AGRILINK FOODS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
To the Agents and Lenders
Party to the Credit Agreement
referred to below
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, Bank of Montreal Chicago Branch
individually and as Syndication 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 receipt by the Administrative Agent of counterparts hereof which, taken together, bear the signature of the
Borrower, the Guarantors and the Lenders, the Credit Agreement and the September 23, 1998 Post-Closing
Letter between us (the "Post Closing Letter") shall be amended as follows.
1. Applicable Margins. Clauses (b) and (c) of the definition of the term "Applicable Margin" appearing in Section
1 of the Credit Agreement shall be amended and as so amended shall be restated in their entirety to read as
"(b) with respect to the B Loans, the Applicable Margin for LIBOR Portions shall be 3.75% and for the Base
Rate Portion shall be 2.75%; and
(c) with respect to the C Loans, the Applicable Margin for LIBOR Portions shall be 4% and for the Base Rate
Portion shall be 3%;"
2. Required Lenders. The definition of the term "Required Lenders" appearing in Section 1 of the Credit
Agreement shall be amended and as so amended shall be restated in its entirety to read as follows:
""Required Lenders" shall mean Lenders which, taken together, hold (i) 66 2/3% or more in aggregate amount of
sum of (aa) the Revolving Credit Commitments or, if the Revolving Credit Commitments have terminated or
expired, of the Revolving Credit Loans (treating the Swing Loans as tho