Amended and Restated Credit Agreement Between Northland Cranberries, Inc. and Harris Trust and Savings Bank Dated as of October 3, 1997

Amended and Restated Credit Agreement
Between
Northland Cranberries, Inc.
and
▇▇▇▇▇▇ Trust and Savings Bank
Dated as of October 3, 1997

Table of Contents

Section Description Page

SECTION 1. THE CREDITS . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. The Revolving Credit . . . . . . . . . . . . . . 1
Section 1.2. The Term Credit . . . . . . . . . . . . . . . . . 2
Section 1.3. Obligations Several and Not Joint . . . . . . . . 3
Section 1.4. Manner of Borrowing . . . . . . . . . . . . . . . 3
Section 1.5. Letters of Credit . . . . . . . . . . . . . . . . 4
Section 1.6. Reimbursement Obligation . . . . . . . . . . . . 5

SECTION 2. INTEREST . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.1. Options . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2. Domestic Rate Portion . . . . . . . . . . . . . . 5
Section 2.3. LIBOR Portions . . . . . . . . . . . . . . . . . 6
Section 2.4. Offered Rate Portions . . . . . . . . . . . . . . 6
Section 2.5. Computation . . . . . . . . . . . . . . . . . . . 7
Section 2.6. Minimum Amounts . . . . . . . . . . . . . . . . . 7
Section 2.8. Change of Law . . . . . . . . . . . . . . . . . . 8
Section 2.9. Unavailability of Deposits or Inability to
Ascertain the Adjusted LIBOR Rate . . . . . . . . 8
Section 2.10. Taxes and Increased Costs . . . . . . . . . . . . 8
Section 2.11. Funding Indemnity . . . . . . . . . . . . . . . . 9
Section 2.12. Lending Branch . . . . . . . . . . . . . . . . . 10
Section 2.13. Discretion of Bank as to Manner of Funding . . . 10

SECTION 3. FEES, PAYMENTS, REDUCTIONS, APPLICATIONS AND
NOTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.1. Commitment Fees . . . . . . . . . . . . . . . . . 10
Section 3.2. Voluntary Prepayments . . . . . . . . . . . . . . 10
Section 3.3. Mandatory Prepayments . . . . . . . . . . . . . . 11
Section 3.4. Terminations . . . . . . . . . . . . . . . . . . 11
Section 3.5. Place and Application . . . . . . . . . . . . . . 12
Section 3.6. Notations and Requests . . . . . . . . . . . . . 13
Section 3.7. Capital Adequacy . . . . . . . . . . . . . . . . 13

SECTION 4. THE COLLATERAL . . . . . . . . . . . . . . . . . . . 14
Section 4.1. Collateral . . . . . . . . . . . . . . . . . . . 14
Section 4.2. Further Assurances . . . . . . . . . . . . . . . 15

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . 15
Section 5.1. Organization; Authority; Non-Contravention . . . 15
Section 5.2. Subsidiaries . . . . . . . . . . . . . . . . . . 15
Section 5.3. Financial Statements . . . . . . . . . . . . . . 15
Section 5.4. Litigation; Taxes; Consents . . . . . . . . . . . 16
Section 5.5. Regulation U . . . . . . . . . . . . . . . . . . 16
Section 5.6. No Default . . . . . . . . . . . . . . . . . . . 16
Section 5.7. ERISA . . . . . . . . . . . . . . . . . . . . . . 16
Section 5.8. Security Interests and Debt . . . . . . . . . . . 16
Section 5.9. Accurate Information . . . . . . . . . . . . . . 16
Section 5.10. Enforceability . . . . . . . . . . . . . . . . . 17
Section 5.11. No Default Under Other Agreements . . . . . . . . 17
Section 5.12. Status Under Certain Laws . . . . . . . . . . . . 17
Section 5.13. Compliance with Laws . . . . . . . . . . . . . . 17

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . 18
Section 6.1. All Advances . . . . . . . . . . . . . . . . . . 18

SECTION 7. COMPANY COVENANTS . . . . . . . . . . . . . . . . . 18
Section 7.1. Maintenance of Property . . . . . . . . . . . . . 18
Section 7.2. Taxes . . . . . . . . . . . . . . . . . . . . . . 18
Section 7.3. Maintenance of Insurance . . . . . . . . . . . . 19
Section 7.4. Financial Reports . . . . . . . . . . . . . . . . 19
Section 7.5. Inspection . . . . . . . . . . . . . . . . . . . 20
Section 7.6. Consolidation and Merger . . . . . . . . . . . . 20
Section 7.7. Transactions with Affiliates . . . . . . . . . . 20
Section 7.8. Minimum Net Worth . . . . . . . . . . . . . . . . 20
Section 7.9. Fixed Charge Coverage Ratio . . . . . . . . . . . 21
Section 7.10. Funded Debt to Net Worth Ratio . . . . . . . . . 21
Section 7.11. Net Income . . . . . . . . . . . . . . . . . . . 21
Section 7.12. Liens . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.13. Borrowings and Guaranties . . . . . . . . . . . . 22
Section 7.14. Investments, Loans, Advances and Acquisitions . . 23
Section 7.15. Sale of Property . . . . . . . . . . . . . . . . 24
Section 7.16. Distributions . . . . . . . . . . . . . . . . . . 24
Section 7.17. Notice of Suit or Adverse Change in Business . . 25
Section 7.18. ERISA . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.19. Use of Proceeds . . . . . . . . . . . . . . . . . 25
Section 7.20. Subsidiaries . . . . . . . . . . . . . . . . . . 25
Section 7.21. Additional Capital . . . . . . . . . . . . . . . 25
Section 7.22. Capital Expenditures . . . . . . . . . . . . . . 26

SECTION 8. EVENTS OF DEFAULT AND REMEDIES . . . . . . . . . . . 26
Section 8.1. Events of Default Defined . . . . . . . . . . . . 26
Section 8.2. Remedies for Non-Bankruptcy Defaults . . . . . . 27
Section 8.3. Remedies for Bankruptcy Defaults . . . . . . . . 28
Section 8.4. Collateral for Undrawn L/Cs . . . . . . . . . . . 28

SECTION 9. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 28

SECTION 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . 35
Section 10.1. Holidays . . . . . . . . . . . . . . . . . . . . 35
Section 10.2. No Waiver, Cumulative Remedies . . . . . . . . . 36
Section 10.3. Waivers, Modifications and Amendments . . . . . . 36
Section 10.4. Costs and Expenses . . . . . . . . . . . . . . . 36
Section 10.5. Stamp Taxes . . . . . . . . . . . . . . . . . . . 36
Section 10.6. Survival of Representations . . . . . . . . . . . 37
Section 10.7. Construction . . . . . . . . . . . . . . . . . . 37
Section 10.8. Accounting Principles . . . . . . . . . . . . . . 37
Section 10.9. Addresses for Notices . . . . . . . . . . . . . . 37
Section 10.10. Headings . . . . . . . . . . . . . . . . . . . . 37
Section 10.11. Severability of Provisions . . . . . . . . . . . 37
Section 10.12. Counterparts . . . . . . . . . . . . . . . . . . 37
Section 10.13. Binding Nature, Governing Law, Etc. . . . . . . . 38
Section 10.14. Rights of Participants . . . . . . . . . . . . . 38

Signature Page 39

Exhibit A Revolving Credit Note
Exhibit B-1 Term Credit Note One
Exhibit B-2 Term Credit Note Two
Exhibit B-3 Term Credit Note Three
Exhibit C L/C Agreement
Exhibit D Opinion of Counsel
Exhibit E Compliance Certificate

Schedule 7.12 - Permitted Liens

Northland Cranberries, Inc. Amended and Restated Credit Agreement

▇▇▇▇▇▇ Trust and Savings Bank
Chicago, Illinois
Gentlemen:

The undersigned, Northland Cranberries, Inc., a Wisconsin
corporation (the "Company") refers to the Credit Agreement dated as of
August 31, 1994, as amended and currently in effect between the Company
and you (such secured credit agreement as so amended is hereinafter
referred to as the "Credit Agreement") pursuant to which you agreed to
make a revolving credit (the "Revolving Credit"), a Term Credit (the "Term
Credit") and an Acquisition Credit (the "Acquisition Credit") available to
the Company, all as more fully set forth therein. You are hereinafter
referred to as the "Bank". The Company requests you to make certain
further amendments to the Credit Agreement and, for the sake of
convenience and clarity, to restate the Credit Agreement in its entirety
as so amended. Accordingly, upon your acceptance hereof in the space
provided for that purpose below and upon satisfaction of the conditions
precedent to effectiveness hereinafter set forth, Sections 1 through 10 of
the Credit Agreement and Exhibits A, C, D and E thereto shall be amended
and as so amended shall be restated in their entirety to read as follows:

SECTION 1. THE CREDITS.

