AGRILINK FOODS, INC.

                       FIFTH 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  satisfaction of the conditions  precedent to effectiveness  set forth
below, compliance with certain provisions of the Credit Agreement as of the last
day of the  Parent's  fiscal year 1999 shall be waived and the Credit  Agreement
shall be amended in certain respects, all as hereinafter set forth:

          1. WAIVERS.  Compliance by the Parent with Sections 8.10 through 8.14,
     both inclusive, of the Credit Agreement as of, but only as of, the last day
     of the fourth  fiscal  quarter of the Parent's  1999 fiscal year (such 1999
     fiscal  year ending on June 26,  1999) is hereby  waived and any Default or
     Event of Default  occasioned  by the Parent's  failure to be in  compliance
     with such sections as of such date is also hereby waived.

          2. AMENDMENTS.

               (a)  Section  1.1  (Definition  of the Term of  Consolidated  Net
          Income).   The  definition  of  the  term  "Consolidated  Net  Income"
          appearing in Section 1.1 of the Credit  Agreement  shall be amended by
          adding the following at the end thereof:

               "Computations  of  Consolidated  Net Income for the third  fiscal
               quarter of fiscal 1999 shall be made by  excluding  a  $5,000,000
               charge taken in such fiscal quarter for restructuring charges."

               (b) Section 8.10  (Consolidated  Net Worth).  Section 8.10 of the
          Credit   Agreement   shall  be   amended   by   striking   the  figure
          "$150,000,000"   appearing   therein  and   substituting   the  figure
          "$135,000,000"  therefor and by striking the phrase  "(commencing with
          1999 fiscal year)" and substituting the phrase  "(commencing  with the
          2000 fiscal year) therefor."


<PAGE>
               (c) Section  8.11  (Leverage  Ratio)  Section  8.11 of the Credit
          Agreement  shall be amended by striking the entry "All Fiscal Quarters
          of Fiscal 2000"  appearing in the column headed "For Fiscal  Quarters"
          and  substituting  the phrase  "Fourth  Fiscal Quarter of Fiscal 2000"
          therefor and by adding the following  sentence  immediately  after the
          columns appearing in Section 8.11:

                  "The Parent will as of the last day of each of the first three
                  fiscal  quarters of fiscal  2000 have a Leverage  Ratio of not
                  more  than 6.5 to 1 (in the case of the last day of the  first
                  such fiscal  quarter),  6.25 to 1 (in the case of the last day
                  of the second such fiscal  quarter) and 6.00 to 1 (in the case
                  of the last day of the third such fiscal quarter)."

               (d) Section 8.12 (Fixed Charge  Coverage  Ratio)  Section 8.12 of
          the Credit  Agreement  shall be amended by adding the following at the
          end thereof:

                  "The foregoing to the contrary notwithstanding, in lieu of the
                  minimum Fixed Charge  Coverage Ratio  specified  above for the
                  first  through the third fiscal  quarters of fiscal 2000,  the
                  Parent  will as of the last day of each of the  first,  second
                  and third  fiscal  quarters of fiscal 2000 have a Fixed Charge
                  Coverage Ratio of not less than .95 to 1."

               (e) Section  8.13  (EBITDA)  Section  8.13 of the Credit shall be
          amended by adding the following at the end thereof:

                  "The  foregoing  to the contrary  notwithstanding,  the Parent
                  shall not be  required  to have  EBITDA for the period of four
                  fiscal  quarters  ending on the last day of the first,  second
                  and  third  fiscal  quarters  of  fiscal  2000  in the  amount
                  specified  above but in lieu thereof the Parent will as of the
                  last day of each  such  fiscal  quarter  have  EBITDA  for the
                  period of four  fiscal  quarters  then ending of not less than
                  $108,000,000  in the case of the first  such  fiscal  quarter,
                  $110,000,000 in the case of the second such fiscal quarter and
                  $115,000,000 in the case of the third such fiscal quarter."

               (f) Section 8.14  (Interest  Coverage  Ratio) Section 8.14 of the
          Credit  Agreement  shall be amended by  striking  the chart  appearing
          therein and substituting the following therefor:


<PAGE>
<TABLE>
------------------------------------------------------------ ---------------------------------------------------------
For Fiscal Quarters                                          Interest Coverage Ratio Shall Not be Less Than
------------------------------------------------------------ ---------------------------------------------------------

<S>                               <C>                                               <C>
First, Second and Third of Fiscal 2000                                              1.40 to 1
Fourth of Fiscal 2000                                                               1.75 to 1
First and Second of Fiscal 2001                                                     1.85 to 1
Third and Fourth of Fiscal 2001                                                     2.00 to 1
First and Second of Fiscal 2002                                                     2.10 to 1
Third and Fourth of Fiscal 2002                                                     2.20 to 1
First and Second of Fiscal 2003                                                     2.30 to 1
Third and Fourth of Fiscal 2003 and all Fiscal Quarters                             2.40 to 1
Thereafter
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

          3. CONDITIONS  PRECEDENT TO  EFFECTIVENESS.  This Fifth  Amendment to
     Credit   Agreement   shall  become   effective  upon  (i)  receipt  by  the
     Administrative Agent of counterparts hereof which, taken together, bear the
     signatures of the Borrower,  the  Guarantors  and the Required  Lenders and
     (ii) receipt by the Administrative Agent of a fee for each Lender executing
     this  Fifth  Amendment  in an  amount  equal to 3/8 of 1% of the sum of its
     Revolving Credit  Commitment and the outstanding  principal  balance of its
     Term Loans (the  Administrative  Agent to promptly  distribute such fees to
     the  signing  Lenders  upon this Fifth  Amendment  to the Credit  Agreement
     becoming  effective)  and of such fees as the Borrower has agreed to pay to
     the  Agents.  Upon  this  Fifth  Amendment  to  Credit  Agreement  becoming
     effective  such  effectiveness  shall relate back to June 26, 1999 all with
     the same  force  and  effect  for all  purposes  as though  the  conditions
     precedent to effectiveness hereof had been satisfied on that date.

          4.  MISCELLANEOUS.  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 Fifth
     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 Fifth 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 Fifth 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 13th day of August 1999 but to be  effective as of June 26,
1999 as hereinabove set forth.
<PAGE>
                 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
                                    --------------------------------------------