<PAGE>
                                                                   Exhibit 10.15

                                  SEMINIS, INC.
                          SEMINIS VEGETABLE SEEDS, INC.
                                SVS HOLLAND B.V.
                      FIFTH AMENDMENT TO CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois

The Banks party to the Credit Agreement
  referred to below

Ladies and Gentlemen:

      Reference is hereby made to that certain Credit Agreement dated as of June
28, 1999, as amended (the "Credit Agreement"), among the undersigned, SEMINIS,
INC., a Delaware corporation ("Seminis"), SEMINIS VEGETABLE SEEDS, INC., a
California corporation ("SVS") and SVS HOLLAND B.V., a private company with
limited liability incorporated under the laws of The Netherlands ("SVS Holland"
and, together with Seminis and SVS, individually a "Borrower" and collectively
the "Borrowers"), you (the "Banks") and Harris Trust and Savings Bank, as
administrative agent for the Banks (the "Administrative Agent"). All capitalized
terms used herein shall have the same meaning as in the Credit Agreement unless
otherwise defined herein.

      The Administrative Agent, the Banks and the Borrowers wish to amend the
Credit Agreement to reestablish the Revolving Credit Commitments, to extend the
Termination Date to December 31, 2003, to change the interest rate provisions of
the Credit Agreement and to amend certain other provisions of the Credit
Agreement, all in the manner set forth in this Amendment.

1.  AMENDMENTS.

      Upon satisfaction of all of the conditions precedent set forth in Section
2 hereof, the following provisions of the Credit Agreement shall be amended,
effective as of December 31, 2002, as follows:

      1.1. Section 1.1(a) of the Credit Agreement shall be amended to read as
follows:

                        Section 1.1. The Revolving Credit. (a) Subject to all of
            the terms and conditions hereof, the Revolving Credit Lenders agree
            to extend a Revolving Credit to the Borrowers which may be availed
            of by the Borrowers in their discretion from time to time, be repaid
            and used again, during the period from the Fifth Amendment Effective
            Date to and including December 31, 2003 (the "Termination Date").
            The Revolving Credit may be utilized by the Borrowers in the form of
            loans (individually a "Revolving Credit Loan" and collectively the
<PAGE>
            "Revolving Credit Loans") and letters of credit (individually a
            "L/C" and collectively the "L/Cs"), provided that the aggregate
            amount of the principal amount of the outstanding Revolving Credit
            Loans, the aggregate amount available to be drawn under all
            outstanding L/Cs and, without duplication, the aggregate amount of
            unpaid Reimbursement Obligations with respect to L/Cs (collectively,
            the "Revolving Credit Obligations") at any one time shall not exceed
            the Revolving Credit Commitments, provided further, that in no event
            may SVS Holland obtain the issuance of L/Cs under the Revolving
            Credit and in no event may SVS Holland borrow or reborrow Revolving
            Credit Loans from and after the Fifth Amendment Effective Date.

                  As of January 13, 2003, the respective initial maximum
            aggregate principal amounts of the Revolving Credit at any one time
            outstanding and the percentage of the Revolving Credit available at
            any time which each Revolving Credit Lender agrees to make available
            to the Borrowers (its "Commitment Percentage") are as follows
            (collectively, the "Revolving Credit Commitments" and individually,
            a "Revolving Credit Commitment"):

<TABLE>
<S>                                               <C>               <C>
              Harris Trust and Savings Bank       $18,867,000.01    15%

              Fortis Capital Corp.                $16,171,714.29    12.85714285%

              Credit Agricole Indosuez            $11,679,571.43    9.28571429%

              Bank of America, N.A.               $ 8,984,285.71    7.14285714%

              The Bank of Nova Scotia             $ 8,984,285.71    7.14285714%

              Comerica Bank                       $ 8,984,285.71    7.14285714%

              Bank One, N.A.                      $ 8,984,285.71    7.14285714%

              Union Bank of California, N.A.      $ 8,984,285.71    7.14285714%

              Mizuho Corporate Bank, Ltd.         $ 8,984,285.71    7.14285715%

              Fleet National Bank                 $7,187,428.57     5.71428571%

              Cooperatieve Centrale Raiffeisen-   $7,187,428.57     5.71428571%
                 Boerenleenbank B.A., "Rabobank
                 Nederland", New York Branch

              U.S. Bank National Association      $5,390,571.43     4.28571429%

              KZH Highland 2 LLC                  $5,390,571.43     4.28571429%

              TOTAL                               $ 125,780,000     100%
</TABLE>

            The obligations of the Revolving Credit Lenders hereunder are
            several and not joint and no Revolving Credit Lender shall under any
            circumstances be obligated


                                      -2-
<PAGE>
            to extend credit under the Revolving Credit in excess of its
            Revolving Credit Commitment or its Commitment Percentage of the
            credit outstanding hereunder.

