AGRILINK FOODS INC
SEVENTH AMENDMENT TO THE CREDIT AGREEMENT
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<FILENAME>seventhamendment2001k.txt
<DESCRIPTION>SEVENTH AMENDMENT TO THE CREDIT AGREEMENT
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                              AGRILINK FOODS, INC.
                      SEVENTH AMENDMENT TO CREDIT AGREEMENT

To the Agents and Lenders
   Party to the Credit Agreement
   referred to below

Gentlemen:

         We refer to the Credit Agreement dated as of September 23, 1998 among
Agrilink Foods, Inc. as Borrower, Pro-Fac Cooperative, Inc., Linden Oaks
Corporation and Kennedy Endeavors, Incorporated as Guarantors, Harris Trust and
Savings Bank individually and as Administrative Agent and the other lenders from
time to time parties thereto as amended and currently in effect between us (the
"Credit Agreement"), capitalized terms used without definition below to have the
meanings ascribed to them in the Credit Agreement.

         Upon satisfaction of the conditions precedent to effectiveness set
forth below, the Credit Agreement shall be amended in certain respects effective
as of June 30, 2001 (the "Effective Date"), all as hereinafter set forth:

         1.       AMENDMENTS.

                    A.     Sections  8.11 through 8.14 of the Credit  Agreement
 shall be amended and restated as so amended to read as follows:

                  Section 8.11. Leverage Ratio The Parent will as of the last
day of each fiscal quarter (commencing with the second fiscal quarter of fiscal
1999), have a Leverage Ratio of not more than that specified for such fiscal
quarter below:

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                                              MAXIMUM LEVERAGE
            FOR FISCAL QUARTERS :              RATIO SHALL BE
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Second of Fiscal 1999                            6.00 to 1
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Third of Fiscal 1999                             5.75 to 1
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Fourth of Fiscal 1999                            5.50 to 1
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First of Fiscal 2000                             6.50 to 1
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------------------------------------------------------------------------------
Second of Fiscal 2000                            6.25 to 1
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Third of Fiscal 2000                             6.00 to 1
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Fourth of Fiscal 2000                            5.00 to 1
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First, Second and Third Quarters of Fiscal 2001  5.15 to 1
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Fourth of Fiscal 2001                            5.35 to 1
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First and Second of Fiscal 2002                  5.90 to 1
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Third of Fiscal 2002                             5.50 to 1
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Fourth of Fiscal 2002                            5.00 to 1
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All Fiscal Quarters of 2003                      4.25 to 1
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All Fiscal Quarters of 2004                      4.00 to 1
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All Fiscal Quarters Thereafter                   3.75 to 1
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        Section 8.12. Fixed Charge Coverage Ratio. The Parent will as of the
last day of each fiscal quarter (commencing with the second fiscal quarter of
fiscal 1999) have a Fixed Charge Coverage Ratio of not less than that specified
for such fiscal quarter below:

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AS OF THE LAST DAY OF THE FOLLOWING      FIXED CHARGE COVERAGE RATIO
        FISCAL QUATERS:                    SHALL NOT BE LESS THAN:
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Second through Fourth of fiscal 1999              1.05 to 1
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First through Third of fiscal 2000                0.95 to 1
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Fourth of Fiscal 2000                             1.15 to 1
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First through Third of Fiscal 2001                1.10 to 1
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Fourth of Fiscal 2001                             1.05 to 1
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First of Fiscal 2002                              0.98 to 1
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Second of Fiscal 2002                             1.00 to 1
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Third and Fourth of Fiscal 2002                   1.10 to 1
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First and Second of Fiscal 2003                   1.20 to 1
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Third of Fiscal 2003                              1.25 to 1
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Fourth of Fiscal 2003                            1.375 to 1
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All Fiscal Quarters thereafter                    1.50 to 1
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        Section 8.13. EBITDA. The Parent will as of the last day of each fiscal
quarter have EBITDA for the period of four fiscal quarters then ended of not
less than that specified for such fiscal quarter below (with EBITDA for periods
prior to the Acquisition Closing Date computed as though DFVC were at all times
a Subsidiary of the Company and as though the Company had not owned its aseptic
business):

