EXECUTION
                                                                            COPY

                  AMENDMENT  NO. 12, dated as of March 1, 1999  ("Amendment  No.
12") 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.
12;

                  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 December 21, 1998,
the Credit Agreement is amended as follows:

                  (a) Section 7.16. Puerto Rico Collections.  A new Section 7.16
to the Credit Agreement is hereby added thereto as follows:

                        "7.16 Puerto Rico Collections Received by Borrower.  The
                        Borrower   agrees   that   any   checks,    remittances,
                        collections  or other  payments  in respect of  Accounts
                        (collectively  "Puerto Rico  Collections")  arising from
                        sales to account debtors located in the  Commonwealth of
                        Puerto Rico ("Puerto Rico Customers") which are received
                        by the  Borrower  shall  be  promptly  deposited  by the
                        Borrower into (i) a Depositary Account maintained with a
                        Blocked  Account  Bank with which the  Borrower  and the
                        Agent have a Blocked Account  Agreement which is in full
                        force and effect (an "Acceptable Depositary Account") or
                        (ii)  a  bank  account  (the  "Puerto  Rico   Collection
                        Account") maintained by the Borrower with a bank located
                        in the  Commonwealth  of Puerto Rico (the  "Puerto  Rico
                        Collection  Bank").  The Borrower further agrees that on
                        each day on which the  Puerto  Rico  Collection  Bank is
                        open for business and on which the available

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                        balances in the Puerto Rico  Collection  Account  exceed
                        $25,000,  in the aggregate,  the Borrower shall instruct
                        the Puerto Rico  Collection  Bank to transfer at the end
                        of each such day the  amount of such  excess  balance to
                        the Concentration  Account, or an Acceptable  Depositary
                        Account.  The  Borrower  further  agrees that if, at any
                        time,  it shall have  received  notice from the Agent of
                        the Agent's  intention to terminate the  procedures  set
                        forth in the  preceding  sentence  (which  the Agent may
                        elect  to  do  in  its  sole  and  absolute  discretion,
                        exercised in a commercially  reasonable  manner),  then,
                        immediately  upon receipt of such  notice,  the Borrower
                        shall  cease  depositing  any  Puerto  Rico  Collections
                        received by it into the Puerto Rico  Collection  Account
                        and shall instead  promptly deposit all such Puerto Rico
                        Collections,  on each day of receipt, into an Acceptable
                        Depositary Account."

                  (b) Section 8.11. No Investments.  The introductory portion of
Section  8.11 is restated as follows,  subsection  (a) thereof is deleted in its
entirety, and the following is substituted in lieu thereof:

                        "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:

                        (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  $35,000,000  at any  one  time,
                        provided  further that the aggregate  amount of any such
                        advances  or  loans  outstanding  at any one time to any
                        obligor  on any  single  Customer  Note,  or  series  of
                        related   Customer   Notes,   plus  the  amount  of  the
                        Borrower's  contingent  liabilities  in  respect  of its
                        guarantees of such obligor's

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                        indebtedness,  liabilities or other obligations, may not
                        exceed  $5,000,000.  Notwithstanding  the foregoing,  in
                        addition  to the  $5,000,000  limitation  with regard to
                        both a single  Customer  Note,  as well as a  series  of
                        related  Customer  Notes,  set  forth  in  the  previous
                        sentence,  but subject to the $35,000,000 limitation set
                        forth  therein,  (x) the Borrower  may make  advances or
                        loans to a New  Jersey  corporation  known as  Foodtown,
                        pursuant to a certain Customer Note dated as of December
                        23, 1998 in the original  principal amount of $6,100,000
                        (the "Foodtown  Note"),  so long as the aggregate amount
                        of all  advances or loans  outstanding  on the  Foodtown
                        Note,  plus  the  amount  of the  Borrower's  contingent
                        liabilities   in   respect  of  its   guaranty   of  the
                        indebtedness,   liabilities  or  other   obligations  of
                        Foodtown, do not exceed $7,500,000 in the aggregate,  at
                        any one time  outstanding,  and (y) the liability of any
                        affiliate  of  Foodtown,  by virtue of such  affiliate's
                        status  as a  co-maker,  co-obligor  or  surety  of  the
                        Foodtown  Note,  shall not count against the  $5,000,000
                        limitation on the aggregate loans and advances which the
                        Borrower  may make to any such  affiliate  pursuant to a
                        Customer Note executed by such affiliate."

                  (c) Section 8.15.  No Excess Cash.  Section 8.15 is deleted in
its entirety, and the following is substituted in lieu thereof:

                        "8.15 No Excess Cash.  The Borrower  will not, and shall
                        not  permit  any  of  the  Restricted  Subsidiaries  to,
                        directly or indirectly, maintain in the aggregate in all
                        of  the  checking,  savings  or  other  accounts  of the
                        Borrower,  total cash balances and investments permitted
                        by Section 8.11 hereof in excess of $500,000 at any time
                        during  which  any  Revolving   Loans  are   outstanding
                        hereunder,  with the  exception of (a) payroll  accounts
                        and (b) the Puerto Rico Collection  Account,  unless the
                        Borrower  shall have received a notice from the Agent in
                        accordance  with the  terms of  Section  7.16,  in which
                        case, upon such receipt, the exception set forth in this
                        clause (b) shall be of no further force or effect."

                  Section Two.  Representations  and  Warranties.  To induce the
Lenders  to enter  into  this  Amendment  No.  12,  the  Borrower  warrants  and
represents to the Lenders as follows:


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                  (a) the recitals  contained in this  Amendment No. 12 are true
and correct in all respects;

                  (b) after giving  effect to this  Amendment No. 12, 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. 12 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. 12 (if any shall be required)  and this  Amendment No. 12 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.  12 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. 12
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. 12;

                  (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); and

                  (c) the  Agent  and  the  Lenders  shall  have  received  such
additional  documents to further effectuate the purpose of this Amendment No. 12
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.


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                  (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.  12 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. 12 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

                                       LASALLE NATIONAL BANK, as a Lender


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

                                       IBJ WHITEHALL BANK & TRUST 
                                       COMPANY (formerly IBJ Schroder Bank and
                                       Trust Company), as a Lender


                                       By:
                                       Name:
                                       Title:

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                                       CONGRESS FINANCIAL
                                       CORPORATION, as a Lender


                                       By:         /s/ Thomas McGregor
                                       -------------------------------
                                       Name:      Thomas McGregor
                                       Title:     Assistant 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:      PeterJ. Hollitscher
                                       Title:     Vice President

                                       BANKERS TRUST COMPANY,
                                          as Issuing Bank


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

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