                  All Revolving Credit Loans made by the Revolving Credit
            Lenders on the same date are hereinafter referred to as a
            "Borrowing." Each Borrowing, other than a Borrowing pursuant to
            Section 1.5, shall be in a minimum amount not less than the lesser
            of $2,000,000 and the maximum amount that can then be borrowed under
            the Revolving Credit Commitments and shall be made pro rata from the
            Revolving Credit Lenders in accordance with their respective
            Commitment Percentages.

                  All Revolving Credit Loans made by each Revolving Credit
            Lender to any Domestic Borrower shall be evidenced by a Revolving
            Credit Note in the form (with appropriate insertions) attached
            hereto as Exhibit A-1 of the Domestic Borrowers payable to the order
            of such Revolving Credit Lender, and all Revolving Credit Loans made
            by each Revolving Credit Lender to SVS Holland shall be evidenced by
            a Revolving Credit Note in the form (with appropriate insertions)
            attached hereto as Exhibit A-2 of SVS Holland payable to the order
            of such Revolving Credit Lender (such Revolving Credit Notes are
            hereinafter referred to individually as a "Revolving Credit Note"
            and collectively as the "Revolving Credit Notes"). Without regard to
            the face principal amount of each Revolving Credit Note, the actual
            principal amount at any time outstanding and owing by the Borrowers
            on account thereof during the period ending on the Termination Date
            shall be the sum of all advances then or theretofore made thereon
            less all principal payments actually received thereon during such
            period."

      1.2. The amortization table appearing in the last paragraph of Section 1.2
of the Credit Agreement shall be amended to read as follows:

<TABLE>
<CAPTION>
                   PRINCIPAL PAYMENT DATE          AMOUNT OF PRINCIPAL PAYMENT
<S>                                            <C>
                   April 30, 2003                          $3,000,000

                   June 30, 2003                           $3,500,000

                   September 30, 2003                      $6,000,000

                   November 30, 2003                       $5,500,000

                   December 31, 2003           The outstanding principal balance
</TABLE>


                                      -3-
<PAGE>
      1.3. Section 1.4(a) of the Credit Agreement shall be amended to read as
follows:

                  "Section 1.4. Letters of Credit. (a) Subject to all the terms
            and conditions hereof, Harris shall issue L/Cs for the account of
            the Domestic Borrowers subject to availability under the Revolving
            Credit, and the Revolving Credit Lenders hereby agree to participate
            therein as more fully described in Section 1.6 hereof. Each L/C
            shall be issued pursuant to an application for letter of credit (an
            "L/C Agreement") in the form attached hereto as Exhibit C. The L/C's
            shall consist of stand-by letters of credit in an aggregate undrawn
            amount not to exceed $2,000,000. Each L/C shall conform to the
            general requirements of Harris for letters of credit as to form and
            substance, shall be in U.S. Dollars, shall be a letter of credit
            which Harris may lawfully issue and shall have an expiry date not
            more than one year from the date of issuance thereof (but in no
            event later than the Termination Date). The amount available under
            each L/C issued pursuant hereto shall be deducted from the credit
            otherwise available under the Revolving Credit. In consideration of
            the issuance of L/Cs each Domestic Borrower jointly and severally
            agrees to pay Harris a fee (the "L/C Participation Fee") in the
            amount per annum equal to three and one-half of one percent (3.5%)
            (computed on the basis of a 360-day year and actual days elapsed) of
            the undrawn amount for each L/C issued for the account of the
            Domestic Borrowers hereunder. In addition, the Domestic Borrowers
            shall pay Harris a fee (the "L/C Issuance Fee") in the amount equal
            to the greater of $300 and one-eighth of one percent (0.125%) of the
            stated amount of each L/C issued hereunder and such drawing,
            negotiation, amendment and other administrative fees in connection
            with each L/C as may be generally established by Harris from time to
            time for letters of credit issued by it of that type for each L/C
            (the "L/C Administrative Fee"). All L/C Participation Fees shall be
            payable monthly in arrears on the last day of each calendar month
            and on the Termination Date, and all L/C Administrative Fees and L/C
            Issuance Fees shall be payable on the date of issuance of each L/C
            hereunder and on the date required by Harris."