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  For fiscal quarters:                    EBITDA shall not be less than
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First and second of fiscal 1999                  $115,000,000
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Third of fiscal 1999                             $120,000,000
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Fourth of fiscal 1999                            $125,000,000
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First of fiscal 2000                             $108,000,000
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Second of fiscal 2000                            $110,000,000
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Third of fiscal 2000                             $115,000,000
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Fourth of fiscal 2000                            $135,000,000
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First, Second and Third of fiscal 2001           $130,000,000
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Fourth of fiscal 2001                            $120,000,000
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First and Second of fiscal 2002                  $110,000,000
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Third of fiscal 2002                             $120,000,000
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Fourth of fiscal 2002 and all fiscal quarters    $130,000,000
thereafter
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        Section 8.14. Interest Coverage Ratio. The Parent will as of the last
day of each fiscal quarter (commencing with the second fiscal quarter of fiscal
1999) have an Interest Coverage Ratio of not less than that specified for such
quarter below:

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                                              Interest Coverage Ratio
       For fiscal quarters:                   shall not be less than
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Second through fourth of fiscal 1999             1.90 to 1
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First, Second and Third of fiscal 2000           1.40 to 1
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Fourth of fiscal 2000                            1.75 to 1
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First, Second and Third of fiscal 2001           1.65 to 1
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Fourth of fiscal 2001                            1.60 to 1
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First and Second of fiscal 2002                  1.55 to 1
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Third of fiscal 2002                             1.80 to 1
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Fourth of fiscal 2002                            2.00 to 1
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First of fiscal 2003                             2.10 to 1
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Second of fiscal 2003                            2.15 to 1
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Third of fiscal 2003 and all fiscal quarters     2.25 to 1
thereafter
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               B. The  definition of the term  "Interest  Expense"  appearing in
          Section  1.1 of the  Credit  Agreement  shall be  amended by added the
          following at the end thereof:

                  "The term "Interest Expense" shall in any event exclude fees
                  payable to any of the Lenders as a condition to any amendment,
                  modification or waiver of any of the provisions of the loan
                  Documents or which are payable under any amendment to the
                  Credit Agreement (whenever executed) if the payment of such
                  fee is subject to a contingency which was uncertain to occur
                  at the time the amendment which requires the payment of such
                  fee was executed and delivered."

               C. The  definition of the term "EBITDA"  appearing in Section 1.1
          of the Credit  Agreement  shall be amended by adding the  following at
          the end thereof:

                  "In the event that any such non-cash charge is excluded from
                  the computation of Consolidated Net Income for a given period
                  pursuant to the immediately preceding sentence but the
                  circumstances giving rise to such charge has a cash impact in
                  a subsequent period which would have reduced Consolidated Net
                  Income but for the charge in the prior period, such impact
                  shall be taken into account in computing Consolidated Net
                  Income in the period when such impact occurs."

               D. Section 4.5 of the Credit Agreement (dealing with terminations
          of the Revolving  Credit  Commitments)  shall be amended by adding the
          following sentence at the end thereof:

                  "The forgoing to the contrary not withstanding, the Company
                  may irrevocably terminate the Revolving Credit Commitments in
                  whole concurrently with paying the principal of and interest
                  on all Revolving Credit Loans and Swing Loans, any amount due
                  under Section 3.8 hereof in respect of such payment, all
                  accrued fees and other amounts owing under the Loan Documents
                  and either terminating all then outstanding Letters of Credit
                  or making other

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                  arrangements satisfactory to the Issuing Bank with respect to
                  such outstanding Letters of Credit pursuant to which the
                  Issuing Bank irrevocably notifies the Revolving Credit Lenders
                  that they no longer have any liability to it in respect of
                  such outstanding undrawn Letters of Credit, whether pursuant
                  to Section 2.1(c)(v) of the Credit Agreement or otherwise."

