<PAGE>
                                                                   Exhibit 10.13

                                 SEMINIS, INC.
                         SEMINIS VEGETABLE SEEDS, INC.
                                SVS HOLLAND B.V.
                      THIRD AMENDMENT TO CREDIT AGREEMENT



Harris Trust and Savings Bank
Chicago, Illinois


The Banks party to the Credit Agreement
  referred to below



Ladies and Gentlemen:

        Reference is hereby made to that certain Credit Agreement dated as of
June 28, 1999, as amended (the "Credit Agreement"), among the undersigned,
SEMINIS, INC., a Delaware corporation ("Seminis"), SEMINIS VEGETABLE SEEDS,
INC., a California corporation ("SVS") and SVS HOLLAND B.V., a private company
with limited liability incorporated under the laws of The Netherlands ("SVS
Holland" and, together with Seminis and SVS, individually a "Borrower" and
collectively the "Borrowers"), you (the "Banks") and Harris Trust and Savings
Bank, as administrative agent for the Banks (the "Administrative Agent"). All
capitalized terms used herein shall have the same meaning as in the Credit
Agreement unless otherwise defined herein.

        The Administrative Agent, the Banks and the Borrowers wish to amend
certain provisions of the Credit Agreement, all in the manner set forth in this
Amendment.

1.  AMENDMENTS.

        Upon satisfaction of all of the conditions precedent set forth in
Section 2 hereof, the following provisions of the Credit Agreement shall be
amended as follows:

     1.1. Section 1.1(a) of the Credit Agreement shall be amended by adding the
following sentence at the end of the last paragraph thereof:

               "Notwithstanding anything to the contrary contained in this
               Agreement, the Revolving Credit Notes or any other Loan Document,
               (i) the Revolving Credit Commitments (including without
               limitation the Borrowers' ability to obtain L/Cs) were terminated
               on February 15, 2001, and (ii) the Revolving Credit Loans shall
               mature, and shall be due and payable in full, on December 31,
               2002."

     1.2. Section 1.1(b) of the Credit Agreement shall be amended to read as
follows:

                      "(b) Intentionally omitted."

<PAGE>

     1.3. The last paragraph of Section 1.2 of the Credit Agreement shall be
amended to read as follows:

                      "The Term Loan made by each Term Credit Lender to the
               Domestic Borrowers shall be evidenced by a Term Credit Note of
               the Domestic Borrowers in the form (with appropriate insertions)
               attached hereto as Exhibit B-1 payable to the order of such Term
               Credit Lender in the amount of its Term Loan to the Domestic
               Borrowers, and each Term Loan made by each Term Credit Lender to
               SVS Holland shall be evidenced by a Term Credit Note of SVS
               Holland in the form (with appropriate insertions) attached hereto
               as Exhibit B-2 payable to the order of such Term Credit Lender in
               the amount of its Term Loan to SVS Holland (such Term Credit
               Notes are hereinafter referred to individually as a "Term Credit
               Note" and collectively as the "Term Credit Notes"). The principal
               amount of the Term Loans outstanding on the Third Amendment
               Effective Date shall mature in ten (10) installments payable on
               the dates specified below and with the aggregate principal amount
               of each such installment on all Term Loans to be in the amount
               specified below for each payment date:

<TABLE>
<CAPTION>
               -----------------------------------------------------------------
                 PRINCIPAL PAYMENT DATE           AMOUNT OF PRINCIPAL PAYMENT
               -----------------------------------------------------------------
               <S>                                <C>
                  July 31, 2001                           $2,000,000
               -----------------------------------------------------------------

                  August 31, 2001                         $2,000,000
               -----------------------------------------------------------------

                  September 30, 2001                     $12,000,000
               -----------------------------------------------------------------

                  October 31, 2001                       $19,000,000
               -----------------------------------------------------------------

                  February 28, 2002                       $2,000,000
               -----------------------------------------------------------------

                  March 31, 2002                          $2,000,000
               -----------------------------------------------------------------

                  June 30, 2002                          $31,000,000
               -----------------------------------------------------------------

                  August 31, 2002                         $9,000,000
               -----------------------------------------------------------------

                  October 31, 2002                        $5,000,000
               -----------------------------------------------------------------

                  December 31, 2002                      $99,750,000
               -----------------------------------------------------------------
</TABLE>

                      The amount of each installment due on the Term Loans held
               by each Bank shall be a pro rata part (based on the percentage of
               the aggregate principal amount of all Term Loans then outstanding
               which is held by each Bank) of each such aggregate amount."



                                      -2-
<PAGE>

     1.4. The sixth sentence of Section 1.4(a) of the Credit Agreement shall be
amended by deleting the phrase "for LIBOR Portions of the Revolving Credit
Loans" appearing therein.

     1.5. The last sentence of Section 1.4(a) of the Credit Agreement shall be
amended to read as follows:

               "All L/C Participation Fees shall be payable monthly in arrears
               on the last day of each month and on the final maturity date
               (scheduled to be December 31, 2002) of the Revolving Credit Loans
               (whether by lapse of time, acceleration or otherwise), and all
               L/C Administrative Fees and L/C Issuance Fees shall be payable on
               the date of issuance of each L/C hereunder and on the date
               required by Harris."

     1.6. Section 1.4 of the Credit Agreement shall be amended by adding the
following provision thereto as subsection (d) thereof:

                      "(d) Notwithstanding anything to the contrary contained in
               this Agreement, Harris may, in its discretion and upon Seminis'
               request, extend (including, without limitation, in the case of
               any L/C with an expiration date that is automatically extended
               unless Harris gives notice that the expiration date will not be
               extended beyond its then scheduled expiration date, by means of
               not giving a notice of non-renewal) the expiration date of any
               L/C outstanding on the Third Amendment Effective Date to a date
               not later than December 31, 2002, provided, that at the time of
               such extension (or on the latest date any such notice of
               non-renewal was required to be given, if applicable) the
               conditions precedent contained in Section 6.2 shall be
               satisfied."

     1.7. Section 1.8(b) of the Credit Agreement shall be amended to read as
follows:

                      "(b) Intentionally omitted."

     1.8. Section 2 of the Credit Agreement shall be amended to read as follows:

                      "SECTION 2. INTEREST.

                      Section 2.1. Interest. All Loans shall bear interest
               (which the Borrowers jointly and severally promise to pay at the
               times herein provided), at the rate per annum determined by
               adding the Applicable Margin to the Base Rate as in effect from
               time to time. Interest on the Loans shall be payable monthly in
               arrears on the last day of each month in each year and at
               maturity (whether by lapse of time, acceleration or otherwise) of
               the applicable Notes and interest after maturity shall be due and
               payable upon demand.

                      Section 2.2. Deferred Interest and L/C Participation Fees.
               In addition to the L/C Participation Fees payable pursuant to
               Section 1.4(a) hereof and the interest accrued pursuant to
               Section 2.1, from and after May 1, 2001, through the earlier of
               the date on which a Payment Default occurs and March 31, 2002,
               (x) the L/C Participation Fee, and (y) interest on all Loans and
               Reimbursement Obligations shall



                                      -3-
<PAGE>

               accrue at an additional rate per annum equal to two and a half
               percent (2.5%) (the "Deferred Interest"). The Deferred Interest
               shall be payable immediately upon the occurrence of a Payment
               Default; provided, however, that (a) if no Payment Default has
               occurred on or before December 31, 2001, no Deferred Interest
               shall be payable with respect to the period from May 1, 2001,
               through December 31, 2001, (b) if no Payment Default occurs
               between January 1, 2002, and on or before March 31, 2002, no
               Deferred Interest will be payable with respect to the period from
               January 1, 2002 through March 31, 2002, and (c) no Deferred
               Interest shall accrue for any period during which the Applicable
               Margins have been previously increased by 2.5% due to the
               existence of an Event of Default as provided in the first proviso
               to the definition of the term "Applicable Margins" contained in
               Section 4.1 of this Agreement.

                      Section 2.3. Computation. All interest on the Notes and
               all fees, charges and commissions due hereunder shall be computed
               on the basis of a year of 365/366 days for the actual number of
               days elapsed unless otherwise specifically provided in this
               Agreement."

