<PAGE>



         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 22, 2002, to the
Indenture (herein called the "Indenture"), dated as of November 18, 1998 by and
among Agrilink Foods, Inc., a New York corporation (the "Issuer"), the
Guarantors named therein (the "Guarantors") and The Bank of New York (as
successor trustee to IBJ Schroder Bank & Trust Company), as trustee (herein
called the "Trustee") with respect to the Issuer's 11 7/8% Senior Subordinated
Notes due 2008 (the "Notes"), is by and among the Issuer, the Guarantors and the
Trustee.

         PRELIMINARY STATEMENT

         Capitalized terms used and not otherwise defined herein, shall have the
meanings ascribed to them in the Indenture.

         Section 9.02 of the Indenture provides that, under certain
circumstances, a supplemental indenture may be entered into by the Issuers, the
Guarantors and the Trustee with the written consent of the Holders of at least a
majority (except with respect to Sections 4.15 and 4.18 which require the
consent of at least 75% of the aggregate principal amount of the outstanding
notes) in aggregate principal amount of the then outstanding Notes. The Issuer
has received and delivered to the Trustee the requisite consents to effect the
proposed amendments contained herein upon the terms set forth in the Consent
Solicitation Statement dated July 9, 2002, as the same may be amended (the
"Consent Solicitation"). In accordance with the terms of Sections 9.02 and 9.06
of the Indenture, the Issuer and the Guarantor have, by resolution of the Board
of Directors, authorized this Supplemental Indenture. The Trustee has determined
that this Supplemental Indenture is in form satisfactory to it.

         All things necessary to make this Supplemental Indenture a valid
agreement of the Issuer, the Guarantors and the Trustee and a valid amendment of
and supplement to the Indenture have been performed.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes
issued under the Indenture from and after the date of this Supplemental
Indenture, as follows:

         Section 1. Amendments to the Indenture.

         A. Deletions.

            Section 4.18 (Payments Pursuant to the Pro-Fac Marketing Agreement;
            Reinvestments by Pro-Fac; Borrowings by Pro-Fac) is hereby deleted
            in its entirety and replaced with the words "Reserved."

         B. Amendment to Section 11.01 of the Indenture.

            (i)     The definition of the term "Acquired Indebtedness" is hereby
                    amended and restated in its entirety as follows:

                    "Acquired Indebtedness" means (a) with respect to any Person
                    that becomes a Restricted Subsidiary after the date of this
                    Indenture, Indebtedness of such Person and its Subsidiaries
                    existing at the time such Person becomes a Restricted
                    Subsidiary that was not incurred in connection with, or in
                    contemplation of, such Person becoming a Restricted
                    Subsidiary and (b) with respect to the Company or any of its
                    Restricted Subsidiaries, any Indebtedness of a Person (other
                    than the Company or a Restricted Subsidiary) existing at the
                    time such Person is merged with or into the Company or a
                    Restricted Subsidiary, or Indebtedness assumed by the
                    Company or any of its Restricted Subsidiaries in connection
                    with the acquisition of an asset or assets from another
                    Person, which Indebtedness was not, in any case, incurred by
                    such other Person in connection with, or in contemplation
                    of, such merger or acquisition.




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            (ii)    The definition of the term "Affiliate" is hereby amended and
                    restated in its entirety as follows:

                    "Affiliate" of any specified Person means any other Person
                    directly or indirectly controlling or controlled by or under
                    direct or indirect common control with such specified
                    Person. For purposes of this definition, "control"
                    (including, with correlative meanings, the terms
                    "controlling," "controlled by" and under "common control
                    with"), as used with respect to any Person, shall mean the
                    possession, directly or indirectly, of the power to direct
                    or cause the direction of the management or policies of such
                    Person, whether through the ownership of voting securities,
                    by agreement or otherwise; provided, however, that
                    beneficial ownership of 10% or more of the voting securities
                    of a Person shall be deemed to be control.

            (iii)   The definition of the term "Change of Control" is hereby
                    amended and restated in its entirety as follows:

                    "Change of Control" means the occurrence of any of the
                    following: (i) the sale, lease or transfer, in one or a
                    series of related transactions (other than by way of merger
                    or consolidation), of all or substantially all of the assets
                    of the Company and its Restricted Subsidiaries taken as a
                    whole to any Person or group (as such term is used in
                    Section 13(d)(3) of the Exchange Act) (other than the
                    Principals and their Related Parties); provided, however,
                    that the Recapitalization shall not constitute a Change of
                    Control under this clause (i); (ii) the consummation of any
                    transaction the result of which is that any Person or group
                    (as such term is used in Section 13(d)(3) of the Exchange
                    Act) (other than the Principals and their Related Parties)
                    owns, directly or indirectly, more than 50% of the voting
                    power of the voting stock of the Company; (iii) the first
                    day following the date of consummation of the
                    Recapitalization on which a majority of the members of the
                    Board of Directors of the Company are not Continuing
                    Directors, or (iv) the adoption by the stockholders of the
                    Company of a plan or proposal relating to the liquidation or
                    dissolution of the Company.

            (iv)    The definition of the term "Consolidated Interest Expense"
                    is hereby amended and restated in its entirety as follows:

                    "Consolidated Interest Expense" for any period means the
                    sum, without duplication, of the total interest expense of
                    the Company and its consolidated Restricted Subsidiaries for
                    such period, determined on a consolidated basis in
                    accordance with GAAP and including, without limitation (i)
                    imputed interest on Capitalized Lease Obligations and
                    Attributable Indebtedness; (ii) commissions, discounts and
                    other fees and charges owed with respect to letters of
                    credit securing financial obligations and bankers'
                    acceptance financing; (iii) the net costs associated with
                    Hedging Obligations; (iv) amortization of other financing
                    fees and expenses; (v) the interest portion of any deferred
                    payment obligations; (vi) amortization of debt discount or
                    premium, if any; (vii) all other non-cash interest expense;
                    (viii) capitalized interest; (ix) all cash dividend payments
                    (and non-cash dividend payments in the case of a Restricted
                    Subsidiary) on any series of preferred stock of the Company
                    or any Restricted Subsidiary; (x) all interest payable with
                    respect to discontinued operations; and (xi) all interest on
                    any Indebtedness of any other Person guaranteed by the
                    Company or any Restricted Subsidiary to the extent paid by
                    the Company or such Restricted Subsidiary; provided, that
                    interest expense related to the termination fee payable to
                    Pro-Fac pursuant to the Termination Agreement shall be
                    excluded from the calculation of Consolidated Interest
                    Expense.

