AGRILINK FOODS, INC.

                       FIRST 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 22, 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, Bank of Montreal Chicago
Branch  individually and as Syndication Agent and the other lenders from time to
time parties thereto (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 signature of the  Borrower,  the  Guarantors  and the
Required Lenders Section 8.24 of the Credit Agreement shall be amended by adding
the following at the end thereof:

               "further provided that the foregoing restrictions shall not apply
               to  prohibitions or restrictions on the declaration or payment of
               dividends or equity  distributions by the Company entered into in
               connection with its incurrence of Indebtedness."

         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 First 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 First Amendment to
Credit  Agreement 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.  This First 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 10th day of November 1998.

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                 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/ H. Glen Clarke
                               -------------------------------------------------
                               Its  Vice President
                                    --------------------------------------------
                 BANK OF MONTREAL, individually and as
                   Syndication Agent


                         By    /s/ Michael W. Hedrick
                               -------------------------------------------------
                               Its  Director
                                    --------------------------------------------