     1.9. Section 3.1 of the Credit Agreement shall be amended to read as
follows:

                      "Section 3.1. Fees and Other Amounts. (a) The Borrowers
               agree to pay to the Administrative Agent for the pro rata account
               of the Banks a restructuring fee in the amount of 2.5% of the
               aggregate principal amount of all Loans and Reimbursement
               Obligations and the maximum amount available to be drawn under
               all L/Cs outstanding on the Third Amendment Effective Date, which
               shall be fully earned on said date and shall be payable in four
               installments as follows: $776,169 on each of July 31, 2001,
               August 31, 2001, and June 30, 2002, and $5,433,183 on December
               31, 2002; provided, however, that the installments due on June
               30, 2002 and December 31, 2002 shall not be payable if all Loans
               and Reimbursement Obligations have been paid in full and no L/Cs
               are outstanding on such dates.

                      (b) The Additional Margin (as defined in the Modification
               Agreement) payable pursuant to Section 14 of the Modification
               Agreement for the period beginning December 20, 2000, and ending
               April 30, 2001, shall be payable in two equal installments of
               $1,140,777.40 payable on May 31, 2001, and June 30, 2001.

                      (c) The waiver fee payable pursuant to Section 18 of the
               Modification Agreement shall be payable in two installments of
               $396,281.50 each, payable on May 31, 2001, and June 30, 2001."

     1.10. Sections 3.3 and 3.4 of the Credit Agreement shall be amended to read
as follows:

                      "Section 3.3. Prepayments.

                      (a) Optional Prepayments. The Borrowers shall have the
               privilege of prepaying without premium or penalty and in whole or
               in part (but if in part, then in a minimum principal amount of
               $500,000 or such greater amount which is an integral multiple of
               $500,000) any Loan at any time upon prior telecopy or telephonic
               notice



                                      -4-
<PAGE>

               from Seminis to the Administrative Agent on or before 11:00 a.m.
               (Chicago time) on the Business Day of such prepayment. Any amount
               prepaid may not be reborrowed.

                      (b) Mandatory Prepayments. The first $18,000,000 of Net
               Asset Sale Proceeds received by the Borrowers after the Third
               Amendment Effective Date shall be used to prepay the Term Loans
               then outstanding ratably in accordance with the outstanding
               principal amounts thereof. The next $5,000,000 of Net Asset Sale
               Proceeds received by the Borrowers may be retained by the
               Borrowers and used for contingency and working capital purposes.
               All Net Asset Sale Proceeds in excess of $23,000,000 received by
               the Borrowers after the Third Amendment Effective Date shall be
               used to prepay the Term Loans then outstanding ratably in
               accordance with the outstanding principal amounts thereof until
               all Term Loans have been paid in full and then to prepay the
               Revolving Credit Loans then outstanding ratably in accordance
               with the outstanding principal amounts thereof. Each prepayment
               required by this Section shall be made no later than the Business
               Day following the date on which such Net Asset Sale Proceeds are
               immediately available to any Borrower. Net Asset Sale Proceeds
               received by the Borrowers from the Third Amendment Effective Date
               through October 31, 2001, shall be applied to the principal
               installments on the Term Loans payable in calendar year 2001 in
               direct order of their maturities, and all Net Asset Sale Proceeds
               received by the Borrowers after October 1, 2001, shall be applied
               to the principal installments on the Term Loans as follows: 50%
               of such Net Asset Sale Proceeds shall be applied to the principal
               installments of the Term Loans in the inverse order of their
               respective maturities and the remaining 50% of all net Asset Sale
               Proceeds shall be applied to the principal installments of the
               Term Loans in direct order of their respective maturities;
               provided, however, that up to 100% of Net Asset Sale Proceeds
               received after October 31, 2001, may be applied, at Seminis'
               election, to pay up to $20,000,000 of the principal installment
               of the Term Loans that is payable on June 30, 2002.

                      Section 3.4. Intentionally Omitted."

     1.11. The following definitions appearing in Section 4.1 of the Credit
Agreement shall be amended and restated in their entirety to read as follows:

               "Applicable Margin" shall mean, during each period specified
               below, the rate of interest per annum shown below for the range
               of the aggregate principal amount of the Loans and Reimbursement
               Obligations and the aggregate amount available to be drawn under
               all L/Cs outstanding during such period (collectively, the "Bank
               Debt") specified below:



                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                                                05/01/01    11/01/01     01/01/02    04/01/02     07/01/02
                              OUTSTANDING        through    through      through     through        and
                               Bank DEBT:       10/31/01    12/31/01     03/31/02    06/30/02    thereafter
                  <S>         <C>               <C>         <C>          <C>         <C>         <C>
                  Level I     * $275,000,000      2.50%       3.00%        3.25%       3.50%        3.75%

                  Level 2     $245,000,000        2.25%       2.25%        2.50%       2.75%        3.00%
                              to $274,999,999

                  Level 3     $220,000,000        1.75%       1.75%        2.00%       2.25%        2.50%
                              to $244,999,999

                  Level 4     ** $219,999,999     1.25%       1.25%        1.50%       1.75%        2.00%
</TABLE>

               *    Greater than or equal to
               **   Less than or equal to

               provided, however, that if and so long as any Event of Default
               has occurred and is continuing, the Applicable Margins as
               otherwise computed hereunder shall be increased by adding 2.5%
               per annum thereto; and provided further, that in the case of any
               Event of Default resulting from non-compliance with any of
               Sections 7.18, 7.20, 7.22 and 7.23 such increase in the
               Applicable Margin shall be effective as of the date of the
               financial statements showing such non-compliance regardless of
               when such financial statements are actually delivered to the
               Banks.

                      The Applicable Margins will be adjusted on the first day
               of each period specified above and upon each date on which the
               outstanding principal amount of the Borrowers' Bank Debt is
               reduced (each an "Adjustment Date"). Not later than 2 Business
               Days after each Adjustment Date, the Administrative Agent shall
               determine the outstanding Bank Debt level for the applicable
               period and shall promptly notify the Borrowers and the Banks of
               such determination and of any change in the Applicable Margins
               resulting therefrom. Any such change in the Applicable Margins
               shall be effective as of the relevant Adjustment Date with
               respect to all Loans outstanding on such date, and such new
               Applicable Margins shall continue in effect until the effective
               date of the next redetermination in accordance with this Section.
               Each determination of the amount of outstanding Bank Debt and
               Applicable Margins by the Administrative Agent in accordance with
               this Section shall be conclusive and binding on the Borrowers and
               the Banks absent manifest error. From the Third Amendment
               Effective Date until the Applicable Margins are first adjusted
               pursuant hereto, the Applicable Margins shall be those set forth
               in Level I.

                      "EBITDA" shall mean for any period, Net Income for such
               period plus all amounts deducted in arriving at such Net Income
               amount in respect of (a) Interest Expense, amortization or
               write-off of debt discount and debt issuance costs and other fees
               and charges associated with Debt (including the Loans), (b)
               foreign, federal, state and local income taxes for such period,
               (c) all amounts properly charged for depreciation of fixed assets
               and amortization of intangible assets during such period, (d)
               Extraordinary expenses or losses as defined by generally accepted
               accounting principles, consistently applied, (e) losses from sale
               of assets outside the ordinary course of business, (f) the legal
               and consulting fees for restructuring, (g) unrealized gains or
               losses under Interest Rate Protection Agreements, (h) expenses or
               charges related to closing or down-sizing facilities or corporate
               entities ("Down-Sizing



                                      -6-
<PAGE>

               Expenses"), (i) minus (in the case of gains) or plus (in the case
               of losses) non-cash charges relating to foreign currency gains or
               losses, (j) non-cash write-offs of inventory, (k) non-cash
               charges for impairment of long-lived assets, (l) non-cash
               minority interest expense, (m) minus non-cash minority interest
               income, and (n) plus (in the case of items deducted in arriving
               at Net Income) and minus (in the case of items added in arriving
               at Net Income) non-cash charges resulting from changes in
               accounting principles; and minus, to the extent included in the
               statement of such Net Income for such period, the sum of (a)
               interest income, (b) Extraordinary income or gains as defined by
               generally accepted accounting principles, consistently applied,
               (c) gains on sale of assets outside the ordinary course of
               business; provided, however that the aggregate amount paid in
               cash and added to Net Income pursuant to clauses (d), (f) and (h)
               for the period commencing January 1, 2001 through September 30,
               2002, shall not exceed $11,500,000.

                      "Hungnong" shall mean Seminis Korea Inc., a corporation
               organized under the laws of Korea and formerly known as Hungnong
               Seed Co., Ltd.

                      "Interest Coverage Ratio" shall mean, as of any date, the
               ratio of (a) EBITDA of Seminis and its Subsidiaries for the 12
               consecutive months ended on such date, to (b) the Interest
               Expense of Seminis and its Subsidiaries for the same period;
               provided, however, that (i) the Interest Coverage Ratio as of
               June 30, 2001 shall be the ratio of EBITDA of Seminis and its
               Subsidiaries for the six consecutive months ended on such date to
               the Interest Expense of Seminis and its Subsidiaries for the same
               period, and (ii) the Interest Coverage Ratio as of September 30,
               2001 shall be the ratio of EBITDA of Seminis and its Subsidiaries
               for the nine consecutive months ended on such date to the
               Interest Expense of Seminis and its Subsidiaries for the same
               period.