            (v)     The definition of the term "Consolidated Net Income" is
                    hereby amended and restated in its entirety as follows:


                                       2




<PAGE>



                    "Consolidated Net Income" for any period means the net
                    income (or loss) of the Company and its consolidated
                    Restricted Subsidiaries for such period determined on a
                    consolidated basis in accordance with GAAP; provided that
                    there shall be excluded from such net income (to the extent
                    otherwise included therein), without duplication (i) the net
                    income (or loss) of any Person (other than a Restricted
                    Subsidiary) in which any Person other than the Company and
                    its Restricted Subsidiaries has an ownership interest,
                    except to the extent that any such income has actually been
                    received by the Company and its Restricted Subsidiaries
                    (unless and to the extent such Restricted Subsidiary is
                    subject to clause (iii) below) in the form of cash dividends
                    or distributions during such period; (ii) except to the
                    extent includable in the consolidated net income of the
                    Company pursuant to the foregoing clause (i), the net income
                    (or loss) of any Person that accrued prior to the date that
                    (a) such Person becomes a Restricted Subsidiary or is merged
                    into or consolidated with the Company or any Restricted
                    Subsidiary or (b) the assets of such Person are acquired by
                    the Company or any Restricted Subsidiary; (iii) the net
                    income of any Restricted Subsidiary during such period to
                    the extent that the declaration or payment of dividends or
                    similar distributions by such Restricted Subsidiary of that
                    income (a) is not permitted by operation of the terms of its
                    charter or any agreement, instrument, judgment, decree,
                    order, statute, rule or governmental regulation applicable
                    to that Subsidiary during such period or (b) would be
                    subject to any taxes payable on such dividend or
                    distribution; (iv) any gain (or, only in the case of a
                    determination of Consolidated Net Income as used in EBITDA,
                    any loss), together with any related provisions for taxes on
                    any such gain (or, if applicable, the tax effects of such
                    loss), realized during such period by the Company or any
                    Restricted Subsidiary upon (a) the acquisition of any
                    securities, or the extinguishment of any Indebtedness, of
                    the Company or any Restricted Subsidiary or (b) any Asset
                    Sale by the Company or any of its Restricted Subsidiaries;
                    provided, however, that there shall be excluded from
                    Consolidated Net Income for all purposes any loss realized
                    by the Company or any Restricted Subsidiary upon the
                    acquisition of any securities, or the extinguishment of any
                    Indebtedness, of the Company or any Restricted Subsidiary,
                    or the write-off of deferred financing costs, in connection
                    with the Acquisition and all refinancings of Indebtedness
                    consummated in connection therewith; (v) any extraordinary
                    gain (or, only in the case of a determination of
                    Consolidated Net Income as used in EBITDA, any extraordinary
                    loss), together with any related provision for taxes on any
                    such extraordinary gain (or, if applicable, the tax effects
                    of such extraordinary loss), realized by the Company or any
                    Restricted Subsidiary during such period; (vi) any charges
                    related to the Recapitalization (including, without
                    limitation, any charges on account of amounts paid pursuant
                    to the Termination Agreement, Vestar Capital Management
                    Agreement or as shortfall payments under the Pro-Fac
                    Marketing Agreement and any charges resulting from the
                    application of "purchase accounting" under GAAP); (vii) in
                    the case of a successor to the Company by consolidation,
                    merger or transfer of its assets, any earnings of the
                    successor prior to such merger, consolidation or transfer of
                    assets; and provided, further, that any gain in excess of
                    return of capital referred to in clauses (iv) and (v) above
                    that relates to a Restricted Investment and which is
                    received in cash by the Company or a Restricted Subsidiary
                    during such period shall be included in the Consolidated Net
                    Income of the Company; and (viii) amortization or impairment
                    of goodwill recognized in any period beginning on or after
                    July 1, 2001 and impairment of goodwill for any period.

            (vi)    The definition of the term "Disqualified Capital Stock" is
                    hereby amended and restated in its entirety as follows:

                    "Disqualified Capital Stock" means any Capital Stock of a
                    Person or any of its Subsidiaries that, by its terms, by the
                    terms of any agreement related thereto or by the terms of
                    any security into which it is convertible, puttable or
                    exchangeable, is, or upon the happening of any event or the
                    passage of time would be, required to be redeemed or
                    repurchased by such Person or any of its Subsidiaries,
                    whether or not at the option of the holder thereof, or
                    matures or is mandatorily redeemable, pursuant to a sinking
                    fund


                                       3




<PAGE>



                    obligation or otherwise, in whole or in part, on or prior to
                    the final maturity date of the Notes.

            (vii)   The definition of the term "EBITDA" is hereby amended and
                    restated in its entirety as follows:

                    "EBITDA" for any period means without duplication, the sum
                    of the amounts for such period of (i) Consolidated Net
                    Income plus (ii) in each case to the extent deducted in
                    determining Consolidated Net Income for such period (and
                    without duplication), (A) Consolidated Income Tax Expense,
                    (B) Consolidated Amortization Expense (but only to the
                    extent not included in Consolidated Interest Expense), (C)
                    Consolidated Depreciation Expense, (D) Consolidated Interest
                    Expense, (E) all other non-cash items reducing the
                    Consolidated Net Income (excluding any such non-cash charge
                    that results in an accrual of a reserve for cash charges in
                    any future period) for such period, in each case determined
                    on a consolidated basis in accordance with GAAP, plus (iii)
                    in the case of the Company, for any period that includes a
                    fiscal quarter beginning on or prior to consummation of the
                    Recapitalization, the Pro-Fac share of earnings (loss) as
                    determined in accordance with the Pro-Fac Marketing
                    Agreement for such period through the date of consummation
                    of the Recapitalization, minus (iv) the aggregate amount of
                    all non-cash items, determined on a consolidated basis, to
                    the extent such items increased Consolidated Net Income for
                    such period.

            (viii)  The definition of the term "New Credit Facility" is hereby
                    amended and restated in its entirety as follows:

                    "New Credit Facility" means the Credit Agreement dated as of
                    the closing of the Recapitalization by and among the
                    Company, the other guarantors party thereto, JPMorgan Chase
                    Bank, individually and as Administrative Agent, J.P. Morgan
                    Securities Inc, individually and as a Syndication Agent, and
                    the other lenders party thereto, together with any
                    guarantees, security agreements or other collateral
                    documents and any other related documents, as any of the
                    foregoing may be subsequently amended, restated, refinanced,
                    or replaced from time to time, and shall include agreements
                    in respect of Hedging Obligations designed to protect
                    against fluctuations in interest rates and entered into with
                    respect to loans thereunder.

