SECOND  SUPPLEMENTAL  INDENTURE dated as of November 10, 1997,
between Agrilink Foods, Inc. (formerly  Curtice-Burns  Foods,  Inc.), a New York
corporation  (the "Issuer"),  and IBJ Schroder Bank & Trust Company,  a New York
banking corporation, as trustee (the "Trustee").

                  The parties to this  Supplemental  Indenture  entered  into an
Indenture   dated  as  of  November  3,  1994,  as  supplemented  by  the  First
Supplemental  Indenture  dated as of  November  3,  1994 (as  supplemented,  the
"Indenture"),  among  such  parties,  Pro-Fac  Cooperative,  Inc.,  a  New  York
cooperative  corporation (the "Guarantor"),  and the subsidiary guarantors named
therein,  providing,  among other things, for the  authentication,  delivery and
administration of the Issuer's 12 1/4% Senior  Subordinated  Notes due 2005 (the
"Securities").

                  Pursuant to certain provisions of the Indenture, the Issuer is
entitled to extend loans to the Guarantor up to the amounts and for the purposes
set forth in such provisions. The Issuer desires to amend such provisions of the
Indenture,  to increase to  $20,000,000  the amount which the Issuer may lend to
the Guarantor for working capital purposes.

                  Pursuant  to Section  9.2 of the  Indenture,  the  Holders (as
defined in the  Indenture) of at least a majority of the  outstanding  principal
amount of the Securities currently outstanding have approved such amendment,  as
described in this Supplemental Indenture.

                   The Issuer has  directed  the  Trustee to execute and deliver
this Supplemental Indenture in accordance with the terms of the Indenture.

                  In consideration  of the premises,  the parties mutually agree
as follows for the  benefit of each other and for the equal and ratable  benefit
of the Holders of the Securities:

                 SECTION 1. Amendments to Indenture.  The Indenture is hereby
amended as follows:

                  1.1.  Clause (vi) of the definition of "Permitted  Investment"
in Section 1.1 of the Indenture is amended by deleting the  references to "$10.0
million"  and "15  consecutive  days"  set  forth  therein  and  replacing  such
references with "$20.0 million" and "45 consecutive days," respectively.

                  1.2.  Section  4.8(c) of the  Indenture is amended by deleting
the references to "$10.0  million" and "15  consecutive  days" set forth therein
and replacing such references  with "$20.0  million" and "45 consecutive  days,"
respectively.



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                  SECTION 2.  Notification  to Holders.  The Issuer shall notify
the Holders (as defined in the Indenture) in accordance  with Section 9.2 of the
Indenture of the execution of this Supplemental Indenture.

                  SECTION 3. Receipt by Trustee.  In accordance with Section 7.2
of the  Indenture,  the parties  acknowledge  that the  Trustee has  received an
Officers'  Certificate (as defined in the Indenture) as conclusive evidence that
this  Supplemental  Indenture  complies with the applicable  requirements of the
Indenture.

                  SECTION  4.  No  Other  Changes.  Except  as  amended  by this
Supplemental  Indenture,  all of the provisions of the Indenture shall remain in
full force and effect.  The Indenture,  as amended hereby,  shall remain in full
force and effect, in accordance with its terms.

                  SECTION 5.  Miscellaneous.  All  agreements of the Company and
the  Trustee,  as  amended  hereby,  shall  bind the  Company  and the  Trustee,
respectively,  and their respective successors.  The parties may sign any number
of counterparts of this Supplemental  Indenture.  Each such counterpart shall be
an original, but all of them together represent the same agreement. The internal
laws of the State of New York shall govern this Supplemental Indenture,  without
regard to principles of conflicts of law.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Supplemental Indenture to be duly executed as of the date first written above.

                                            AGRILINK FOODS, INC.



                                   By /s/Willaim D. Rice
                                         Name:  W. D. Rice
                                         Title: Senior Vice President


                                           IBJ SCHRODER BANK & TRUST 
                                           COMPANY, as Trustee


                                   By  /s/Luis Perez
                                          Name:  Luis Perez
                                          Title: Assistant Vice President