SUPREMA SPECIALTIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d24726_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>


                                 AMENDMENT NO. 2

                                       to

            THIRD AMENDED AND RESTATED REVOLVING LOAN, GUARANTY AND
                               SECURITY AGREEMENT

                                      among

                           SUPREMA SPECIALTIES, INC.,


                         SUPREMA SPECIALTIES WEST, INC,


                      SUPREMA SPECIALTIES NORTHEAST, INC.,


                       SUPREMA SPECIALTIES NORTHWEST INC.,


                          THE BANKS SIGNATORY THERETO,


                  FLEET NATIONAL BANK, as Administrative Agent,

                      SOVEREIGN BANK, as Syndication Agent

                                       and

                    MELLON BANK, N.A., as Documentation Agent


                                   Arranged by

                             FLEET SECURITIES, INC.

                          Dated as of December 28, 2000




<PAGE>


                                AMENDMENT NO. 2

                                       to

               THIRD AMENDED AND RESTATED REVOLVING LOAN, GUARANTY
                             AND SECURITY AGREEMENT


     This AMENDMENT NO. 2, dated as of December 28, 2000 (this "Amendment"),  is
by and among FLEET  NATIONAL BANK  (successor by merger to Fleet Bank,  National
Association and as successor to NatWest Bank N.A. and National  Westminster Bank
NJ,  "Fleet"),  SOVEREIGN  BANK  ("Sovereign"),  MELLON BANK,  N.A.  ("Mellon"),
EUROPEAN  AMERICAN  BANK ("EAB"),  PNC BANK,  NATIONAL  ASSOCIATION  ("PNC") and
NATIONAL CITY BANK ("National City" and, together with Fleet, Sovereign, Mellon,
EAB and PNC, the "Banks"),  FLEET  NATIONAL  BANK,  successor by merger to Fleet
Bank, National Association, as administrative and collateral agent for the Banks
(in such capacity,  the "Agent"),  SOVEREIGN BANK, as syndication  agent for the
Banks  (in such  capacity  the  "Syndication  Agent"),  MELLON  BANK,  N.A.,  as
documentation agent for the Banks (in such capacity the "Documentation  Agent"),
SUPREMA  SPECIALTIES,  INC., a New York  corporation (the  "Borrower"),  SUPREMA
SPECIALTIES  WEST, INC.  ("Suprema  West"),  a California  corporation,  SUPREMA
SPECIALTIES NORTHEAST,  INC. ("Suprema  Northeast"),  a New York corporation and
SUPREMA SPECIALTIES NORTHWEST INC. ("Suprema  Northwest"),  Delaware corporation
(Suprema West, Suprema Northeast and Suprema Northwest are collectively referred
to herein as the "Guarantor").

RECITALS:

     A. The Borrower, the Banks, the Agent and the Guarantor (other than Suprema
Northwest)  have  entered  into a Third  Amended and  Restated  Revolving  Loan,
Guaranty and Security  Agreement,  dated as of September 23, 1999, as amended by
an Amendment Number 1 and Assignment Agreement dated as of March 10, 2000 (as so
amended, the "Loan Agreement").

     B. The Borrower,  the Guarantor,  the Banks and the Agent wish to amend the
Loan Agreement to permit an increase to the Commitment, to add Suprema Northwest
as a Guarantor  and to otherwise  amend the Loan  Agreement as  hereinafter  set
forth.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration  whose receipt and  sufficiency  are  acknowledged,  the
Borrower,  the Guarantor,  the Banks, the Agent,  the Syndication  Agent and the
Documentation Agent agree as follows:

                                       1
<PAGE>

     Section 1. Definitions.  Each capitalized term used but not defined in this
Amendment shall have the meaning ascribed to such term in the Loan Agreement.

     Section 2. Amendments of Loan Agreement.


     (a) The introductory  paragraph of the Loan Agreement is amended to read in
its entirety as follows:

          THIS THIRD AMENDED AND RESTATED REVOLVING LOAN,  GUARANTY AND SECURITY
     AGREEMENT dated as of September 23, 1999, as amended by Amendment No. 1 and
     Assignment  Agreement  dated as of March  10,  2000 is by and  among  FLEET
     NATIONAL BANK (successor by merger to Fleet Bank, National Association,  as
     successor to NatWest Bank N.A. and National  Westminster Bank NJ, "Fleet"),
     having an office at 208  Harristown  Road,  Glen Rock,  New  Jersey  07452,
     SOVEREIGN BANK ("Sovereign"),  having an office at 210 Smith Street,  Perth
     Amboy, New Jersey 08861, MELLON BANK, N.A. ("Mellon"),  having an office at
     379 Thornall  Street,  Edison,  New Jersey  08837,  EUROPEAN  AMERICAN BANK
     ("EAB"),  having an office at 335 Madison Avenue, New York, New York 10017,
     PNC  BANK,  NATIONAL  ASSOCIATION  ("PNC"),  having  an  office at 1 Garret
     Mountain  Plaza,  West  Paterson,  New  Jersey  07424,  NATIONAL  CITY BANK
     ("National  City") having an office at One South Broad Street,  13th Floor,
     Philadelphia,  Pennsylvania 19107 (Fleet,  Sovereign,  Mellon, EAB, PNC and
     National City, together with any other financial institution that becomes a
     party  hereto,  are  referred  to  herein  individually  as  a  "Bank"  and
     collectively as the "Banks"),  FLEET NATIONAL BANK, as  administrative  and
     collateral  agent for the Banks hereunder (in such capacity,  the "Agent"),
     having an office at 208  Harristown  Road,  Glen Rock,  New  Jersey  07452,
     SOVEREIGN  BANK, as  syndication  agent for the Banks (in such capacity the
     "Syndication Agent") having an office at 210 Smith Street, Perth Amboy, New
     Jersey 08861,  MELLON BANK, N.A., as documentation  agent for the Banks (in
     such capacity the  "Documentation  Agent") having an office at 379 Thornall
     Street,   Edison,  New  Jersey  08837,  SUPREMA   SPECIALTIES,   INC.  (the
     "Borrower"), a New York corporation with its principal place of business at
     510 East 35th Street, Paterson, New Jersey 07543, SUPREMA SPECIALTIES WEST,
     INC. ("Suprema West"), a California corporation with its principal place of
     business at 14253 South Airport Way,  Manteca,  California  95336,  SUPREMA
     SPECIALTIES NORTHEAST,  INC. ("Suprema Northeast"),  a New York corporation
     with its  principal  place of business at 30 Main Street,  Ogdensburg,  New
     York 13669 and SUPREMA SPECIALTIES NORTHWEST INC. ("Suprema Northwest"),  a
     Delaware  corporation with its principal place of business at 295 South Ash
     Street,  Black Foot,  Idaho  (Suprema West,  Suprema  Northeast and Suprema
     Northwest  are  collectively   referred  to  herein  as  the  "Guarantor").
     Capitalized  terms used herein without  definition  shall have the meanings
     assigned to such terms in Section 1 hereof.

