AGRILINK FOODS, INC.

                       SIXTH AMENDMENT TO CREDIT AGREEMENT

To the Agents and Lenders
   Party to the Credit Agreement
   referred to below

Gentlemen:

         We refer to the Credit  Agreement  dated as of September 23, 1998 among
Agrilink  Foods,  Inc.  as  Borrower,  Pro-Fac  Cooperative,  Inc.,  Linden Oaks
Corporation and Kennedy Endeavors,  Incorporated as Guarantors, Harris Trust and
Savings Bank individually and as Administrative Agent and the other lenders from
time to time parties  thereto as amended and currently in effect between us (the
"Credit Agreement"), capitalized terms used without definition below to have the
meanings ascribed to them in the Credit Agreement.

         Upon  satisfaction  of the conditions  precedent to  effectiveness  set
forth below, the Credit Agreement shall be amended in certain respects effective
September 22, 2000 (the "Effective Date"), all as hereinafter set forth:

         1.       AMENDMENTS.

                    A.     Certain  Definitions.  Certain of the  definitions
         appearing  in Section  1.1 of the Credit Agreement shall be amended as
         follows:

                             1. The definition of the term  "Applicable  Margin"
                  shall  be  amended  and  restated  as so  amended  to  read as
                  follows:  "Applicable  Margin"  shall  mean the rate per annum
                  specified  below  for the  Leverage  Ratio  and  type of Loan,
                  Portion  or fee for  which  the  Applicable  Margin  is  being
                  determined:

                        (a) with  respect to the  commitment  fee, the Letter of
              Credit fee called  for by Section  4.2(a)  hereof and each type of
              Portion of the  Revolving  Credit Loans and the A Loans  described
              below,  the rate per annum  shown  below for the range of Leverage
              Ratio specified below:
<TABLE>

                                            LEVEL 1            LEVEL II           LEVEL III           LEVEL IV

     <S>                                   <C>               <C>                <C>                  <C>
     Leverage Ratio                        <3.5 to 1         =3.5 to 1 but      =4.0 to 1 but        =4.5 to 1
                                                               <4.0 to 1          <4.5 to 1
     Base Rate Portion                         0%                .25%               1.00%              1.25%
     LIBOR Portion                           1.75%               2.00%              2.75%              3.00%
       & L/C Fee

     Commitment Fee                          0.40%               0.45%              0.50%              0.50%
</TABLE>
<PAGE>

                        (b) with respect to the B Loans,  the Applicable  Margin
              for LIBOR  Portions  shall be 4.00% and for the Base Rate  Portion
              shall be 3.00%,  provided  that  effective  5 Business  Days after
              receipt by the  Administrative  Agent of the financial  statements
              called for by Section  8.5(a) hereof for the first fiscal  quarter
              ending  after  September  22, 2000 as of the last day of which the
              Leverage Ratio is less than 4.0 to 1, the Applicable Margins for B
              Loans shall become 3.75% for LIBOR Portions and 2.75% for the Base
              Rate Portion; and

                        (c) with respect to the C Loans,  the Applicable  Margin
              for LIBOR  Portions  shall be 4.25% and for the Base Rate  Portion
              shall be 3.25%,  provided  that  effective  5 Business  Days after
              receipt by the  Administrative  Agent of the  financial  statement
              called for by Section  8.5(a) hereof for the first fiscal  quarter
              ending  after  September  22, 2000 as of the last day of which the
              Leverage Ratio is less than 4.0 to 1, the Applicable Margins for C
              Loans shall become 4.00% for LIBOR Portions and 3.00% for the Base
              Rate Portion;

                      provided, however that the foregoing are subject to the
              following:

                        (i) the  Leverage  Ratio shall be  determined  as of the
              last day of each fiscal quarter of the Parent, with any adjustment
              in the Applicable Margins resulting from a change in such Leverage
              Ratio  to be  effective  5  Business  Days  after  receipt  by the
              Administrative  Agent of the financial statements for such quarter
              called for by Section 8.5(a);

                       (ii) if and so long as any Event of Default has  occurred
              and  is  continuing,   the  Applicable   Margins  other  than  the
              Applicable  Margin for the  commitment  fee as otherwise  computed
              hereunder  shall be  increased  by adding the rate of 2% per annum
              thereto; and

                      (iii)  anything  contained  hereinabove  to  the  contrary
              notwithstanding,  the  Applicable  Margins  for the  period to the
              effective date of the first  adjustment in the Applicable  Margins
              made subsequent to the Effective Date pursuant to clause (i) above
              shall be those specified above for Level IV.

