<PAGE>   1
                                  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>   2

     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"). Notwithstanding
                  anything to the contrary contained in this Agreement, the
                  Notes or any other Loan Document, 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>   3

     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 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 accrue at an additional rate per annum equal to
             two and a half percent (2.5%) (the


                                      -3-
<PAGE>   4

              "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 prior to the occurrence of a Payment
              Default from January 1, 2002, and March 31, 2002, and (c) no
              Deferred Interest shall accrue for any period during which the
              Applicable Margins have been 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 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 30, 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>   5

             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 Seminis and its Subsidiaries after the
             Third Amendment Effective Date shall be used concurrently with
             their receipt by any Borrower 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 Seminis and its Subsidiaries 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 shall be used
             concurrently with their receipt by any Borrower or Third party
             Pledgor 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. Net Asset Sale Proceeds
             received by the Borrowers or any Subsidiary 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 or any Subsidiary 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 specified below:



                                      -5-
<PAGE>   6

<TABLE>
<CAPTION>
                                       05/01/01   11/01/01     01/01/02    04/01/02     07/01/02
                    OUTSTANDING         through    through      through       through       and
                       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 to       2.25%     2.25%         2.50%        2.75%      3.00%
                   $274,999,999

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

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


             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.

                    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' Debt is reduced
             (each an "Adjustment Date"). Not later than 2 Business Days after
             each Adjustment Date, the Administrative Agent shall determine the
             outstanding 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
             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 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) write-offs of non-cash
             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


                                      -6-
<PAGE>   7

             (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 principals; 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 amount
             added to Net Income pursuant to clauses (d), (e) and (f) and (h)
             paid in cash shall not exceed $ 11,500,000 at any time.

                    "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 month 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
             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.



                                      -7-
<PAGE>   8

    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, 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 Korean Foreign Subsidiary to the extent and for so
             long as such Korean Foreign Subsidiary is prohibited by applicable
             law from remitting such proceeds to a Borrower and, if applicable
             law permits such a remittance with the consent of any governmental
             authority, such consent has been requested and denied.

                   "Payment Default" shall mean an Event of Default under
             Section 8.1(a) 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:

                    "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:



                                      -8-
<PAGE>   9

                    (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;

                    (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

                    (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, income statements and statements of cash flow 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;



                                      -9-
<PAGE>   10

                    (g) together with the financial statements delivered
              pursuant to Section 7.4(f), a Compliance 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 December, 2000, 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 April, 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;

                    (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 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 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) no later than 3 Business Days after any Foreign
              Subsidiary incurs any Debt permitted by Section 7.8(g) hereof, a
              written notice of such incurrence describing the principal amount
              of such Debt and the collateral security therefor, if any."

      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



                                      -10-
<PAGE>   11

              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 (i)
              the aggregate principal amount of all such Debt shall not exceed
              [$75,000,000], and (ii) except in the case of Hungnong, Choong Ang
              and their Korean Subsidiaries, all proceeds thereof in excess of
              [$40,000,000] 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

                    (h) indebtedness 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 the principal amount of such indebtedness does not
              exceed the fair market value of the Property acquired with the
              proceeds thereof.

                    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),



                                      -11-
<PAGE>   12

              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 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;



                                      -12-
<PAGE>   13

                    (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. Sections 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 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;



                                      -13-
<PAGE>   14

                    (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 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 Foreign Subsidiaries to remit to
  such Borrower or SVS all Net Asset Sale Proceeds received by such Foreign
  Subsidiaries concurrently with their receipt thereof, except to the extent and
  for so long as such Foreign Subsidiaries are prohibited by mandatory
  provisions of applicable law from so remitting any Korean Net Asset Sale
  Proceeds and, if such remittance is permitted with the consent of any
  governmental authority, such consent has been requested and denied."

      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 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."



