EXHIBIT 10.50

     Amendment No. 13, dated as of August 1, 1999 to Credit  Agreement  dated as
     of  February  10,  1993  among Di Giorgio  Corporation,  as  Borrower,  the
     financial   institutions   parties  thereto,   as  Lenders,  BT  Commercial
     Corporation,  as Agent for the  Lenders,  and  Bankers  Trust  Company,  as
     Issuing Bank.

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                                                                       EXECUTION
                                                                            COPY


               AMENDMENT NO. 13, dated as of August 1, 1999 ("Amendment No. 13")
to CREDIT  AGREEMENT  dated as of February 10, 1993 (as amended through the date
hereof, the "Credit Agreement") among DI GIORGIO CORPORATION,  as Borrower,  the
financial  institutions parties thereto, as LENDERS, BT COMMERCIAL  CORPORATION,
as Agent for the  Lenders,  and the Issuing  Bank.  Terms which are  capitalized
herein and not otherwise  defined shall have the meanings given to such terms in
the Credit Agreement.

               WHEREAS, the Borrower has requested that the Lenders, among other
things,  (i) extend the Expiration  Date, (ii) reduce the interest rates payable
on Loans, (iii) reduce the rate on which Letter of Credit Fees payable under the
Credit Agreement are calculated and (iv) modify certain  covenants  contained in
the Credit Agreement; and

               WHEREAS,  the Lenders  have agreed to the  foregoing on the terms
and subject to the fulfillment of the conditions set forth in this Amendment No.
13;

               NOW, THEREFORE, in consideration of the mutual promises contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  Borrower  and the  Lenders
hereby agree as follows:

               Section One.  Amendment.  Upon the  fulfillment of the conditions
precedent set forth in Section Three hereof, effective as of August 1, 1999, the
Credit Agreement is amended as follows:

               (a)  Section 1.1 of the Credit  Agreement  is amended by deleting
the definition of the term Applicable Margin in its entirety and by substituting
the following in lieu thereof:

               "Applicable  Margin"  shall mean 1.625% in the case of Eurodollar
               Rate Loans and zero in the case of Prime Rate Loans."

                  (b) Section 1.1 of the Credit Agreement is amended by deleting
the definition of the term  Expiration  Date in its entirety and by substituting
the following in lieu thereof:

               "Expiration Date" shall mean June 30, 2004."

               (c)  Section  5.7 (a) of the Credit  Agreement  is amended in its
entirety to read as follows:

               "5.7 Letter of Credit Fee. (a) The Agent, for the ratable benefit
               of the Lenders, shall be entitled to charge to the account of the
               Borrower (i) on the first  business day of each month, a fee (the
               "Letter  of  Credit  Fee"),  in an  amount  equal  to (A) one and
               one-half percent (1.50%) per annum of the daily average amount of
               outstanding documentary

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               Letter of Credit  Obligations  during the  immediately  preceding
               month and (B) one and one-half  percent  (1.50%) per annum of the
               daily  average  amount of  outstanding  standby  Letter of Credit
               Obligations  during the immediately  preceding month, and (ii) as
               and when incurred by the Agent or any Lender, any charges,  fees,
               costs and  expenses  charged  to the Agent or any  Lender for the
               Borrower's  account  by any  Issuing  Bank  (other  than any fees
               charged to the Agent or any Lender which would be  duplicative of
               the Letter of Credit Fee paid to the Agent for the benefit of the
               Lenders)  (the  "Issuing  Bank  Fees")  in  connection  with  the
               issuance  of any  Letters  of Credit by the  Issuing  Bank.  Each
               determination  by the Agent of Letter  of Credit  Fees  hereunder
               shall be conclusive and binding for all purposes, absent manifest
               error."


               (d)  Section  8.1 of  the  Credit  Agreement  is  deleted  in its
entirety.