            (ix)    The definition of the term "Permitted Indebtedness" is
                    hereby amended and restated in its entirety as follows:

                    "Permitted Indebtedness" means any of the following:

                    (i) Indebtedness of the Company and the related guarantees
                    of the Subsidiary Guarantors under the New Credit Facility
                    in an aggregate principal amount at any time outstanding not
                    to exceed (a) under the Term Loan Facilities, $455.0
                    million, less any required permanent repayments actually
                    made thereunder (excluding any such repayment to the extent
                    refinanced and replaced at the time of payment), and (b)
                    under the Revolving Loan Facility, the greater of (x) $200.0
                    million, and (y) the sum of (A) 80% of the book amount of
                    all accounts receivable owned by the Company and its
                    Restricted Subsidiaries and (B) 50% of the book value of all
                    inventory owned by the Company and its Restricted
                    Subsidiaries, in each case computed in accordance with GAAP
                    as of the end of the last fiscal month of the Company,
                    reduced by any required permanent repayments actually made
                    (which are accompanied by a corresponding permanent
                    commitment reduction) in respect of the Revolving Loan
                    Facility (excluding any such repayment and commitment
                    reductions to the extent refinanced and replaced at the time
                    of payment);

                    (ii) Indebtedness under the Notes, the Note Guarantees and
                    this Indenture;


                                       4




<PAGE>



                    (iii) Existing Indebtedness;

                    (iv) Indebtedness under Hedging Obligations, provided that
                    (1) such Hedging Obligations are related to payment
                    obligations on Permitted Indebtedness or Indebtedness
                    otherwise permitted by Section 4.07, and (2) the notional
                    principal amount of such Hedging Obligations at the time
                    incurred does not exceed the principal amount of such
                    Indebtedness to which such Hedging Obligations relate;

                    (v) Indebtedness of the Company to a Subsidiary Guarantor
                    and Indebtedness of any Subsidiary Guarantor to the Company
                    or any other Subsidiary Guarantor; provided, however, that
                    upon either (1) the subsequent issuance (other than
                    directors' qualifying shares), sale, transfer or other
                    disposition of any Capital Stock or any other event which
                    results in any such Subsidiary Guarantor ceasing to be a
                    Subsidiary Guarantor or (2) the transfer or other
                    disposition of any such Indebtedness (except to the Company
                    or a Subsidiary Guarantor), the provisions of this clause
                    (v) shall no longer be applicable to such Indebtedness and
                    such Indebtedness shall be deemed, in each case, to be
                    incurred and shall be treated as an incurrence for purposes
                    of Section 4.07 at the time the Subsidiary Guarantor in
                    question ceased to be a Subsidiary Guarantor or the time
                    such transfer or other disposition occurred;

                    (vi) Indebtedness in respect of bid, performance or surety
                    bonds or insurance of self-reinsurance obligations
                    (including to secure worker's compensation and other similar
                    insurance coverage) issued for the account of the Company in
                    the ordinary course of business consistent with past
                    practice, including guarantees or obligations of the Company
                    with respect to letters of credit supporting such bid,
                    performance or surety obligations or such insurance or
                    self-insurance obligations (in each case other than for an
                    obligation for money borrowed);

                    (vii) Indebtedness in respect of Non-Recourse Purchase Money
                    Indebtedness incurred by the Company or any Restricted
                    Subsidiary;

                    (viii) Refinancing Indebtedness;

                    (ix) Indebtedness in respect of the Guarantee by the Company
                    of revolving credit indebtedness incurred by Great Lakes
                    Kraut Company in an aggregate principal amount at any time
                    outstanding not to exceed $10.0 million;

                    (x) Indebtedness incurred by the Company or any Subsidiary
                    Guarantor, in addition to Indebtedness incurred pursuant to
                    the foregoing clauses of this definition, with an aggregate
                    principal face or stated amount (as applicable) at any time
                    outstanding for all such Indebtedness incurred pursuant to
                    this clause not in excess of $25.0 million; and

                    (xi) Indebtedness in respect of the termination fee payable
                    to Pro-Fac of up to $50.0 million in the aggregate (plus any
                    interest accrued thereon to the extent such payments are
                    required to be deferred by holders of certain of the
                    Company's Indebtedness) pursuant to the Termination
                    Agreement.

            (x)     The definition of the term "Pro-Fac" is hereby amended and
                    restated in its entirety as follows:

                    "Pro-Fac" means Pro-Fac Cooperative, Inc., a New York
                    cooperative corporation, unless and until a successor
                    replaces it in accordance with Article 5 and thereafter
                    means such successor.


                                       5




<PAGE>



            (xi)    The definition of the term "Restricted Investment" is hereby
                    amended and restated in its entirety as follows:

                    "Restricted Investment" means any Investment by the Company
                    or any Restricted Subsidiary (other than investments in Cash
                    Equivalents) in any Person that is not the Company or a
                    Restricted Subsidiary, including in any Unrestricted
                    Subsidiary, but shall not include (i) Investments by the
                    Company or any Restricted Subsidiary in a Person, if as a
                    result of such Investment (a) such Person becomes a
                    Restricted Subsidiary of the Company that is engaged in a
                    Related Business or (b) such Person is merged, consolidated
                    or amalgamated with or into, or transfers or conveys
                    substantially all of its assets to, or is liquidated into,
                    the Company or a Restricted Subsidiary of the Company that
                    is engaged in a Related Business; (ii) loans by the Company
                    or any of its Restricted Subsidiaries to employees of the
                    Company or any of its Restricted Subsidiaries the proceeds
                    of which are applied to purchase Capital Stock of Holding
                    Company in amount not to exceed $2.0 million at any time
                    outstanding; or (iii) the Guarantee by the Company of
                    revolving credit indebtedness incurred by Great Lakes Kraut
                    Company in an aggregate principal amount at any time
                    outstanding not to exceed $10.0 million; or (iv) loans for
                    working capital purposes from the Company to Pro-Fac not
                    exceeding $5.0 million at any time outstanding plus
                    additional amounts associated with accrued interest which is
                    added to the principal of such loans pursuant to the terms
                    of such loans.

            (xii)   The definition of the term "Restricted Payment" is hereby
                    amended and restated in its entirety as follows:

                    "Restricted Payment" means with respect to any Person: (i)
                    the declaration or payment of any dividend (other than a
                    dividend declared and paid (x) by a Wholly-Owned Restricted
                    Subsidiary to holders of its Capital Stock, or (y) by a
                    Subsidiary (other than a Wholly-Owned Restricted Subsidiary)
                    to its shareholders on a pro rata basis, but only to the
                    extent of the dividends actually received by the Company or
                    a Restricted Subsidiary) or the making of any other payment
                    or distribution of cash, securities or other property or
                    assets in respect of such Person's Capital Stock (except
                    that a dividend payable solely in Capital Stock (other than
                    Disqualified Capital Stock) of such Person shall not
                    constitute a Restricted Payment); (ii) any payment on
                    account of the purchase, redemption, retirement or other
                    acquisition for value of (A) the Capital Stock of the
                    Company or (B) the Capital Stock of any Restricted
                    Subsidiary, or any other payment or distribution made in
                    respect thereof, either directly or indirectly (other than a
                    payment solely in Capital Stock that is not Disqualified
                    Capital Stock, and excluding any such payment to the extent
                    actually received by the Company or a Restricted
                    Subsidiary); (iii) any Restricted Investment; or (iv) any
                    Restricted Debt Payment; provided, that Permitted Payments
                    shall not be deemed Restricted Payments.