     (b) A new  definition  for "Amendment No. 2" shall be added to Section 1 of
the Loan Agreement in its correct  alphabetical order to read in its entirety as
follows:

          "Amendment No. 2" means that certain Amendment No. 2 to this Agreement
     dated as of December 28, 2000 among the parties thereto.

     (c) The definition of "Capital Expenditures"  contained in Section 1 of the
Loan Agreement is amended to read in its entirety as follows:

          "Capital  Expenditures" means, as to any Person,  Capital Expenditures
     (Non-Operating Leases).

                                       2
<PAGE>

     (d)  The  definition  of  "Capital  Expenditures   (Non-Operating  Leases)"
contained in Section 1 of the Loan  Agreement is amended to read in its entirety
as follows:

          "Capital Expenditures (Non-Operating Leases)" means, as to any Person,
     for  any  period,  the sum of (a)  expenditures  for any  fixed  assets  or
     improvements and  replacements,  substitutions  or additions  thereto which
     would be treated as capital  expenditures  in accordance  with GAAP and (b)
     the portion of all payments  with respect to each  Capitalized  Lease which
     are  required  to be  capitalized  on the balance  sheet of the  applicable
     lessee in accordance with GAAP.

     (e) The  definition  of  "Commitment"  contained  in  Section 1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Commitment"  means for the period from and  including the Closing to,
     but excluding,  the Commitment Expiration Date, the commitment of the Banks
     to make Loans to the  Borrower  pursuant to this  Agreement in an aggregate
     principal amount not to exceed at any time outstanding (i) $85,000,000 with
     respect to the period  from the Closing to, but  excluding,  the  Effective
     Date of Amendment  No. 2 and (ii)  $111,000,000  with respect to the period
     from  the  Effective  Date  of  Amendment  No.  2 to,  but  excluding,  the
     Commitment  Expiration  Date, as such amounts may be increased  pursuant to
     Section 2.1 and reduced pursuant to Section 5.

     (f) The  definition  of  "Guarantor"  contained  in  Section  1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Guarantor" means collectively Suprema Specialties West, Inc., Suprema
     Specialties Northeast, Inc. and Suprema Specialties Northwest Inc., jointly
     and severally.

     (g) A new definition for "Increase  Supplement" shall be added to Section 1
of the Loan Agreement in its correct  alphabetical order to read in its entirety
as follows:

          "Increase  Supplement" means an increase  supplement  substantially in
     the form of Exhibit A to Amendment No. 2.

     (h) The definition of "Notes"  contained in Section 1 of the Loan Agreement
is amended to read in its entirety as follows:

          "Notes" means those certain Secured Revolving Notes dated December 28,
     2000 made by the Borrower in favor of each  institution  that was a Bank as
     of the date  thereof,  which Notes were given in  substitution  for certain
     notes dated March 10, 2000, but in each case not in cancellation, discharge
     or extinguishment of the indebtedness  formerly evidenced by such notes, as
     amended from time to time,  together with all promissory notes delivered in
     replacement or substitution  thereof and any all notes made by the Borrower
     in favor of an institution  that becomes a Bank after the Effective Date of
     Amendment No. 2.

     (i) A new definition for "Permitted Snake River Transaction" shall be added
to Section 1 of the Loan Agreement in its correct  alphabetical order to read in
its entirety as follows:

          "Permitted Snake River Transaction" means the purchase by the Borrower
     or Suprema  Northwest (the actual purchaser of such facility is referred to
     herein as the "Snake River Purchaser") from Snake River Cheese,  LLC of the
     furniture,  fixtures,  equipment  and real  property

