AGRILINK FOODS, INC.

                      FOURTH 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 receipt by the Administrative  Agent of counterparts hereof which,
taken  together,  bear the  signatures of the Borrower,  the  Guarantors and the
Required  Lenders Section 2.1(e) of the Credit Agreement shall be amended by (i)
adding the phrase  "commencing  with the year 2000"  immediately  following  the
phrase "falling  between May 1 and July 15 of each year", and by adding the word
"such"  immediately  prior to the word "year"  wherever the word "year"  appears
thereafter, and (ii) by adding the following at the end of such Section:

                  "Also  anything  contained  elsewhere in this Agreement to the
                  contrary  notwithstanding,  for a  period  of  not  less  than
                  fifteen  consecutive days falling between May 1, 1999 and July
                  15, 1999 the aggregate  outstanding  principal  balance of the
                  Revolving  Credit  Loans and  Swing  Loans  shall  not  exceed
                  $30,000,000  (each such period of fifteen  consecutive days in
                  each  year  being  hereinafter  referred  to  as a  "Cleandown
                  Period") and unless the Company has selected and complied with
                  an  earlier  Cleandown  Period  then  (i) on July 1,  1999 the
                  Company  shall  reduce  the  aggregate  outstanding  principal
                  balance  of the  Revolving  Credit  Loans and  Swing  Loans to
                  $30,000,000  or  less  and  (ii)  the  Company  shall  not  be
                  permitted  to borrow  Revolving  Credit  Loans or Swing  Loans
                  prior to July 16,  1999 if after  giving  effect  thereto  the
                  aggregate  outstanding  principal balance thereof would exceed
                  $30,000,000."

         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 Fourth 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 Fourth Amendment to
Credit Agreement may be executed in counterparts, and by separate parties hereto
on separate


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counterparts  each to  constitute  an  original  but  all  but one and the  same
instrument.  This Fourth  Amendment to Credit Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois

     Dated as of the 18th day of June 1999.


                 AGRILINK FOODS, INC.

                         By    /s/ Earl L. Powers
                               -------------------------------------------------
                               Its  VP
                                    --------------------------------------------

                 PRO-FAC COOPERATIVE, INC.


                         By    /s/ Earl L. Powers
                               -------------------------------------------------
                               Its  VP
                                    --------------------------------------------


                 LINDEN OAKS CORPORATION
                        By     /s/ Timothy J. Benjamin
                               -------------------------------------------------
                               Its  President
                                    --------------------------------------------

                 KENNEDY ENDEAVORS, INCORPORATED
                         By    /s/ Earl L. Powers
                               -------------------------------------------------
                               Its  VP
                                    --------------------------------------------



 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/ Dianna D. Carr
                               -------------------------------------------------
                               Its  Vice President
                                    --------------------------------------------