            (xiii)  The definition of the term "Unrestricted Subsidiary" is
                    hereby amended and restated in its entirety as follows:

                    "Unrestricted Subsidiary" means (i) any Subsidiary that at
                    the time of determination shall be designated an
                    Unrestricted Subsidiary by the Board of Directors of the
                    Company in the manner provided below and (ii) any Subsidiary
                    of an Unrestricted Subsidiary. The Board of Directors of the
                    Company may designate any Restricted Subsidiary to be an
                    Unrestricted Subsidiary, and any such designation shall be
                    deemed to be a Restricted Investment at the time of and
                    immediately upon such designation by the Company and its
                    Restricted Subsidiaries in the amount of the Consolidated
                    Net Worth of such designated Subsidiary (provided, however
                    that in the case of Great Lakes Kraut Company or any
                    successor of Great Lakes Kraut Company being designated an
                    Unrestricted Subsidiary, the amount of such Restricted
                    Investment shall be deemed to be only the incremental
                    Investment by the Company and its Restricted Subsidiaries in
                    the Great Lakes Kraut Company at the time the Great Lakes
                    Kraut Company becomes a Subsidiary of the


                                       6




<PAGE>



                    Company) and its consolidated Subsidiaries at such time,
                    provided that such designation shall be permitted only if
                    (A) the Company and its Restricted Subsidiaries would be
                    able to make the Restricted Investment deemed made pursuant
                    to such designation at such time, (B) no portion of the
                    Indebtedness or any other obligation (contingent or
                    otherwise) of such Subsidiary (x) is Guaranteed by the
                    Company or any Restricted Subsidiary, (y) is recourse to the
                    Company or any Restricted Subsidiary or (z) subjects any
                    property or asset of the Company or any Restricted
                    Subsidiary, directly or indirectly, contingently or
                    otherwise, to the satisfaction thereof and (C) no default or
                    event of default with respect to any Indebtedness of such
                    Subsidiary would permit any holder of any Indebtedness of
                    the Company or any Restricted Subsidiary to declare such
                    Indebtedness of the Company or any Restricted Subsidiary due
                    and payable prior to its maturity. The Board of Directors of
                    the Company may designate any Unrestricted Subsidiary to be
                    a Restricted Subsidiary, and any such designation shall be
                    deemed to be an incurrence by the Company and its Restricted
                    Subsidiaries of the Indebtedness (if any) of such Subsidiary
                    so designated for purposes of Section 4.07 as of the date of
                    such designation, provided that such designation shall be
                    permitted only if immediately after giving effect to such
                    designation and the incurrence of any such additional
                    Indebtedness deemed to have been incurred thereby (x) the
                    Company would meet the Coverage Ratio Incurrence Condition
                    and (y) no Default or Event of Default shall have occurred
                    and be continuing. Any such designation by the Board of
                    Directors described in the two preceding sentences shall be
                    evidenced to the Trustee by the filing with the Trustee of a
                    certified copy of the Board Resolution giving effect to such
                    designation and an Officers' Certificate certifying that
                    such designation complied with the foregoing conditions and
                    setting forth the underlying calculations of such
                    certificate.

            (xiv)   The following terms and definitions are hereby added in
                    appropriate alphabetical order:

                    "Continuing Directors" means, as of any date of
                    determination, any member of the Board of directors of the
                    Company, who:

                        (1) was a member of the Board of Directors immediately
                    following the consummation of the Recapitalization;

                        (2) was nominated for election or elected to the Board
                    of Directors with the approval of a majority of the
                    Continuing Directors who were members of the Board of
                    Directors at the time of such nomination or election; or

                        (3) was nominated by the Principals.

                    "Dean Foods Note" means the unsecured subordinated note due
                    November 22, 2008 issued by the Company and originally
                    payable to Dean Foods Company which was originally issued on
                    September 24, 1998 in the principal amount of $30.0 million
                    and which accrues interest at a rate of 5% annually through
                    November 2003 and then bears cash interest at a rate of 10%
                    through maturity.

                    "Holding Company" means Agrilink Holdings, Inc., a Delaware
                    company, and its successors and assigns and Agrilink
                    Holdings, LLC, a Delaware limited liability company, and its
                    successors and assigns.

                    "Permitted Payments" means: (i) the payment to Pro-Fac of a
                    termination fee of up to $50.0 million in the aggregate
                    (plus any interest accrued thereon to the extent such
                    payments are required to be deferred by holders of certain
                    of the Company's Indebtedness) pursuant to the Termination
                    Agreement; (ii) forgiveness of amounts payable by Pro-Fac to
                    the Company under the working capital line of credit
                    provided pursuant to the Pro-Fac Marketing Agreement in
                    effect prior to the closing of the Recapitalization of up to
                    $23.5 million or the distribution to Pro-Fac of such amounts
                    to


                                       7




<PAGE>



                    repay amounts outstanding under such line of credit; (iii)
                    distributions to Pro-Fac to be used to repay a $9.4 million
                    note payable to the Company or the forgiveness by the
                    Company of amounts payable by Pro-Fac pursuant to such note;
                    and (iv) a payment of net patronage income for the 2002 tax
                    year to members of Pro-Fac, not to exceed $2.5 million in
                    the aggregate.

                    "Principals" means Vestar Capital Partners IV, L.P. and its
                    Affiliates.

                    "Pro-Fac Credit Facility" means the working capital facility
                    of up to $5.0 million (plus accrued and unpaid interest
                    thereon) provided by the Company to Pro-Fac.

                    "Pro-Fac Transition Services Agreement" means that certain
                    Transitional Services Agreement to be entered into by
                    Pro-Fac and the Company in connection with the
                    Recapitalization, as such agreement may be amended,
                    restated, renewed, extended or replaced in accordance with
                    this Indenture.

                    "Recapitalization" means the consummation of the
                    transactions contemplated by the Unit Purchase Agreement and
                    the agreements referred to therein and the refinancing of
                    the New Credit Facility.

                    "Securityholders Agreement" means the Securityholders
                    Agreement to be entered into by Pro-Fac, an Affiliate of
                    Vestar Capital Partners IV, L.P., Pro-Fac Investors LLC and
                    employees of the Company in connection with the
                    Recapitalization, as such agreement may be amended,
                    restated, renewed, extended or replaced in accordance with
                    this Indenture.

                    "Side Letters" means those certain Side Letter Agreements to
                    be entered into by Pro-Fac and the Company in connection
                    with the Recapitalization related to the supply of products
                    and services to Dean Specialty Foods and Seneca Foods
                    Corporation, as such agreements may be amended, restated,
                    renewed, extended or replaced in accordance with this
                    Indenture.

                    "Termination Agreement" means the Termination Agreement to
                    be entered into by Pro-Fac and the Company in connection
                    with the Recapitalization, as such agreement may be amended,
                    restated, renewed, extended or replaced in accordance with
                    this Indenture.

                    "Unit Purchase Agreement" means that certain Unit Purchase
                    Agreement dated June 20, 2002, by and among Agrilink Foods,
                    Inc., Pro-Fac Cooperative, Inc. and Vestar/Agrilink Holdings
                    LLC, as such agreement may be amended, restated, renewed,
                    extended or replaced in accordance with this Indenture.