                                       3
<PAGE>

     comprising  a certain  privately-owned,  approximately  37,280  square foot
     turn-key cheese  production  facility  located in Blackfoot,  Idaho, for an
     aggregate  consideration of not in excess of [$6,000,000],  from which some
     or all of the  property  so  purchased  shall  be sold by the  Snake  River
     Purchaser to a leasing company (or other financing  entity) and then leased
     back to the  Snake  River  Purchaser  by such  leasing  company  (or  other
     financing entity) pursuant to a sale-leaseback arrangement; provided, that,
     with respect to such described transaction (the "Transaction"); each of the
     following conditions shall have been satisfied (i) neither the Borrower nor
     Suprema  Northwest (if Suprema Northwest is such Snake River Purchaser) has
     incurred any additional  Indebtedness  to finance such  acquisition  (other
     than the sale-leaseback  arrangement described above),  whether in the form
     of seller notes, third party Indebtedness or otherwise; (ii) at the time of
     the  Transaction  no Default  or Event of Default  exists and no Default or
     Event of Default would occur after giving effect to such Transaction; (iii)
     the Borrower  shall have  delivered  to the Agent,  within five days of the
     execution  thereof,  but  in no  event  less  than  10  days  prior  to the
     consummation of such Transaction,  copies of the purchase agreement and any
     other material  documents  executed in connection  with the Transaction and
     each such document shall be in form and substance  reasonably  satisfactory
     to the Agent;  (iv) the assets being  acquired are being  acquired free and
     clear of any and all Liens (other than Liens reasonably satisfactory to the
     Agent);  (v) the Agent  shall  have  received  such  other  information  or
     documents as it shall have  reasonably  requested in  connection  with such
     Transaction; (vi) the Transaction shall have been consummated in accordance
     with the definitive Transaction documents,  without any waiver or amendment
     of any  material  term or condition  therein not  consented to by the Agent
     (acting  with  the  consent  of  the  Required  Banks,  if  needed)  and in
     compliance  with all applicable  laws and all necessary  approvals,  except
     where the failure to so comply could not  reasonably  be expected to have a
     Material Adverse Effect;  (vii) all applicable  environmental  issues shall
     have been addressed in a manner  reasonably  satisfactory  to the Agent and
     (viii) all governmental and third-party consents and approvals necessary in
     connection  with each aspect of the  Transaction  shall have been  obtained
     (without the imposition of any unreasonable conditions) and shall remain in
     effect,  except  where the failure to obtain same could not  reasonably  be
     expected to have a Material Adverse Effect;  all applicable waiting periods
     shall have  expired  or been  terminated  or waived  without  any  material
     adverse action being taken by any authority having jurisdiction; and no law
     or  regulation  shall be  applicable  that  restrains,  prevents or imposes
     material  adverse   conditions  upon  any  aspect  of  the  Transaction  as
     reasonably determined by the Borrower.

     (j) Section 2.1 of the Loan Agreement is amended to read in its entirety as
follows:

          2.1 Commitment; Maximum Credit; Increases to Commitments.

          (a) Subject to the terms and conditions of this  Agreement,  each Bank
     severally  (but  not  jointly)   agrees  to  make  loans  to  the  Borrower
     (hereinafter  collectively  referred  to as "Loans" and  individually  as a
     "Loan"),  from time to time before the Termination Date, in such amounts as
     Borrower  may  from  time  to  time  request,  not to  exceed  at any  time
     outstanding the amount set opposite the Bank's name below; provided,  that,
     pursuant  to the terms of  Section  2.1(b)  the  table  set forth  below is
     subject to revision  upon  written  notice from the Agent  consented  to in
     writing by the  Borrower  (and upon the  Agent's  distribution  of any such
     notice that includes a revised table, absent manifest error the table below
     shall be deemed  amended  and  automatically  revised  as set forth in such
     notice);   provided,   however,  that  in  no  event  shall  the  aggregate
     outstanding  principal amount of Loans at any time  outstanding  exceed the
     lesser of (A) the Commitment,  or (B) the Borrowing Base, each as in effect
     at the time of such Loan (the "Maximum Credit"):

                                       4
<PAGE>

          Name of Bank                                Amount

          Fleet National Bank                         $ 30,000,000.00

          Sovereign Bank                              $ 25,000,000.00

          Mellon Bank, N.A.                           $ 22,500,000.00

          National City Bank                          $ 15,000,000.00

          PNC Bank, National Association              $ 10,000,000.00

          European American Bank                      $  8,500,000.00

                                             TOTAL    $111,000,000.00

          Each Loan  shall be made by each  Bank in the  proportion  which  that
     Bank's Commitment bears to the total amount of all the Banks'  Commitments;
     provided,  however, that the failure of any Bank to make any requested Loan
     to be made by it on the date specified for such Loan shall not relieve each
     other Bank of its  obligation  (if any) to make such Loan on such date, but
     no Bank shall be responsible  for the failure of any other Bank to make any
     Loan to be made by such  other  Bank.  Subject  to the  terms  hereof,  the
     Borrower may borrow, prepay and reborrow,  and may continue and convert any
     Loan in accordance with Section 2.5, until the Termination  Date. The Banks
     have no obligation to make any Loan on or after the Termination Date.

          (b) Provided that no Default or Event of Default exists or would exist
     immediately before and after giving effect thereto, the Borrower may at any
     time and from time to time,  at its sole cost and expense,  request any one
     or more of the Banks to increase its Commitment  (such decision to increase
     the  Commitment of a Bank to be within the sole and absolute  discretion of
     such Bank), or request any other institution reasonably satisfactory to the
     Agent to provide a new  Commitment,  by submitting an Increase  Supplement,
     duly  executed  by the  Borrower  and each  such  increasing  Bank or other
     institution   agreeing  to  increase  its   Commitment  or  provide  a  new
     Commitment,  as the  case may be.  If such  Increase  Supplement  is in all
     respects reasonably satisfactory to the Agent, the Agent shall execute such
     Increase  Supplement  and deliver a copy  thereof to the  Borrower and each
     such  increasing  Bank or  other  institution,  as the  case  may be.  Upon
     execution and delivery of such Increase Supplement, (i) in the case of each
     such increasing Bank, such increasing  Bank's Commitment shall be increased
     to the amount set forth in such  Increase  Supplement,  (ii) in the case of
     each such other  institution,  such other  institution shall become a party
     hereto and shall for all purposes of the Loan  Documents be deemed a "Bank"
     with a  Commitment  in the  amount set forth in such  Increase  Supplement,
     (iii) in each case,  the Commitment of such  increasing  Bank or such other
     institution,  as the case may be,  shall be as set forth in the  applicable
     Increase  Supplement,   and  (iv)  the  Borrower  shall   contemporaneously
     therewith  execute and deliver to the Agent (x) for each Bank  providing an
     increased Commitment, a new Note in the amount of such increased Commitment
     in exchange for the return and  cancellation  of each such Bank's  existing
     Note and (y) for each such other institution providing a new Commitment,  a
     Note in the amount of its Commitment; provided, however, that:

               (i)  immediately  after  giving  effect  thereto,  the  aggregate
          Commitment of all the Banks shall not be in excess of $125,000,000.00;

               (ii) unless otherwise agreed to by the Agent,  each such increase
          shall be in an amount not less than $5,000,000 or an integral multiple
          of $1,000,000 in excess thereof;

                                       5
<PAGE>

               (iii) from the date  hereof  through  the  Commitment  Expiration
          Date,  the  Commitment  shall  not  be  increased  on  more  than  two
          occasions;

               (iv) if  Loans  shall be  outstanding  immediately  after  giving
          effect  to  such   increase,   each  Bank  shall  be  deemed  to  have
          automatically  assigned or assumed  from each other Bank such  rights,
          and  shall  have  been  deemed to have  automatically  assigned  to or
          assumed from or delegated to such other Bank such obligations, in each
          case without recourse,  representation or warranty, as shall cause the
          outstanding  principal  balance of its Loans to be an amount  equal to
          its Percentage of the aggregate  amount of all  outstanding  Loans (as
          used herein, a Bank's "Percentage" shall be determined by dividing the
          Commitment  of such  Bank as set forth in  Section  2.1(a) of the Loan
          Agreement,  by the total  Commitment  of all the Banks as set forth in
          such  Section  2.1(a);  provided,  that,  in each  case (x) the  table
          utilized  with  respect to such  Section  2.1(a)  shall be the revised
          table  distributed  by the Agent pursuant to this Section 2.1(b) , (y)
          the Commitment  shall be the increased  Commitment of all the Banks as
          provided by the Agent pursuant to this Section 2.1(b) and (z) the term
          "Banks"  shall  include all then  existing  Banks and any and all such
          "other  institutions" that shall become Banks (as more fully described
          above)).  Each such Bank shall make such  payments to, and as directed
          by, the Agent and the Agent  shall make such  payments to the Banks in
          order to cause the outstanding  principal balance of the Loans by each
          Bank to be an amount equal to its  Percentage of the aggregate  amount
          of all  outstanding  Loans  after  giving  effect  to  the  Commitment
          increase.  The Borrower  hereby agrees that (x) any amount that a Bank
          so pays to another  Bank  pursuant  to this  Section  2.1(b)  shall be
          entitled  to all  rights  of a Bank  under  this  Agreement  and  such
          payments to Banks shall  constitute Loans held by each such payor Bank
          under  this  Agreement,  (y) that each  such  payor  Bank may,  to the
          fullest extent permitted by law,  exercise all of its right of payment
          (including the right of set-off) with respect to such amounts as fully
          as if such payor Bank had  initially  advanced the Borrower the amount
          of such  payments  and (z) each Bank  receiving  payment  of its Loans
          pursuant to this Section may treat the assignment of Eurodollar  Loans
          as a prepayment of such  Eurodollar  Loans for purposes of Section 5.4
          hereof.

               (v) each such other institution shall have delivered to the Agent
          and the Borrower all forms,  if any, that are required to be delivered
          by such other institution pursuant to this Agreement;

               (vi)  within  two  Business  Days  after the Agent  executes  and
          delivers each Increase Supplement in accordance with the terms hereof,
          the Agent  shall  revise  the table  set  forth in  Section  2.1(a) to
          reflect the adjustments to the Commitments contemplated by clause (iv)
          above and shall promptly send a copy thereof to the Banks and upon the
          Agent's  distribution  of same,  the  Commitment of each Bank shall be
          automatically adjusted to be the Commitment set forth therein; and

               (vii) the Borrower shall have paid to Fleet Securities,  Inc., as
          arranger  of  the  increase  of  the  facility,   an  arrangement  fee
          satisfactory to Fleet Securities, Inc. and the Borrower.

          In  connection  with any increase to the  Commitment  pursuant to this
          Section, the Borrower, the Guarantor,  the Agent and each of the Banks
          hereby  consents to the addition of each "other  institution" as a new
          Bank as a Bank under this  Agreement with a Commitment as set forth in
          Section 2.1(a) of this Agreement, as amended and updated by the Agent.

                                       6
<PAGE>

          (k)  Section  10.17 of the Loan  Agreement  is  amended  by adding the
     following  phrase  immediately  to the end thereof  immediately  before the
     period:

               and (iii) the sale of property  pursuant to the  Permitted  Snake
          River Transaction

          (l) Section  10.19(vi) of the Loan Agreement is amended to read in its
     entirety as follows:

               (vi) the  Permitted  Snake  River  Transaction  and  transactions
          permitted by Sections 10.16 and 10.21 hereof.

          (m) Section 10.20(v) of the Loan Agreement is amended by replacing the
     phrase "; provided, however, that in no event" with the phrase "; provided,
     however, that, excluding obligations in connection with Equipment Operating
     Leases, in no event".

          (n) The  initial  paragraph  of  Section  10.27 of the Loan  Agreement
     (appearing  prior to the table set forth in such Section  10.27) is amended
     to read in its entirety as follows:

                    10.27  Limitation  on  Capital  Expenditures.Expend  in  the
               aggregate,  for the Borrower and all  Subsidiaries,  in excess of
               the amount set forth opposite the Fiscal Year ending the date set
               forth below for Capital  Expenditures  including payments made on
               account of Capitalized  Leases (but excluding,  for the avoidance
               of doubt,  payments  made or to be made on account  of  Equipment
               Operating Lease Obligations),  to be tested on a quarterly basis.
               For purposes of the foregoing, Capital Expenditures shall include
               equipment  acquired  under direct  purchases,  bank financing and
               payments  made on account of any  deferred  purchase  price or on
               account of any indebtedness incurred to finance any such purchase
               price:

          (o) A  new  Section  10.31  shall  be  added  to  the  Loan  Agreement
     immediately after Section 10.30 and shall read in its entirety as follows:

                  10.31 Margin Stock. Not use any portion of the proceeds of any
         Loan,  in whole or in part,  for the purpose of  purchasing or carrying
         any "margin stock" as such term is defined in Regulation U of the Board
         of Governors of the Federal Reserve System.