      1.4. Section 1.4 of the Credit Agreement shall be amended by deleting
subsection (d) thereof.

      1.5. Section 2.1 of the Credit Agreement shall be amended to read as
follows:

                  "Section 2.1. Interest. All Loans and unpaid Reimbursement
            Obligations shall bear interest (which the Borrowers jointly and
            severally promise to pay at the times herein provided), at the rate
            per annum equal to the greater of (a) the sum of the Base Rate in
            effect from time to time and three and one-half of one percent
            (3.5%), and (b) the sum of nine percent (9%) and the Incremental
            Interest Rate, provided that upon the occurrence and during the
            continuation of an Event of Default all Loans and unpaid
            Reimbursement Obligations shall bear interest (which the Borrowers
            jointly and severally promise to pay at the times herein provided),
            at the rate per annum determined by adding two and one-half of one
            percent (2.5%) to the rate of interest otherwise applicable thereto.
            Interest on the


                                      -4-
<PAGE>
            Loans, except for any interest accruing at the Incremental Interest
            Rate during the period commencing April 1, 2003 and ending June 30,
            2003, shall be payable monthly in arrears on the last day of each
            month in each year and at maturity (whether by lapse of time,
            acceleration or otherwise) of the applicable Notes. Interest
            accruing at the Incremental Interest Rate during the period
            commencing April 1, 2003, and ending June 30, 2003, shall be due and
            payable on June 30, 2003; provided that, if at any time before June
            30, 2003 the Revolving Credit Commitments have been terminated, all
            Loans and Reimbursement Obligations have been paid in full and no
            L/Cs are outstanding all interest accrued at the Incremental
            Interest Rate shall not be due and payable and shall be forgiven.
            All interest after maturity shall be due and payable upon demand."

      1.6. Section 3.1 of the Credit Agreement shall be amended to read as
follows:

                  "Section 3.1. Fees and Other Amounts. (a) The Borrowers agree
            to pay to the Administrative Agent for the pro rata account of the
            Banks a restructuring fee in the amount of $4,074,887 on the
            earliest of (i) March 31, 2003, (ii) the date on which the Revolving
            Credit Commitments have been terminated, all Loans and Reimbursement
            Obligations have been paid in full and no L/Cs are outstanding, and
            (iii) the date on which the indebtedness evidenced by the Notes and
            the Reimbursement Obligations have become due and payable pursuant
            to Section 8.2 or 8.3 of this Agreement. The unpaid balance of the
            restructuring fee in the amount of $4,074,887 shall bear interest at
            the rate per annum of 15% from December 31, 2002, until such balance
            is paid in full.

                  (b) The Borrowers agree to pay to the Administrative Agent for
            the pro rata account of the Banks an additional restructuring fee in
            the amount of 2.5% of the aggregate principal amount of all Loans
            and Reimbursement Obligations and the maximum amount available to be
            drawn under all L/Cs outstanding on the Fifth Amendment Effective
            Date, which shall be fully earned on said date and shall be payable
            on the Restructuring Fee Payment Date; provided that, if prior to
            the occurrence of the Restructuring Fee Payment Date the Revolving
            Credit Commitments have been terminated, all Loans and Reimbursement
            Obligations have been paid in full and no L/Cs are outstanding, the
            additional restructuring fee otherwise payable pursuant to this
            Section 3.1(b) shall not be due and payable and shall be forgiven.

                  (c) For the period from the Fifth Amendment Effective Date to
            and including the Termination Date, or such earlier date on which
            the Revolving Credit is terminated in whole pursuant to Section 3.4
            hereof, the Borrowers, jointly and severally, shall pay to the
            Administrative Agent for the account of the Banks a commitment fee
            with respect to the Revolving Credit at a rate per annum equal to
            one-half of one percent (0.5%) on the average daily unused amount of
            the Revolving Credit Commitments (determined in each case after
            giving effect to any reductions thereof as specified in Section 3.4
            hereof). Such fee shall be payable monthly in arrears on the last
            day of each month commencing on


                                      -5-
<PAGE>
            January 31, 2003, and on the Termination Date, unless the Revolving
            Credit is terminated in whole on an earlier date, in which event the
            fees for the period from the date of the last payment made pursuant
            to this Section 3.1(c) through the effective date of such
            termination in whole shall be paid on the date of such earlier
            termination in whole.

                  (d) In consideration of the execution and delivery by the
            Banks of the Fifth Amendment to Credit Agreement effective as of the
            Fifth Amendment Effective Date, the Borrowers agree to pay to the
            Administrative Agent for the pro rata account of the Banks an
            amendment fee in the amount of 0.5% of the aggregate principal
            amount of all Loans and Reimbursement Obligations and the maximum
            amount available to be drawn under all L/Cs outstanding on the Fifth
            Amendment Effective Date, which shall be fully earned on said date
            and shall be payable on the earliest of (i) March 31, 2003, (ii) the
            date on which the Revolving Credit Commitments have been terminated,
            all Loans and Reimbursement Obligations have been paid in full and
            no L/Cs are outstanding, and (iii) the date on which the
            indebtedness evidenced by the Notes and the Reimbursement
            Obligations have become due and payable pursuant to Section 8.2 or
            8.3 of this Agreement."