         2.       CONTINGENT FEES AND MARGIN ADJUSTMENTS.

                   (a) Changes in Applicable Margins. If on or before April 1,
         2002 the Company has not delivered to the Administrative Agent a signed
         commitment letter from a financially responsible party or parties
         pursuant to which such party or parties commit to purchase $100,000,000
         or more of equity securities of the Company or the Parent subject only
         to final (as opposed to initial or preliminary) due diligence and other
         terms and conditions customary in commitments for private placements of
         equity securities together with a letter from the Company or the Parent
         (as applicable) indicating that it is prepared to accept such offer,
         each Applicable Margin (other than the Applicable Margin for the
         commitment fee) as otherwise computed pursuant to the Credit Agreement
         shall increase effective April 1, 2002 by .50% per annum; if such
         letters have not been delivered by July 1, 2002 such Applicable Margins
         shall increase effective July 1, 2002 by an additional .25% per annum
         and if such letters have not been delivered by October 1, 2002 such
         Applicable Margins shall increase effective October 1, 2002 by a
         further .25% per annum. Any increases in the Applicable Margins
         provided by the immediately preceding sentence shall terminate
         effective on the earlier of (i) the date letters complying with the
         requirements hereof are delivered to the Administrative Agent, (ii) the
         date of application by the Parent or the Company of the net proceeds of
         the issuance or $100,000,000 or more of equity securities for cash to
         the prepayment of the Term Loans, or (iii) five Business Days after
         receipt by the Administrative Agent of the audit reports called for by
         Section 8.5(b) of the Credit Agreement with respect to the fiscal year
         ending June 29, 2002 if, but only if, in the case of this clause (iii)
         the Plan Performance Condition (as hereinafter defined) is satisfied.
         If any letters complying with the requirements of the first sentence of
         this Section 2(a) have been delivered and the commitment or acceptance
         contained therein terminates or expires then effective on the date of
         such termination or expiration the Applicable Margins shall adjust to
         what they would have been had such letters never been delivered (and
         shall continue to adjust as provided for above) unless and until new
         letters are delivered complying with the requirements of the first
         sentence of this Section 2(a). Nothing herein contained shall
         constitute a commitment on the part of the Lenders to waive, amend or
         modify any provision of the Credit Agreement which would be breached
         were an equity transaction consummated but the fact that an amendment,
         modification or waiver which under the terms of the Credit Agreement
         would be effective upon approval of same by the Required Lenders is
         necessary to consummate a transaction shall not mean that the
         commitment letter fails to comply with the requirements of the first
         sentence of this Section 2(a).

                   (b) Fees. If the Parent or the Company has not received the
         net proceeds of the issuance of $100,000,000 or more of equity
         securities for cash and applied such net proceeds to the prepayment of
         the Term Loans on or before June 30, 2002 then on October 1, 2002 the
         Company shall pay to the Administrative Agent for the ratable account
         of the Lenders a fee equal to (i) 1% of the sum of the Revolving Credit
         Commitments and the Term Loans outstanding on June 30, 2002 if the Plan
         Performance Condition is not satisfied or (ii) one half of 1% of the
         sum of the Revolving Credit