                    "Vestar Capital" means Vestar Capital Partners, a New York
                    partnership, and its successors or assigns.

                    "Vestar Capital Management Agreement" means that certain
                    Management Services Agreement dated as of the date of the
                    Recapitalization by and among the Company, Agrilink
                    Holdings, Inc. and Vestar Capital.

            (xv)    The following terms and definitions are hereby deleted in
                    their entirety:

                    "Disinterested Directors"

                    "Pro-Fac Director"

                    "Pro-Fac Merger"


                                       8




<PAGE>


            C. Section 4.02 of the Indenture is hereby amended by amending and
               restating Section 4.02 in its entirety as follows:

                    Whether or not required by the rules and regulations of the
                    Securities and Exchange Commission (the "Commission"), so
                    long as any Notes are outstanding, the Company will file
                    with the Commission, to the extent such filings are accepted
                    by the Commission, and will furnish (within 15 days after
                    such filing) to the Trustee and the Holders of Notes all
                    quarterly and annual reports and other information,
                    documents and reports that would be required to be filed
                    with the Commission pursuant to Section 13 of the Exchange
                    Act if the Company were required to file under such section.
                    In addition, the Company will make such information
                    available to prospective purchasers of the Notes, securities
                    analysts and broker-dealers who request it in writing. The
                    Company has agreed that, for so long as any Notes remain
                    outstanding, it will furnish to the Holders and beneficial
                    holders of Notes and to prospective purchasers of Notes
                    designated by the holders of Transfer Restricted Securities
                    (as defined in the Registration Rights Agreement) and to
                    broker dealers, upon their request, the information required
                    to be delivered pursuant to Rule 144A(d)(4) under the
                    Securities Act.

            D. Section 4.03 of the Indenture is hereby amended by deleting the
               reference to Section 4.18 of the Indenture.

            E. Section 4.05 of the Indenture is hereby amended and restated in
               its entirety as follows:

                    The Company will not, and will not permit any of its
                    Restricted Subsidiaries to, directly or indirectly, make any
                    Restricted Payment (except as permitted below) if at the
                    time of such Restricted Payment: (i) a Default or Event of
                    Default shall have occurred and be continuing or shall occur
                    as a consequence thereof; (ii) the Company would be unable
                    to meet the Coverage Ratio Incurrence Condition; or (iii)
                    the amount of such Restricted Payment, when added to the
                    aggregate amount of all other Restricted Payments (except as
                    expressly provided in the second following paragraph) made
                    on or after the first day of the last completed fiscal
                    quarter of the Company ending immediately prior to the Issue
                    Date, exceeds the sum of (A) 50% of the Company's
                    Consolidated Net Income (taken as one accounting period)
                    from the first day of the last completed fiscal quarter of
                    the Company ending immediately prior to the Issue Date to
                    the end of the Company's most recently ended fiscal quarter
                    for which financial statements are available at the time of
                    such Restricted Payment (or, if such aggregate Consolidated
                    Net Income shall be a deficit, minus 100% of such aggregate
                    deficit) plus (B) the net cash proceeds from the issuance
                    and sale (other than to a Subsidiary of the Company) after
                    the Issue Date of (1) the Company's Capital Stock that is
                    not Disqualified Capital Stock (excluding amounts
                    contributed to the Company pursuant to clause (E) of this
                    paragraph and excluding Capital Stock purchased with the
                    proceeds of loans from the Company or any of its
                    Subsidiaries) or (2) debt securities of the Company that
                    have been converted into the Company's Capital Stock that is
                    not Disqualified Capital Stock and that is not held by a
                    Subsidiary of the Company, plus (C) to the extent that any
                    Restricted Investment that was made after the Issue Date is
                    sold for cash or otherwise liquidated or repaid for cash,
                    the lesser of (x) the cash return of capital with respect to
                    such Restricted Investment (less the cost of disposition, if
                    any) and (y) the initial amount of such Restricted
                    Investment plus (D) the amount of Restricted Investment
                    outstanding in an Unrestricted Subsidiary at the time such
                    Unrestricted Subsidiary is designated a Restricted
                    Subsidiary of the Company in accordance with the definition
                    of "Unrestricted Subsidiary," plus (E) 40% of the aggregate
                    contributions by Pro-Fac to the Company subsequent to the
                    Issue Date but prior to the consummation of the
                    Recapitalization, plus (F) $7.5 million.

                    The foregoing provisions of clauses (ii) and (iii) of the
                    immediately preceding paragraph will not prohibit (1) the
                    payment of any dividend by the Company or any Restricted
                    Subsidiary within 60 days after the date of declaration
                    thereof, if at said date of


                                        9




<PAGE>



                    declaration such payment would have complied with the
                    provisions of this Indenture; (2) the redemption,
                    repurchase, retirement or other acquisition of any Capital
                    Stock of the Company in exchange for, or out of the proceeds
                    of, the substantially concurrent sale (other than to a
                    Subsidiary of the Company) of other Capital Stock of the
                    Company (other than any Disqualified Capital Stock); (3) the
                    defeasance, redemption, repurchase or other retirement of
                    Subordinated Indebtedness in exchange for, or out of the
                    proceeds of, the substantially concurrent issue and sale of
                    Capital Stock of the Company (other than (x) Disqualified
                    Capital Stock, (y) Capital Stock sold to a Subsidiary of the
                    Company and (z) Capital Stock purchased with the proceeds of
                    loans from the Company or any of its Subsidiaries); (4) the
                    payment of amounts required to fund Holding Company's
                    reasonable operating expenses and working capital
                    requirements, not in excess of $250,000, as adjusted to
                    reflect changes in the Consumer Price Index between the
                    Issue Date and the date of any such payment, in any fiscal
                    year; (5) (x) the payments of dividends, distributions or
                    loans to Holding Company solely in amounts and at the times
                    necessary to permit Holding Company, or (y) any payments or
                    loans to holders of securities issued by Holding Company, in
                    each case to purchase, redeem, acquire, cancel or otherwise
                    retire for value Capital Stock of Holding Company (i) held
                    by officers, directors or employees or former officers,
                    directors or employees (or their transferees, estates or
                    beneficiaries under their estates), or a trust established
                    for the benefit of any of the foregoing, of Holding Company,
                    the Company or its Subsidiaries, upon death, disability,
                    retirement, severance or termination of employment or
                    service or pursuant to any agreement under which such
                    Capital Stock or related rights were issued or (ii) held by
                    members or former members of Holding Company, upon the
                    departure of such Persons as members of Holding Company;
                    provided that the amount of such payments under this clause
                    (5) does not exceed in the aggregate $2.0 million in any
                    fiscal year; or (6) Restricted Investments the amount of
                    which, together with the amount of all other Restricted
                    Investments made pursuant to this clause (6) after the Issue
                    Date, does not exceed $15.0 million.; (7) payments to
                    Affiliates of the Company in amounts equal to the amounts
                    required to pay any Federal, state or local income taxes to
                    the extent that such income taxes are attributable to the
                    income of the Company and its Restricted Subsidiaries; (8)
                    the making of a Restricted Investment in exchange for, or
                    out of the proceeds of, the substantially concurrent sale
                    (other than to a Subsidiary of the Company) of Capital Stock
                    of the Company (other than any Disqualified Capital Stock);
                    (9) the payment or repurchase of the Dean Foods Note
                    (provided that such Restricted Payment complies with clause
                    (iii) above); or (10) the designation of Great Lakes Kraut
                    Company, or its successor, as an Unrestricted Subsidiary
                    (provided that such Restricted Payment complies with clause
                    (iii) above).

