ex101061608.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    SEVENTH
AMENDMENT AGREEMENT

    


    TO

     

    AMENDED
AND RESTATED NOTE

     

    PURCHASE
AGREEMENT

     

    DATED
AS OF JUNE 30, 2003

     

    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 Notes.

     

    RECITALS

     

    The
Borrower has requested that the Purchaser consent to certain amendments to the
Note Agreement.

     

    The
Purchaser is willing to do so on, and subject to, the terms and conditions of
this Agreement.

     

    Terms not
otherwise defined in this Agreement have the meanings given therefore in the
Note Agreement.

     

    NOW,
THEREFORE, the parties agree:

     

    1. AMENDMENTS TO NOTE
AGREEMENT.   As of the date of this
Agreement:

     

    (a) Amendment to subsection
(iii) of Section 5.1.  Subsection (iii) of Section 5.1 of the
Agreement is hereby amended by adding the following to the end of such
subsection:

     

    "without
limiting the generality of the foregoing, with respect to any fiscal period as
to which the Borrowers use a last-in, first-out method of accounting, the
computations required by clause (b) above with respect to the financial
covenants set forth in Section 6.14 shall be made as if the Borrowers were using
a first-in, first-out method of accounting;"

     

    (b) Amendment to Section
5.13.  Section 5.13 of the Agreement is hereby amended in its
entirety to read as follows:

     

    "5.13  Maintenance of Books and
Records.  Each Borrower and Subsidiary will (i) keep proper
records and books of account with respect to its business activities in which
proper entries are made in the ordinary course of all dealings or transactions
of or in relation to its business and affairs; (ii) set up on its books adequate
reserves with respect to all Taxes, assessments, charges, levies and claims; and
(iii) set up on its books reserves against doubtful accounts receivable,
advances and all other proper reserves (including reserves for depreciation,
obsolescence or amortization of its property).  All determinations
pursuant to this Section 5.13
shall be made in accordance with, or as required by, GAAP in order to
fairly reflect such Borrower’s or Subsidiary's financial transactions, except
that a Borrower or Subsidiary may, at its option, use the last-in, first-out
method of accounting so long as such Borrower or Subsidiary also keep records
and books of account sufficient for such Borrower or Subsidiary to make the
computations required to be made by such Borrower or Subsidiary and to comply
with the obligations under this Agreement as if such Borrower or Subsidiary were
still using a first-in, first-out method of
accounting.  Notwithstanding the foregoing, a Borrower or Subsidiary
may make adjustments and changes in the manner in which its books and records
are kept, provided,
that:

     

    (a) all such
adjustments and changes shall be required or permitted by GAAP, but need not
conform with the prior accounting practice of such Borrower or
Subsidiary;

     

    (b) each
Holder shall be given written notice of all such changes or adjustments together
with the financial statements required by clause (i) of Section 5.1 for the Fiscal
Quarter in which such change occurred, and together with the financial
statements required by clause
(ii) of Section
5.1, a year-end listing and description of all such changes and
adjustments and the effect thereof prepared by the chief financial officer of
Seneca;

     

    (c) the
financial covenants and ratios set forth in Section 6.14 shall continue to
be calculated without regard to such adjustments or changes unless and until the
Required Holders have consented thereto; and

     

    (d) Seneca
may not change its Fiscal Year unless and until the Required Holders have
consented thereto, such consent not to be unreasonably withheld, delayed or
conditioned."

     

    


    (c) Amendments to Section
10.2.  Section 10.2 of the Agreement is hereby amended by
adding the following to the end of the section:

     

    "Regardless
of whether a Borrower or Subsidiary elects to use the last-in, first-out method
of accounting for its financial or income tax reporting, the definitions
contained in this Section, wherever the context so requires, shall be
interpreted as if such Borrower or Subsidiary was using a first-in, first-out
method of accounting."

     

    2. RATIFICATION OF EXISTING
AGREEMENTS.  All of the Borrower's and the Subsidiaries’
obligations and liabilities to the Purchaser and the Collateral Agent, as
evidenced by or otherwise arising under the Note Agreement, the Notes and the
other Transaction Documents, as amended by this Agreement, are ratified and
confirmed in all respects by the Borrower and each Subsidiary.  Each
of the Borrower and the Subsidiaries acknowledges and agrees that none of them
has any counterclaim, right of set-off or defense of any kind with respect to
such obligations and liabilities.

     

    3. NO OTHER
AMENDMENTS.  Except as expressly set forth herein, the Note
Agreement and the other Transaction Documents shall continue in full force and
effect without alteration or amendment.

     

    4. GOVERNING LAW.  THIS
AGREEMENT IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
NEW YORK).

     

    5. COUNTERPARTS.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such
counterpart.

     

    



    
      
        
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    IN
WITNESS WHEREOF, this Seventh Amendment Agreement is executed under seal as of
the date first above written.

     

    BORROWERS:                                                                           SENECA
FOODS CORPORATION

     

    By:           /s/Kraig H.
Kayser                                                                

    Name:
Kraig H. Kayser

    Title:   President

     

    PURCHASER:                                                                           JOHN
HANCOCK LIFE INSURANCECOMPANY

     

    


    By:           /s/ Jacqueline T.
Ryan

    Name:  Jacqueline T.
Ryan

    Title:    Managing
Director

     

    


    The
undersigned acknowledge and accept

    the
foregoing and ratify and confirm their

    obligations
under their respective Subsidiary

    Guaranties:

     

    SENECA
SNACK COMPANY

     

    By: /s/ James F.
McClelland                                                            

    Name:   James
F. McClelland

    Title:     President

    


    MARION
FOODS, INC.

     

    By:_ /s/Kraig H.
Kayser___

    Name:  Kraig
H. Kayser

    Title:    President

    


     


    
      
        
          Signature
Page to Seventh Amendment Agreement to

          Amended
and Restated Note Purchase Agreement