                      "Interest Expense" shall mean, with reference to any
               period, the sum of all interest charges (including imputed
               interest charges with respect to Capitalized Lease Obligations,
               and all amortization of debt discount and expense) of Seminis and
               its Subsidiaries for such period determined on a consolidated
               basis in accordance with generally accepted accounting
               principles, consistently applied.

                      "Interest Rate Protection Agreements" shall mean any
               interest rate swap, interest rate cap, interest rate collar or
               other interest rate hedging agreement or arrangement.

                      "Net Income" means, with reference to any period, the net
               income (or net loss) of Seminis and its Subsidiaries for such
               period as computed on a consolidated basis in accordance with
               generally accepted accounting principles, consistently applied,
               and, without limiting the foregoing, after deduction from gross
               income of all expenses and reserves, including reserves for all
               taxes on or measured by income.

                      "Security Documents" shall mean the Security Agreement,
               the Intellectual Property Security Agreement, the Current Asset
               Security Agreement, the General Security Agreement, the Peto
               Notarial Deed of Pledge, the SVS Notarial Deed of Pledge, any and
               all other security agreements, mortgages, deeds of trust, pledge



                                      -7-
<PAGE>

               agreements and other instruments and documents that grant or
               create a Lien in favor of the Administrative Agent for the
               benefit of the Banks, all stock powers delivered in connection
               therewith, all acknowledgements and other instruments and
               documents received pursuant to any of the foregoing and all
               financing statements filed in connection therewith.

     1.12. Section 4.1 of the Credit Agreement shall be amended by adding the
following definitions thereto in the appropriate alphabetical order:

                      "Cash Flow Projections" shall mean the projected cash flow
               from SVS for its fiscal years ending on September 30, 2001 and
               September 30, 2002 attached hereto as Exhibit R.

                      "General Security Agreement" shall mean the General
               Security Agreement dated as of December 29, 2000, from Seminis,
               SVS, and the other debtors named therein to the Administrative
               Agent, as the same may be amended, modified, supplemented or
               restated from time to time."

                      "Modification Agreement" shall mean the Modification and
               Interim Waiver Agreement dated as of December 29, 2000, among the
               Borrowers, the Agent and the Banks.

                      "Net Asset Sale Proceeds" shall mean the cash proceeds
               received by Seminis or its Subsidiaries in respect of any sale or
               other disposition of Property other than sales or dispositions
               permitted by Sections 7.11(a), (b), (c) (to the extent of
               licenses granted in the ordinary course of business as presently
               conducted) and (d) hereof, less (a) any transaction expenses
               reasonably incurred by Seminis or its Subsidiaries in respect of
               such sale, and (b) (i) the amount of any Debt secured by a Lien
               on such Property and required to be discharged from, and actually
               discharged from, the proceeds thereof, and (ii) any taxes
               actually paid or payable by Seminis or its Subsidiaries
               concurrently with the completion of such sale or other
               disposition or within 30 days thereafter (as estimated by a
               senior financial or accounting officer of Seminis, giving effect
               to the overall tax position of the Borrowers); provided, however,
               that Net Asset Sale Proceeds shall not include any proceeds from
               sales or other dispositions of (x) real estate and improvements
               thereon located in Saticoy, California, Filer, Idaho and Rengo,
               Chile, and (y) any other Property by any Foreign Subsidiary to
               the extent and for so long as such Foreign Subsidiary is
               prohibited by mandatory provisions of applicable law from
               remitting such proceeds to a Borrower or, if applicable law
               permits such a remittance with the consent of any governmental
               authority, such consent has been requested and has not been
               granted.

                      "Payment Default" shall mean an Event of Default under
               Section 8.1(a)(i) hereof.

                      "Third Amendment Effective Date" shall mean May 31, 2001."

     1.13. Section 7.4 of the Credit Agreement shall be amended to read as
follows:



                                      -8-
<PAGE>

                      "Section 7.4. Financial Reports. Each Borrower will, and
               will cause each Material Subsidiary to, maintain a system of
               accounting in accordance with sound accounting practice and will
               furnish promptly to each of the Banks and their duly authorized
               representatives such information respecting the business and
               financial condition of such Borrower and its Material
               Subsidiaries as may be reasonably requested and, without any
               request, Seminis will furnish each Bank:

                      (a) as soon as available, and in any event within 45 days
               after the close of each of the first three quarterly fiscal
               periods in each fiscal year of Seminis and within 60 days after
               the close of the fourth quarterly fiscal period in each fiscal
               year of Seminis a copy of consolidated and consolidating balance
               sheets, consolidated and consolidating income statements and
               consolidated cash flow statements for Seminis and its
               consolidated Subsidiaries for such quarterly period and the year
               to date and for the corresponding periods of the preceding fiscal
               year, all in reasonable detail, prepared by Seminis and certified
               by the chief financial officer or vice president world-wide
               corporate controller of Seminis;

                      (b) as soon as available, and in any event within 90 days
               after the close of each fiscal year of Seminis, a copy of the
               audit report for such year and accompanying financial statements,
               including consolidated balance sheets, change in stockholder
               equity, statements of income and statements of cash flow for
               Seminis and its consolidated Subsidiaries showing in comparative
               form the figures for the previous fiscal year of Seminis and its
               consolidated Subsidiaries, all in reasonable detail, prepared and
               certified by Price Waterhouse LLP or any of the other independent
               public accountants of nationally recognized standing commonly
               known as the "Big Five" accounting firms selected by Seminis,
               together with any management letters delivered by such
               accountants to Seminis;

                      (c) no later than 45 days after the last day of each
               fiscal quarter in each fiscal year of Seminis and within 60 days
               after the close of the fourth quarterly fiscal period in each
               fiscal year of Seminis, a Compliance Certificate in the form of
               Exhibit D attached hereto, prepared and signed by the chief
               financial officer or vice president world-wide corporate
               controller of Seminis;

                      (d) promptly upon their becoming available, copies of all
               registration statements and regular periodic reports, if any,
               which Seminis shall have filed with the Securities and Exchange
               Commission or any governmental agency substituted therefor, or
               any national securities exchange, including copies of Seminis'
               form 10-K annual report, its form 10-Q quarterly report to the
               Securities and Exchange Commission and any Form 8-K filed by
               Seminis with the Securities and Exchange Commission;

                      (e) promptly upon the mailing thereof to the shareholders
               of Seminis generally, copies of all financial statements, reports
               and proxy statements so mailed; and



                                      -9-
<PAGE>

                      (f) as soon as available but in any event within 30 days
               after the close of each of the first two months of each fiscal
               quarter of Seminis, commencing January, 2001, consolidated
               balance sheets and income statements and for Seminis and not less
               than 90% of Seminis' consolidated Subsidiaries for such month and
               the year to date period, all in reasonable detail, prepared by
               Seminis in accordance with generally accepted accounting
               principles, consistently applied, and certified by the chief
               financial officer or vice president world-wide corporate
               controller of Seminis;

                      (g) together with the financial statements delivered
               pursuant to Section 7.4(f), an Officer's Certificate in the form
               of Exhibit S attached hereto, prepared and signed by the chief
               financial officer or vice president world-wide corporate
               controller of Seminis;

                      (h) as soon as available but in any event within 30 days
               after the close of each month, commencing April, 2001, a
               comparison (including without limitation a detail of grower
               payments variance to budget) of Seminis' actual financial
               performance for such month and the year to date period (except
               that for Seminis' fiscal year ending September 30, 2001, such
               year to date comparison shall commence as of December 1, 2000) to
               the Cash Flow Projections, all in reasonable detail, prepared by
               Seminis and certified by the chief financial officer or vice
               president world-wide corporate controller of Seminis;

                      (i) as soon as available but in any event within 30 days
               after the close of each month, commencing May, 2001, a written
               report on the progress and status of Seminis' proposed and
               pending asset sales, certified by Seminis' chief financial
               officer or vice president world-wide corporate controller;

                      (j) promptly upon receiving or completing the same, copies
               of all letters of intent, written offers and purchase agreements
               entered into by Seminis and its Subsidiaries in connection with
               any asset sale outside the ordinary course of business;

                      (k) as soon as available but in any event within 30 days
               after the close of each month, commencing May, 2001, a summary of
               Seminis' and its Subsidiaries' accounts receivable aging and
               accounts payable summary by type and grower payable aging by
               major Subsidiary and on a global basis and an inventory report by
               major categories of inventory, including reserves by type, all in
               reasonable detail, prepared and certified by Seminis' chief
               financial officer or vice president world-wide corporate
               controller;

                      (l) no later than the 15th day of each month, lists of the
               accounts receivable of SVS Holland and its Subsidiaries (the
               "Dutch Pledgors") in the form required by the deeds of pledge
               executed and delivered by the Dutch Pledgors to the
               Administrative Agent; and

                      (m) at the Agent's request, but no more frequently than
               once a month, Seminis shall participate on conference calls with
               the Agent and the Banks to discuss the results of the Borrowers'
               and their Subsidiaries' operations and to report any



                                      -10-
<PAGE>

               material progress on the matters on which they are being assisted
               by an investment banking firm or other professional pursuant to
               Section 7.30 hereof."