      1.7. Section 3.3(b) of the Credit Agreement shall be amended to read as
follows:

                  "(b) Mandatory Prepayments - Asset Sales. All Net Asset Sale
            Proceeds received by the Borrowers after the Fifth Amendment
            Effective Date shall be used to prepay the Term Loans then
            outstanding ratably in accordance with the outstanding principal
            amounts thereof until all Term Loans have been paid in full and then
            to prepay the Revolving Credit Loans then outstanding ratably in
            accordance with the outstanding principal amounts thereof. Each
            prepayment required by this Section shall be made no later than the
            Business Day following the date on which such Net Asset Sale
            Proceeds are immediately available to any Borrower. The first
            $5,000,000 of Net Asset Sale Proceeds received by the Borrowers from
            and after the Fifth Amendment Effective Date shall be applied to the
            principal installments on the Term Loans (other than the installment
            due on the final scheduled maturity date of the Term Loans) pro rata
            in accordance with the principal amounts thereof, and all Net Asset
            Sale Proceeds in excess of $5,000,000 shall be applied to the
            principal installments on the Term Loans (other than the installment
            due on the final scheduled maturity date of the Term Loans) in the
            inverse order of their respective maturities."

      1.8. Section 3.3 of the Credit Agreement shall be amended by adding
thereto the following provision as subsection (c) thereof:

                  "(c) Mandatory Prepayments - Seasonal Paydown. The Borrowers
            shall make such prepayments of Revolving Credit Loans and
            Reimbursement Obligations and, if necessary, deposit with the
            Administrative Agent cash collateral with respect to outstanding
            L/Cs in such amounts as shall be necessary


                                      -6-
<PAGE>
            so that after giving effect to such prepayments and deposits the
            Borrowers shall have Unused Availability of not less than
            $20,000,000 on July 31, 2003 and $15,000,000 on each of August 31,
            2003 and September 30, 2003."

      1.9. Section 3.4 of the Credit Agreement shall be amended to read as
follows:

                  "Section 3.4. Revolving Credit Termination. The Borrowers
            shall have the right at any time upon written notice to the
            Administrative Agent to terminate the Revolving Credit Commitments
            in whole or in part (but if in part in a minimum principal amount of
            $1,000,000 or such greater amount which is an integral multiple of
            $100,000); provided, however, that no such reduction or termination
            shall be permitted to the extent that, after giving effect to such
            reduction or termination and to any prepayments made on the
            effective date thereof, the sum of the aggregate principal amount of
            all outstanding Revolving Credit Loans, the aggregate amount
            available to be drawn under all outstanding L/Cs and, without
            duplication, the aggregate amount of unpaid Reimbursement
            Obligations with respect to L/Cs would exceed the Revolving Credit
            Commitments then in effect."

      1.10. Section 4.1 of the Credit Agreement shall be amended by adding the
following definitions thereto in the appropriate alphabetical order:

                  ""Fifth Amendment Effective Date" shall mean December 31,
            2002.

                  "Incremental Interest Rate" shall mean a rate of interest per
            annum equal to (a) 0% from the Fifth Amendment Effective Date
            through March 31, 2003, and (b) one-half of one percent (0.5%) from
            April 1, 2003, through June 30, 2003, increasing by one-quarter of
            one percent (0.25%) on July 1, 2003, and on the first day of every
            month thereafter.

                  "Refinancing Triggering Event" shall mean any of the
            following:

                  (a) the Preliminary Letter of Intent is terminated or expires;

                  (b) a definitive agreement for the purchase of capital stock
            of Seminis by private equity funds affiliated with Fox Paine
            pursuant to the Preliminary Letter of Intent (the "Purchase
            Agreement") shall not have been entered into on or before February
            28, 2003 (or any later date to which the Preliminary Letter of
            Intent has been extended but in any event no later than March 15,
            2003), or, if a Purchase Agreement has been entered into, it is
            terminated by any party for any reason and such termination is not
            rescinded or withdrawn within five (5) Business Days;

                  (c) any material consent or approval necessary for the
            completion of the Investment Transaction shall be denied and such
            denial is not rescinded or withdrawn within five (5) Business Days;


                                      -7-
<PAGE>
                  (d) on or before March 31, 2003 Seminis shall fail to have
            commitments for the financing necessary to complete the Investment
            Transaction and pay in full all of the Borrowers' Debt under the
            Loan Documents (or, in the case of any part of such financing that
            is to consist of a Debt offering in the high yield or public debt
            markets, letters from an investment bank or other financial advisor
            acceptable to the Required Banks to the effect that it is highly
            confident that such financing can be obtained);