Section 1.1. The Revolving Credit. (a) Subject to all of
the terms and conditions hereof, the Bank agrees to extend a Revolving
Credit to the Company which may be availed of by the Company in its
discretion from time to time, be repaid and used again, during the period
from the date hereof to and including the Revolving Credit Termination
Date. The Revolving Credit may be utilized by the Company in the form of
loans (individually a "Revolving Credit Loan" and collectively the
"Revolving Credit Loans") and L/Cs (as hereinafter defined), provided that
the aggregate amount of the Revolving Credit Loans and Reimbursement
Obligations (as hereinafter defined) and the maximum amount available to
be drawn under all L/Cs outstanding at any one time shall not exceed
$75,000,000 (the "Revolving Credit Commitment").

Each Revolving Credit Loan shall be in a minimum amount of
$100,000 or any greater amount that is an integral multiple of $50,000.
All Revolving Credit Loans shall be evidenced by a Revolving Credit Note
of the Company (the "Revolving Credit Note") payable to the order of the
Bank in the amount of its Revolving Credit Commitment, such Revolving
Credit Note to be in the form attached hereto as Exhibit A. Without
regard to the face principal amount of the Revolving Credit Note, the
actual principal amount at any time outstanding and owing by the Company
on account thereof during the period ending on the Revolving Credit
Termination Date shall be the sum of all advances then or theretofore made
thereon less all principal payments actually received thereon during such
period.

(b) At any time not earlier than 16 months prior to, nor
later than 15 months prior to, the Revolving Credit Termination Date then
in effect, the Company may request that the Bank extend such Revolving
Credit Termination Date to the date one year from such Revolving Credit
Termination Date. At any time more than 30 days before such Revolving
Credit Termination Date the Bank may propose, by written notice to the
Company, an extension of this Agreement to such later date on such terms
and conditions as the Bank may then require. If the extension of this
Agreement to such later date is acceptable to the Company on the terms and
conditions proposed by the Bank, the Company shall notify the Bank of its
acceptance no sooner than 30 days and no later than 15 days before the
Revolving Credit Termination Date, and such later date will become the
Revolving Credit Termination Date hereunder and this Agreement shall
otherwise be amended in the manner described in the Bank's notice
proposing the extension of this Agreement upon the Bank's receipt of (i)
an amendment to this Agreement signed by the Company and the Bank, (ii)
resolutions of the Company's Board of Directors authorizing such extension
and (iii) an opinion of counsel to the Company equivalent in form and
substance to the form of opinion attached hereto as Exhibit D and
otherwise acceptable to the Banks. The Bank may further offer to extend
the Revolving Credit Termination Date before any such later scheduled
Revolving Credit Termination Date in the same manner as set forth above
for the initial Revolving Credit Termination Date.

Section 1.2. The Term Credit. Subject to all of the terms
and conditions hereof, the Bank agrees to make the Term Credit available
to the Company in three separate facilities - Term Loan One, Term Loan Two
and Term Loan Three.

(a) Term Loan One. Subject to all of the terms and
conditions hereof, the Bank agrees to make a loan (the "Term Loan One") to
the Company under the Term Credit in the amount of $4,600,000. The Term
Loan One shall be made in a single advance by no later than the close of
business in Chicago, Illinois on June 6, 1995, at which time the
commitment of the Bank to make the Term Loan One (the "Term One
Commitment") shall expire. The Term Loan One shall be evidenced by a Term
Credit Note One of the Company (the "Term Credit Note One") payable to the
order of the Bank in the amount of $4,600,000, such Term Credit Note One
to be in the form attached hereto as Exhibit B-1. The Term Credit Note
One shall be expressed to mature in semi-annual installments of principal,
commencing on November 30, 1995 and continuing on the last day of each
November and May occurring thereafter to and including May 31, 2000, with
each installment to be in the amount of $460,000.

(b) Term Loan Two. Subject to all of the terms and
conditions hereof, the Bank agrees to make a loan (the "Term Loan Two") to
the Company under the Term Credit in the amount of $4,000,000. The Term
Loan Two shall be made in four advances of $1,000,000 each by no later
than the close of business in Chicago, Illinois on June 5, 1996, at which
time the commitment of the Bank to make the Term Loan Two (the "Term Two
Commitment") shall expire. The Term Loan Two shall be evidenced by a Term
Credit Note Two of the Company (the "Term Credit Note Two") payable to the
order of the Bank in the amount of $4,000,000 such Term Credit Note Two to
be in the form attached hereto as Exhibit B-2. The Term Credit Note Two
shall be expressed to mature in eight (8) semi-annual installments of
principal, commencing on November 30, 1996 and continuing on the last day
of each May and November occurring thereafter to and including May 31,
2000, with the first seven (7) installments to be in the amount of
$286,000 and with the final installment to be in the amount of $1,998,000.

(c) Term Loan Three. Subject to all of the terms and
conditions hereof, the Bank agrees to make a loan (the "Term Loan Three")
to the Company under the Term Credit in the amount of $10,500,000. The
Term Loan Three shall be made in a single advance by no later than the
close of business in Chicago, Illinois on November 30, 1995, at which time
the commitment of the Bank to make the Term Loan Three (the "Term Three
Commitment") shall expire. The Term Loan Three shall be evidenced by a
Term Credit Note Three of the Company (the "Term Credit Note Three")
payable to the order of the Bank in the amount of $10,500,000 such Term
Credit Note Three to be in the form attached hereto as Exhibit B-3 with
all blanks appropriately completed. The Term Credit Note Three shall be
expressed to mature in semi-annual installments of principal, commencing
on December 31, 1995 and continuing on the last day of each and every June
and December thereafter with a final installment payable on June 30, 2000,
with the first nine (9) installments to be in the amount of $525,000 and
with the final installment to be in the amount of $5,775,000.

Section 1.3. Obligations Several and Not Joint. The failure
of one or more Participants to lend in accordance with its Participation
Percentage (as defined in the Participation Agreement) shall not relieve
the Bank or the other Participant(s) of their obligations to the Company
(including without limitation their obligation to lend), but neither the
Bank nor any Participant shall be obligated to lend in excess of its
Participation Percentage (as defined in the Participation Agreement). The
Participation Agreement shall not be modified, amended or restated without
the prior written consent of the Company.

Section 1.4. Manner of Borrowing. The Company shall notify
the Bank (which may be written or oral, but which must be given prior to
11:00 a.m. (Chicago time)) of the date (which may, subject to the
immediately preceding parenthetical, be the date on which such notice is
given) upon which it requests that any advance be made to it under the
Revolving Credit Commitment and of the date it requests any Term Loan be
made to it, specifying the amount of each such loan. Subject to all of
the terms and conditions hereof, the proceeds of each advance shall be
made available to the Company at the office of the Bank in Chicago and in
funds there current. Each loan shall initially constitute part of a
Domestic Rate Portion except to the extent the Company has otherwise
timely elected, all as provided in Section 2 hereof.

Section 1.5. Letters of Credit. (a) Generally. Subject to
all the terms and conditions hereof, at the Company's request the Bank may
in its discretion issue letters of credit (an "L/C" and collectively the
"L/Cs") for the account of the Company subject to availability under the
Revolving Credit. Each L/C shall be issued pursuant to an application and
agreement for letter of credit (the "L/C Agreement") in the form of
Exhibit C hereto. The L/Cs shall consist of standby and trade letters of
credit; provided that the aggregate undrawn face amount of the L/Cs plus
the amount of all unpaid Reimbursement Obligations shall not at any time
exceed $5,000,000. Each L/C shall have an expiry date not more than one
year from the date of issuance thereof (but in no event later than the
Revolving Credit Termination Date). The amount available to be drawn
under each L/C issued pursuant hereto shall be deducted from the credit
otherwise available under the Revolving Credit. In consideration of the
issuance of L/Cs the Company agrees to pay to the Bank (i) a fee (the "L/C
Issuance Fee") in the amount equal to one-eighth of one percent (0.125%)
of the face amount of each L/C issued hereunder, payable on the date of
issuance of each L/C hereunder and on the date of each extension, if any,
of the expiry date of each L/C, (ii) a participation fee (the "L/C
Participation Fee") in an amount per annum equal to the Applicable Margin
for LIBOR Portions of Revolving Credit Loans of the undrawn face amount of
each L/C issued hereunder, payable quarterly in arrears on the last day of
each February, May, August and November, and (iii) and such drawing,
negotiation, amendment and other administrative fees in connection with
each L/C as may be established by the Bank from time to time and
applicable generally to letters of credit issued by the Bank (the "L/C
Administrative Fee"), payable on the date of issuance of each L/C
hereunder and on the date required by the Bank. The Bank will use its
best efforts to provide the Company thirty days prior notice of any
changes to the L/C Administrative Fees, however, the Bank's failure to
provide such notice to the Company shall in no way relieve the Company of
its obligation to pay such Fees.