     1.14. Section 7.6(b) of the Credit Agreement shall be amended to read as
follows:

                      "(b) Intentionally omitted."

     1.15. Sections 7.8 and 7.9 of the Credit Agreement shall be amended to read
as follows:

                      "Section 7.8. Borrowings and Guaranties. Each Borrower
               will not, and will not permit any Subsidiary to, issue, incur,
               assume, create or have outstanding any Debt, nor be or remain
               liable, whether as endorser, surety, guarantor or otherwise, for
               or in respect of any Debt of any other Person, other than:

                      (a) indebtedness of the Borrowers arising under or
               pursuant to this Agreement or the other Loan Documents;

                      (b) the liability of the Borrowers and their Subsidiaries
               arising out of the endorsement for deposit or collection of
               commercial paper received in the ordinary course of business;

                      (c) indebtedness of the Borrowers and their Subsidiaries
               existing on the Third Amendment Effective Date and disclosed on
               Schedule 7.8 hereof and any refinancings thereof which do not
               increase the principal amount thereof;

                      (d) indebtedness of (i) any Foreign Subsidiary that is a
               member of the Restricted Group to any other Foreign Subsidiary
               that is a member of the Restricted Group, and (ii) Seminis and
               any Domestic Subsidiary that is a member of the Restricted Group
               to Seminis and any other Domestic Subsidiary that is a member of
               the Restricted Group;

                      (e) Debt arising out of any currency or commodity hedging
               transactions entered into in the ordinary course of business that
               is outstanding on the Third Amendment Effective Date and listed
               on Schedule 7.8;

                      (f) Debt in a principal amount not to exceed $15,000,000
               and on market terms and conditions approved by the Required Banks
               (which approval shall not be unreasonably withheld); provided
               that the proceeds of such Debt are used solely to repay a portion
               of the principal balance of the Loans;

                      (g) any other Debt of Seminis' Foreign Subsidiaries (other
               than SVS Holland's Debt under the Loan Documents) so long as,
               except in the case of Debt incurred by Hungnong, Choong Ang and
               their Korean Subsidiaries, all proceeds thereof in an aggregate
               amount which, together with the aggregate principal amount of all
               Debt permitted by Section 7.8(c) hereof exceeds $50,000,000, are
               used by such Foreign Subsidiaries to repay Debt owed by them to
               the Borrowers and concurrently used by the Borrowers to repay
               Loans outstanding under this Agreement; and



                                      -11-
<PAGE>

                      (h) indebtedness (other than indebtedness permitted by
               subsection (g) above) incurred to finance the purchase of
               machinery and equipment by Seminis and its Domestic Subsidiaries
               in the ordinary course of their business as presently conducted,
               provided, that (i) the principal amount of such indebtedness does
               not exceed the fair market value of the Property acquired with
               the proceeds thereof and (ii) the principal amount of all such
               indebtedness shall not exceed $10,000,000.

                      Section 7.9. Liens. Each Borrower will not, and will not
               permit any Subsidiary to, pledge, mortgage or otherwise encumber
               or subject to or permit to exist upon or be subjected to any
               lien, charge or security interest of any kind (including any
               conditional sale or other title retention agreement and any lease
               in the nature thereof), on any of its Properties of any kind or
               character at any time owned by such Borrower or any Subsidiary,
               other than:

                      (a) liens, pledges or deposits for worker's compensation,
               unemployment insurance, old age benefits or social security
               obligations, taxes, assessments, statutory obligations or other
               similar charges, good faith deposits made in connection with
               tenders, contracts or leases to which a Borrower or a Subsidiary
               is a party or other deposits required to be made in the ordinary
               course of business, provided in each case the obligation secured
               is not overdue or, if overdue, is being contested in good faith
               by appropriate proceedings and adequate reserves have been
               provided therefor in accordance with generally accepted
               accounting principles and that the obligation is not for borrowed
               money, customer advances, trade payables, or obligations to
               agricultural producers;

                      (b) the pledge of assets for the purpose of securing an
               appeal or stay or discharge in the course of any legal
               proceedings, provided that the aggregate amount of liabilities of
               any Borrower or a Subsidiary so secured by a pledge of property
               permitted under this subsection (b) including interest and
               penalties thereon, if any, shall not be in excess of $10,000,000
               at any one time outstanding;

                      (c) liens, pledges, mortgages, security interests or other
               charges existing on the Third Amendment Effective Date and
               disclosed on Schedule 7.9 hereto;

                      (d) liens, pledges, mortgages, security interests and
               other encumbrances on Property which secure only indebtedness
               permitted by Section 7.8(h) incurred to finance the acquisition
               of such Property (but only to the extent of the fair market value
               of such Property);

                      (e) liens for property taxes and assessments or
               governmental charges or levies which are not yet due and payable
               or which are being contested in good faith by appropriate
               proceedings and for which adequate reserves have been established
               in accordance with generally accepted accounting principles
               consistently applied;

                      (f) liens incidental to the conduct of business or the
               ownership of properties and assets (including warehousemen's,
               grower's lien and attorneys' liens and statutory landlords'
               liens) or other liens of like general nature incurred in the



                                      -12-
<PAGE>

               ordinary course of business and not in connection with the
               borrowing of money, provided in each case, the obligation secured
               is not overdue or, if overdue, is being contested in good faith
               by appropriate actions or proceedings;

                      (g) minor survey exceptions or minor encumbrances,
               easements or reservations, or rights of others for rights-of-way,
               utilities and other similar purposes, or zoning or other
               restrictions as to the use of real properties, which are
               necessary for the conduct of the activities of the Borrowers and
               their Subsidiaries or which customarily exist on properties of
               corporations engaged in similar activities and similarly situated
               and which do not in any event materially impair their use in the
               operation of the business of the Borrowers and their
               Subsidiaries;

                      (h) liens and security interests in favor of the
               Administrative Agent;

                      (i) liens and security interests in favor of the holders
               of liens otherwise permitted hereby in all supporting evidence
               and documents relating to any of the above-described property,
               including, without limitation, computer programs, disks, tapes
               and related electronic data processing media, and all rights of
               such Borrower or Subsidiary to retrieve the same from third
               parties, written applications, credit information, account cards,
               payment records, correspondence, delivery and installation
               certificates, invoice copies, delivery receipts, notes and other
               evidences of indebtedness, insurance certificates and the like,
               together with all books of account, ledgers and cabinets in which
               the same are reflected or maintained, all whether now existing or
               hereafter arising;

                      (j) liens and security interests not otherwise permitted
               hereby that are granted by Foreign Subsidiaries, provided that
               (i) such liens and security interests do not attach to any
               Collateral, and (ii) such liens and security interests secure
               only Debt of the Foreign Subsidiaries granting such liens that is
               listed on Schedule 7.8 attached hereto and Debt of Foreign
               Subsidiaries permitted by Section 7.8(g); and

                      (k) any liens and security interests replacing any of the
               foregoing."

     1.16. Sections 7.10(b) and (c) of the Credit Agreement shall be amended to
read as follows:

                      "(b) loans and advances from (i) any Foreign Subsidiary
               that is a member of the Restricted Group to any other Foreign
               Subsidiary that is a member of the Restricted Group, and (ii)
               Seminis and any Domestic Subsidiary that is a member of the
               Restricted Group to Seminis and any other Domestic Subsidiary
               that is a member of the Restricted Group;

                      (c) Intentionally omitted;".

