AGRILINK FOODS, INC.
FIRST 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 22, 1998 among
Agrilink Foods, Inc. as Borrower, Pro-Fac Cooperative, Inc., Linden Oaks
Corporation and Xxxxxxx Endeavors, Incorporated as Guarantors, Xxxxxx 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 (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
Required Lenders Section 8.24 of the Credit Agreement shall be amended by adding
the following at the end thereof:
"further provided that the foregoing restrictions shall not apply
to prohibitions or restrictions on the declaration or payment of
dividends or equity distributions by the Company entered into in
connection with its incurrence of Indebtedness."
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 First Amendment to 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 First Amendment to
Credit Agreement 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. This First 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 10th day of November 1998.
AGRILINK FOODS, INC.
By /s/ Xxxx X. Xxxxxx
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Its VP
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PRO-FAC COOPERATIVE, INC.
By /s/ Xxxx X. Xxxxxx
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Its VP
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LINDEN OAKS CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
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Its President
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XXXXXXX ENDEAVORS, INCORPORATED
By /s/ Xxxx X. Xxxxxx
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Its VP
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Accepted and agreed to as of the date last above written.
XXXXXX TRUST AND SAVINGS BANK,
individually and as Administrative Agent,
Issuing Bank and Swing Lender
By /s/ H. Xxxx Xxxxxx
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Its Vice President
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BANK OF MONTREAL, individually and as
Syndication Agent
By /s/ Xxxxxxx X. Xxxxxxx
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Its Director
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