          (p) Section  15.1(i) of the Loan  Agreement  is amended to read in its
     entirety as follows:

          (i)  change  the  Commitments  of the Banks,  except as  permitted  by
          Section  2.1 (which  changes in  Commitments  shall only  require  the
          consent  of a  Bank  that  is  increasing  its  Commitment  and  shall
          automatically apply to all other Banks; provided, that, changes to the
          dollar  amounts in the  second  clause  (i) in  Section  2.1(b)  shall
          require the approval of all Banks);

          (q)  Section  15.2 of the Loan  Agreement  is  amended  to read in its
     entirety as follows:

               15.2 WAIVER OF TRIAL BY JURY. THE BORROWER,  GUARANTOR, AGENT AND
          THE BANKS (BY  ACCEPTANCE  OF THE NOTES)  MUTUALLY  HEREBY

                                       7
<PAGE>

          KNOWINGLY,  VOLUNTARILY AND INTENIONALLY WAIVE THE RIGHT TO A TRIAL BY
          JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
          CONNECTION  WITH THIS  AGREEMENT  OR ANY OF THE OTHER  LOAN  DOCUMENTS
          CONTEMPLATED  TO BE EXECUTED IN  CONNECTION  HEREWITH OR ANY COURSE OF
          CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
          ACTIONS OF ANY PARTY,  INCLUDING,  WITHOUT  LIMITATION,  ANY COURSE OF
          CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE AGENT AND/OR
          THE BANKS RELATING TO THE ADMINISTRATION OF THE LOANS AND/OR ANY OTHER
          CREDIT  FACILITIES  HEREUNDER OR THE ENFORCEMENT OF THE LOAN DOCUMENTS
          AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE  ANY SUCH ACTION
          WITH ANY OTHER  ACTION IN WHICH JURY  TRIAL  CANNOT BE OR HAS NOT BEEN
          WAIVED.  EXCEPT AS PROHIBITED BY LAW, THE BORROWER AND GUARANTOR  EACH
          HEREBY  WAIVE  ANY  RIGHT  IT MAY  HAVE TO  CLAIM  OR  RECOVER  IN ANY
          LITIGATION ANY SPECIAL,  EXEMPLARY,  PUNITIVE OR CONSEQUENTIAL DAMAGES
          OR ANY DAMAGES  OTHER THAN,  OR IN ADDITION TO,  ACTUAL  DAMAGES.  THE
          BORROWER AND GUARANTOR EACH CERTIFY THAT NO  REPRESENTATIVE,  AGENT OR
          ATTORNEY OF THE AGENT AND/OR THE BANKS HAS  REPRESENTED,  EXPRESSLY OR
          OTHERWISE,  THAT THE AGENT AND/OR THE BANKS WOULD NOT, IN THE EVENT OF
          LITIGATION,   SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER.  THIS  WAIVER
          CONSITUTES A MATERIAL INDUCEMENT FOR THE AGENT AND THE BANKS TO ACCEPT
          THIS  AGREEMENT,  THE NOTES,  THE OTHER LOAN  DOCUMENTS  AND TO EXTEND
          CREDIT TO THE BORROWER.

          (r)  Section  15.3 of the Loan  Agreement  is  amended  to read in its
     entirety as follows:

               15.3 Notices.  Except as otherwise expressly provided herein, all
          notices  hereunder  shall be in  writing  and  shall be  delivered  by
          telecopier, hand, overnight delivery or by mail. Notices given by mail
          shall be deemed to have been given  three (3) days after the date sent
          if sent by registered or certified mail, postage prepaid, and:

               (i)      if to the Borrower and/or the Guarantor, to:

                                  Suprema Specialties, Inc.
                                  510 East 35th Street
                                  Paterson, New Jersey  07543
                                  Attn:  President

               (ii)     if to the Agent or Fleet, to:

                                  Fleet National Bank
                                  208 Harristown Road
                                  Glen Rock, New Jersey  07452
                                  Attn:  Edward J. Waterfield,
                                         Senior Vice President

               (iii)    if to Sovereign, to:

                                  Sovereign Bank
                                  210 Smith Street
                                  Perth Amboy 08861
                                  Attn:  Owen McKenna, Vice President

                                       8
<PAGE>

               (iv)     if to Mellon, to:

                                  Mellon Bank, N.A.
                                  379 Thornall Street
                                  Edison, New Jersey  08837
                                  Attn:  Russ J. Lopinto, Vice President

               (v)      if to EAB, to:

                                  European American Bank
                                  335 Madison Avenue
                                  New York, New York 10017
                                  Attn:  George Stirling, Vice President

               (vi)     if to PNC, to:

                                  PNC Bank, National Association
                                  1 Garret Mountain Plaza
                                  West Paterson, New Jersey 07424
                                  Attn:  Judy Land, Vice President

               (vii)    if to National City, to:

                                  National City Bank
                                  One South Broad Street
                                  13th Floor
                                  Philadelphia, Pennsylvania 19107
                                  Attn:  Lyle Cunningham, Vice President


          or in the case of any party,  such other address as such party may, by
          written notice,  received by the Agent, have designated as its address
          for  notices  and in the case of any  institution  that  became a Bank
          after the Effective  Date of Amendment No. 2, such address as shall be
          designated on its assignment  agreement or otherwise in writing to the
          Agent.  Notices given by (i)  telecopier  shall be deemed to have been
          given when sent, (ii) hand shall be deemed to have been given the same
          day they have been sent and (iii)  overnight  delivery shall be deemed
          to have  been  given the day after  they  have  sent,  in each case if
          properly  addressed  to the party to whom  sent,  at its  address,  as
          aforesaid.  The Agent shall be entitled  to  reasonably  rely upon any
          telephonic  notices  purportedly  given  pursuant to the terms of this
          Agreement  and the  Borrower  and the  Guarantor  shall hold the Agent
          harmless  from  any  loss,  cost or  expense  ensuing  from  any  such
          reliance.