     1.17. Section 7.11 of the Credit Agreement shall be amended to read as
follows:

                      "Section 7.11. Sale of Property. The Borrowers will not
               and will not permit any Subsidiary to, sell, lease, assign,
               transfer or otherwise dispose of all or any part of



                                      -13-
<PAGE>

               their Property to any other Person during any fiscal year;
               provided, however, that each Borrower and their Subsidiaries may
               make:

                      (a) sales and other dispositions of Inventory in the
               ordinary course of business;

                      (b) sales or leases of machinery and equipment that is
               obsolete, unusable or not needed for such Borrower's or
               Subsidiary's operations in the ordinary course of its business;

                      (c) dispositions permitted by Sections 4 and 6(b) of the
               Intellectual Property Security Agreement;

                      (d) transfers from (i) any Foreign Subsidiary that is a
               member of the Restricted Group to any other Foreign Subsidiary
               that is a member of the Restricted Group, and (ii) Seminis and
               any Domestic Subsidiary that is a member of the Restricted Group
               to Seminis and any other Domestic Subsidiary that is a member of
               the Restricted Group;

                      (e) any other sales and dispositions of Property, provided
               that, (i) such sales and other dispositions are bona fide sales
               and dispositions to unaffiliated third parties negotiated at
               arm's length and for fair value (and, in the case of sales or
               other dispositions of Property having a fair market value in
               excess of $10,000,000, for a consideration which the relevant
               Borrower's or Subsidiary's Board of Directors deems fair value in
               the exercise of its business judgment), and (ii) the Net Asset
               Sale Proceeds of such sales and dispositions are applied as
               required by Section 3.3(b) hereof.

        The Borrowers shall cause their respective Subsidiaries to remit to such
        Borrower or SVS all Net Asset Sale Proceeds received by such
        Subsidiaries no later than the Business Day following the date on which
        such Net Asset Sale Proceeds are immediately available to such
        Subsidiary (or, in the case of the Borrowers' Korean Subsidiaries, as
        soon as all corporate actions necessary to authorize such remittance
        have been completed), except to the extent and for so long as any
        Foreign Subsidiaries are prohibited by mandatory provisions of
        applicable law from so remitting any Net Asset Sale Proceeds or, if such
        remittance is permitted with the consent of any governmental authority,
        such consent has been requested and has not been granted."

     1.18. Section 7.18 of the Credit Agreement shall be amended to read as
follows:

                      "Section 7.18. Capital Expenditures. Without the Required
               Banks' prior written consent (which consent will not be
               unreasonably withheld), no Borrower shall expend or incur, or
               permit any of its Subsidiaries to expend or incur, for:

                      (a) Capital Expenditures outside of the United States of
               America ("International Capital Expenditures") in an amount in
               excess of the amounts



                                      -14-
<PAGE>

               contemplated in the cash flows for such Subsidiaries as shown on
               the Cash Flow Projections,

                      (b) Capital Expenditures within the United States of
               America other than Capital Expenditures in an amount reasonably
               determined by Seminis and scheduled on the Cash Flow Projections
               to be the minimum amount necessary for the maintenance of the
               Property of Seminis and its Domestic Subsidiaries in the United
               States of America; or

                      (c) Capital Expenditures made by Choong Ang, Hungnong and
               their Subsidiaries, unless such Capital Expenditures are funded
               with funds generated by Choong Ang, Hungnong and their
               Subsidiaries;

               provided, however, that the aggregate amount of all International
               Capital Expenditures and Capital Expenditures permitted by
               subsections (a), (b) and (c) shall not exceed $14,000,000 during
               the period commencing April 1, 2001, and ending September 30,
               2001, and $16,000,000 during Seminis' fiscal year ending
               September 30, 2002."

     1.19. Sections 7.20, 7.21, 7.22 and 7.23 of the Credit Agreement shall be
to read as follows:

                      "Section 7.20. Minimum Interest Coverage Ratio. Seminis
               shall maintain an Interest Coverage Ratio as of the last day of
               each fiscal quarter of Seminis of not less than the ratio
               specified for such date below:

<TABLE>
<CAPTION>
                                              INTEREST COVERAGE RATIO SHALL NOT
                 FISCAL QUARTER ENDING                   BE LESS THAN
                 <S>                          <C>
                     June 30, 2001                        1.75 to 1
                  September 30, 2001                      1.65 to 1
                   December 31, 2001                      1.15 to 1
                    March 31, 2002                        1.45 to 1
                     June 30, 2002                        1.55 to 1
                  September 30, 2002                      1.75 to 1
</TABLE>

                      Section 7.21. Intentionally omitted.

                      Section 7.22. Maximum Debt Ratio. Seminis shall not
               permit, as of the last day of any fiscal quarter, its Debt Ratio
               to be greater than the ratio specified for such date below:



                                      -15-
<PAGE>

<TABLE>
<CAPTION>
                                           DEBT RATIO SHALL NOT BE
       FISCAL QUARTER ENDING                    GREATER THAN
       <S>                                 <C>
           June 30, 2001                         11.50 to 1
        September 30, 2001                        6.30 to 1
         December 31, 2001                        6.15 to 1
          March 31, 2002                          5.20 to 1
           June 30, 2002                          4.55 to 1
        September 30, 2002                        4.00 to 1"
</TABLE>

                      Section 7.23. Minimum EBITDA. (a) Cumulative. Seminis
               shall maintain EBITDA for each period commencing on (i) January
               1, 2001, with respect to each fiscal quarter ending in the fiscal
               year ending September 30, 2001, and (ii) October 1, 2001, with
               respect to each fiscal quarter ending in the fiscal year ending
               September 30, 2002, and ending on the last day of each fiscal
               quarter specified below in an amount not less than the amount
               specified below for such period:

<TABLE>
<CAPTION>
                                                        EBITDA FOR PERIODS SHALL
       FISCAL YEAR ENDING       FISCAL QUARTER ENDING       NOT BE LESS THAN
       <S>                      <C>                     <C>
       September 30, 2001           June 30, 2001             $43,363,000
       September 30, 2001        September 30, 2001           $60,351,000
       September 30, 2002         December 31, 2001          -$11,749,700
       September 30, 2002          March 31, 2002             $35,105,300
       September 30, 2002           June 30, 2002             $51,192,300
       September 30, 2002        September 30, 2002           $73,419,300
</TABLE>

                      (b) Quarterly. Seminis shall maintain EBITDA for each
               fiscal quarter specified below in an amount not less than the
               amount specified below for such fiscal quarter:

<TABLE>
<CAPTION>
                                       EBITDA FOR PERIODS SHALL NOT BE
       FISCAL QUARTER ENDING                      LESS THAN
       <S>                             <C>
           June 30, 2001                           $7,506,000
        September 30, 2001                        $10,713,000
         December 31, 2001                       -$11,749,700
          March 31, 2002                          $38,697,300
           June 30, 2002                           $7,929,300
        September 30, 2002                        $14,069,300
</TABLE>



                                      -16-
<PAGE>

     1.20. Section 7.26 of the Credit Agreement shall be amended to read as
follows:

                      "Section 7.26. Restricted Payments. Seminis will not:

                      (a) declare or pay any dividends or other distributions,
               either in cash or Property, on any capital stock of Seminis
               (except distributions payable solely in capital stock of
               Seminis); or

                      (b) directly or indirectly, through any Subsidiary or
               otherwise, purchase, redeem or retire any of its capital stock or
               make any other payment or distribution, either directly or
               indirectly, through any Subsidiary or otherwise, in respect of
               its capital stock, other than in consideration for the issuance
               or sale of capital stock of Seminis;

               (such purchases, redemptions or retirements of equity interests
               and all such dividends and other distributions and all such
               payments, prepayments, redemptions, acquisitions and set-offs
               being herein collectively "Restricted Payments"); provided,
               however, that so long as no Event of Default or Potential Default
               shall exist both before and after giving effect thereto, Seminis
               may make the following Restricted Payments:

                       (i) Seminis may pay dividends in an aggregate amount of
               up to $2,000,000 in each year on its Class B Preferred Stock,
               provided that concurrently with the payment of such dividends the
               Domestic Borrowers shall make principal prepayments on the Term
               Loans in addition to the principal payments required by Sections
               1.2 and 3.3(b) hereof and, if all Term Loans have been fully
               paid, the Revolving Credit Loans, in an aggregate principal
               amount equal to three times the amount of such dividends; and

                      (ii) Seminis may pay dividends on its Class C Preferred
               Stock so long as such dividends are paid solely in additional
               shares of Class C Preferred Stock."

