AMENDMENT NO. 11, dated as of March 25, 1998 ("Amendment No. 11")
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 BANKERS TRUST COMPANY,  as 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  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.
11;

               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,  the Credit  Agreement is hereby
amended, effective as of March 25, 1998, as follows:

               (a)  Section 8.2 of the Credit  Agreement  is amended by deleting
subsections  (u)  through  (dd)  thereof,   and  substituting  in  lieu  thereof
subsections  (u) through  (dd) set forth  below,  so that such  subsections  (u)
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 in the applicable column:


                                      - 1 -

<PAGE>


                                          Minimum Interest     Minimum Interest
                                           Coverage Ratio       Coverage Ratio
                                          Prior to the New     On and After the
                                            Senior Note         New Senior Note
Period                                     Issuance Date         Issuance Date


(u)  the fiscal quarter ending in           2.00 to 1.00
March, 1998, and each fiscal quarter
thereafter, in each case together with
the three preceding fiscal quarters

(v)  the fiscal quarter ending, in                               1.50 to 1.00
March, 1998, together with the three
preceding fiscal quarters

(w)  the fiscal quarter ending in June,                          1.50 to 1.00
1998, together with the three
preceding fiscal quarters

(x)  the fiscal quarter ending in                                1.50 to 1.00
September, 1998, together with the
three preceding fiscal quarters

(y)  the fiscal quarter ending in                                1.50 to 1.00
December, 1998, together with the
three preceding fiscal quarters

(z)  the fiscal quarter ending in                                1.55 to 1.00
March, 1999, together with the three
preceding fiscal quarters

(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


                                      - 2 -

<PAGE>

                                          Minimum Interest     Minimum Interest
                                           Coverage Ratio       Coverage Ratio
                                          Prior to the New     On and After the
                                            Senior Note         New Senior Note
Period                                     Issuance Date         Issuance Date

(dd)  the fiscal quarter ending in                               1.75 to 1.00
March, 2000, together with the three
preceding fiscal quarters



               (b) Section  8.11 of the Credit  Agreement is amended by deleting
subsection (a) thereof in its entirety and by substituting the following in lieu
thereof:

                    "(a)  Advances or loans  evidenced  by the  Customer  Notes,
                    provided that the sum of (i) the aggregate  unpaid principal
                    balance of such Customer Notes  outstanding at any one time,
                    plus (ii) the aggregate amount of the Borrower's  contingent
                    liabilities  in respect of the  guarantees  permitted  under
                    Section  8.9(f) hereof,  plus (iii) the aggregate  amount of
                    all repurchase  obligations or other contingent  liabilities
                    of  the   Borrower  in  respect  of  such   Customer   Notes
                    outstanding at any one time,  may not exceed  $25,000,000 at
                    any one time, and provided further that the aggregate amount
                    of any such advances or loans outstanding at any one time to
                    any obligor on such Customer  Notes,  plus the amount of the
                    Borrower's   contingent   liabilities   in  respect  of  its
                    guarantees of such  obligor's  indebtedness,  liabilities or
                    other obligations, may not exceed $3,000,000;"

               Section  Two.  Representations  and  Warranties.  To  induce  the
Lenders  to enter  into  this  Amendment  No.  11,  the  Borrower  warrants  and
represents to the Lenders as follows:

               (a) the recitals  contained in this Amendment No. 11 are true and
correct in all respects;

               (b) after  giving  effect to this  Amendment  No.  11, 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;

                                      - 3 -

<PAGE>



               (c) the execution, delivery and performance of this Amendment No.
11 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. 11 (if any shall be required)  and this  Amendment  No. 11 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. 11 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. 11 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. 11;

               (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 Agent and the Lenders shall have received such additional
documents to further  effectuate  the purpose of this Amendment No. 11 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.


                                      - 4 -

<PAGE>



               (c) This  Amendment No. 11 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. 11 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.

                                      - 5 -

<PAGE>


                  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. Chiavari
                                     Name:             Frank A. Chiavari
                                     Title:            Vice President

                                     LASALLE NATIONAL BANK, as a Lender


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


                                     IBJ SCHRODER BANK & TRUST
                                       COMPANY, as a Lender


                                     By:     /s/ Wing C. Louie
                                     Name:             Wing C. Louie
                                     Title:            Vice President

                                     CONGRESS FINANCIAL
                                       CORPORATION, as a Lender


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

                                      -6-
<PAGE>



                                      PNC BANK, as a Lender


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

                                     SUMMIT COMMERCIAL/GIBRALTAR
                                       CORP., as a Lender


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

                                     BANKERS TRUST COMPANY, as Issuing
                                       Bank


                                     By:     /s/ Frank A. Chiavari
                                     Name:             Frank A. Chiavari
                                     Title:            Vice President

                                      -7-