(b) Fees, Funding, Reimbursement, Etc. Notwithstanding
anything contained in any L/C Agreement to the contrary: (i) the Company
shall pay fees in connection with each L/C as set forth in Section 1.5(a)
hereof, (ii) except for the Collateral and as otherwise provided in
Section 3.4(a) hereof, in the absence of an Event of Default, the Bank
will not call for the funding by the Company of any amount under an L/C
issued for the Company's account, or for any other form of collateral
security for the Company's obligations in connection with such L/C, before
being presented with a drawing thereunder, and (iii) if the Bank is not
timely reimbursed for the amount of any drawing under an L/C on the date
such drawing is paid, the Company's obligation to reimburse the Bank for
the amount of such drawing shall bear interest at the default rate
specified in Section 2.2 hereof. If the Bank issues any L/C with an
expiration date that is automatically extended unless the Bank gives
notice that the expiration date will not so extend beyond its then
scheduled expiration date, the Bank will give such notice of non-renewal
before the time necessary to prevent such automatic extension if before
such required notice date (i) the expiration date of such L/C if so
extended would be after the Revolving Credit Termination Date, or (ii) the
Bank's Revolving Credit Commitment has been terminated.

Section 1.6. Reimbursement Obligation. The Company is
obligated, and hereby unconditionally agrees, to pay in immediately
available funds to the Bank each draft drawn and presented under an L/C
issued by the Bank hereunder not later than 11:00 a.m. (Chicago time) on
the date such draft is presented for payment to the Bank (the obligation
of the Company under this Section 1.6 with respect to any L/C is a
"Reimbursement Obligation"). The Bank's determination of whether a draft
or other request for payment under an L/C complies with the terms of such
L/C shall be made in a commercially reasonable manner. If at any time the
Company fails to pay any Reimbursement Obligation when due, the Company
shall be deemed to have automatically requested a Revolving Credit Loan
from the Bank hereunder, as of the maturity date of such Reimbursement
Obligation, the proceeds of which loan shall be used to repay such
Reimbursement Obligation. Such Loan shall only be made if no Default or
Event of Default shall exist and the other conditions set forth in Section
6.1 hereof are satisfied, and shall be subject to availability under the
Revolving Credit. If such Loan is not made by the Bank pursuant to this
Agreement, the unpaid amount of such Reimbursement Obligation shall be due
and payable to the Bank upon demand and shall bear interest at the default
rate of interest specified in Section 2.2 hereof.

SECTION 2. INTEREST.

Section 2.1. Options. Subject to all of the terms and
conditions of this Section 2, portions of the principal indebtedness
evidenced by the Notes (all of the indebtedness evidenced by a particular
Note bearing interest at the same rate for the same period of time being
hereinafter referred to as a "Portion") may, at the option of the Company,
bear interest with reference to the Domestic Rate (the "Domestic Rate
Portions"), with reference to an Offered Rate ("Offered Rate Portions") or
with reference to the Adjusted LIBOR Rate ("LIBOR Portions"), and Portions
may be converted from time to time from one basis to the other. All of
the indebtedness evidenced by each Note which is not part of an LIBOR
Portion or an Offered Rate Portion (collectively "Fixed Rate Portions" and
individually a "Fixed Rate Portion") shall constitute a single Domestic
Rate Portion. All of the indebtedness evidenced by each Note which bears
interest with reference to a particular Adjusted LIBOR Rate for a
particular Interest Period shall constitute a single LIBOR Portion and all
of the indebtedness evidenced by each Note which bears interest with
reference to a particular Offered Rate shall constitute a single Offered
Rate Portion. The Company promises to pay interest on each Portion at
the rates and times specified in this Section 2.

Section 2.2. Domestic Rate Portion. Each Domestic Rate
Portion shall bear interest (which the Company promises to pay at the
times herein provided), at the rate per annum equal to the Domestic Rate
as in effect from time to time plus the Applicable Margin, provided that
if a Domestic Rate Portion is not paid when due, after giving effect to
any grace periods, (whether by lapse of time, acceleration or otherwise),
such Portion shall bear interest (which the Company promises to pay at the
times hereinafter provided), whether before or after judgment, for the
period from the date such Portion became due and until payment in full
thereof, at the rate per annum determined by adding 3% to the interest
rate which would otherwise be applicable thereto from time to time.
Interest on the Domestic Rate Portions shall be payable on the last day of
each month in each year and at maturity of the applicable Notes and
interest after maturity shall be due and payable upon demand.

Section 2.3. LIBOR Portions. Each LIBOR Portion shall bear
interest (which the Company promises to pay at the times herein provided)
for each Interest Period selected therefor at a rate per annum equal to
the Adjusted LIBOR Rate for such Interest Period plus the Applicable
Margin, provided that if any LIBOR Portion is not paid when due, after
giving effect to any grace periods (whether by lapse of time, acceleration
or otherwise) such Portion shall bear interest (which the Company promises
to pay at the times hereinafter provided) whether before or after
judgment, for the period from the date such Portion became due and until
payment in full thereof, through the end of the Interest Period then
applicable thereto at the rate per annum determined by adding 3% to the
interest rate otherwise applicable thereto, and effective at the end of
such Interest Period such LIBOR Portion shall automatically be converted
into and added to the applicable Domestic Rate Portion and shall
thereafter bear interest at the interest rate applicable to the applicable
Domestic Rate Portion after Default. Interest on each LIBOR Portion shall
be due and payable on the last day of each Interest Period applicable
thereto and, if an Interest Period is longer than three months, then at
the end of each three month period and at the end of such Interest Period,
and interest after maturity shall be due and payable upon demand. The
Company shall notify the Bank on or before 11:00 a.m. (Chicago time) at
least three Business Day preceding the end of an Interest Period
applicable to an LIBOR Portion whether such LIBOR Portion is to continue
as an LIBOR Portion, in which event the Company shall notify the Bank of
the new Interest Period selected therefor, and in the event the Company
shall fail to so notify the Bank, such LIBOR Portion shall automatically
be converted into and added to the applicable Domestic Rate Portion as of
and on the last day of such Interest Period. Anything contained herein to
the contrary notwithstanding, the obligation of the Bank to create,
continue or effect by conversion any LIBOR Portion shall be conditioned
upon the fact that at the time no Default or Event of Default shall have
occurred and be continuing.

Section 2.4. Offered Rate Portions. Each Offered Rate
Portion shall bear interest for each Interest Period selected therefor at
the Offered Rate for such Interest Period, provided that if any Offered
Rate Portion is not paid when due, after giving effect to any grace
periods (whether by lapse of time, acceleration or otherwise) such Portion
shall bear interest, whether before or after judgment, until payment in
full thereof through the end of the Interest Period then applicable
thereto at the rate per annum determined by adding 3% to the interest rate
which would otherwise be applicable thereto, and effective at the end of
such Interest Period such Offered Rate Portion shall automatically be
converted into and added to the Domestic Rate Portion and shall thereafter
bear interest at the interest rate applicable to the Domestic Rate Portion
after Default. Interest on each Offered Rate Portion shall be due and
payable on the last day of each Interest Period applicable thereto and
interest after maturity (whether by lapse of time, acceleration or
otherwise) shall be due and payable upon demand. The Company shall notify
the Bank on or before 11:00 a.m. (Chicago time) at least one Business Day
preceding the end of an Interest Period applicable to an Offered Rate
Portion whether such Offered Rate Portion is to continue as an Offered
Rate Portion, in which event the Company shall notify the Bank of the new
Interest Period selected therefor, and in the event the Company shall fail
to so notify the Bank, such Offered Rate Portion shall automatically be
converted into and added to the Domestic Rate Portion as of and on the
last day of such Interest Period. The Company understands and agrees that
each Offered Rate shall be determined by the Bank in its sole discretion,
without reference to any particular index or source of funds, and may be
higher than the Domestic Rate or Adjusted LIBOR Rate.

Section 2.5. Computation. All interest on the Domestic Rate
Portions or the indebtedness evidenced by the Notes shall be computed on
the basis of a year of 365/366 days for the actual number of days elapsed
and all other interest on the Notes and all fees, charges and commissions
due hereunder shall be computed on the basis of a year of 360 days for the
actual number of days elapsed.

Section 2.6. Minimum Amounts. Each Fixed Rate Portion shall
be in a minimum amount of $500,000.00 or any greater amount that is an
integral multiple of $100,000.00.