                  (e) the tender offer for a portion of Seminis's publicly held
            common stock contemplated by the Preliminary Letter of Intent is not
            commenced on or before April 30, 2003 or, if commenced by that date,
            is unsuccessful, and the Investment Transaction is terminated as a
            result thereof; and

                  (f) any lenders to Savia or Pulsar whose loans are secured by
            liens on any preferred or common capital stock of Seminis shall take
            any action to enforce their rights as creditors of Savia or Pulsar,
            respectively;

                  "Restructuring Fee Payment Date" shall mean the first to occur
            of (a) October 31, 2003, (b) Seminis's failure to comply with the
            requirements of Section 7.31 or 7.32 hereof, (c) the occurrence of
            an Event of Default under Section 8.1(a) of this Agreement, and (d)
            the date on which the indebtedness evidenced by the Notes and the
            Reimbursement Obligations have become due and payable pursuant to
            Section 8.2 or 8.3 of this Agreement.

                  "Unused Availability" shall mean, as of any date of
            determination, the amount (if any) by which the aggregate amount of
            the Revolving Credit Commitments on such date exceeds the aggregate
            principal amount of all Revolving Credit Obligations on such date.

      1.11. The definition of the term "EBITDA" appearing in Section 4.1 of the
Credit Agreement shall be amended to read as follows:

                  ""EBITDA" shall mean for any period, Net Income for such
            period plus all amounts deducted in arriving at such Net Income
            amount in respect of (a) Interest Expense, amortization or write-off
            of debt discount, (b) foreign, federal, state and local income taxes
            for such period, (c) all amounts properly charged for depreciation
            of fixed assets and amortization of intangible assets during such
            period, (d) legal and professional fees incurred in connection with
            Seminis's efforts to refinance its Debt, (e) non-cash charges for
            the impairment of long-lived assets, (f) minus (in the case of
            gains) or plus (in the case of losses) on sale of assets outside the
            ordinary course of business, (g) minus (in the case of gains) or
            plus (in the case of losses) non-cash charges relating to foreign
            currency gains or losses, (h) minus non-cash minority interest
            income, and (i) plus (in the case of items deducted in arriving at
            Net Income) and minus (in the case of items added in arriving at Net
            Income) non-cash charges resulting from changes in accounting
            principles plus (j) non-cash restricted stock award charges incurred
            in


                                      -8-
<PAGE>
            Seminis' fiscal year ended September 30, 2002; plus (k) non-cash
            minority interest loss; and minus, to the extent included in the
            statement of such Net Income for such period, the sum of (i)
            interest income, and (ii) extraordinary income or gains as defined
            by generally accepted accounting principles, consistently applied."

    1.12. Section 7.4 of the Credit Agreement shall be amended by deleting the
word "and" appearing at the end of subsection (p) thereof, by replacing the
period appearing at the end of subsection (q) thereof with a semi-colon and by
adding the following provisions thereto as subsections (r), (s) and (t):

                  "(r) no less frequently than the last Business Day of every
            other week, and in any event promptly upon the occurrence of any
            material change to the terms of the Investment Transaction as set
            forth in the Preliminary Letter of Intent, written updates on the
            status of Savia's and Pulsar's efforts to restructure their capital
            structures;

                  (s) no less frequently than the last Business Day of every
            other week, written updates on the status of Seminis's efforts to
            refinance the Borrowers' Debt under the Loan Documents, and in any
            event no later than March 31, 2003, a timeline from an investment
            banker or placement broker for high yield debt regarding the
            placement or other issuance of high yield debt securities by
            Seminis; and

                  (t) promptly upon their receipt, copies of all commitment
            letters relating to senior credit facilities that will be used to
            refinance any part of the Borrowers' Debt under the Loan Documents."

      1.13. Section 7.14 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.14. Use of Proceeds. The Borrowers shall use the
            proceeds of the Loans and the L/Cs solely to finance their working
            capital requirements and for general corporate purposes."

      1.14. Section 7.18 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.18. Capital Expenditures. Each Borrower will not,
            and will not permit any Subsidiary to, expend for Capital
            Expenditures in an amount in excess of $19,800,000 during the fiscal
            year of Seminis ending September 30, 2003, and $5,500,000 from
            October 1, 2003, through the Termination Date."