                             2.     The definition of the term "Consolidated Net
                  Income" shall be amended and restated as so amended to read
                  as follows:

                  "Consolidated  Net Income" for any period shall mean the gross
                  revenues  from any source of the  Parent and its  Subsidiaries
                  for such period less all  expenses  and other  proper  charges
                  determined   for  the  Parent  and  its   Subsidiaries   on  a
                  consolidated basis in accordance with GAAP.

                             3.     The  definition  of the term "Consolidated
                  Net Working  Capital"  shall be amended  and  restated as so
                  amended to read as follows:
<PAGE>
                  "Consolidated  Net Working  Capital" shall mean as of any time
                  the same is to be  determined,  the  excess for the Parent and
                  its  Subsidiaries  on a  consolidated  basis of current assets
                  (other  than cash and  investments  permitted  by clauses  (a)
                  through  (e),  both  inclusive,  of Section  8.17 hereof) over
                  current  liabilities,   all  as  determined  and  computed  in
                  accordance with GAAP.

                             4.     The definition of the term "EBITDA" shall be
                  amended and restated as so amended to read as follows:

                  "EBITDA"   shall   mean,   with   reference   to  any  period,
                  Consolidated  Net  Income  for such  period  plus all  amounts
                  deducted  in  arriving  at such  Consolidated  Net  Income  in
                  respect of (i)  Interest  Expense,  (ii)  taxes  imposed on or
                  measured  by income or excess  profits,  and (iii) all charges
                  for   depreciation   of  fixed  assets  and   amortization  of
                  intangibles,  all determined in accordance  with GAAP.  Solely
                  for the purpose of computing  EBITDA,  Consolidated Net Income
                  shall be computed  prior to giving  effect to gains and losses
                  on the  disposition  of capital  assets,  other  extraordinary
                  gains and  losses  (including  the write off of debt  issuance
                  costs,   the  payment  of  premiums  on  the   retirement   of
                  Indebtedness and gains resulting from pension  reversions) and
                  the  effect  of  one  time   nonrecurring   non  cash  charges
                  (including  asset  impairment  charges),  all as determined in
                  accordance with GAAP.

                             5.  The   definition  of  the  term  "Fixed  Charge
                  Coverage  Ratio" shall be amended by adding the phrase "and on
                  the Revolving  Credit Loans"  immediately  prior to the phrase
                  "shall  be  excluded"  in  the  second   parenthetical  clause
                  thereof.

                    B.     Certain  Covenants.  Sections  8.11  through  8.14 of
         the Credit  Agreement  shall be amended  and  restated as so amended to
         read as follows:
<PAGE>
        Section 8.11.  Leverage Ratio The Parent will as of the last day of each
fiscal quarter  (commencing with the second fiscal quarter of fiscal 1999), have
a Leverage Ratio of not more than that specified for such fiscal quarter below:

                                                           MAXIMUM LEVERAGE
          FOR FISCAL QUARTERS :                              RATIO SHALL BE

          Second of Fiscal 1999                               6.00 to 1
          Third of Fiscal 1999                                5.75 to 1
          Fourth of Fiscal 1999                                5.5 to 1
          First of Fiscal 2000                                 6.5 to 1
          Second of Fiscal 2000                               6.25 to 1
          Third of Fiscal 2000                                6.00 to 1
          Fourth of Fiscal 2000                               5.00 to 1
          All Fiscal Quarters of Fiscal 2001                  5.15 to 1
          All Fiscal Quarters of Fiscal 2002                  4.75 to 1
          All Fiscal Quarters of Fiscal 2003                  4.50 to 1
          All Fiscal Quarters of Fiscal 2004                  4.25 to 1
          All Fiscal Quarters Thereafter                      4.00 to 1