                                      -14-
<PAGE>   15

      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
                 FISCAL QUARTER ENDING            SHALL NOT BE LESS THAN
                 ---------------------            ----------------------
<S>                                              <C>
                      June 30, 2001                     [3.00 to 1]
                    September 30, 2001                  [2.20 to 1]
                    December 31, 2001                   [2.04 to 1]
                      March 31, 2002                    [1.42 to 1]
                      June 30, 2002                     [1.74 to 1]
                    September 30, 2002                  [1.85 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:

<TABLE>
<CAPTION>
                                                DEBT RATIO SHALL NOT BE
                FISCAL QUARTER ENDING                 GREATER THAN
                ---------------------           ------------------------
<S>                                             <C>
                      June 30, 2001                     [11.50 to 1]
                   September 30, 2001                   [6.00 to 1]
                    December 31, 2001                   [6.00 to 1]
                     March 31, 2002                     [5.00 to 1]
                      June 30, 2002                     [5.00 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 the first day of
              each fiscal year specified below 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
                FISCAL YEAR          FISCAL QUARTER        SHALL NOT BE LESS
                   ENDING                ENDING                 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>


                                      -15-
<PAGE>   16

                   (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
               FISCAL QUARTER ENDING                 BE 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                  [$7,929,000]
                  September 30, 2002                [$14,069,300]
</TABLE>

      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 Borrowers
             shall repay the Term Loans 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,



                                      -16-
<PAGE>   17

             (i) provide to the Administrative Agent all information regarding
             the valuation of the Spanish patents and trademarks necessary to
             complete the Spanish security documents at the times specified on
             Schedule 7.29 (as such times may be extended by the Administrative
             Agent in its sole discretion) 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.

                    (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 (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, 7.29 or 7.30 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:



                                      -17-
<PAGE>   18

                    "Section 10.16. Authorization to Release Liens. The
             Administrative Agent is hereby irrevocably authorized by each of
             the Banks to release (a) any liens 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 15/65 of the 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 at a time that the Borrowers would not be able
             to obtain a Loan or L/C hereunder 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)
             change the amount or term of any of the Banks' Revolving Credit
             Commitments, (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
             Administrative Agent or the Banks pursuant to this Agreement or
             extend the time for payment thereof;



                                      -18-
<PAGE>   19

                    (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

                    (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) up to an aggregate amount of $50,000 per calendar quarter commencing
with the calendar quarter ending on , 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;



                                      -19-
<PAGE>   20

                    (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;

                   (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,
L.L.P., 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 Borrowers and their Subsidiaries shall have executed and
delivered to the Administrative Agent or its counsel all documents, instruments,
certificates and other items required in order to grant to the Administrative
Agent valid and perfected lien in the collateral agreed upon in Brazil, Chile,
Korea, Mexico and Spain, and shall have made authorized officers available to
the Administrative Agent and its counsel to the extent necessary for such liens
and security interests to be perfected in a manner satisfactory to the
Administrative Agent and its counsel in each of those countries.



                                      -20-
<PAGE>   21

      2.8. 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 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
shall have occurred and be 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.



                                      -21-
<PAGE>   22

     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>   23

      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>   24

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>   25

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

                                       SANWA BANK CALIFORNIA

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



                                      -25-
<PAGE>   26

                                       THE FUJI BANK, LIMITED

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

                                       THE MITSUBISHI TRUST & BANKING
                                         CORPORATION

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

                                       US BANCORP AG CREDIT, INC.

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

                                       THE DAI-ICHI KANGYO BANK, LTD.

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



                                      -26-
<PAGE>   27

                                    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>   28

      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_.



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



                                      D-2


<PAGE>   29
                                   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
</TABLE>


<PAGE>   30
<TABLE>
<S>                                                                     <C>
     (a)     Cumulative EBITDA .......................................  $_______*

             *Required to be no less than $________

             Compliance ..............................................   Yes____
             ..............................................  No_______

B.    Quarterly

      (c)    Quarterly EBITDA                                           $_______*

             *Required to be no less than $________

             Compliance                                                  Yes____
             ..............................................  No_______
</TABLE>



                                      -2-
<PAGE>   31

                                    EXHIBIT R

                             CASH FLOW PROJECTIONS


<PAGE>   32

                                    EXHIBIT S

                                  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

      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>   33

      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_.



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


<PAGE>   34

                                    EXHIBIT T

                      OPINION OF MILBANK, TWEED, HADLEY &
                                 MCCLOY, L.L.P.


<PAGE>   35

                                   EXHIBIT U

                     OPINION OF STIBBE SIMONT MONAHAN DUHOT




<PAGE>   36

                                  SCHEDULE 7.8

                             EXISTING INDEBTEDNESS


<PAGE>   37

                                  SCHEDULE 7.9

                                 EXISTING LIENS


<PAGE>   38

                                  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.