      1.15. Section 7.22 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.22. Maximum Debt Ratio. Seminis shall not permit,
            as of the last day of each fiscal quarter ending on any date
            specified below, its Debt Ratio to be greater than the ratio
            specified for such date below:


                                      -9-
<PAGE>
<TABLE>
<CAPTION>
                                     DEBT RATIO SHALL NOT BE
            DATE                          GREATER THAN
<S>                                  <C>
            December 31, 2002               3.60 to 1
            March 31, 2003                  3.60 to 1
            June 30, 2003                   3.50 to 1
            September 30, 2003              3.50 to 1
</TABLE>

      1.16. Section 7.23 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.23. Minimum Cumulative EBITDA. Seminis shall
            maintain EBITDA during each period commencing on October 1, 2002 and
            ending as of each date specified below of not less than the amount
            specified for such date below:

<TABLE>
<CAPTION>
            PERIOD ENDING          EBITDA SHALL NOT BE LESS THAN
<S>                                <C>
            December 31, 2002      -$3,000,000
            March 31, 2003         $41,000,000
            June 30, 2003          $57,800,000
            September 30, 2003     $78,500,000
</TABLE>

      1.17. Subsection (i) of the proviso of Section 7.26 of the Credit
Agreement shall be amended to read as follows:

                  "(i) Seminis may pay dividends in an aggregate amount of up to
            $2,000,000 in each year on its Class B Preferred Stock, provided
            that concurrently with the payment of such dividends the Domestic
            Borrowers shall make principal prepayments on the Term Loans in
            addition to the principal payments required by Sections 1.2 and
            3.3(b) hereof and, if all Term Loans have been fully paid, the
            Revolving Credit Loans, in an aggregate principal amount equal to
            three times the amount of such dividends; and provided further that
            Seminis may pay such dividends on its Class B Preferred Stock
            without prepaying the Term Loans and/or Revolving Credit Loans
            pursuant to the preceding proviso if the Administrative Agent has
            received evidence satisfactory to it that the payment of such
            dividends is necessary for the completion of the Investment
            Transaction and the concurrent payment in full of all of the
            Borrowers' Debt under the Loan Documents; and".

      1.18. Section 7.31(a) of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.31. Additional Matters. (a) The Borrowers will not,
            and will not permit their respective Subsidiaries to, pay, agree to
            pay or otherwise become liable for (i) any break-up or other fees
            contemplated in Paragraph 9 of the


                                      -10-
<PAGE>
            Preliminary Letter of Intent (it being agreed and understood that
            the foregoing shall not prevent Seminis from paying its own costs
            and expenses incident to the Investment Transaction such as board
            costs relating to the board's review of the fairness of the
            Investment Transaction to Seminis' shareholders and the costs of
            arranging Seminis' financing), or (ii) any other break-up or other
            similar fees in connection with the Investment Transaction unless
            such fees are due and payable only (A) with the Required Banks'
            prior written consent, (B) upon the consummation of a merger,
            consolidation or sale of assets for which this Agreement requires
            that the Required Banks' prior written consent be obtained, or (C)
            upon the concurrent payment in full of all of the Borrowers'
            indebtedness, obligations and liabilities under this Agreement and
            the other Loan Documents, the cancellation of all L/Cs issued under
            this Agreement and the termination in full of the Banks' Revolving
            Credit Commitments."

      1.19. Section 7.29 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.29. Additional Collateral Matters. The Borrowers
            will, and will cause their respective Subsidiaries to, execute and
            deliver to the Administrative Agent such amendments and supplements
            to the Security Documents to which they are a party as the
            Administrative Agent may request in order to ensure that the Liens
            granted to it pursuant thereto secure the Term Loans as extended by
            the last paragraph of Section 1.2 and the Revolving Credit Loans as
            extended by the last paragraph of Section 1.1(a), such amendments
            and supplements to be received by the Administrative Agent no later
            than (a) February 15, 2003, in the case of amendments and
            supplements relating to Security Documents encumbering Collateral
            located in the United States, and (b) March 31, 2003, in the case of
            amendments and supplements relating to Security Documents
            encumbering Collateral located in any country other than the United
            States."

      1.20. Section 7.31 of the Credit Agreement shall be amended by adding
thereto the following provision as subsection (c) thereof:

                  "(c) No later than July 31, 2003, Seminis shall engage a
            financial advisor, investment banking firm and/or bank syndication
            agent reasonably acceptable to the Required Banks to assist it in
            refinancing the Borrowers' Debt under the Loan Documents."