          (s) Section 15.7 of the Loan Agreement is amended by adding the phrase
     "(excluding the laws applicable to conflicts or choice of law)" immediately
     after the phrase "construed by the laws of the State of New Jersey".

          (t)  Section  15.17 of the Loan  Agreement  is  amended to read in its
     entirety as follows:

               15.17  References  in Other  Loan  Documents.  The  Borrower  and
          Guarantor  acknowledge  and  agree  that  any  reference  in any  Loan
          Document to "the  Agreement",  or words of like import shall mean this
          Agreement, as amended from time to time, and any reference in any

                                       9
<PAGE>

          Loan Document to the Notes,  the Loans,  or words of like import shall
          mean the Notes and the Loans as defined herein.

          (u) New  Sections  15.19,  15.20 and 15.21  shall be added to the Loan
     Agreement  immediately after Section 15.18 and shall read in their entirety
     as follows:

               15.19  Payments.  All payments under this Agreement and the Notes
          shall be applied first to the payment of all fees,  expenses and other
          amounts due to the Banks (excluding  principal and interest),  then to
          accrued interest, and the balance on account of outstanding principal;
          provided,  however,  that after the occurrence of an Event of Default,
          payments  will be applied to the  obligations  of the  Borrower to the
          Banks as the Required Banks determine in their sole discretion.

               15.20  Integration.  This  Agreement and the other Loan Documents
          are  intended  by the  parties as the final,  complete  and  exclusive
          statement  of  the  transactions   evidenced  thereby.  All  prior  or
          contemporaneous promises, agreements and understandings,  whether oral
          or written,  are deemed to be  superceded  by this  Agreement and such
          other  Loan  Documents,  and no  party  is  relying  on  any  promise,
          agreement  or  understanding  not set forth in this  Agreement or such
          other Loan Documents.

               15.21 Name of Fleet. Any reference in this Agreement or any other
          Loan Document to Fleet Bank, National  Association or Fleet Bank, N.A.
          shall be deemed to mean Fleet  National  Bank,  successor by merger to
          Fleet Bank, National Association.

     Section 3. Reallocation of Commitments; Notes.

          (a) The total  amount of each Bank's  Commitment  pursuant to the Loan
     Agreement  shall  be the  amount  set  forth  in  Section  2.1 of the  Loan
     Agreement, as amended by this Amendment.

          (b) All Loans of each Bank to the  Borrower  shall be  evidenced  by a
     Note of the  Borrower  substantially  in the form of  Exhibit A to the Loan
     Agreement  (the  "Note"),  which Note shall amend and restate the  existing
     Note payable to such Bank.

          (c) Upon the  Effective  Date,  the  Commitment  of each Bank shall be
     automatically adjusted as set forth in this Amendment.

     Section 4. Conforming  Amendments.  The Loan Agreement,  the Loan Documents
and  all  agreements,  instruments  and  documents  executed  and  delivered  in
connection  with any of the  foregoing,  shall each be deemed to be amended  and
supplemented  hereby to the  extent  necessary,  if any,  to give  effect to the
provisions  of this  Amendment,  and each Bank is  authorized to annex a copy of
this  Amendment  to its  respective  copy of the Loan  Agreement.  Except  as so
amended hereby,  the Loan Agreement and the other Loan Documents shall remain in
full force and effect in accordance with their respective terms.

                                       10
<PAGE>

     Section 5. Acknowledgments, Confirmations and Consent.

          (a) The Borrower and the Guarantor each  acknowledge  and confirm that
     the Liens granted pursuant to the Loan Agreement  secure the  indebtedness,
     liabilities  and  obligations  of the  Borrower  to the Banks and the Agent
     under the Notes as amended and restated  pursuant to this Amendment,  under
     the Loan Agreement as further amended by this Amendment and under the other
     Loan  Documents,  whether  or not so stated in such Loan  Agreement  and/or
     other Loan Document,  and that the term  "Obligations"  as used in the Loan
     Agreement  (or any other  terms used in the Loan  Agreement  to describe or
     refer to the  indebtedness,  liabilities and obligations of the Borrower to
     the Banks and the Agent) includes all other  indebtedness,  liabilities and
     obligations  of the  Borrower  under the Loan  Agreement as amended by this
     Amendment and under the amended and restated  Notes  executed in connection
     with this Amendment.

          (b) The  Guarantor  consents in all  respects to the  execution by the
     Borrower of this Amendment and acknowledges and confirms that the Guarantor
     continues  to  guarantee   the  full   payment  and   performance   of  the
     indebtedness,  liabilities  and  obligations of the Borrower under the Loan
     Agreement as further  amended by this  Amendment  and under the amended and
     restated  Notes  executed in connection  with this Amendment as provided in
     the Loan Agreement,  and remain in full force and effect in accordance with
     their respective terms.