     1.21. The Credit Agreement shall be amended by adding the following
provisions thereto as Sections 7.29 and 7.30:

                      "Section 7.29. Additional Collateral Matters. (a) The
               Borrowers will, and will cause their respective Subsidiaries to,
               at the times specified on Schedule 7.29 (as such times may be
               extended by the Administrative Agent in its sole discretion) (i)
               provide to the Administrative Agent all information regarding the
               valuation of the Spanish patents and trademarks necessary to
               complete the Spanish security documents and all information
               regarding the value of the real estate collateral as the
               Administrative Agent requests in order to obtain title insurance
               on the real estate collateral and record the Georgia real estate
               mortgages (or equivalent), and (ii) proceed to convert its
               Chilean Subsidiary from a non-stock entity into a stock entity
               and thereafter grant to the Administrative Agent for the benefit
               of the Banks a security interest in 65% of such Subsidiary's
               issued and outstanding stock, and (iii) execute and deliver to
               the Administrative Agent and its counsel all documents,
               instruments, certificates and other items required in order to
               grant the Administrative



                                      -17-
<PAGE>

               Agent valid and perfected liens in the collateral agreed upon in
               Chile (other than the equity interests in its Chilean Subsidiary)
               and Spain.

                      (b) No later than June 30, 2001, (or such later date as
               the Administrative Agent and Seminis may agree upon with respect
               to Collateral located outside the United States) the Borrowers
               will, and will cause their Subsidiaries to, execute and deliver
               to the Administrative Agent such amendments and supplements to
               the Security Documents to which they are a party as the
               Administrative Agent may request in order to ensure that the
               Liens granted to it pursuant thereto secure the Term Loans as
               extended by the last paragraph of Section 1.2 and the Revolving
               Credit Loans as extended by the last paragraph of Section 1.1(a).

                      Section 7.30. Retention of Investment Bank. No later than
               June 15, 2001, Seminis shall retain a nationally recognized
               investment banking firm or other nationally recognized
               professionals for that purpose to assist Seminis in evaluating
               its capital structure and lines of business, including, without
               limitation, evaluating the capital structure of Seminis and its
               Subsidiaries, identifying alternative sources of equity capital
               and debt financing for Seminis and its Subsidiaries and assisting
               Seminis in identifying and evaluating assets to be sold by
               Seminis and its Subsidiaries. No later than July 31, 2001,
               Seminis and such investment banking firm or other professionals
               shall meet with the Banks and present their proposed time line
               for the foregoing."

     1.22. Section 8.1(a) of the Credit Agreement shall be amended to read as
follows:

                      "(a)(i) Default in the payment when due of any principal
               of or interest (including without limitation Deferred Interest)
               on any Note or any Reimbursement Obligation, whether at the
               stated maturity thereof or at any other time provided in this
               Agreement, or of any fee (including without limitation fees
               payable pursuant to Sections 1.4(a), 3.1 and 3.2 hereof) or other
               amounts payable by any Borrower to the Administrative Agent or
               any Bank pursuant to this Agreement, or (ii) default in the
               payment when due of any other fee or other amount payable by any
               Borrower pursuant to this Agreement;".

     1.23. Section 8.1(b) of the Credit Agreement shall be amended to read as
follows:

                      "(b) Default in the observance or performance of any
               covenant set forth in Sections 7.4, 7.6, 7.8, 7.9, 7.10, 7.11,
               7.16, 7.17, 7.18, 7.20, 7.21, 7.22, 7.23, 7.24, 7.26, 7.27 or
               7.29 hereof or of any provision of any of the Security Documents
               requiring the maintenance of insurance on the Collateral subject
               thereto or dealing with the use or remittance of proceeds of such
               Collateral;".

     1.24. Section 10 of the Credit Agreement shall be amended by adding the
following provision thereto as Section 10.16:

                      "Section 10.16. Authorization to Release Liens. The
               Administrative Agent is hereby irrevocably authorized by each of
               the Banks to release (a) any liens



                                      -18-
<PAGE>

               and security interests covering any Property of the Borrowers or
               any of their Subsidiaries that is the subject of a sale or other
               disposition which is permitted by this Agreement or which has
               been consented to in accordance with Section 12.1, and (b) its
               security interest in 15% of the total issued and outstanding
               shares of capital stock of Choong Ang pledged to it and sold to
               Hungnong."

     1.25. Clause (a)(iv) of Section 12.17 of the Credit Agreement shall be
amended to read as follows:

                      "(iv) the Administrative Agent must consent, which consent
               shall not be unreasonably withheld, to each such assignment
               (provided no such consent is required for any assignment to any
               affiliate of the assigning Bank),".

     1.26. Section 12.1 of the Credit Agreement shall be amended to read as
follows:

                      "Section 12.1. Amendments and Waivers. Any term, covenant,
               agreement or condition of this Agreement and the other Loan
               Documents may be amended only by a written amendment executed by
               the Borrowers, the Required Banks and, if the rights or duties of
               an Agent are affected thereby, such Agent, or compliance
               therewith only may be waived (either generally or in a particular
               instance and either retroactively or prospectively), if the
               Borrowers shall have obtained the consent in writing of the
               Required Banks and, if the rights or duties of an Agent are
               affected thereby, such Agent, provided, however, that:

                      (a) without the consent in writing of the holders of all
               outstanding Notes and unpaid Reimbursement Obligations, or all
               Banks if no Notes or Reimbursement Obligations are outstanding,
               no such amendment or waiver shall (i) change the amount or
               postpone the date of payment of any scheduled payment or required
               prepayment of principal of the Notes or Reimbursement Obligations
               or extend the term of any L/C or reduce the rate or extend the
               time of payment of interest on the Notes or Reimbursement
               Obligations, or reduce the amount of principal thereof, or modify
               any of the provisions of the Notes with respect to the payment or
               prepayment thereof, (ii) give to any Note or Reimbursement
               Obligations any preference over any other Notes or Reimbursement
               Obligations, (iii) amend the definition of Required Banks, (iv)
               alter, modify or amend the provisions of this Section 12.1, (v)
               intentionally omitted, (vi) alter, modify or amend the provisions
               of Section 6.1 of this Agreement, (vii) alter, modify or amend
               any Bank's right hereunder to consent to any action, make any
               request or give any notice, (viii) release any Borrower from its
               obligations hereunder, including without limitation release any
               Domestic Borrower from its obligations as a guarantor under
               Section 11 of this Agreement, (ix) except as permitted by the
               Loan Documents, release any of the Collateral; or (x) reduce any
               fee payable to the Banks pursuant to this Agreement or extend the
               time for payment thereof, including without limitation, all fees
               required by Section 3.1 hereof;

                      (b) without the consent of all of the Term Credit Lenders
               no such amendment or waiver shall alter, modify, waive or amend
               the provisions of Section 6.2 with respect to any requested Term
               Loan; and



                                      -19-
<PAGE>

                      (c) without the consent of all of the Revolving Credit
               Lenders no such amendment or waiver shall alter, modify, waive or
               amend the provisions of Section 6.2 of this Agreement with
               respect to any Revolving Credit Loan or L/C.

               Any such amendment or waiver shall apply equally to all Banks and
               the holders of the Notes and Reimbursement Obligations and shall
               be binding upon them, upon each future holder of any Note and
               Reimbursement Obligation and upon each Borrower, whether or not
               such Note shall have been marked to indicate such amendment or
               waiver. No such amendment or waiver shall extend to or affect any
               obligation not expressly amended or waived."

     1.27. Exhibit D and Schedules 7.8 and 7.9 to the Credit Agreement shall be
replaced by Exhibit D and Schedules 7.8 and 7.9 attached hereto, respectively.

     1.28. The Credit Agreement shall be amended by adding thereto as Exhibits R
and S and Schedule 7.29 the forms attached to this Amendment as Exhibits R and S
and Schedule 7.29, respectively.

     1.29. The Borrowers acknowledge and agree that until all of the Borrowers'
indebtedness, obligations and liabilities to the Administrative Agent and the
Banks have been fully paid and all L/Cs have terminated or expired, the
Administrative Agent may in its discretion retain Ernst & Young (or other
consultants selected by the Administrative Agent) as a financial consultant to
the Administrative Agent in connection with this Agreement, the transactions
contemplated hereby, the Collateral and any proposed changes to the Borrowers'
capital structure and asset sales to be made by the Borrowers and their
Subsidiaries. The Borrowers further agree to pay to the Administrative Agent, on
demand, all fees and expenses of Ernst & Young (or such other consultants, if
applicable) provided that so long as no Event of Default shall have occurred and
be continuing the amount payable by the Borrowers pursuant hereto shall not
exceed $50,000 per calendar quarter commencing with the calendar quarter ending
on September 30, 2001.