      1.21. Section 7.32 of the Credit Agreement shall be amended to read as
follows:

                  "Section 7.32. Required Refinancing. If a Refinancing
            Triggering Event shall occur, at the Required Banks' request Seminis
            shall promptly and diligently proceed with a transaction in the
            private or public debt markets to refinance and pay in full all of
            the Borrowers' indebtedness, obligations and liabilities to the
            Banks and the Administrative Agent under the Loan Documents,
            including as part of such refinancing process, within 30 day of such
            request by the Required Banks,


                                      -11-
<PAGE>
            retaining a financial advisor, investment banking firm and/or bank
            syndication agent acceptable to the Required Banks to assist it in
            that process and presenting to the Banks a plan and a timeline in
            reasonable detail for such refinancing prepared with the assistance
            of its advisors. The Required Banks shall notify Seminis within 15
            days of the presentation of such plan and timeline whether they are
            acceptable to the Required Banks (which acceptance shall not be
            unreasonably withheld) and, if they are acceptable to the Required
            Banks, the Borrowers and the Required Banks shall enter into a
            further amendment to this Agreement to require that the Borrowers
            comply with the terms of such plan and timeline."

      1.22. Section 8.1(m) of the Credit Agreement shall be amended to read as
follows:

                  "(m) Intentionally omitted."

2.  CONDITIONS PRECEDENT.

      This Amendment shall become effective upon the satisfaction of all of the
following conditions precedent:

      2.1. The Administrative Agent, the Banks and the Borrowers shall have
executed and delivered this Amendment.

      2.2. The Borrowers shall have delivered to the Administrative Agent for
the benefit of the Banks in sufficient counterparts for distribution to the
Banks:

                  (a) good standing certificates for each Domestic Borrower
            issued by the Secretary of State of the state of its incorporation
            and each state in which it is qualified to do business as a foreign
            corporation, dated no earlier than January 1, 2003;


                  (b) copies, certified as true, correct and complete by the
            Secretary or Assistant Secretary of each Domestic Borrower and a
            Managing Director of SVS Holland, of resolutions regarding the
            transactions contemplated by this Amendment, duly adopted by the
            Board of Directors of each Domestic Borrower and the Managing
            Director of SVS Holland, respectively, and satisfactory in form and
            substance to all of the Banks and which in the case of resolutions
            of the Board of Directors of Seminis shall direct management to
            comply with Sections 7.31 and 7.32 of the Credit Agreement as
            amended by this Amendment; and

                  (c) an incumbency and signature certificate for each Borrower
            satisfactory in form and substance to all of the Banks;

      2.3. Legal matters incident to the execution and delivery of this
Agreement and the other Loan Documents contemplated hereby shall be satisfactory
to each of the Banks and their legal counsel; and the Administrative Agent shall
have received the favorable written opinion of Milbank, Tweed, Hadley & McCloy
LLP, counsel for the Domestic Borrowers, substantially in


                                      -12-
<PAGE>
the form of Exhibit A, and the favorable written opinion of Stibbe, counsel to
SVS Holland and SVS Europe, substantially in the form of Exhibit B.

      2.4. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement shall be and remain true and correct as to each of the
Borrowers as of the effective date hereof (or, if any such representation and
warranty is expressly stated to have been made as of a specific date, as of such
specific date), except that the representations and warranties made under
Section 5.2 (except the last sentence thereof) shall be deemed to refer to the
most recent financial statements furnished to the Banks pursuant to Section 7.4
of the Credit Agreement.

      2.5. Subject to Section 3.2, no Potential Default or Event of Default
shall have occurred and be continuing.

      2.6. The Borrowers shall have paid the Administrative Agent such fees and
expenses, including legal fees and the fees for the Administrative Agent's
industry consultants and financial consultants, for which the Administrative
Agent has submitted an invoice.

      2.7. The Administrative Agent shall have received an update of the
valuation of the Borrowers' and their Subsidiaries' intellectual property
performed by Verdant Partners in May, 2002.

      2.8. Seminis and SVS shall have executed and delivered to the
Administrative Agent a fee agreement acceptable in form and substance to the
Administrative Agent.

3.  REPRESENTATIONS AND WARRANTIES.

      The Borrowers represent and warrant to the Administrative Agent and the
Banks as follows:

     3.1. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement are true and correct as to each of the Borrowers as of the
effective date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date),
except that the representations and warranties made under Section 5.2 (except
the last sentence thereof) shall be deemed to refer to the most recent financial
statements furnished to the Banks pursuant to Section 7.4 of the Credit
Agreement.

     3.2. Except for the requirements of Section 4.5 of the Fourth Amendment
(which shall be waived upon this Amendment becoming effective), the Borrowers
are in full compliance with all of the terms and conditions of the Loan
Documents and no Event of Default or Potential Default has occurred and is
continuing thereunder or shall result after giving effect to this Amendment.