         The  foregoing  to the  contrary  notwithstanding,  if the Parent has a
Leverage  Ratio  of  3.0  to 1 or  less  computed  as of  the  last  day  of two
consecutive  fiscal quarters  ending  subsequent to the close of its 1999 fiscal
year,  then the Parent  shall  have a Leverage  Ratio as of the last day of each
fiscal quarter ending thereafter of not less than 3.5 to 1.

        Section 8.12.  Fixed Charge  Coverage  Ratio.  The Parent will as of the
last day of each fiscal  quarter  (commencing  with the second fiscal quarter of
fiscal 1999) have a Fixed Charge  Coverage Ratio of not less than that specified
for such fiscal quarter below:

<TABLE>
----------------------------------------------------------------------------------------------------------------------
    AS OF THE LAST DAY OF THE                                                          FIXED CHARGE COVERAGE
    FOLLOWING FISCAL QUARTERS :                                                    RATIO SHALL NOT BE LESS THAN
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>
Second through Fourth of fiscal 1999                                                         1.05 to 1
----------------------------------------------------------------------------------------------------------------------
First through Third of fiscal 2000                                                            .95 to 1
----------------------------------------------------------------------------------------------------------------------
Fourth of Fiscal 2000                                                                        1.15 to 1
----------------------------------------------------------------------------------------------------------------------
All fiscal quarters of Fiscal 2001, 2002, and First through Third of Fiscal                  1.10 to 1
2003
----------------------------------------------------------------------------------------------------------------------
all fiscal quarters thereafter                                                               1.25 to 1
----------------------------------------------------------------------------------------------------------------------
</TABLE>
             Section  8.13.  EBITDA.  The Parent will as of the last day of each
fiscal quarter  have  EBITDA for the period of four fiscal  quarters  then ended
of not less than that  specified for such fiscal quarter below (with EBITDA for
periods prior to the Acquisition Closing Date computed as though DFVC were at
all times a Subsidiary of the Company and as though the Company had not owned
its aseptic business):
<PAGE>
--------------------------------------------------------------------------------

   For fiscal quarters:                           EBITDA shall not be less than
--------------------------------------------------------------------------------
First and second of fiscal 1999                            $115,000,000
--------------------------------------------------------------------------------
Third of fiscal 1999                                       $120,000,000
--------------------------------------------------------------------------------
Fourth of fiscal 1999                                      $125,000,000
--------------------------------------------------------------------------------
First of fiscal 2000                                       $108,000,000
--------------------------------------------------------------------------------
Second of fiscal 2000                                      $110,000,000
--------------------------------------------------------------------------------
Third of fiscal 2000                                       $115,000,000
--------------------------------------------------------------------------------
Fourth of fiscal 2000                                      $135,000,000
--------------------------------------------------------------------------------
All fiscal quarters of fiscal 2001                         $130,000,000
--------------------------------------------------------------------------------
All fiscal quarters of fiscal 2002 and First, through      $135,000,000
Third of fiscal 2003
--------------------------------------------------------------------------------
Fourth of Fiscal 2003 and First through Third of           $140,000,000
Fiscal 2004
--------------------------------------------------------------------------------
All fiscal quarters ended thereafter                       $145,000,000
--------------------------------------------------------------------------------

            Section 8.14.    Interest Coverage  Ratio. The Parent will as of the
last day of each fiscal quarter (commencing  with the second fiscal quarter of
fiscal 1999) have an Interest Coverage Ratio of not less than that specified for
such quarter below:
<PAGE>
--------------------------------------------------------------------------------

                                                        Interest Coverage Ratio
             For fiscal quarters:                        shall not be less than
--------------------------------------------------------------------------------