                    Each Restricted Payment permitted pursuant to the preceding
                    paragraph (other than the Restricted Payments referred to in
                    clauses (2), (3), (7) and (8) thereof, and, to the extent
                    deducted in determining Consolidated Net Income in any
                    period, the Restricted Payments referred to in clause (5)
                    thereof) shall be included once in calculating whether the
                    conditions of clause (iii) of the second preceding paragraph
                    have been met with respect to any subsequent Restricted
                    Payments. For purposes of determining compliance with this
                    Section 4.05, in the event that a transaction meets the
                    criteria of more than one of the types of Restricted
                    Payments described in the clauses of the immediately
                    preceding paragraph or of the exceptions in of the
                    definition of "Restricted Payment," the Company, in its sole
                    discretion, shall classify such transaction and only be
                    required to include the amount and type of such transaction
                    in one of such clauses. If an issuance of Capital Stock of
                    the Company is applied to make a Restricted Payment pursuant
                    to clauses (2), (3) or (8) above, then, in calculating
                    whether the conditions of clause (iii) of the second
                    preceding paragraph have been met with respect to any
                    subsequent Restricted Payments, the proceeds of any such
                    issuance shall be included under such clause (iii) only to
                    the extent such proceeds are not applied as so described in
                    this sentence.


                                       10




<PAGE>


                    Not later than the date of making any Restricted Payment,
                    the Company shall deliver to the Trustee an Officers'
                    Certificate stating that such Restricted Payment is
                    permitted and setting forth the basis upon which the
                    calculations required by this Section 4.05 were computed,
                    which calculations shall be based upon the Company's latest
                    available financial statements.

            F. Section 4.07 of the Indenture is hereby amended by deleting the
               text of paragraph (b) thereof in its entirety and replacing it
               with the word "Reserved".

            G. Section 4.10 of the Indenture is hereby amended and restated in
               its entirety as follows:

                    The Company will not, and will not permit any of its
                    Restricted Subsidiaries to, directly or indirectly, in one
                    transaction or a series of related transactions, sell,
                    lease, transfer or otherwise dispose of any of its
                    properties or assets to, or purchase any property or assets
                    from or enter into any contract, agreement, understanding,
                    loan, advance or guarantee with, or for the benefit of, any
                    Affiliate (each of the foregoing, an "Affiliate
                    Transaction"), unless (i) such Affiliate Transaction is on
                    terms that are no less favorable to the Company or the
                    relevant Restricted Subsidiary than those that would have
                    been obtained in a comparable transaction by the Company or
                    such Restricted Subsidiary with an unrelated Person and (ii)
                    the Company delivers to the Trustee (a) with respect to any
                    Affiliate Transaction (or series of related transactions)
                    involving aggregate payments in excess of $1.0 million, an
                    Officers' Certificate certifying that such Affiliate
                    Transaction complies with clause (i) above and which sets
                    forth and authenticates a resolution that has been adopted
                    by a vote of a majority of the Board of Directors approving
                    such Affiliate Transaction and (b) with respect to any
                    Affiliate Transaction (or series of related transactions)
                    involving aggregate payments in excess of $5.0 million
                    (other than any Affiliate Transaction (or series of related
                    transactions) relating to the Pro-Fac Marketing Agreement or
                    any agreement for the purchase of crops entered into
                    pursuant to the Pro-Fac Marketing Agreement), the Officers'
                    Certificate described in the preceding clause (a) and an
                    opinion as to the fairness to the Company or such Subsidiary
                    from a financial point of view of such Affiliate Transaction
                    (or series of related transactions) issued by an Independent
                    Financial Advisor; provided, however, that the following
                    shall not be deemed to be Affiliate Transactions: (i)
                    transactions exclusively between or among (1) the Company
                    and one or more Restricted Subsidiaries or (2) Restricted
                    Subsidiaries, provided, in each case, that no Affiliate of
                    the Company (other than another Restricted Subsidiary) owns
                    Capital Stock of any such Restricted Subsidiary; (ii)
                    transactions between the Company or any Restricted
                    Subsidiary and any qualified employee stock ownership plan
                    established for the benefit of the Company's employees, or
                    the establishment or maintenance of any such plan; (iii)
                    reasonable director, officer and employee compensation and
                    other benefit and indemnification arrangements entered into
                    in the ordinary course of business and consistent with past
                    practice; (iv) transactions permitted by Section 4.05 or
                    excluded from the definition of "Restricted Payments;" (v)
                    the pledge of Capital Stock of Unrestricted Subsidiaries to
                    support the Indebtedness thereof; (vi) transactions between
                    the Company or any Restricted Subsidiary and any Affiliate
                    of the Company or such Restricted Subsidiary that is a joint
                    venture, provided that no direct or indirect holder of an
                    equity interest in such joint venture (other than the
                    Company or a Restricted Subsidiary) is an Affiliate of the
                    Company or such Restricted Subsidiary; (vii) the Pro-Fac
                    Marketing Agreement and any transaction effected pursuant
                    thereto including amendments thereto which are no less
                    favorable to the Company; (viii) the Vestar Capital
                    Management Agreement and any transaction effected pursuant
                    thereto including amendments thereto which are no less
                    favorable to the Company; (ix) the Pro-Fac Transition
                    Services Agreement and any transaction effected pursuant
                    thereto including amendments thereto which are no less
                    favorable to the Company; (x) the Unit Purchase Agreement
                    and any transaction effected pursuant thereto including
                    amendments thereto which are no less favorable to the
                    Company; (xi) the Securityholders Agreement and any
                    transaction effected pursuant thereto including amendments
                    thereto which are no


                                       11




<PAGE>


                    less favorable to the Company; (xii) the Termination
                    Agreement and any transaction effected pursuant thereto
                    including amendments thereto which are no less favorable to
                    the Company; (xiii) the Side Letters and any transaction
                    effected pursuant thereto including amendments thereto which
                    are no less favorable to the Company; and (xiv) the Pro-Fac
                    Credit Facility and any transaction effected pursuant
                    thereto including amendments thereto which are no less
                    favorable to the Company.