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         Commitments and the Term Loans outstanding on June 30, 2002 if the Plan
         Performance Condition has been satisfied. The foregoing provisions of
         this Section 2(b) to the contrary notwithstanding, no fee shall be
         payable under this Section 2(b) if (i) on or before October 1, 2002 the
         Loans are paid in full, the Revolving Credit Commitments are terminated
         and all Letters of Credit have terminated or expired or arrangements
         have been made with respect thereto satisfactory to the Issuing Bank
         and the Issuing Bank has irrevocably notified the Revolving Credit
         Lenders that they no longer have any liability to it in respect of such
         outstanding undrawn Letters of Credit, whether pursuant to Section
         2.1(c)(v) of the Credit Agreement or otherwise or (ii) the requisite
         equity issuance transaction has failed to close solely due to the
         failure of the Required Lenders to approve a Required Lender amendment,
         modification or waiver of the Credit Agreement which was necessary to
         accommodate the transaction and which, when taken together with the
         benefits to the Lenders of consummating the transaction, would not
         impair the credit quality of the Loans. The provisions of this Section
         2(b) may be amended, modified or waived but only by an instrument in
         writing signed by the Parent, the Company and the Required Lenders,
         provided that, anything contained in the Credit Agreement to the
         contrary notwithstanding, such an amendment, modification or waiver
         shall require the consent of all Lenders if the same would be effective
         prior to the closing of the issuance of $100,000,000 or more of equity
         securities by the Parent or the Company for cash.

                   (c) Definitions. The term "Plan Performance Condition" shall
         mean that EBITDA for the Parent for the fiscal year ending June 29,
         2002 is $140,000,000 or more and the Leverage Ratio computed as of the
         last day of the Parent's fiscal year ended June 29, 2002 is equal to or
         less than 4.50 to 1. The term "net proceeds" shall mean the gross
         purchase price for equity securities less ordinary and customary
         investment banking, advisory, legal, accounting and other fees and
         expenses incurred in connection with the issuance and sale of the
         equity securities in question.

         3. CONDITIONS PRECEDENT TO EFFECTIVENESS. Subject to the last sentence
of this Section 2, this Seventh Amendment to Credit Agreement shall become
effective upon (i) receipt by the Administrative Agent of counterparts hereof
which, taken together, bear the signatures of the Borrower, the Guarantors and
the Required Lenders and (ii) receipt by the Administrative Agent of a fee for
each Lender executing this Seventh Amendment to Credit Agreement and returning
it to the Administrative Agent on or before August 31, 2001 (the "Assenting
Lenders") in an amount equal to 1/4 of 1% of the sum of its Revolving Credit
Commitment and the outstanding principal balance of its Term Loans (the
Administrative Agent to promptly distribute such fees to the Assenting Lenders
upon this Seventh Amendment to Credit Agreement becoming effective). Upon
satisfaction of the foregoing conditions, all amendments provided for herein
shall be deemed effective as of the Effective Date irregardless of the date such
conditions were satisfied.

         4. MISCELLANEOUS. Except as specifically amended hereby, all of the
terms, conditions and provisions of the Credit Agreement shall stand and remain
unchanged and in full force and effect. No reference to this Seventh Amendment
to Credit Agreement need be made in any instrument or document at any time
referring to the Credit Agreement, a reference to the Credit Agreement in any of
such to be deemed to be a reference to the Credit Agreement as amended hereby.
This Seventh Amendment to Credit Agreement shall constitute a "Loan Document"
for purposes of the Credit Agreement and may be executed in counterparts, and by
separate parties hereto on separate counterparts each to constitute an original
but all but one and the same instrument. The headings of the sections hereof are
for convenience of reference only and shall not affect the meaning of the
provisions hereof. This Seventh Amendment to Credit

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         Agreement shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

       Dated as of the 30th day of June 2001.

                        AGRILINK FOODS, INC.

           By    /s/ Earl L. Powers
               Its   EVP


                        PRO-FAC COOPERATIVE, INC.

            By   /s/ Earl L. Powers
               Its   VP Treasurer


                        LINDEN OAKS CORPORATION

            By    /s/ Timothy J. Benjamin
               Its    President


                        KENNEDY ENDEAVORS, INCORPORATED

            By    /s/ Earl L. Powers
               Its    VP Secretary


         Accepted and agreed to as of the date last above written.


                        HARRIS TRUST AND SAVINGS BANK, individually and as
                        Administrative Agent, Issuing Bank and Swing Lender

            By    /s/ Shane Koonce
               Its    Vice President



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