Section 2.7. Manner of Rate Selection. The Company shall
notify the Bank by 11:00 a.m. Chicago time at least three Business Days
prior to the date upon which it requests that any LIBOR Portion be created
or that any part of a Domestic Rate Portion or an Offered Rate Portion be
converted into a LIBOR Portion, and by 11:00 a.m. (Chicago time) at least
one Business Day prior to the Date upon which it requests that any Offered
Rate Portion be created or that any part of a Domestic Rate Portion or any
part of a LIBOR Portion be converted into an Offered Rate Portion (each
such notice to specify in each instance the amount thereof and the
Interest Period selected therefor). If any request is made to convert a
Fixed Rate Portion into a Domestic Rate Portion, such conversion shall
only be made so as to become effective as of the last day of the Interest
Period applicable thereto. All requests for the creation, continuance or
conversion of Portions under this Agreement shall be irrevocable. Such
requests may be written or oral and the Bank is hereby authorized to honor
telephonic requests for creations, continuances and conversions received
by it from any person identifying themselves as a person who the Bank's
records reflect is authorized to act on behalf of the Company hereunder,
the Company hereby indemnifying the Bank from any liability or loss
ensuing from so acting.

Section 2.8. Change of Law. Notwithstanding any other
provisions of this Agreement or the Notes, if at any time the Bank shall
determine in good faith that any change in applicable laws, treaties or
regulations or in the interpretation thereof makes it unlawful for the
Bank to create or continue to maintain any Fixed Rate Portion, it shall
promptly so notify the Company and the obligation of the Bank to create,
continue or maintain such Fixed Rate Portion under this Agreement shall
terminate until it is no longer unlawful for the Bank to create, continue
or maintain such Fixed Rate Portions. The Company, on demand, shall, if
the continued maintenance of a Fixed Rate Portion is unlawful, thereupon
prepay the outstanding principal amount of the Fixed Rate Portions,
together with all interest accrued thereon and all other amounts payable
to the Bank with respect thereto under this Agreement, provided, however,
that the Company may instead elect to convert the principal amount of the
affected Portion into the applicable Domestic Rate Portion, subject to the
terms and conditions of this Agreement.

Section 2.9. Unavailability of Deposits or Inability to
Ascertain the Adjusted LIBOR Rate. Notwithstanding any other provision of
this Agreement or the Notes, if prior to the commencement of any Interest
Period, the Bank shall determine that United States dollar deposits in the
amount of any LIBOR Portion scheduled to be outstanding during such
Interest Period are not readily available to it in the offshore interbank
market, the Bank shall promptly give notice thereof to the Company and the
obligations of the Bank to create, continue or effect by conversion any
LIBOR Portion in such amount and for such Interest Period shall terminate
until United States dollar deposits in such amount and for the Interest
Period selected by the Company shall again be readily available in the
offshore interbank market.

Section 2.10. Taxes and Increased Costs. With respect to the
Fixed Rate Portions, if the Bank shall determine in good faith that any
change after the date hereof in any applicable law, treaty, regulation or
guideline (including, without limitation, Regulation D of the Board of
Governors of the Federal Reserve System) or any new law, treaty,
regulation or guideline, or any interpretation of any of the foregoing by
any governmental authority charged with the administration thereof or any
central bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or its lending branch or the Portions
contemplated by this Agreement (whether or not having the force of law)
shall:

(a) impose, increase, or deem applicable any reserve,
special deposit or similar requirement against assets held by,
or deposits in or for the account of, or loans by, or any
other acquisition of funds or disbursements by, the Bank which
is not in any instance already accounted for in computing the
interest rate applicable to such Fixed Rate Portion;

(b) subject the Bank, any Fixed Rate Portion or a Note
to the extent it evidences such Portions, to any tax
(including, without limitation, any United States interest
equalization tax or similar tax however named applicable to
the acquisition or holding of debt obligations and any
interest or penalties with respect thereto), duty, charge,
stamp tax, fee, deduction or withholding in respect of this
Agreement, any Fixed Rate Portion or a Note to the extent it
evidences such a Portion, except such taxes as may be measured
by the overall net income or gross receipts of the Bank or its
lending branches and imposed by the jurisdiction, or any
political subdivision or taxing authority thereof, in which
the Bank's principal executive office or its lending branch is
located;

(c) change the basis of taxation of payments of
principal or interest due from the Company to the Bank
hereunder or under a Note to the extent it evidences any Fixed
Rate Portion (other than by a change in taxation of the
overall net income or gross receipts of the Bank); or

(d) impose on the Bank any penalty with respect to the
foregoing or any other condition regarding this Agreement, its
disbursement, any Fixed Rate Portion or a Note to the extent
it evidences any Fixed Rate Portion;

and the Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the
Bank of creating or maintaining any Fixed Rate Portion hereunder or to
reduce the amount of principal or interest received or receivable by the
Bank (without benefit of, or credit for, any prorations, exemption,
credits or other offsets available under any such laws, treaties,
regulations, guidelines or interpretations thereof), then the Company
shall pay on demand to the Bank from time to time as specified by the Bank
such additional amounts as the Bank shall reasonably determine are
sufficient to compensate and indemnify it for such increased cost or
reduced amount; provided, however, that (i) the Bank shall promptly notify
the Company of an event which might cause it to seek compensation, and the
Company shall be obligated to pay only such compensation which is incurred
or which arises after the date 60 days prior to the date such notice is
given, and (ii) the Company shall have no obligation to pay any amount
that would otherwise be payable under this Section solely as a result of
the Bank being in a regulatory classification that is lower than the
Bank's regulatory classification on the date of this Agreement. If the
Bank makes such a claim for compensation, it shall provide to the Company
a written explanation of the circumstances giving rise to such claim and a
certificate setting forth the computation of the increased cost or reduced
amount as a result of any event mentioned herein in reasonable detail and
such certificate shall be conclusive if reasonably determined.

Section 2.11. Funding Indemnity. In the event the Bank shall
incur any loss, cost or expense (including, without limitation, any loss
(including loss of profit), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired or
contracted to be acquired by the Bank to fund or maintain its part of any
Fixed Rate Portion or the relending or reinvesting of such deposits or
other funds or amounts paid or prepaid to the Bank), as a result of:

(i) any payment of a Fixed Rate Portion on a date other
than the last day of the then applicable Interest Period for
any reason, whether before or after default, and whether or
not such payment is required by any provisions of the
Agreement; or

(ii) any failure by the Company to create, borrow,
continue or effect by conversion any Fixed Rate Portion on the
date specified in a notice given pursuant to this Agreement;

then upon the demand of the Bank, the Company shall pay to the Bank such
amount as will reimburse the Bank for such loss, cost or expense. If the
Bank requests such a reimbursement it shall provide the Company with a
certificate setting forth the computation of the loss, cost or expense
giving rise to the request for reimbursement in reasonable detail and such
certificate shall be conclusive if reasonably determined.

Section 2.12. Lending Branch. The Bank may, at its option,
elect to make, fund or maintain its loans hereunder at such of its
branches or offices as the Bank may from time to time elect.

Section 2.13. Discretion of Bank as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Bank
shall be entitled to fund and maintain its funding of all or any part of
its Notes in any manner it sees fit, it being understood, however, that
for the purposes of this Agreement all determinations hereunder (including
determinations under Sections 2.9, 2.10 and 2.11 hereof) shall be made as
if the Bank had actually funded and maintained each Fixed Rate Portion
during Interest Period applicable thereto through the purchase of deposits
in the offshore interbank market in the amount of its share of such Fixed
Rate Portion, having a maturity corresponding to such Interest Period and
bearing an interest rate equal to the interest rate applicable to such
Fixed Rate Portion for such Interest Period.

SECTION 3. FEES, PAYMENTS, REDUCTIONS, APPLICATIONS AND NOTATIONS.

Section 3.1. Commitment Fees. For the period from the date
hereof to and including the Revolving Credit Termination Date, the Company
shall pay to the Bank a commitment fee at the rate equal to the Applicable
Margin per annum on the average daily unused amount of the Revolving
Credit Commitment hereunder, such fee to be payable quarterly in arrears
on November 30, 1997, and on the last day of each November, February, May
and August thereafter to and including, and on, the Revolving Credit
Termination Date.

Section 3.2. Voluntary Prepayments. Subject to the further
provisions of this Section 3.2 the Company shall have the privilege of
prepaying the Notes in whole or in part (but if in part then in a minimum
amount of $50,000 as to any Note prepaid) at any time upon notice to the
Bank (such notices, if received subsequent to 11:00 a.m. (Chicago time) on
a given day, to be treated as though received at the opening of business
on the next Business Day), by paying to the Bank (i) the principal amount
to be prepaid, (ii) if such prepayment prepays a Note in full, accrued
interest thereon to the date fixed for prepayment, and (iii) any amount
due the Bank under Section 2.11 hereof.