            H. Section 4.16 of the Indenture is hereby amended and restated in
               its entirety as follows:

                        (a) The Company will not, and will not permit any of its
                    Restricted Subsidiaries to, consummate any Asset Sale unless
                    (i) the Company or such Restricted Subsidiary receives
                    consideration at the time of such Asset Sale at least equal
                    to the Fair Market Value of the assets included in such
                    Asset Sale (evidenced by the delivery by the Company to the
                    Trustee of an Officers' Certificate certifying that such
                    Asset Sale complies with this clause (i)), (ii) immediately
                    after giving effect to such Asset Sale, no Default or Event
                    of Default shall have occurred and be continuing, and (iii)
                    at least 80% of the consideration received by the Company or
                    such Restricted Subsidiary therefor is in the form of cash
                    paid at the closing thereof. The amount (without
                    duplication) of any (x) Indebtedness (other than
                    Subordinated Indebtedness) of the Company or such Restricted
                    Subsidiary that is expressly assumed by the transferee in
                    such Asset Sale and with respect to which the Company or
                    such Restricted Subsidiary, as the case may be, is
                    unconditionally released by the holder of such Indebtedness,
                    (y) any Cash Equivalents, or other notes, securities or
                    items of property received from such transferee that are
                    promptly (but in any event within 15 days) converted by the
                    Company or such Restricted Subsidiary to cash (to the extent
                    of the cash actually so received) and (z) Indebtedness of
                    the Company or such Restricted Subsidiary represented by the
                    Dean Foods Note that is expressly assumed or forgiven by the
                    transferee in such asset sale and with respect to which the
                    Company or such Restricted Subsidiary, as the case may be,
                    is unconditionally released by the holder of such
                    Indebtedness, shall be deemed to be cash for purposes of
                    clause (iii) of the preceding sentence and, in the case of
                    clause (x) above, shall also be deemed to constitute a
                    repayment of, and a permanent reduction in, the amount of
                    such Indebtedness for purposes of the following paragraph
                    (b) and in the case of clause (z) above shall not be
                    required to be applied in accordance with the following
                    paragraph (b). If at any time any non-cash consideration
                    received by the Company or any Restricted Subsidiary of the
                    Company, as the case may be, in connection with any Asset
                    Sale is converted into or sold or otherwise disposed of for
                    cash (other than interest received with respect to any such
                    non-cash consideration), then the date of such conversion or
                    disposition shall be deemed to constitute the date of an
                    Asset Sale hereunder and the Net Available Proceeds thereof
                    shall be applied in accordance with this Section 4.16. A
                    transfer of assets by the Company to a Restricted Subsidiary
                    or by a Restricted Subsidiary to the Company or to a
                    Restricted Subsidiary will not be deemed to be an Asset
                    Sale, and a transfer of assets that is excluded from the
                    definition of "Restricted Payment" or that constitutes a
                    Restricted Investment and that is permitted under Section
                    4.05 will not be deemed to be an Asset Sale.

            I. Section 5.01 is hereby amended and restated in its entirety as
               follows:

                        (a) The Company will not, in a single transaction or a
                    series of related transactions, (i) consolidate or merge
                    with or into (other than a merger with a Wholly-Owned
                    Restricted Subsidiary solely for the purpose of changing the
                    Company's jurisdiction of incorporation to another State of
                    the United States; provided that clauses (a) and (d) below
                    are complied with), or sell, lease, transfer, convey or
                    otherwise dispose of or assign all or substantially all of
                    the assets of the Company or the Company and its
                    Subsidiaries (taken as a whole), or permit any of its
                    Restricted Subsidiaries to do so if such transaction would
                    result in the transfer of all or substantially all of the
                    assets of the Company and its Subsidiaries (taken as a
                    whole), or assign any of its obligations under


                                       12




<PAGE>


                    the Notes and this Indenture, to any Person or (ii) adopt a
                    Plan of Liquidation unless, in either case: (a) the Person
                    formed by or surviving such consolidation or merger (if
                    other than the Company) or to which such sale, lease,
                    conveyance or other disposition or assignment shall be made
                    (or, in the case of a Plan of Liquidation, any Person to
                    which assets are transferred) (collectively, the
                    "Successor"), is a corporation or a cooperative corporation
                    organized and existing under the laws of any State of the
                    United States of America or the District of Columbia, and
                    the Successor assumes by supplemental indenture in a form
                    satisfactory to the Trustee all of the obligations of the
                    Company under the Notes and this Indenture; (b) immediately
                    prior to and immediately after giving effect to such
                    transaction and the assumption of the obligations as set
                    forth in clause (a) above and the incurrence of any
                    Indebtedness to be incurred in connection therewith, no
                    Default or Event of Default shall have occurred and be
                    continuing; and (c) immediately after and giving effect to
                    such transaction and the assumption of the obligations set
                    forth in clause (a) above and the incurrence of any
                    Indebtedness to be incurred in connection therewith, and the
                    use of any net proceeds therefrom on a pro forma basis, the
                    Company or the Successor, as the case may be, could meet the
                    Coverage Ratio Incurrence Condition; and (d) each Guarantor,
                    unless it is the other party to the transactions described
                    above, shall have by amendment to its Note Guarantee
                    confirmed that its Note Guarantee shall apply to the
                    obligations of the Company or the Successor under the Notes
                    and this Indenture. For purposes of this Section 5.01, any
                    Indebtedness of the Successor which was not Indebtedness of
                    the Company immediately prior to the transaction shall be
                    deemed to have been incurred in connection with such
                    transaction.

                        (b) No Guarantor (other than a Subsidiary Guarantor
                    whose Note Guarantee is to be released in accordance with
                    Section 11.08) may consolidate with or merge with or into
                    (whether or not such Guarantor is the surviving Person),
                    another Person or entity whether or not affiliated with such
                    Guarantor unless:

                            (i) the Person formed by or surviving any such
                    consolidation or merger (if other than such Guarantor)
                    assumes all the obligations of such Guarantor under the Note
                    Guarantee of such Guarantor and this Indenture pursuant to a
                    supplemental indenture in form and substance reasonably
                    satisfactory to the Trustee under the notes and this
                    Indenture;

                            (ii) immediately after giving effect to such
                    transaction, no Default or Event of Default exists; and

                            (iii) immediately after giving effect to any such
                    transaction involving a Subsidiary Guarantor, the Coverage
                    Ratio Incurrence Condition would be met.

