) dated as of August 1, 2011 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (collectively, the “Borrowers”), (2) Marion Foods, Inc., Lebanon Valley Cold Storage, LLC and Lebanon Valley Cold Storage, LP (collectively, the “Guarantors”), (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, NA. as Syndication Agent (the “Loan and Security Agreement”).

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SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • May 23rd, 2013 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York

SECOND AMENDMENT AGREEMENT (this “Agreement”) dated as of December 20, 2012 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (collectively, the “Borrowers”), (2) Marion Foods, Inc., Lebanon Valley Cold Storage, LLC and Lebanon Valley Cold Storage, LP (collectively, the “Guarantors”), (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 (as amended, the “Loan and Security Agreement”).

THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • May 23rd, 2013 • Seneca Foods Corp • Canned, fruits, veg, preserves, jams & jellies • New York

THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of March 5, 2013 by and among (1) Seneca Foods Corporation, Seneca Snack Company and Seneca Foods, LLC (collectively, the “Borrowers”), (2) Marion Foods, Inc., Lebanon Valley Cold Storage, LLC. Lebanon Valley Cold Storage, LP and Independent Foods, LLC (collectively, the “Guarantors”), (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, NA. (“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 and by that certain Second Amendment Agreement dated as of December 20,

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