               (e)  Section 8.2 of the Credit  Agreement  is amended by deleting
the introductory  portion thereof, and by deleting subsections (aa) through (dd)
thereof,  and substituting in lieu thereof the  introductory  portion of Section
8.2 set forth below and  subsections  (aa) through (dd) set forth below, so that
subsections (aa) through (dd) thereof, together with the introductory portion of
Section 8.2, shall read as follows:

               "8.2 Interest  Coverage Ratio.  The Borrower shall not permit its
               ratio of EBITDA to Interest  Expense as of the end of each of the
               following  periods to be less than the applicable ratio set forth
               below opposite each such period:


                                Minimum Interest
        Period                                      Coverage Rates
        ------                                      --------------

     (aa) the fiscal quarter ending in June,         1.60 to 1.00
     1999, together with the three
     preceding fiscal quarters

     (bb) the fiscal quarter ending in              1.65 to 1.00
     September, 1999, together with the
     three preceding fiscal quarters

     (cc) the fiscal quarter ending in              1.70 to 1.00
     December, 1999, together with the
     three preceding fiscal quarters



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     (dd) the  fiscal  quarter  ending in 1.75 to 1.00"  March,  2000,  and each
     fiscal quarter  thereafter,  in each case together with the three preceding
     fiscal quarters

               (f) Subsection (a) (iii) of Section 8.10 of the Credit  Agreement
is amended in its entirety to read as follows:

               "(iii) the  Borrower may declare and pay ratably  dividends  with
               respect to its  capital  stock to its  stockholders  each  fiscal
               year,  during the sixty day period  commencing on the date of the
               Agent's receipt of the Borrower's  audited  Financial  Statements
               for the prior fiscal year,  in an aggregate  amount not to exceed
               in any  fiscal  year fifty  percent  (50%) of Net Income for such
               prior  fiscal  year;  provided  that (1) no  Default  or Event of
               Default  shall  have  occurred  and then be  continuing  or would
               result therefrom, (2) immediately after giving effect to any such
               proposed  dividend,  there shall be an aggregate amount of Unused
               Availability of at least $30,000,000,  (3) the ratio of EBITDA to
               the sum of Interest  Expense,  dividends  and taxes paid in cash,
               and Capital  Expenditures  made, in each case with respect to the
               Borrower,   on  a  consolidated   basis,   for  the  fiscal  year
               immediately  prior to the fiscal year during which such  proposed
               dividend shall be paid,  shall be no less than 1.25 to 1.00, such
               ratio to be calculated  as if such dividend  shall have been paid
               on the last day of such  preceding  fiscal  year and (4) at least
               ten  Business  Days  prior  to the  date on  which  the  Borrower
               proposes to pay such  dividend,  the Agent shall have  received a
               certificate  prepared  under the direction of and executed by the
               Borrower's chief executive officer or chief financial officer (x)
               pursuant to which such officer  shall certify to the Lenders that
               in determining Unused  Availability for the purpose of clause (2)
               hereof,  the Borrower's trade payables have been paid in a manner
               consistent  with  the  Borrower's  historical  practices  and (y)
               setting forth in reasonable  detail the  calculation of the ratio
               described in clause (3) hereof; and"

               (g) Section  8.11 of the Credit  Agreement is amended by deleting
the word "and" at the end of subsection (l) thereof, re-lettering subsection (m)
as  subsection  (n),  and by adding a new  subsection  (m)  thereof as set forth
below, so that such subsection (m),  together with the  introductory  portion of
Section 8.11, shall read as follows:

               "8.11 No Investments. The Borrower will not, and shall not permit
               any of the Restricted  Subsidiaries  to,  directly or indirectly,
               make any Investment in any Person,  whether in cash,  securities,
               or other property of any kind, including, without limitation, any
               Subsidiary or Affiliate of the Borrower, other than:

               (m) Investments in a Subsidiary,  not to exceed $5,000,000 in the
               aggregate  principal amount outstanding at any one time, provided
               that (i) the business of such  Subsidiary is directly  related to
               and is intended to benefit the Borrower's  primary business,  and
               (ii)  immediately  after  giving  effect  to  any  such  proposed
               Investment,

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               there   shall  be  an   aggregate   amount   of  Unused
               Availability of at least $30,000,000; and"

               Section  Two.  Representations  and  Warranties.  To  induce  the
Lenders  to enter  into  this  Amendment  No.  13,  the  Borrower  warrants  and
represents to the Lenders as follows:

               (a) the recitals  contained in this Amendment No. 13 are true and
correct in all respects;

               (b) after  giving  effect to this  Amendment  No.  13, all of the
representations and warranties  contained in the Credit Agreement and each other
Credit Document to which the Borrower is a party continue to be true and correct
in all material  respects as of the date  hereof,  as if repeated as of the date
hereof,  except for such  representations  and warranties which, by their terms,
are only made as of a previous date;

               (c) the execution, delivery and performance of this Amendment No.
13 by the Borrower is within its corporate  powers,  has been duly authorized by
all necessary corporate action, the Borrower has received all necessary consents
to and approvals for the execution,  delivery and  performance of this Amendment
No. 13 (if any shall be required)  and this  Amendment  No. 13 does not and will
not  contravene  or  conflict  with any  provision  of law or of the  charter or
by-laws of the Borrower or with the terms or provisions of any other document or
agreement  to which  the  Borrower  is a party or by which the  Borrower  or its
property may be bound; and

               (d) upon its  execution,  this Amendment No. 13 shall be a legal,
valid and binding obligation of the Borrower,  enforceable  against the Borrower
in accordance with its terms.

