AGRILINK FOODS, INC.

                       THIRD 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  signatures of the Borrower,  the  Guarantors and the
Required Lenders, the Credit Agreement shall be amended as follows.

     1.  Definition  of the  Term  "Subsidiary".  The  definition  of  the  term
"Subsidiary:  appearing in Section 1 of the Credit Agreement shall be amended by
adding the following at the end thereof:

          "Anything   contained   hereinabove   or  in  GAAP  to  the   contrary
          notwithstanding, for all purposes of this Agreement and the other Loan
          Documents  (i) Agripac Sub shall not be or be treated as a  Subsidiary
          of the Parent (but it shall be deemed an Affiliate  thereof and of the
          Subsidiaries  of the Parent if and so long as it meets the  definition
          of that  term)  and  (ii)  the  assets,  liabilities  and  results  of
          operations of Agripac Sub shall not be consolidated  with those of the
          Parent  for  purposes  of  determining  compliance  with any  covenant
          contained in this Agreement."

     2. New  Definition.  Section 1 of the Credit  Agreement shall be amended by
adding the following definition thereto in proper alphabetical order:

          "Agripac  Sub"  shall  mean a  corporation  in which the  Parent has a
          direct  equity  interest  formed  for the  purpose  of  acquiring  and
          operating the frozen food  business  (and related  assets) of Agripac,
          Inc.  an  Oregon  cooperative  corporation  as  debtor  and  debtor in
          possession."

     3. Section 4.4(b)(i)  (Mandatory  Prepayments Out of Fixed Asset Proceeds).
The first  parenthetical  clause  appearing  in the first  sentence  of  Section
4.4(b)(i) of the Credit  Agreement  shall be amended and as so amended  shall be
restated in its entirety to read as follows:

          "(i.e., gross cash proceeds less the sum of (i) out of pocket expenses
          and  property  and transfer  taxes  incurred in effecting  the sale or
          other disposition of the fixed or capital assets in question, (ii) the
          amount,  as  reasonably  estimated by the seller,  of income,  capital
          gains and  similar  taxes which it will be required to pay solely as a
          result of the sale or other disposition of the fixed or capital assets
          in question and (iii) the proceeds  applied to the  repayment of liens
          on the assets sold or disposed of)."

     4. Section  4.6(a)  (General   Provisions  on  Place  and  Application  of
Payments). Section 4.6(a) of the Credit Agreement shall be amended by adding the
following paragraph at the end thereof:

          "If any mandatory  prepayment  made pursuant to Section  4.4(b) hereof
     would  require all or any part of a LIBOR  Portion to be paid other than on
     the last day of the Interest Period then applicable thereto and as a result
     thereof the Company could be required to reimburse an affected Lender for a
     loss, cost or expense  pursuant to Section 3.8(a) hereof then in that event
     at the  request of the  Company  the  Administrative  Agent  shall hold the
     amount of the  prepayment  which would  otherwise  have been applied to the
     affected  LIBOR  Portions and shall remit the same to the Lenders  entitled
     thereto on the last day of such Interest  Period.  No such prepayment shall
     be deemed applied to the Loans until the date the Lenders  entitled thereto
     receive the same.  All funds held by the  Administrative  Agent pursuant to
     this paragraph shall be and constitute collateral security for the Loans to
     which the same is to be applied  and may at the  request of the  Company be
     invested  in  investments  of the type  described  in clauses (a) or (b) of
     Section 8.17 hereof,  interest bearing accounts of the Administrative Agent
     or other  high  grade  investments  approved  by the  Administrative  Agent
     maturing  in each case no later  than the last day of the  Interest  Period
     applicable to the affected LIBOR Portions,  all such  investments to be and
     constitute  collateral  security  for the  Loans in  respect  of which  the

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     deposit was made. Any investment  earnings on any such investments shall be
     remitted to the Company if and so long as no Event of Default has  occurred
     and is continuing."

     5. Section 8.5  (Financial  Reports).  Section 8.5 of the Credit  Agreement
shall be amended by  striking  the word "and" at the end of clause (c)  thereof,
redesignating  clause  (d)  thereof  as clause  (e)  thereof  and by adding  the
following as clause (d):

          "(d) if and so long as the Parent has any equity  interest  in Agripac
          Sub (i) within 45 days after the close of each quarterly fiscal period
          of Agripac Sub a copy of the balance  sheet,  statement of  operations
          and statement of cash flow of Agripac Sub for such period  prepared in
          accordance with GAAP and the notes thereto,  all certified (subject to
          year end audit  adjustments  which are not expected to be material) by
          the chief  financial  officer of Agripac  Sub and (ii)  within 90 days
          after the close of each fiscal year of Agripac Sub a copy of the audit
          report for such year and accompanying financial statements including a
          balance sheet,  statement of operations and statement of cash flow for
          Agripac Sub  prepared in  accordance  with GAAP and the notes  thereto
          certified by independent  public  accountants  of recognized  standing
          selected  by  Agripac  Sub  (provided  that  the  year  end  financial
          statements  called for by this clause (ii) need only be audited if and
          so long as such audits are required by Agripac Sub's lenders); and"

     6. Section  8.17  (Acquisitions,   Investments,  Loans  and  Advances  and
Guaranties). Section 8.17 of the Credit Agreement shall be amended by adding the
following at the end thereof:

          "For purposes of this Section 8.17, the  acquisition by Agripac Sub of
          the frozen vegetable  business (and related assets) of Agripac Inc. an
          Oregon  cooperative  corporation  as debtor and  debtor in  possession
          shall  not  be  treated  as an  indirect  acquisition  thereof  by the
          Parent."

     7. Section 8.18 (Restricted Payments). Section 8.18 of the Credit Agreement
shall be amended by inserting  the phrase  "Class A"  immediately  preceding the
phrase  "common  stock" in subpart (iv) of clause (b)  thereof,  by striking the
word "and" immediately preceding subpart (v) of clause (b) thereof and by adding
the following at the end thereof:

          "(vii) pay dividends or make distributions to the holders of its Class
          B common stock in amounts which in no event exceed cash dividends paid
          by Agripac Sub to the Parent and (without  duplication)  cash payments
          made by Agripac Sub to the Parent out of its earnings (i.e.,  revenues
          less costs,  including the commercial  market value of crops purchased
          from the Parent) on the sale of  products  made from crops sold by the
          Parent to Agripac Sub and (viii) acquire, redeem or retire its Class B
          common stock and any other  membership or equity  interests  issued to
          the holders of Class B common stock in their capacities as such solely
          in direct or indirect exchange for the transfer of its equity interest
          in Agripac Sub to the holders thereof."

     8.  Section 8.20 (Sales of Assets).  Section  8.20 of the Credit  Agreement
shall be amended by adding the following at the end thereof:

          "The foregoing to the contrary notwithstanding,  the Parent may at any
          time dispose of its equity interest in Agripac Sub."

     9. Exhibit L (the Excluded Assets). Exhibit L to the Credit Agreement shall
be amended by adding the following thereto:

          "15. Shares of capital stock of Agripac Sub."

         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 Third 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 Third 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 Third 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 16th day of February 1999.

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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/ Karen A. Knudsen
                               -------------------------------------------------
                               Its  Vice President
                                    --------------------------------------------
                 BANK OF MONTREAL, individually and as
                   Syndication Agent


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