Section 3.3. Mandatory Prepayments. (a) Deficiency. In
the event that the sum of the outstanding principal amount of the
Revolving Credit Note plus the unpaid Reimbursement Obligations plus the
amount available to be drawn under all outstanding L/Cs shall at any time
and for any reason exceed the Revolving Credit Commitment, the Company
shall immediately and without notice or demand pay over the amount of the
excess to the Bank as and for a mandatory prepayment on the Revolving
Credit Note and unpaid Reimbursement Obligations and, if necessary, as
cash collateral for then outstanding L/Cs.

(b) Asset Sales. Within five Business Days of the receipt
thereof by the Company or any Subsidiary, the Company shall pay over to
the Bank as and for a mandatory prepayment on the Term Credit Notes or, at
the Company's election, the Revolving Credit Note, any and all net
proceeds (i.e. gross proceeds net of reasonable out-of-pocket expenses
incurred in effecting the sale or other disposition) derived from any sale
or disposition (whether voluntary or involuntary) of assets by the Company
or any of its Subsidiaries (excluding (i) sale/leaseback transactions
pursuant to Section 7.21, (ii) sales of Permitted Property on which the
Equitable Life Assurance Society of the United States has a lien and (iii)
sales of inventory in the ordinary course of business); provided, however,
that no prepayment shall be required with respect to up to $2,000,000 of
net proceeds received from the sale or other disposition of equipment,
furniture and fixtures which, in the Company's reasonable judgment, are no
longer necessary to the efficient conduct of its business; provided
further, however, that if at the time of receipt no amount is outstanding
under the Term Credit Notes, then such payment shall be applied to the
Revolving Credit Note, the Unpaid Reimbursement Obligations and the
outstanding L/Cs. Any prepayment of the Revolving Credit Note pursuant to
this Section 3.3(b) shall (until the aggregate amount of all prepayments
made under Section 3.3(b), 3.4(b)(i) and 3.4(b)(ii) equals $15,000,000)
automatically reduce the Revolving Credit Commitment by a like amount.

Section 3.4. Terminations. (a) Voluntary. The Company may
at any time and from time to time upon notice to the Bank received on or
before 11:00 a.m. (Chicago time) at least three Business Days before the
Revolving Credit Termination Date terminate the Revolving Credit
Commitment in whole or in part (but if in part then in a minimum amount of
$500,000 or any greater amount that is an integral multiple of $100,000).

(b) Mandatory.

(i) Debt Offerings. Within five Business Days of
receipt by the Company of cash proceeds from the issuance or
private placement of debt securities pursuant to Section
7.21(i) of this Agreement, the Company shall reduce the
Revolving Credit Commitment by an amount equal to 100% of the
cash proceeds of such issuance or private placement (net of
underwriting discounts and commissions and any other costs and
expenses directly incurred and payable in connection
therewith); provided, however, that no such reduction shall be
required if the aggregate amount of all reductions made
pursuant to Sections 3.4(b)(i) and 3.4(b)(ii) is greater than
or equal to $15,000,000.

(ii) Sale/Leasebacks. Within five Business Days of
receipt by the Company of net proceeds from any sale/leaseback
transaction pursuant to Section 7.21(ii) of this Agreement,
the Company shall reduce the Revolving Credit Commitment by an
amount equal to 100% of the net proceeds of such
sale/leaseback transaction; provided, however, that no such
reduction shall be required if the aggregate amount of all
reductions made pursuant to Sections 3.4(b)(i) and 3.4(b)(ii)
is greater than or equal to $15,000,000. For purposes of this
Section 3.4(b)(ii), "net proceeds" means an amount equal to
the cash proceeds received by the Company in respect of such
sale less (x) any expenses reasonably incurred by the Company
in respect of such sale and (y) the amount of any Debt secured
by a lien on such Property and required to be discharged from,
and actually discharged from, the proceeds thereof and (z) any
taxes actually paid or payable by the Company in connection
with such sale. Nothing contained herein shall be interpreted
to permit any sale or other dispositions of assets not
otherwise permitted by Section 7.15 hereof.

(c) Generally. The Company shall, on the date the Revolving
Credit Commitment is terminated in whole or in part, prepay the Revolving
Credit Note, unpaid Reimbursement Obligations (if any) and the outstanding
L/Cs by the amount necessary to reduce the outstanding principal balance
of the Revolving Credit Note, the unpaid Reimbursement Obligations and the
outstanding L/Cs to the amount to which the Revolving Credit Commitment
has been reduced. No termination of the Revolving Credit Commitment
pursuant to this Section 3.4 may be reinstated.

Section 3.5. Place and Application. All payments of
principal, interest, fees and other amounts due hereunder shall be made to
the Bank at its office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (or at
such other place within the continental United States as the Bank may
specify) in immediately available and freely transferable funds at the
place of payment. All such payments shall be made without setoff or
counterclaim and without reduction for, and free from, any and all present
or future taxes, levies, imposts, duties, fees, charges, deductions,
withholdings, restrictions or conditions of any nature imposed by any
government or political subdivision or taxing authority thereof. Payments
received by the Bank after 11:00 a.m. (Chicago time) shall be deemed
received as of the opening of business on the next Business Day. Unless
the Company otherwise directs, payments applicable to the principal of the
Notes shall be deemed first applied to the applicable Domestic Rate
Portion until payment in full thereof, with any balance applied to the
applicable Fixed Rate Portions in the order in which their Interest
Periods expire. All prepayments (whether voluntary or required)
applicable to the Term Loans shall be applied to such Term Credit Note as
the Company directs or, if the Company fails to so direct, shall be
applied ratably among the Term Credit Notes, and in any event, such
payments shall be applied to such Note or Notes in the inverse order of
their maturities. All payments (whether voluntary or required) shall be
accompanied by any amount due the Bank under Section 2.11 hereof, but no
acceptance of such a payment without requiring payment of amounts due
under Section 2.11 shall preclude a later demand by the Bank for any
amount due them under Section 2.11 in respect of such payment.

Section 3.6. Notations and Requests. All advances made
against the Notes, the status of all amounts evidenced by the Notes as
constituting part of a Domestic Rate Portion, Offered Rate Portion or
LIBOR Portion and the rates of interest and Interest Periods applicable to
such Portions shall be recorded by the Bank its books or, at its option in
any instance, endorsed on the reverse side of the Notes and the unpaid
principal balances and status, rates and Interest Periods so recorded or
endorsed by the Bank shall be prima facie evidence in any court or other
proceeding brought to enforce the Notes of the principal amount remaining
unpaid thereon, the status of the borrowings evidenced thereby and the
interest rates and Interest Periods applicable thereto. Prior to any
negotiation of any Note the Bank shall endorse thereon the status of all
amounts evidenced thereby as constituting part of a Domestic Rate Portion,
Offered Rate Portion or LIBOR Portion and the rates of interest and
Interest Periods applicable thereto.

Section 3.7. Capital Adequacy. If the Bank shall determine
that the adoption after the date hereof of any applicable law, rule or
regulation regarding capital adequacy, or any change in any existing law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof or compliance by
the Bank (or its lending office) with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect
of reducing the rate of return on the Bank's capital as a consequence of
its obligations hereunder or credit extended by it hereunder to a level
below that which the Bank could have achieved but for such adoption,
change or compliance (taking into consideration the Bank's policies with
respect to capital adequacy) by an amount deemed by the Bank to be
material, then from time to time as specified by the Bank the Company
shall pay such additional amount or amounts as will compensate the Bank
for such reduction; provided, however, that (i) the Bank shall promptly
notify the Company of an event which might cause it to seek compensation,
and the Company shall be obligated to pay only such compensation which is
incurred or which arises after the date 60 days prior to the date such
notice is given, and (ii) the Company shall have no obligation to pay any
amount that would otherwise be payable under this Section solely as a
result of the Bank being in a regulatory classification that is lower than
the Bank's regulatory classification on the date of this Agreement. A
certificate of the Bank claiming compensation under this Section 3.7 and
setting forth the additional amount or amounts to be paid to it hereunder
in reasonable detail shall be conclusive if reasonably determined. In
determining such amount, the Bank may use any reasonable averaging and
attribution methods.

SECTION 4. THE COLLATERAL.