2.  CONDITIONS PRECEDENT.

     This Amendment shall become effective upon the satisfaction of all of the
following conditions precedent:

     2.1. The Administrative Agent, the Banks and the Borrowers shall have
executed and delivered this Amendment.

     2.2. The Borrowers shall have delivered to the Administrative Agent for the
benefit of the Banks in sufficient counterparts for distribution to the Banks:

                      (a) copies of the Articles of Incorporation, and all
               amendments thereto, of each Domestic Borrower, certified by the
               Secretary of State of its state of incorporation not earlier than
               May 1, 2001;

                      (b) copies of the Articles of Association of SVS Holland,
               certified as true, correct and complete on the date hereof by a
               Managing Director of SVS Holland;



                                      -20-
<PAGE>

                      (c) copies of the By-Laws, and all amendments thereto, of
               each Domestic Borrower, certified as true, correct and complete
               on the date hereof by the Secretary or Assistant Secretary of
               each Domestic Borrower;

                      (d) good standing certificates for each Domestic Borrower
               issued by the Secretary of State of the state of its
               incorporation and each state in which it is qualified to do
               business as a foreign corporation, dated no earlier than May 1,
               2001;

                      (e) copies, certified as true, correct and complete by the
               Secretary or Assistant Secretary of each Domestic Borrower and a
               Managing Director of SVS Holland, of resolutions regarding the
               transactions contemplated by this Amendment, duly adopted by the
               Board of Directors of each Domestic Borrower and the Managing
               Director of SVS Holland, respectively, and satisfactory in form
               and substance to all of the Banks;

                      (f) an incumbency and signature certificate for each
               Borrower satisfactory in form and substance to all of the Banks;.

     2.3. Legal matters incident to the execution and delivery of this Agreement
and the other Loan Documents contemplated hereby shall be satisfactory to each
of the Banks and their legal counsel; and the Administrative Agent shall have
received the favorable written opinion of Milbank, Tweed, Hadley & McCloy LLP,
counsel for the Domestic Borrowers, substantially in the form of Exhibit T, and
the favorable written opinion of Stibbe Simont Monahan Duhot, counsel to SVS
Holland and SVS Europe, substantially in the form of Exhibit U.

     2.4. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement shall be and remain true and correct as to each of the
Borrowers, except that the representations and warranties made under Section 5.2
(except the last sentence thereof) shall be deemed to refer to the most recent
financial statements furnished to the Banks pursuant to Section 7.4 of the
Credit Agreement.

     2.5. No Potential Default or Event of Default shall have occurred and be
continuing.

     2.6. The Borrowers shall have paid the Administrative Agent such fees and
expenses, including legal fees and the fees for the Administrative Agent's
industry consultants and financial consultants, for which the Administrative
Agent has submitted an invoice.

     2.7. The Dutch Pledgors shall have executed and delivered to the
Administrative Agent lists that are current as of May 25, 2001, of their
accounts receivable in the form required by the deeds of pledge executed and
delivered by the Dutch Pledgors to the Administrative Agent.

3.  REPRESENTATIONS AND WARRANTIES.

     The Borrowers represent and warrant to the Administrative Agent and the
Banks as follows:

     3.1. Each of the representations and warranties set forth in Section 5 of
the Credit Agreement are true and correct as to each of the Borrowers as of the
effective date hereof, except that



                                      -21-
<PAGE>

the representations and warranties made under Section 5.2 (except the last
sentence thereof) shall be deemed to refer to the most recent financial
statements furnished to the Banks pursuant to Section 7.4 of the Credit
Agreement.

     3.2. The Borrowers are in full compliance with all of the terms and
conditions of the Loan Documents and no Event of Default or Potential Default
has occurred and is continuing thereunder or shall result after giving effect to
this Amendment.

4.  MISCELLANEOUS.

     4.1. The Borrowers have heretofore executed and delivered to the
Administrative Agent certain Security Documents, and the Borrowers hereby agree
that the Security Documents shall secure all of the Borrowers' indebtedness,
obligations and liabilities to the Administrative Agent and the Banks under the
Credit Agreement as amended by this Amendment, that notwithstanding the
execution and delivery of this Amendment, the Security Documents shall be and
remain in full force and effect and that any rights and remedies of the
Administrative Agent thereunder, obligations of the Borrowers thereunder and any
liens or security interests created or provided for thereunder shall be and
remain in full force and effect and shall not be affected, impaired or
discharged thereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Security Documents as to the indebtedness which would be secured thereby
prior to giving effect to this Amendment.

     4.2. Each Borrower hereby represents, warrants, acknowledges and agrees
that (i) there are no set offs, counterclaims or defenses against the Notes, the
Credit Agreement (as amended or otherwise modified hereby) or any other Loan
Documents (as amended or otherwise modified hereby or by the security agreement
amendments) and (ii) there are no claims (absolute or contingent or matured or
unmatured) or causes of action by any Borrower against any Bank or any Agent in
connection with the Credit Agreement, the Notes and the other Loan Documents.
Notwithstanding the immediately preceding sentence and as further consideration
for the agreements and understandings contained herein, each Borrower hereby
releases the Agents and the Banks, their respective predecessors, officers,
directors, employees, agents, attorneys, affiliates, subsidiaries, successors
and assigns, from any liability, claim, right or cause of action which now
exists or hereafter arises as a result of acts, omissions or events occurring on
or prior to the date hereof, whether known or unknown, in connection with the
Credit Agreement, the Notes and the other Loan Documents.

     4.3. Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, or any communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.

     4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereby may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.



                                      -22-
<PAGE>

     Upon acceptance hereof by the Administrative Agent and the Banks in the
manner hereinafter set forth, this Amendment shall be a contract between us for
the purposes hereinabove set forth.

     Dated as of May 31, 2001.


                                        SEMINIS, INC.



                                        By
                                           Its
                                              ----------------------------------


                                        SEMINIS VEGETABLE SEEDS, INC.



                                        By
                                           Its
                                              ----------------------------------


                                        SVS HOLLAND B.V



                                        By
                                           Its
                                              ----------------------------------



                                      -23-
<PAGE>

     Accepted and agreed to as of the day and year last above written.


                                        HARRIS TRUST AND SAVINGS BANK,
                                           individually and as Administrative
                                           Agent



                                        By
                                           Its Vice President


                                        CREDIT AGRICOLE INDOSUEZ


                                        By
                                           Its
                                              ----------------------------------



                                        By
                                           Its
                                              ----------------------------------


                                        BANK OF AMERICA, N.A.



                                        By
                                           Its
                                              ----------------------------------


                                        THE BANK OF NOVA SCOTIA



                                        By
                                           Its
                                              ----------------------------------


                                        COMERICA BANK



                                        By
                                           Its
                                              ----------------------------------


                                        BANK ONE, NA



                                        By
                                           Its
                                              ----------------------------------



                                      -24-
<PAGE>

                                        BNP PARIBAS



                                        By
                                           Its
                                              ----------------------------------



                                        By
                                           Its
                                              ----------------------------------


                                        UNION BANK OF CALIFORNIA, N.A.



                                        By
                                           Its
                                              ----------------------------------


                                        FLEET NATIONAL BANK



                                        By
                                           Its
                                              ----------------------------------


                                        FORTIS CAPITAL CORP.



                                        By
                                           Its
                                              ----------------------------------


                                        COOPERATIEVE CENTRALE
                                           RAIFFEISEN-BOERENLEENBANK B.A.,
                                           "RABOBANK NEDERLAND", New York Branch



                                        By
                                           Its
                                              ----------------------------------



                                        By
                                           Its
                                              ----------------------------------



                                      -25-
<PAGE>

                                        SANWA BANK CALIFORNIA



                                        By
                                           Its
                                              ----------------------------------


                                        THE FUJI BANK, LIMITED



                                        By
                                           Its
                                              ----------------------------------


                                        THE MITSUBISHI TRUST & BANKING
                                           CORPORATION



                                        By
                                           Its
                                              ----------------------------------


                                        U.S. BANK NATIONAL ASSOCIATION



                                        By
                                           Its
                                              ----------------------------------


                                        THE DAI-ICHI KANGYO BANK, LTD.



                                        By
                                           Its
                                              ----------------------------------



                                      -26-
<PAGE>

                                    EXHIBIT D


                                  SEMINIS, INC.
                          SEMINIS VEGETABLE SEEDS, INC.
                                SVS HOLLAND B.V.