Second through fourth of fiscal 1999                            1.90 to 1
--------------------------------------------------------------------------------
First, Second and Third of fiscal 2000                          1.40 to 1
--------------------------------------------------------------------------------
Fourth of fiscal 2000                                           1.75 to 1
--------------------------------------------------------------------------------
all fiscal quarters of fiscal 2001                              1.65 to 1
--------------------------------------------------------------------------------
all fiscal quarters of fiscal 2002 and 2003                     1.75 to 1
--------------------------------------------------------------------------------
all fiscal quarters of fiscal 2004                              1.85 to 1
--------------------------------------------------------------------------------
all fiscal quarters ended thereafter                            2.00 to 1
--------------------------------------------------------------------------------

         2. CONDITIONS PRECEDENT TO EFFECTIVENESS.  Subject to the last sentence
of this  Section  2, this  Sixth  Amendment  to Credit  Agreement  shall  become
effective upon (i) receipt by the  Administrative  Agent of counterparts  hereof
which, taken together,  bear the signatures of the Borrower,  the Guarantors and
the Required Lenders and (ii) receipt by the  Administrative  Agent of a fee for
each Lender  executing this Sixth Amendment to Credit Agreement and returning it
to the  Administrative  Agent on or before  September  21, 2000 (the  "Assenting
Lenders")  in an amount  equal to 1/4 of 1% of the sum of its  Revolving  Credit
Commitment  and  the  outstanding  principal  balance  of its  Term  Loans  (the
Administrative  Agent to promptly  distribute such fees to the Assenting Lenders
upon  this  Sixth  Amendment  to  Credit  Agreement  becoming  effective).  Upon
satisfaction  of the foregoing  conditions,  all amendments  provided for herein
(including the adjustments in the Applicable  Margins) shall be deemed effective
as of  the  Effective  Date  irregardless  of  the  date  such  conditions  were
satisfied.

         3.  SUPPLEMENTAL  FEE. If but only if the Leverage Ratio as computed as
of the last day of the Parent's  first fiscal  quarter of fiscal 2002 is greater
than 4.50 to 1 the  Company  shall,  within 50 days of the close of such  fiscal
quarter,  pay to the  Administrative  Agent,  for the  account of the  Assenting
Lenders, a fee equal to 1/4 of 1% of the sum of the Revolving Credit Commitments
and the  outstanding  principal  balances  of the Term  Loans  of the  Assenting
Lenders as of the close of such  fiscal  quarter,  the  Administrative  Agent to
promptly distribute such fee to the Assenting Lenders.

         4.  MISCELLANEOUS.  Except as specifically  amended hereby,  all of the
terms,  conditions and provisions of the Credit Agreement shall stand and remain
unchanged and in full force and effect.  No reference to this Sixth Amendment to
<PAGE>
Credit  Agreement  need  be made  in any  instrument  or  document  at any  time
referring to the Credit Agreement, a reference to the Credit Agreement in any of
such to be deemed to be a reference to the Credit  Agreement as amended  hereby.
This Sixth Amendment to Credit  Agreement shall constitute a "Loan Document" for
purposes of the Credit  Agreement  and may be executed in  counterparts,  and by
separate parties hereto on separate  counterparts each to constitute an original
but all but one and the same instrument. The headings of the sections hereof are
for  convenience  of  reference  only and shall not  affect  the  meaning of the
provisions hereof. This Sixth Amendment to Credit Agreement shall be governed by
and construed in accordance with the internal laws of the State of Illinois.

         Dated as of the 22nd day of September 2000.

                 AGRILINK FOODS, INC.

                             By /s/David M. Mehalick
                                Its VP and General cunsel

                PRO-FAC COOPERATIVE, INC.

                             By /s/Earl L. Powers
                                Its Vice President

                LINDEN OAKS CORPORATION

                             By /s/Timothy J. Benjamin
                                Its President

                KENNEDY ENDEAVORS, INCORPORATED

                             By /s/Earl L. Powers
                                Its Vice President

         Accepted and agreed to as of the date last above written.

                HARRIS TRUST AND SAVINGS BANK,individually and as Administrative
                Agent, Issuing Bank and Swing Lender

                             By /s/Diana Carr
                                Its Vice President