Section 4.1. Collateral. The Revolving Credit Note, the
Term Notes, the Reimbursement Obligations and the other obligations of the
Company hereunder relating thereto shall be secured by (i) a valid and
perfected first priority liens on certain crops of the Company pursuant to
the terms of the Security Agreement Re: Crops dated as of August 31, 1994
as amended or restated from time to time, (ii) valid and perfected first
priority liens on the fixtures and real property of the Company located in
Juneau County, Wisconsin, consisting of approximately 1,236.8 acres
acquired by the Company from the Yellow River Cranberry Company (the
"Yellow River ▇▇▇▇▇"), (iii) valid and perfected first priority liens on
the fixtures and real property of the Company located in Price County,
Wisconsin, consisting of approximately 2,460 acres (the "Fifield ▇▇▇▇▇"),
(iv) certain machinery and equipment of the Company located in Wisconsin
Rapids, Wisconsin pursuant to the terms of the Security Agreement Re:
Equipment dated as of August 31, 1994 as amended or restated from time to
time, (v) valid and perfected first priority liens on the fixtures and
real property of the Company located in ▇▇▇▇▇▇, Massachusetts, consisting
of approximately 1,904 acres acquired by the Company from United Cape Cod
Limited Partnership (the "▇▇▇▇▇▇ ▇▇▇▇▇"), (vi) valid and perfected first
priority liens on the fixtures and real property of the Company located in
Wood County, Wisconsin consisting of approximately 106 acres acquired from
▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "▇▇▇▇▇ ▇▇▇▇▇"), (vii) valid and
perfected first priority liens on the fixtures and real property of the
Company located in the Town of Armenia, Juneau County, Wisconsin,
consisting of approximately 469 acres acquired from the Yellow River
Cranberry Company (the "F ▇▇▇▇▇"), (viii) valid and perfected first
priority liens on the fixtures and real properties of the ▇▇▇▇▇▇, Nekoosa
and a portion of the ▇▇▇▇▇ divisions of the Company located in Wood and
▇▇▇▇▇▇▇ Counties, Wisconsin, (ix) valid and perfected first priority liens
on the fixtures and real properties of the Company located in Vilas
County, Wisconsin, consisting of approximately 183 acres (the "Manitowish
Waters ▇▇▇▇▇"), (x) valid and perfected first priority liens on the
inventory, farm products and accounts of the Company pursuant to the terms
of the Security Agreement Re: Inventory, Farm Products and Receivables
dated as of October 3, 1997 as the same may from time to time be amended
or rested and (xi) valid and perfected first priority liens on the
cranberry bogs acquired by the Company pursuant to Section 7.14(f) hereof.

Section 4.2. Further Assurances. The Company agrees that it
will from time to time at the request of the Bank execute and deliver such
documents and do such acts and things as the Bank may reasonably request
in order to provide for or perfect such liens. To the extent necessary to
enable the Company to consummate the sale/leaseback transactions or debt
offerings pursuant to Section 7.21 hereof, the Bank agrees to release its
liens on the Property affected by such transactions and this provision
shall govern and control over any language to the contrary in any
Collateral Document and any amendments or supplements thereto.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to the Bank as follows:

Section 5.1. Organization; Authority; Non-Contravention.
The Company is a corporation duly organized and existing under the laws of
the State of Wisconsin, has full and adequate power to carry on its
business as now conducted, is duly licensed or qualified in all
jurisdictions wherein the nature of its activities requires such licensing
or qualifying and where the failure to be so licensed or qualified would
have a material adverse effect on the Properties, business or operations
of the Company, has full right and authority to enter into this Agreement
and the other Loan Documents, to make the borrowings herein provided for,
to issue the Note in evidence thereof, to encumber its assets as
collateral security therefor, and to perform each and all of the matters
and things herein and therein provided for; and this Agreement does not,
nor does the performance or observance by the Company of any of the
matters or things provided for in the Loan Documents, contravene any
provision of law or any charter or by-law provision or any indenture or
material agreement of or affecting the Company or any of its Properties.

Section 5.2. Subsidiaries. The Company has no Subsidiaries
except Wildhawk, Inc., a Wisconsin corporation, W.S.C. Water Management
Corp., a Wisconsin corporation, and Northland Cranberries Foreign Sales
Corp., a Virgin Islands corporation.

Section 5.3. Financial Statements. The Company has
heretofore delivered to the Bank a copy of the audit report as of August
31, 1996, of the Company and unaudited financial statements (including a
balance sheet and profit and loss statement) of the Company as of, and for
the period ending May 31, 1997. Such financial statements have been
prepared in accordance with generally accepted accounting principles on a
basis consistent, except as otherwise noted therein and except that the
interim financial statements are subject to audit and year-end adjustments
and for the absence of footnotes, with that of the previous fiscal year or
period and fairly reflect the financial position of the Company as of the
dates thereof, and the results of their operations for the periods covered
thereby. The Company has no significant contingent liabilities other than
as indicated on said financial statements and since said date of May 31,
1997, there has been no material adverse change in the condition,
financial or otherwise, of the Company.

Section 5.4. Litigation; Taxes; Consents. Except as
disclosed on Schedule 5.4, there is no litigation or governmental
proceeding pending, nor to the knowledge of the Company threatened,
against the Company or any Subsidiary which if adversely determined would
result in any material adverse change in the Properties, business or
operations of the Company and its Subsidiaries taken as a whole. All
United States federal income tax returns for the Company and its
Subsidiaries required to be filed have been filed on a timely basis (after
giving effect to any extensions), and all amounts required to be paid as
shown by said returns have been paid. There are no pending or threatened
objections to or controversies in respect of the United States federal
income tax returns of the Company for any fiscal year which, if adversely
determined, would have a material adverse effect on the Company's
condition, financial or otherwise. No authorization, consent, license,
exemption or filing or registration with any court or governmental
department, agency or instrumentality, is or will be necessary to the
valid execution, delivery or performance by the Company of the Loan
Documents, except for filings required to perfect the Bank's liens in the
Collateral.

Section 5.5. Regulation U. Neither the Company nor any
Subsidiary is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System) and no part of
the proceeds of any loan hereunder will be used to purchase or carry any
margin stock or to extend credit to others for such a purpose.

Section 5.6. No Default. No Event of Default is existing
under this Agreement.

Section 5.7. ERISA. The Company is in compliance in all
material respects with ERISA to the extent applicable to it and has
received no notice to the contrary from the PBGC or any other governmental
entity or agency.

Section 5.8. Security Interests and Debt. There are no
security interests, liens or encumbrances on any of the Property of the
Company or any Subsidiary except such as are permitted by Section 7.12 of
this Agreement, and the Company and its Subsidiaries have no Funded Debt
except such as is permitted by Section 7.13 of this Agreement.

Section 5.9. Accurate Information. No information, exhibit
or report furnished by the Company to the Bank in connection with the
negotiation of the Loan Documents contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances
in which made. The financial projections furnished by the Company to the
Bank contain to the Company's knowledge and belief, reasonable projections
as of the date hereof of future results of operations and financial
position of the Company.

Section 5.10. Enforceability. This Agreement and the other
Loan Documents are legal, valid and binding agreements of the Company,
enforceable against it in accordance with their terms, except as may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws or judicial decisions for the
relief of debtors or the limitation of creditors' rights generally; and
(b) any equitable principles relating to or limiting the rights of
creditors generally.

Section 5.11. No Default Under Other Agreements. Neither the
Company nor any Subsidiary is in default with respect to any note,
indenture, loan agreement, mortgage, lease, deed, or other agreement to
which it is a party or by which it or its Property is bound, which default
might reasonably be expected to materially and adversely affect the
Collateral, the repayment of the indebtedness, obligations and liabilities
under the Loan Documents, the Bank's rights under the Loan Documents or
the Property, business, operations or condition (financial or otherwise)
of the Company and its Subsidiaries taken as a whole.

Section 5.12. Status Under Certain Laws. Neither the Company
nor any of its Subsidiaries is an "investment company" or a person
directly or indirectly controlled by or acting on behalf of an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended, or a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

Section 5.13. Compliance with Laws. The Company and its
Subsidiaries each are in compliance with the requirements of all federal,
state and local laws, rules and regulations applicable to or pertaining to
their Properties or business operations (including, without limitation,
the Occupational Safety and Health Act of 1970, the Americans with
Disabilities Act of 1990, and laws and regulations establishing quality
criteria and standards for air, water, land and toxic or hazardous wastes
and substances), non-compliance with which could reasonably be expected to
have a material adverse effect on the financial condition, Properties,
business or operations of the Company and its Subsidiaries taken as a
whole. Neither the Company nor any Subsidiary has received notice to the
effect that its operations are not in compliance with any of the
requirements of applicable federal, state or local environmental, health
and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond
to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action would have a material
adverse effect on the financial condition, Properties, business or
operations of the Company and its Subsidiaries taken as a whole.

SECTION 6. CONDITIONS PRECEDENT.