                             COMPLIANCE CERTIFICATE

        This Compliance Certificate is furnished to Harris Trust and Savings
Bank and the other Banks (collectively, the "Banks") and Harris Trust and
Savings Bank as Administrative Agent (the "Administrative Agent") for the Banks,
pursuant to that certain Credit Agreement dated as of June 28, 1999, as amended,
by and among Seminis, Inc., a Delaware corporation ("Seminis"), Seminis
Vegetable Seeds, Inc., a California corporation, and SVS Holland B.V., a private
company with limited liability incorporated under the laws of The Netherlands
(the "Borrowers") and the Banks (the "Agreement"). Unless otherwise defined
herein, the terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.

        THE UNDERSIGNED HEREBY CERTIFIES THAT:

                1. I am the duly elected chief financial officer or vice
               president world-wide corporate controller of Seminis;

                2. I have reviewed the terms of the Agreement and I have made,
               or have caused to be made under my supervision, a detailed review
               of the transactions and conditions of the Borrowers during the
               accounting period covered by the attached financial statements
               sufficient for me to provide this Certificate;

                3. The examinations described in paragraph 2 did not disclose,
               and I have no knowledge of, the existence of any condition or
               event which constitutes a Potential Default or Event of Default
               during or at the end of the accounting period covered by the
               attached financial statements or as of the date of this
               Certificate, except as set forth below; and

                4. If attached financial statements are being furnished pursuant
               to Section 7.4(a) of the Agreement, Schedule I attached hereto
               sets forth financial data and computations evidencing the
               Borrowers' compliance with certain covenants of the Agreement,
               all of which data and computations are true, complete and
               correct.

        Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrowers have taken, are taking or proposes to
take with respect to each such condition or event:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

<PAGE>

        The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _____ day of
_______________________, 200_.

                                        SEMINIS, INC.


                                        By
                                           Its
                                              ----------------------------------



                                       D-2
<PAGE>

                                   SCHEDULE 1
                            TO COMPLIANCE CERTIFICATE


                                  SEMINIS, INC.
                          SEMINIS VEGETABLE SEEDS, INC.
                                SVS HOLLAND B.V.


                           COMPLIANCE CALCULATIONS FOR
             CREDIT AGREEMENT DATED AS OF JUNE 28, 1999, AS AMENDED


                  CALCULATIONS AS OF ____________________, 200_

<TABLE>
<S>                                                                         <C>
SECTION 7.20.    MINIMUM INTEREST COVERAGE RATIO.

        (a)    EBITDA (see attached computation)........................        $
                                                                                -----------

        (b)    Interest Expense.........................................        $
                                                                                -----------

        (c)    Interest Coverage Ratio
               ((a)/(b))................................................        ________ to 1*

             *Required to be no less than _____ to 1

             Compliance.................................................    Yes_____   No_____

SECTION 7.22.    MAXIMUM DEBT RATIO.

        (a)    Debt.....................................................        $
                                                                                -----------

        (b)    EBITDA...................................................        $
                                                                                -----------

        (c)    Debt Ratio ((a)/(b)).....................................        ________ to 1*

             *Required to be no greater than _________ to 1

             Compliance.................................................    Yes_____   No_____

SECTION 7.23.    MINIMUM EBITDA.

A.      Cumulative

        (a)    Cumulative EBITDA........................................        $           *
                                                                                -----------

             *Required to be no less than $___________

             Compliance.................................................    Yes_____   No_____
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
B.      Quarterly

        (c)    Quarterly EBITDA.........................................        $           *
                                                                                -----------

             *Required to be no less than $___________

             Compliance.................................................    Yes_____   No_____
</TABLE>



                                      -2-
<PAGE>

                                    EXHIBIT R


                              CASH FLOW PROJECTIONS

<PAGE>

                                    EXHIBIT S


                                  SEMINIS, INC.
                          SEMINIS VEGETABLE SEEDS, INC.
                                SVS HOLLAND B.V.


                              OFFICER'S CERTIFICATE

        This Officer's Certificate is furnished to Harris Trust and Savings Bank
and the other Banks (collectively, the "Banks") and Harris Trust and Savings
Bank as Administrative Agent (the "Administrative Agent") for the Banks,
pursuant to that certain Credit Agreement dated as of June 28, 1999, as amended,
by and among Seminis, Inc., a Delaware corporation ("Seminis"), Seminis
Vegetable Seeds, Inc., a California corporation, and SVS Holland B.V., a private
company with limited liability incorporated under the laws of The Netherlands
(the "Borrowers") and the Banks (the "Agreement"). Unless otherwise defined
herein, the terms used in this Officer's Certificate have the meanings ascribed
thereto in the Agreement.

        THE UNDERSIGNED HEREBY CERTIFIES THAT:

                1. I am the duly elected chief financial officer or vice
               president world-wide corporate controller of Seminis;

                2. I have reviewed the terms of the Agreement and I have made,
               or have caused to be made under my supervision, a detailed review
               of the transactions and conditions of the Borrowers during the
               accounting period covered by the attached financial statements
               sufficient for me to provide this Certificate;

                3. The examinations described in paragraph 2 did not disclose,
               and I have no knowledge of, the existence of any condition or
               event which constitutes a Potential Default or Event of Default
               during or at the end of the accounting period covered by the
               attached financial statements or as of the date of this
               Certificate, except as set forth below; and

                4. During the period covered by this Officer's Certificate,
               Seminis' Foreign Subsidiaries have not incurred Debt permitted by
               Section 7.8(g), except as set forth below:

               NAME OF FOREIGN SUBSIDIARY      PRINCIPAL AMOUNT       COLLATERAL


        Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrowers have taken, are taking or proposes to
take with respect to each such condition or event:

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

<PAGE>

        The foregoing certifications are made and delivered this _____ day of
_______________________, 200_.

                                        SEMINIS, INC.


                                        By
                                           Its
                                              ----------------------------------



                                       S-2
<PAGE>

                                    EXHIBIT T


                       OPINION OF MILBANK, TWEED, HADLEY &
                                   MCCLOY LLP

<PAGE>

                                    EXHIBIT U


                     OPINION OF STIBBE SIMONT MONAHAN DUHOT

<PAGE>

                                  SCHEDULE 7.8

                              EXISTING INDEBTEDNESS


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Company                   Long Term Debt          Revolving Lines of Credit
-----------------------------------------------------------------------------
<S>                       <C>                     <C>
SVS US                              17,014,010                             -
SVS Holland                            410,969                             -
Baxter                                 845,415                             -
Garden Holland                               -                        81,471
Incotec NL                                   -                       199,232
SVS Chile                                    -                     8,825,053  *1
SVS Argentina                                -                             -
SVS Peru                               937,610                       250,000
Hungnong Seeds                       1,304,214                    28,317,518
Choong Ang Seeds                       882,859                     2,259,376
SVS South Africa                         9,634                             -
SVS India                               20,812                       752,627
Selekta                                    903                             -
Asgrow Italia                                -                     1,261,140
RS Italia                               44,259                             -
Peto Italiana                          588,389                     5,178,602
SVS Iberica                            780,240                     4,406,245  *2
Gammavivai                                   -                       681,267
Jasco                                        -                       492,264
SVS France                             800,008                       923,100  *3
SVS Germany                            130,634                             -
SVS U.K.                                     -                       716,640
Incotec Japan                          819,421                             -
                          --------------------          --------------------
Total                               24,589,377                    54,344,535
-----------------------------------------------------------------------------
</TABLE>


----------------

1    Chile's current line with Dresner Bank is frozen. Additional $5.0 million
     credit line may be available dependent on the outcome of the Syndicated
     bank agreement in the US.

2    Iberica potentially has $0.4 million additional credit line available upon
     finalization of Syndicated agreement.

3    France has approximately $4.3 million potential credit line available once
     the agreement with the Syndicated bank is finalized.

<PAGE>

                                  SCHEDULE 7.9

                                 EXISTING LIENS

<PAGE>

                                  SCHEDULE 7.29

                          ADDITIONAL COLLATERAL MATTERS

        1. The Borrowers will provide all information relating to Spanish
patents and trademarks described in Section 7.29(a)(i) no later than June 30,
2001.

        2. The Borrowers shall provide all information relating to real estate
values described in Section 7.29(a)(i) no later than June 15, 2001.

        3. Seminis shall convert its Chilean Subsidiary into a stock company and
grant the Administrative Agent a security interest in 65% of its stock as
described in Section 7.29(a)(ii) no later than August 31, 2001.

        4. The Borrowers and their Subsidiaries will execute and deliver to the
Administrative Agent the Security Documents for collateral located in Chile
(other than the collateral described in 3 above) no later than 10 Business Days
after the Foreign Ministry of Chile legalizes the relevant powers of attorney
executed by Seminis and its Subsidiaries and for the collateral located in Spain
no later July 31, 2001.