            J. Section 6.01 is hereby amended and restated in its entirety as
               follows:

                        (a) Each of the following constitutes an event of
                    default (an "Event of Default"):

                            (i) failure by the Company to pay interest or
                    Additional Interest on any of the Notes when it becomes due
                    and payable and the continuance of any such failure for 30
                    days (whether or not such payment shall be prohibited by
                    Article 10);

                            (ii) failure by the Company to pay the principal or
                    premium, if any, on any of the Notes when it becomes due and
                    payable, whether at stated maturity, upon redemption
                    (including, without limitation, the failure to make a
                    payment to purchase Notes tendered pursuant to a Change of
                    Control Offer or Net Proceeds Offer), upon acceleration or
                    otherwise (whether or not such payment shall be prohibited
                    by Article 10);


                                       13




<PAGE>



                            (iii) failure by the Company to comply with any of
                    its agreements or covenants described above under Article 5
                    or in respect of its obligations to make a Change of Control
                    Offer or a Net Proceeds Offer described in Sections 4.15 and
                    4.16, respectively;

                            (iv) failure by the Company or any Guarantor to
                    comply with any other covenant in this Indenture and
                    continuance of such failure for 60 days after notice of such
                    failure has been given to the Company by the Trustee or by
                    the holders of at least 25% of the aggregate principal
                    amount of the Notes then outstanding;

                            (v) failure by either the Company or any of its
                    Restricted Subsidiaries to make any principal payment at
                    final maturity after the expiration of any applicable grace
                    period in respect of any Indebtedness of the Company or any
                    of such Restricted Subsidiaries, or the acceleration of the
                    maturity of such Indebtedness by the holders thereof because
                    of a default, with an aggregate outstanding principal amount
                    for all such Indebtedness under this clause (v) of $7.5
                    million or more;

                            (vi) one or more final, non-appealable judgments or
                    orders that exceed $7.5 million in the aggregate for the
                    payment of money have been entered by a court or courts of
                    competent jurisdiction against the Company or any Restricted
                    Subsidiary of the Company and such judgment or judgments
                    have not been satisfied, stayed, annulled or rescinded
                    within 60 days of being entered;

                            (vii) if under any Bankruptcy Law, (A) the Company
                    or any Significant Subsidiary commences a voluntary case,
                    consents to the entry of an order for relief against it in
                    an involuntary case, consents to the appointment of a
                    Custodian of it or for all or substantially all of its
                    property, or makes a general assignment for the benefit of
                    its creditors, or (B) a court of competent jurisdiction
                    enters an order or decree, and such order or decree remains
                    unstated and in effect for 60 days, that is for relief
                    against the Company or any Significant Subsidiary in an
                    involuntary case, appoints a Custodian of the Company or any
                    Significant Subsidiary or for all or substantially all of
                    the property of the Company or any Significant Subsidiary,
                    or orders the liquidation of the Company or any Significant
                    Subsidiary; and

                            (viii) except as permitted by Section 11.08 any Note
                    Guarantee ceases to be in full force and effect or any Note
                    Guarantee is declared to be null and void and unenforceable
                    or is found to be invalid or any Guarantor repudiates its
                    obligations under any Note Guarantee.

                        (b) Any notice of default delivered to the Company by
                    the Trustee or by Holders of Notes with a copy to the
                    Trustee must specify the Default, demand that it be remedied
                    and state that the notice is a "Notice Of Default".

            K. Section 9.02 is hereby amended by deleting the text of paragraph
               (B) thereof in its entirety and replacing it with the word
               "Reserved".

            L. Section 12.01 of the Indenture is hereby amended and restated by
               replacing the name and address of the Trustee with the following:

               The Bank of New York
               101 Barclay Street - 8W
               New York, New York 10286
               Telecopier No.:  (212) 815-5707
               Attention:  Corporate Trust Administration


                                       14




<PAGE>



         Section 2. Effectiveness; Termination:

         (a) This Supplemental Indenture is entered into pursuant to and
consistent with Section 9.02 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of each
Holder pursuant to clauses (i) through (ix) of paragraph (a) Subsection (C) of
Section 9.02.

         (b) This Supplemental Indenture shall become effective and binding on
the Issuer, the Guarantors, the Trustee and the Holders of the Notes upon the
execution and delivery by the parties to this Supplemental Indenture; provided,
however, that the provisions of the Indenture referred to in Section 1 above
(such provisions being collectively referred to as the "Amended Provisions")
will remain in effect in the form they existed prior to the execution of this
Supplemental Indenture, the deletions and amendments of the Amended Provisions
will not become operative, and the terms of the Indenture will not be amended,
modified or deleted, in each case unless the Consent Solicitation is not
terminated and until the date and time, if any (the "Closing Date"), that the
Recapitalization as defined in Section 1 above is consummated pursuant to its
terms. On the Closing Date (assuming the Consent Solicitation is not
terminated), the Amended Provisions will automatically be deleted or amended as
contemplated by Section 1 above.

         Section 3. Miscellaneous.

         (a) On and after the Closing Date, each reference in the Indenture to
"the Indenture," "this Indenture," "hereunder," "hereof" or "herein" shall mean
and be a reference to the Indenture as supplemented by this Supplemental
Indenture unless the context otherwise requires.

         (b) Except as specifically amended above, the Indenture shall remain in
full force and effect and is hereby ratified and confirmed.

         (c) This Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York.

         (d) This Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties, notwithstanding that all parties have not signed the same
counterpart.

         (e) Section titles are for descriptive purposes only and shall not
control or alter the meaning of this Supplemental Indenture as set forth in the
text.

         (f) The Trustee accepts the trusts created by the Indenture, as
supplemented by this Supplemental Indenture, and agrees to perform the same upon
the terms and conditions of the Indenture, as supplemented by this Supplemental
Indenture.

         (g) Each of the Issuer and the Trustee hereby confirms and reaffirms
the Indenture in every particular respect except as amended by this Supplemental
Indenture.

         (h) All agreements of the Issuer in this Supplemental Indenture shall
bind its successors and assigns whether so expressed or not. All agreements of
the Trustee in this Supplemental Indenture shall bind its successors and assigns
whether so expressed or not.

         (i) In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         (j) Nothing in this Supplemental Indenture, express or implied, shall
give to any Person, other than the parties hereto and their successors under the
Indenture and the Holders, any benefit or any legal or equitable right, remedy
or claim under the Indenture.


                                       15




<PAGE>


         (k) This Supplemental Indenture shall be interpreted to comply in every
respect with the Trust Indenture Act of 1939, as amended (the "TIA"). If any
provision of this Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by the TIA, the imposed duties shall control and remain
obligatory.


                                       16





<PAGE>


         IN WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have
caused this Supplemental Indenture to be duly executed by their respective
officers thereunto duly authorized as of the day and year first written above.

AGRILINK FOODS, INC.


By:        /s/ Earl L. Powers
    -------------------------
    Name:  Earl L. Powers
    Title: EVP and CFO



PRO-FAC COOPERATIVE, INC.

By:        /s/ David M. Mehalick
    ----------------------------
    Name:  David M. Mehalick
    Title: Assistant Secretary



LINDEN OAKS CORPORATION


By:        /s/ Linda K. Nelson
    --------------------------
    Name:  Linda K. Nelson
    Title: Treasurer



KENNEDY ENDEAVORS, INCORPORATED


By:        /s/ Earl L. Powers
    -------------------------
    Name:  Earl L. Powers
    Title: VP and Secretary



THE BANK OF NEW YORK as Trustee

By:        /s/ James E. Logan
    -------------------------
    Name:  James E. Logan
    Title: Vice President




                                       17