               Section Three. Conditions Precedent.  This Amendment No. 13 shall
become effective when the last of the following events shall have occurred:

               (a) the Agent shall have received a fully executed counterpart of
this Amendment No. 13;

               (b) no  Default  shall  have  occurred  and be  continuing  which
constitutes an Event of Default or would constitute an Event of Default upon the
giving of notice or lapse of time or both, and no event or development which has
had or is  reasonably  likely  to have a  Material  Adverse  Effect  shall  have
occurred,  in each case since the date of  delivery to the Agent and the Lenders
of the Borrower's most recent financial statement, and the Agent and the Lenders
shall have  received a  certificate  from the  Borrower,  executed  by its Chief
Financial Officer, as to the truth and accuracy of this paragraph (b);

               (c) the  Borrower  shall have paid in cash to the Agent,  for the
ratable benefit of each of the Lenders,  a  non-refundable  fee in the amount of
$225,000;



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               (d) the Borrower  shall have delivered to the Agent a copy of the
corporate  resolutions  of the  Borrower's  Board of Directors  authorizing  the
execution,  delivery and  performance  of this Amendment No. 13 by the Borrower;
and

               (e) the Agent and the Lenders shall have received such additional
documents to further  effectuate  the purpose of this Amendment No. 13 as any of
them or their respective counsel may reasonably request.

               Section Four. General Provisions.

               (a) Except as herein expressly amended,  the Credit Agreement and
all other  agreements,  documents,  instruments  and  certificates  executed  in
connection therewith are ratified and confirmed in all respects and shall remain
in full force and effect in accordance with their respective terms.

               (b) All references to the Credit  Agreement shall mean the Credit
Agreement as amended as of the effective date hereof,  and as amended hereby and
as hereafter amended, supplemented and modified from time to time.

               (c) This  Amendment No. 13 may be executed by the parties  hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all which shall constitute one and the same agreement.

               (d) This  Amendment  No. 13 shall be governed by,  construed  and
interpreted  in  accordance  with the  internal  laws of the  State of New York,
without regard to the conflicts of law principles thereof.


               IN  WITNESS  WHEREOF,  each of the  Borrower,  the  Lenders,  the
Issuing Bank and the Agent has signed below to indicate its  agreement  with the
foregoing and its intent to be bound thereby.



                                           DI GIORGIO CORPORATION



                                            By:   /s/ Robert A. Zorn
                                               ---------------------------------
                                               Name:   Robert A. Zorn
                                               Title:  Senior Vice President



                                            BT COMMERCIAL CORPORATION, as
                                            Agent and as a Lender


                                            By:   /s/ Frank A. Chiovari
                                               ---------------------------------
                                               Name:   Frank A. Chiovari
                                               Title: Vice President

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                                            LASALLE NATIONAL BANK, as a Lender


                                            By:   /s/ Christopher G. Clifford
                                               ---------------------------------
                                               Name:   Christopher G. Clifford
                                               Title:  Senior Vice President

                                            BANCO POPULAR, as a Lender


                                            By:   /s/ Joseph C. LoMonsco
                                               ---------------------------------
                                               Name:   Joseph C. LoMonsco
                                               Title: Vice President

                                            CONGRESS FINANCIAL
                                             CORPORATION, as a Lender


                                            By:   /s/ Thomas McGregor
                                               ---------------------------------
                                               Name:   Thomas McGregor
                                               Title: Vice President

                                            PNC BANK, as a Lender


                                            By:   /s/ Michael Richards
                                               ---------------------------------
                                               Name:   Michael Richards
                                               Title: Vice President

                                            SUMMIT COMMERCIAL/GIBRALTAR
                                             CORP., as a Lender


                                            By:   /s/ Peter J. Hollitscher
                                               ---------------------------------
                                               Name:   Peter J. Hollitscher
                                               Title: Vice President



DSN:55036.5


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