AGRILINK FOODS, INC.

                      SECOND 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, Bank of Montreal Chicago
Branch  individually and as Syndication 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 signature of the  Borrower,  the  Guarantors  and the
Lenders,  the Credit  Agreement and the September 23, 1998  Post-Closing  Letter
between us (the "Post Closing Letter") shall be amended as follows.

     1.  Applicable  Margins.  Clauses (b) and (c) of the definition of the term
"Applicable  Margin"  appearing  in Section 1 of the Credit  Agreement  shall be
amended  and as so  amended  shall  be  restated  in their  entirety  to read as
follows:

                    "(b) with respect to the B Loans, the Applicable  Margin for
               LIBOR Portions shall be 3.75% and for the Base Rate Portion shall
               be 2.75%; and

                    (c) with respect to the C Loans,  the Applicable  Margin for
               LIBOR Portions shall be 4% and for the Base Rate Portion shall be
               3%;"

     2.  Required  Lenders.  The  definition  of  the  term  "Required  Lenders"
appearing  in  Section 1 of the  Credit  Agreement  shall be  amended  and as so
amended shall be restated in its entirety to read as follows:

               ""Required  Lenders"  shall mean Lenders which,  taken  together,
               hold (i) 66 2/3% or more in  aggregate  amount of sum of (aa) the
               Revolving   Credit   Commitments  or,  if  the  Revolving  Credit
               Commitments  have terminated or expired,  of the Revolving Credit
               Loans  (treating  the Swing Loans as though they had been ratably
               refunded by Revolving  Credit Loans) and the credit risk incident
               to the  Letters of Credit,  and (ab) the A Loans and (ii) 66 2/3%

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               or more in  aggregate  amount of the sum of the B Loans and the C
               Loans."

     3.  Waivers, Modifications  and  Amendments.  The first sentence of Section
12.13 of the Credit  Agreement  shall be amended by adding the following  phrase
immediately  after the phrase  "or amend this  Section  12.13" and  without  the
consent of each  Lender  affected  thereby no such  amendment,  modification  or
waiver  shall  extend  the due  dates of or amend the  amount  of any  scheduled
installment payment due on the Notes or provide for any Interest Period which is
longer than six months".

         4. The Post-Closing Letter.  Section 5 of Exhibit A to the Post-Closing
Letter  shall be amended by striking  the phrase  "Within 60 days of the date of
the initial funding under the Credit  Agreement" and substituting the phrase "By
March 31, 1999" therefor and Section 6 of Exhibit A to the  Post-Closing  Letter
shall be  amended  by  striking  the  phrase  "Within 45 days of the date of the
initial  funding under the Credit  Agreement"  and  substituting  the phrase "By
January 31, 1999" therefor.

         Except as specifically amended hereby, all of the terms, conditions and
provisions  of the Credit  Agreement  and  Post-Closing  Letter  shall stand and
remain  unchanged  and in full force and  effect.  No  reference  to this Second
Amendment to Credit  Agreement need be made in any instrument or document at any
time referring to the Credit  Agreement or Post-Closing  Letter,  a reference to
the Credit Agreement in any of such to be deemed to be a reference to the Credit
Agreement or Post-Closing Letter (as appropriate) as amended hereby. This Second
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 Second 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 9th day of December 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
                              --------------------------------------------