4.  MISCELLANEOUS.

      4.1. The Borrowers have heretofore executed and delivered to the
Administrative Agent certain Security Documents, and the Borrowers hereby agree
that the Security Documents shall


                                      -13-
<PAGE>
secure all of the Borrowers' indebtedness, obligations and liabilities to the
Administrative Agent and the Banks under the Credit Agreement as amended by this
Amendment, that, notwithstanding the execution and delivery of this Amendment,
the Security Documents shall be and remain in full force and effect, and that
any rights and remedies of the Administrative Agent thereunder, obligations of
the Borrowers thereunder and any liens or security interests created or provided
for thereunder shall be and remain in full force and effect and shall not be
affected, impaired or discharged thereby. Nothing herein contained shall in any
manner affect or impair the priority of the liens and security interests created
and provided for by the Security Documents as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.

     4.2. Each Borrower hereby represents, warrants, acknowledges and agrees
that (i) there are no set offs, counterclaims or defenses against the Notes, the
Credit Agreement (as amended or otherwise modified hereby) or any other Loan
Documents (as amended or otherwise modified hereby or by the security agreement
amendments) and (ii) there are no claims (absolute or contingent or matured or
unmatured) or causes of action by any Borrower against any Bank or any Agent in
connection with the Credit Agreement, the Notes and the other Loan Documents.
Notwithstanding the immediately preceding sentence and as further consideration
for the agreements and understandings contained herein, each Borrower hereby
releases the Agents and the Banks, their respective predecessors, officers,
directors, employees, agents, attorneys, affiliates, subsidiaries, successors
and assigns, from any liability, claim, right or cause of action which now
exists or hereafter arises as a result of acts, omissions or events occurring on
or prior to the date hereof, whether known or unknown, in connection with the
Credit Agreement, the Notes and the other Loan Documents.

     4.3. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, or any communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.

     4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereby may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.

     4.5. Except as specifically modified hereby, the Credit Agreement shall
remain in full force and effect in accordance with its terms. Without limiting
the generality of the foregoing, this Amendment shall not extinguish the Loans,
Reimbursement Obligations or any other indebtedness, obligations and liabilities
of the Borrowers under the Credit Agreement or the other Loan Documents, and
nothing contained herein shall be construed as a substitution or novation of the
Loans, Reimbursement Obligations or any other indebtedness, obligations and
liabilities of the Borrowers under the Credit Agreement and the other Loan
Documents, which shall remain outstanding thereunder as modified hereby.


                                      -14-
<PAGE>
     4.6. The Required Banks agree that Seminis shall be required to deliver its
audited financial statements for the fiscal year ended September 30, 2002, to
the Banks no later than January 15, 2003, instead of December 31, 2002.


                                      -15-
<PAGE>
      Upon acceptance hereof by the Administrative Agent and the Banks in the
manner hereinafter set forth, this Amendment shall be a contract between us for
the purposes hereinabove set forth.

      Dated and effective as of December 31, 2002.

                                         SEMINIS, INC.



                                         By ____________________________________
                                           Its _________________________________


                                         SEMINIS VEGETABLE SEEDS, INC.



                                         By ____________________________________
                                           Its _________________________________


                                         SVS HOLLAND B.V.



                                         By ____________________________________
                                           Its _________________________________


                                      -16-
<PAGE>
      Accepted and agreed to as of the day and year last above written.


                                     HARRIS TRUST AND SAVINGS BANK,
                                        individually and as Administrative Agent


                                     By ____________________________________
                                        Its Vice President


                                     CREDIT AGRICOLE INDOSUEZ


                                     By ____________________________________
                                        Its ________________________________


                                     By ____________________________________
                                        Its ________________________________


                                     BANK OF AMERICA, N.A.


                                     By ____________________________________
                                        Its ________________________________


                                     THE BANK OF NOVA SCOTIA


                                     By ____________________________________
                                        Its ________________________________


                                      COMERICA BANK


                                     By ____________________________________
                                        Its ________________________________


                                      BANK ONE, NA


                                     By ____________________________________
                                        Its ________________________________



                                      -17-
<PAGE>
                                         UNION BANK OF CALIFORNIA, N.A.


                                         By ____________________________________
                                           Its _________________________________


                                         FLEET NATIONAL BANK


                                         By ____________________________________
                                           Its _________________________________


                                         FORTIS CAPITAL CORP.


                                         By ____________________________________
                                           Its _________________________________


                                         COOPERATIEVE CENTRALE RAIFFEISEN-
                                              BOERENLEENBANK B.A., "RABOBANK
                                              NEDERLAND", New York Branch


                                         By ____________________________________
                                           Its _________________________________


                                         By ____________________________________
                                           Its _________________________________


                                         MIZUHO CORPORATE BANK


                                         By ____________________________________
                                           Its _________________________________


                                         U.S. BANK NATIONAL ASSOCIATION


                                         By ____________________________________
                                           Its _________________________________


                                      -18-
<PAGE>
                                         KZH HIGHLAND 2 LLC


                                         By ____________________________________
                                           Its _________________________________


                                      -19-