     Section 6. Representations and Warranties.  The Borrower and the Guarantor,
as the case may be, each  represents and warrants to the Banks,  the Agent,  the
Syndication Agent and the Documentation Agent as follows:

          (a)  After  giving   effect  to  this   Amendment   (i)  each  of  the
     representations and warranties set forth in Section 9 of the Loan Agreement
     is  true  and  correct  in all  respects  as if  made  on the  date of this
     Amendment,  except for changes in the  ordinary  course of business  which,
     either  singly  or in the  aggregate,  are not  materially  adverse  to the
     business or financial condition of the Borrower or the Guarantor,  and (ii)
     no Default or Event of Default exists under the Loan Agreement.

          (b) Each of the Borrower and the  Guarantor  has the power to execute,
     deliver  and  perform,  and has taken  all  necessary  corporate  action to
     authorize the execution,  delivery and  performance  of, this Amendment and
     the other  agreements,  instruments  and  documents to be executed by it in
     connection  with this  Amendment.  No  consent  or  approval  of any Person
     (except for such consents as have been  obtained) and no consent,  license,
     certificate of need,  approval,  authorization or declaration of, or filing
     with, any governmental  authority,  bureau or agency is or will be required
     in connection  with the execution,  delivery or performance by the Borrower
     or the Guarantor,  or the validity or  enforceability of this Amendment and
     the other agreements, instruments and documents executed in connection with
     this Amendment.

          (c) The  execution,  delivery and  performance by the Borrower and the
     Guarantor of this  Amendment and each of the  agreements,  instruments  and
     documents executed in connection with this Amendment to which it is a party
     will not (i) violate any

                                       11
<PAGE>

     provision of law,  (ii)  conflict  with or result in a breach of any order,
     writ, injunction,  ordinance,  resolution, decree or other similar document
     or instrument  of any court or  governmental  authority,  bureau or agency,
     domestic or foreign,  or the certificate of incorporation or by-laws of the
     Borrower  or any  Guarantor,  (iii)  create  (with or without the giving of
     notice  or lapse  of  time,  or both) a  default  under  or  breach  of any
     agreement,  bond,  note or indenture to which the Borrower or any Guarantor
     is a party  or by which  any of them is  bound  or any of their  respective
     properties or assets is affected,  or (iv) result in the  imposition of any
     Lien of any nature whatsoever upon any of the properties or assets owned by
     or used in connection  with the business of the Borrower or any  Guarantor,
     except for the Liens created and granted pursuant to the Loan Documents.

          (d) This Amendment and each of the other  agreements,  instruments and
     documents  executed in connection with this Amendment to which the Borrower
     or the  Guarantor is a party has been duly  executed  and  delivered by the
     Borrower or the Guarantor,  as the case may be, and  constitutes  the valid
     and legally  binding  obligation of the Borrower or the  Guarantor,  as the
     case may be,  enforceable  in  accordance  with its  terms,  except as such
     enforcement   may  be  limited  by   applicable   bankruptcy,   insolvency,
     reorganization,  moratorium,  or other  similar  laws,  now or hereafter in
     effect,  relating to or affecting  the  enforcement  of  creditors'  rights
     generally  and except  that the remedy of  specific  performance  and other
     equitable remedies are subject to judicial discretion;  provided,  however,
     that  such  laws  shall  not   materially   interfere  with  the  practical
     realization of the benefits of the Security  Documents or the Liens created
     thereby,  except for: (i) possible delay,  (ii) situations  which may arise
     under  Chapter II of the U.S.  Bankruptcy  Code, II U.S.C.  ss.ss.  10 1 et
     seq., and (iii) equitable orders of any United States Bankruptcy Court.

          (e) Since January 1, 2000, the Borrower has not repurchased any of its
     issued and outstanding capital stock.

          (f)  To the  extent  the  Borrower  remains  in  compliance  with  the
     Borrowing  Base,  all  obligations  under the Loan  Agreement,  as  further
     amended pursuant to the terms of this Amendment,  constitute  "Senior Debt"
     as defined in that  certain Note  Agreement  dated as of March 9, 1998 with
     respect to $10,500,000 16.5% Senior Subordinated Notes Due March 1, 2006.

     Section 7. Fees and Expenses. The Borrower shall pay the following fees and
expenses in connection with this Amendment:

          (a) The Borrower shall pay to each increasing Bank a fee in the amount
     of .25% of the amount of the  increase,  if any, in Bank's  Commitment  set
     forth in this Amendment from such Bank's  Commitment set forth in Amendment
     No. 1, such fee to be payable upon execution of this Amendment.

          (b) The  Borrower  agrees to pay the Agent upon demand all  reasonable
     expenses,  including  reasonable  fees of attorneys and  paralegals for the
     Agent,   incurred  by

                                       12
<PAGE>

     the Agent in connection with the preparation,  negotiation and execution of
     this Amendment and any agreements,  instruments  and documents  executed or
     furnished in connection with this Amendment.

     Section 8. Miscellaneous.

          (a)  Except  as  specifically  amended  by this  Amendment,  the  Loan
     Agreement  and each of the  other  agreements,  instruments  and  documents
     executed in connection  with the Loan Agreement  shall remain in full force
     and effect in accordance with their respective terms.

          (b) THIS AMENDMENT AND ALL OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS
     EXECUTED AND DELIVERED IN CONNECTION  WITH THIS AMENDMENT SHALL BE GOVERNED
     BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW JERSEY
     APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THE
     STATE  OF NEW  JERSEY  BY  RESIDENTS  OF SUCH  STATE  (EXCLUDING  THE  LAWS
     APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

          (c) The provisions of this Amendment are severable,  and if any clause
     or provision shall be held invalid or  unenforceable in whole or in part in
     any  jurisdiction,  then such invalidity or  unenforceability  shall affect
     only such clause,  provision or part in such  jurisdiction and shall not in
     any manner affect such clause,  provision or part in any other jurisdiction
     or any other clause or provision in this Amendment in any jurisdiction.

          (d) This  Amendment may be signed in any number of  counterparts  with
     the  same  effect  as if all  parties  to this  Amendment  signed  the same
     counterpart.