Section 6.1. All Advances. The obligation of the Bank to
make any advance under the Revolving Credit (including the first advance)
or to issue any L/C or to make any Term Loan shall also be subject to the
conditions precedent that as of the time of the making of each advance
under the Revolving Credit or the issuance of any L/C or the funding of
any Term Loan:

(a) each of the representations and warranties set
forth herein or in the Collateral Documents shall be and
remain true and correct in all material respects as of said
time except that the representations and warranties made in
Section 5.3 hereof shall be deemed to refer to the most recent
financial statements delivered to the Bank pursuant to Section
7.4 hereof;

(b) no change in the financial condition or business
prospects of the Company shall have occurred which the is
materially adverse; and

Any request made by the Company to the Bank for any extension
of credit hereunder shall be deemed to constitute a representation and
warranty that the foregoing statements are true and correct in all
material respects.

SECTION 7. COMPANY COVENANTS.

The Company agrees that, so long as any credit is available to
or in use by the Company hereunder, except to the extent compliance in any
case or cases is waived in writing by the Bank:

Section 7.1. Maintenance of Property. The Company will keep
and maintain all of its Properties necessary or useful in its business in
good condition, and make all necessary renewals, replacements, additions,
betterments and improvements thereto; provided, however, that nothing in
this Section shall prevent the Company from discontinuing the operation
and maintenance of any of its Properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Bank as holder of the
Notes.

Section 7.2. Taxes. The Company will duly pay and discharge
all taxes, rates, assessments, fees and governmental charges upon or
against the Company or against its Properties in each case before the same
becomes delinquent and before penalties accrue thereon unless and to the
extent that the same is being contested in good faith and by appropriate
proceedings.

Section 7.3. Maintenance of Insurance. The Company will
maintain insurance with insurers recognized as financially sound and
reputable by prudent business persons in such forms and amounts and
against such risks as is usually carried by companies engaged in similar
business and owning similar Properties in the same general areas in which
the Company operates. The Bank shall be named as loss payee under any
insurance policies which relate to the Collateral. The Company shall, at
the Bank's request, provide copies to the Bank of all insurance policies
and other material related thereto maintained by the Company from time to
time.

Section 7.4. Financial Reports. The Company will maintain a
standard and modern system of accounting in accordance with sound
accounting practice and will furnish with reasonable promptness to the
Bank and its duly authorized representatives such information respecting
the business and financial condition of the Company as may be reasonably
requested and, without any request, will furnish to the Bank:

(a) as soon as available, and in any event within 45
days after the close of each quarterly fiscal period of the
Company a copy of the form 10-Q quarterly report to the
Securities and Exchange Commission (the "SEC"); and

(b) as soon as available, and in any event within 90
days after the close of each fiscal year, a copy of the audit
report for such year and accompanying financial statements,
including balance sheet, reconciliation of change in
stockholders' equity, profit and loss statement and statement
of source and application of funds for the Company showing in
comparative form the figures for the previous fiscal year of
the Company, all in reasonable detail, prepared and certified
by Deloitte & Touche or other independent public accountants
of nationally recognized standing selected by the Company; and

(c) each of the financial statements furnished to the
Bank pursuant to paragraphs (a) and (b) above shall be
accompanied by a Compliance Certificate in the form of Exhibit
E attached hereto signed by its Vice President-Finance; and

(d) promptly upon their becoming available, copies of
all registration statements and regular periodic reports, if
any, which the Company shall have filed with the SEC or any
governmental agency substituted therefor, or any national
securities exchange, including copies of the Company's form
10-K annual report, including financial statements audited by
Deloitte & Touche or other independent public accountants of
nationally recognized standing selected by the Company;

(e) promptly upon the mailing thereof to the
shareholders of the Company generally, copies of all financial
statements, reports and proxy statements so mailed; and

(f) as soon as available, and in any event within 30
days prior to the end of each fiscal year of the Company, a
copy of the Company's consolidated business plan and operating
projections for the following fiscal year, such plan to be in
reasonable detail prepared by the Company and in form
reasonably satisfactory to the Bank.

Section 7.5. Inspection. The Company shall permit the Bank,
by its representatives and agents (who may be accompanied by any of the
Participants), to inspect any of the Properties, corporate books and
financial records of the Company, to examine and make copies of the books
of accounts and other financial records of the Company, and to discuss the
affairs, finances and accounts of the Company with, and to be advised as
to the same by, its officers at such reasonable times and intervals as the
Bank may designate upon reasonable advance notice to the Company. So long
as no Event of Default shall have occurred and be continuing, the Bank
shall perform not more than one field audit of the Collateral per year.
The Company shall pay to the Bank from time to time upon demand a
reasonable amount, but not to exceed $2,000 per audit, to compensate the
Bank for its fees, charges and expenses in connection with the field
audits of the Collateral.

Section 7.6. Consolidation and Merger. The Company will not
consolidate with or merge into any Person, without the prior written
consent of the Bank, unless (a) the Company is the surviving entity, (b)
the other party to such transaction is in the same or a related line of
business as the Company, and (c) both before and after giving effect to
such merger or consolidation, no Default or Event of Default shall have
occurred and be continuing.

Section 7.7. Transactions with Affiliates. The Company will
not enter into any transaction, including without limitation, the
purchase, sale, lease or exchange of any Property, or the rendering of any
service, with any Affiliate of the Company except in the ordinary course
of and pursuant to the reasonable requirements of the Company's business
and upon fair and reasonable terms no less favorable to the Company than
would be obtained in a comparable arm's-length transaction with a Person
not an Affiliate of the Company.

Section 7.8. Minimum Net Worth. The Company will at all
times during the periods indicated below maintain Net Worth in an amount
not less than:

(a) $73,000,000 from August 31, 1997 through August 30,
1998;

(b) $78,000,000 on August 31, 1998; and

(c) during each fiscal quarter of the Company
thereafter, an amount equal to the sum of (i) the minimum
amount required to be maintained during the immediately
preceding fiscal quarter of the Company plus (ii) an amount
equal to 50% of the Company's Net Income for the fiscal
quarter of the Company then ended, plus (iii) an amount equal
to 75% of the net cash proceeds of the issuance of capital
stock or other equity securities of the Company that are not
applied as required by Section 3.4(a) of this Agreement.

Section 7.9. Fixed Charge Coverage Ratio. The Company will
not, as of the last day of each fiscal quarter indicated below, permit its
Fixed Charge Coverage Ratio to be less than 1.25 to 1 on the last day of
the fiscal quarters ending on May 31, 1998 and August 31, 1998, and 1.5 to
1 on the last day of each fiscal quarter ending thereafter.

Section 7.10. Funded Debt to Net Worth Ratio. The Company
will not permit the ratio of its Funded Debt to Net Worth to exceed 2.0 to
1 at any time.

Section 7.11. Net Income. The Company and its Subsidiaries
will not have a net loss of more than $2,000,000 for each of the fiscal
quarters of the Company ending on or before August 31, 1997, will not have
a net loss of more than $1,500,000 for each fiscal quarter ending during
the period from September 1, 1997 through and including February 28, 1998
and will not have a net loss of more than $1,000,000 for any fiscal
quarter ending thereafter.

Section 7.12. Liens. The Company will not pledge, mortgage
or otherwise encumber or subject to or permit to exist upon or be
subjected to any lien, charge or security interest of any kind (including
any conditional sale or other title retention agreement and any lease in
the nature thereof), on any of its Properties of any kind or character at
any time owned by the Company other than:

(a) liens, pledges or deposits for workmen's
compensation, unemployment insurance, old age benefits or
social security obligations, taxes, assessments, statutory
obligations or other similar charges, good faith deposits made
in connection with tenders, contracts or leases to which the
Company is a party or other deposits required to be made in
the ordinary course of business, provided in each case the
obligation secured is not overdue or, if overdue, is being
contested in good faith by appropriate proceedings and
adequate reserves have been provided therefor in accordance
with generally accepted accounting principles and that the
obligation is not for borrowed money, customer advances, trade
payables, or obligations to agricultural producers;

(b) the pledge of Property for the purpose of securing
an appeal or stay or discharge in the course of any legal
proceedings, provided that the aggregate amount of liabilities
of the Company so secured by a pledge of Property permitted
under this subsection (b) including interest and penalties
thereon, if any, shall not be in excess of $500,000 at any one
time outstanding;

(c) liens, pledges, mortgages, security interests, or
other charges granted to the Bank for the benefit of the Bank
and the Participants;

(d) liens, pledges, mortgages, security interests or
other charges existing on Permitted Property to the extent
they secure indebtedness incurred to finance the purchase or
construction of improvements;

(e) liens on property existing at the time of their
acquisition or liens to secure the payment of all or any part
of the purchase price of such property or to secure any
indebtedness incurred for the purpose of financing all or any
part of the purchase price thereof provided such liens
encumber only the property being acquired, purchased or
financed and do not extend to any other property or secure any
other obligations;

(f) liens on Permitted Property of a corporation
existing at the time such corporation is purchased by, merged
into or consolidated with the Company or at the time of a
sale, lease or other disposition of the land, buildings and/or
equipment of a corporation or firm as an entirety or
substantially as an entirety to the Company;

(g) mortgages, pledges, security interests or other
encumbrances existing on the date hereof and disclosed on the
financial statements referred to in Section 5.3 hereof or in
Schedule 7.12 attached hereto;

(h) liens for taxes, assessments or governmental
charges and liens incident to construction, which are either
not delinquent or are being contested in good faith by
appropriate proceedings which prevent foreclosure of such
liens and for which adequate reserves have been provided, and
easements, restrictions, minor title irregularities and
similar matters which have no adverse effect upon the
ownership and use of the affected Property by the Company;

(i) liens on Permitted Property securing indebtedness
permitted under Section 7.13 hereof; and

(j) liens on the Company's Wisconsin Rapids, Wisconsin
office building and land referred to in Section 7.22 hereof.