          (e) This  Amendment  shall be binding upon and inure to the benefit of
     each of the Borrower and the Guarantor and their respective  successors and
     to the benefit of the Agent,  the Banks,  the Syndication  Agent and/or the
     Documentation Agent and their respective successors and assigns. The rights
     and  obligations  of each of the  Borrower  and the  Guarantor  under  this
     Amendment  shall not be assigned  or  delegated  without the prior  written
     consent  of the  Agent  and the  Banks,  and any  purported  assignment  or
     delegation without such consent shall be void.

     Section  9.  Effectiveness  of  Amendment.   This  Amendment  shall  become
effective (the "Effective Date") upon the later of (i) delivery from Borrower to
each Bank of a Note in a face amount equal to such Bank's Commitment (as amended
by this  Amendment)  which note shall amend and restate and be in replacement of
and  substitution  for its existing  promissory  note (such amended and restated
promissory  note, when executed and delivered,  shall be deemed one of the Notes
for all purposes of the Agreement) and documents relating thereto,  (ii) receipt
by the Agent of counterparts of this Amendment duly signed by each party hereto,
(iii)  receipt  by the Agent of a fully  executed

                                       13
<PAGE>

copy of an  Amendment  to the  Pledge  Agreement  in the  form of  Exhibit  B to
Amendment  No.  2,  (iv)  receipt  by the  Agent  of one  or  more  certificates
representing all the issued and outstanding  shares of Suprema  Northwest and an
irrevocable power of attorney with respect to such shares in the form of Exhibit
A to the Pledge Agreement, (v) the payment of the fees and expenses set forth in
Section 7 of this Amendment,  (vi) receipt by the Agent of corporate resolutions
and certificates of good standing with respect to Borrower and Guarantor,  (vii)
receipt by the Agent of such other documents that it shall  reasonably  request,
including  without  limitation duly executed  Uniform  Commercial Code financing
statements  with respect to all  Collateral  owned by Suprema  Northwest,  (vii)
receipt by the Agent of  evidence to the  consummation  of the  Permitted  Snake
River  Transaction and (ix) receipt by the Agent of an opinion of counsel to the
Borrower and Guarantor  substantially similar to the opinion of counsel provided
in connection with Amendment No. 1.


                            [Signature Pages Follow]


                                       14
<PAGE>




     IN WITNESS  WHEREOF,  the Borrower,  the Banks,  the Agent, the Syndication
Agent, the Documentation  Agent and the Guarantor have signed and delivered this
Amendment No. 2 as of the date first written above.

                                            SUPREMA SPECIALTIES, INC.,
                                                 as Borrower


                                            By /s/ Mark Cocchiola
                                               ---------------------------------
                                            Name: Mark Cocchiola
                                            Title: President

     Each of the guarantors  indicated  below hereby  consents to this Amendment
and reaffirms its continuing obligations under its guarantee as set forth in the
Loan  Agreement  as  amended  hereby  and all  the  documents,  instruments  and
agreements executed pursuant thereto or in connection therewith, without offset,
defense or counterclaim  (any such offset,  defense or counterclaim as may exist
being hereby irrevocably waived by each such guarantor).

                                            SUPREMA SPECIALTIES WEST, INC.,
                                              as a Guarantor


                                            By /s/ Mark Cocchiola
                                               ---------------------------------
                                            Name: Mark Cocchiola
                                            Title: President


                                            SUPREMA SPECIALTIES NORTHEAST, INC.,
                                              as a Guarantor

                                            By /s/ Mark Cocchiola
                                               ---------------------------------
                                            Name: Mark Cocchiola
                                            Title: President


                                            SUPREMA SPECIALTIES NORTHWEST INC.,
                                              as a Guarantor

                                            By /s/ Mark Cocchiola
                                               ---------------------------------
                                            Name: Mark Cocchiola
                                            Title: President


                                       15
<PAGE>


                                            FLEET NATIONAL BANK,
                                              successor by merger to Fleet Bank,
                                              National Association, as Agent and
                                              as a Bank


                                            By /s/ Edward D. Harrington
                                               ---------------------------------
                                            Name: Edward D. Harrington
                                            Title: Vice President






























                                       16
<PAGE>


                                            SOVEREIGN BANK,
                                              as Syndication Agent and as a Bank


                                            By /s/ Owen P. McKenna
                                               ---------------------------------
                                            Name: Owen P. McKenna
                                            Title: Vice President
































                                       17
<PAGE>


                                            MELLON BANK, N.A.,
                                              as Documentation Agent and
                                              as a Bank


                                            By /s/ Russ J. Lopinto
                                               ---------------------------------
                                            Name: Russ J. Lopinto
                                            Title: Vice President

































                                       18
<PAGE>


                                            EUROPEAN AMERICAN BANK,
                                              as a Bank


                                            By /s/ George L. Stirling
                                               ---------------------------------
                                            Name: George L. Stirling
                                            Title: Vice President

































                                       19
<PAGE>


                                            PNC BANK, NATIONAL ASSOCIATION,
                                              as a Bank


                                            By /s/ Richard Bishop
                                               ---------------------------------
                                            Name: Richard Bishop
                                            Title: Vice President
































                                       20
<PAGE>


                                            NATIONAL CITY BANK,
                                              as a Bank


                                            By /s/ Thomas J. McDonnell
                                               ---------------------------------
                                            Name: Thomas J. McDonnell
                                            Title: Senior Vice President































                                       21
<PAGE>


                                    EXHIBIT A
                           FORM OF INCREASE SUPPLEMENT
































                                       22
<PAGE>


                                    EXHIBIT B
                      FORM OF AMENDMENT TO PLEDGE AGREEMENT
































                                       23

</TEXT>
</DOCUMENT>