Section 7.13. Borrowings and Guaranties. The Company will
not issue, incur, assume, create or have outstanding any indebtedness for
borrowed money (including as such all indebtedness representing the
deferred purchase price of Property and all obligations of the Company
with respect to letters of credit and banker's acceptances) or customer
advances, nor be or remain liable, whether as endorser, surety, guarantor
or otherwise, for or in respect of any liability or indebtedness of any
other Person other than:

(a) indebtedness of the Company arising under or
pursuant to this Agreement or the other Loan Documents;

(b) the liability of the Company arising out of the
endorsement for deposit or collection of commercial paper
received in the ordinary course of business;

(c) indebtedness of the Company existing on the date
hereof and disclosed to the Bank in the August 31, 1996
financial statements referred to in Section 5.3 hereof;

(d) indebtedness not otherwise permitted by this
Section 7.13 which is incurred, directly or indirectly, to
finance the acquisition of Property;

(e) Funded Debt; and

(f) renewals, extensions and refinancings of and
amendments to each of the foregoing.

Section 7.14. Investments, Loans, Advances and Acquisitions.
The Company will not make or retain any investment (whether through the
purchase of stock, obligations or otherwise) in or make any loan or
advance to, any other Person or acquire substantially as an entirety the
Property or business of any other Person, other than:

(a) investments in certificates of deposit having a
maturity of one year or less issued by the Bank;

(b) investments, loans and advances in or to any
existing wholly-owned Subsidiary, provided that the respective
amounts thereof shall not exceed the amounts disclosed to the
Bank in the August 31, 1996 financial statements referred to
in Section 5.3 hereof;

(c) travel advances, entertainment and moving expenses
and directors fees to officers, directors and employees of the
Company in the ordinary course of business;

(d) receivables arising in the ordinary course of the
Company's business;

(e) full faith and credit obligations of the United
States and securities the payment of principal of and interest
on is unconditionally guaranteed by the United States;
provided that all such obligations and securities shall have a
maturity of one year or less;

(f) acquisition of Cranberry Businesses, provided, that
(i) such acquisition has the effective written consent or
prior approval of the board of directors (or equivalent
governing body) of the Person being acquired, (ii) the
aggregate cash consideration paid by the Company for the
acquisition of cranberry bogs after October 3, 1997 shall not
exceed $5,000,000 in each fiscal year without the prior
written consent of the Bank and the Participants and (iii) the
Company grants to the Bank a first priority lien on the
subject bogs;

(g) investments in entities engaged in the Cranberry
Business; and

(h) investments in an amount not to exceed $5,000,000
in a Subsidiary or joint venture engaged in developing
cranberry growing properties in the Republic of Ireland; and

(i) loans and advances to Wildhawk, Inc. in an
aggregate principal amount outstanding at any time not to
exceed $500,000.

Section 7.15. Sale of Property. The Company will not sell,
lease, assign, transfer or otherwise dispose of (whether in one
transaction or in a series of transactions) all or a material part of its
Property to any other Person; provided, however, that so long as no Event
of Default or Default has occurred and is continuing, this Section shall
not prohibit:

(a) sales of inventory (including crops and severed
vines) in the ordinary course of business;

(b) sales or leases of surplus, obsolete or worn-out
machinery and equipment; and

For purposes of this Section, "Material Part" shall mean 5% or
more of the lesser of the book or fair market value of the Property of the
Company.

Section 7.16. Distributions. The Company will not, directly
or indirectly, (a) declare, make or incur any liability to pay any
dividend on or make any other distribution in respect of any class or
series of its capital stock (other than dividends payable solely in its
capital stock) or (b) purchase, repurchase or otherwise acquire or retire
any of its capital stock; provided, however, that so long as no Default or
Event of Default shall have occurred and be continuing the Company may (i)
repurchase its capital stock provided the aggregate amount expended for
such repurchases does not exceed $2,000,000, (ii) pay dividends in an
amount not to exceed $0.04 per share during each fiscal quarter of the
Company's fiscal years ending August 31, 1997 and August 31, 1998, and
(iii) during each fiscal quarter of the Company ending after August 31,
1998, pay dividends in an amount not to exceed 50% of the Company's Net
Income for the period beginning September 1, 1998 and ending on the last
day of the most recent fiscal quarter.

Section 7.17. Notice of Suit or Adverse Change in Business.
The Company shall, as soon as possible, and in any event within five
Business Days after the Company learns of the following, give written
notice to the Bank of (a) any material proceeding(s) being instituted or
threatened to be instituted by or against the Company in any federal,
state, local or foreign court or before any commission or other regulatory
body (federal, state, local or foreign), (b) any material adverse change
in the business, Property or condition, financial or otherwise,
(including, without limitation, any material loss or depreciation in the
value of the Collateral) of the Company and (c) the occurrence of any
Default or Event of Default hereunder.

Section 7.18. ERISA. The Company will promptly pay and
discharge all obligations and liabilities arising under ERISA of a
character which if unpaid or unperformed would result in the imposition of
a lien against any of its Property and will promptly notify the Bank of
(a) the occurrence of any reportable event (as defined in ERISA) which
might result in the termination by the PBGC of any Plan, (b) receipt of
any notice from PBGC of its intention to seek termination of any such Plan
or appointment of a trustee therefor, and (c) its intention to terminate
or withdraw from any Plan. The Company will not terminate any such Plan
or withdraw therefrom unless it shall be in compliance with all of the
terms and conditions of this Agreement after giving effect to any
liability to PBGC resulting from such termination or withdrawal.

Section 7.19. Use of Proceeds. The Company shall use the
proceeds of the Term Loan Two solely to finance the acquisition and
construction of fixed assets constituting the concentrating plant and
equipment located at the Company's facilities in Wisconsin Rapids,
Wisconsin, and to reimburse the Company for sums already expended by the
Company in connection therewith; the Company shall use the proceeds of the
Term Loan Three solely to finance the acquisition of the bog in Hanson,
Massachusetts; and the Company shall use the proceeds of the Term Loan One
and all Revolving Credit Loans made hereunder solely for lawful corporate
purposes.

Section 7.20. Subsidiaries. The Company will not, directly
or indirectly, create or acquire any Subsidiaries without prior approval
of the Bank, except for the Ireland operation.

Section 7.21. Additional Capital. No later than the date
that is one year after the date hereof the Company shall use its best
efforts (i) to issue or privately place debt securities maturing no less
than five years after the date of issuance and having scheduled principal
repayments of less than 50% of the original principal amount thereof
during the first five years after they are issued and/or (ii) to
consummate a sale/leaseback transaction, such that the gross cash
consideration to be received by the Company as a result of the
transactions identified in clauses (i) and (ii) above is not less than
$15,000,000. Notwithstanding the foregoing, the Company shall not be
obligated to enter into any transaction which the Company does not in good
faith believe to be in its best interest.

Section 7.22. Capital Expenditures. The Company will not
expend or become obligated for capital expenditures as determined in
accordance with generally accepted accounting principles (excluding
amounts spent on cranberry bog acquisitions to the extent permitted by
Section 7.14(f) hereof and excluding up to $1,500,000 of amounts actually
expended by the Company for the purchase and renovation of its Wisconsin
Rapids, Wisconsin office building) in an aggregate amount in excess of
$6,000,000 during any fiscal year of the Company.

SECTION 8. EVENTS OF DEFAULT AND REMEDIES.

Section 8.1. Events of Default Defined. Any one or more of
the following shall constitute an Event of Default:

(a) Default in the payment within three days when due
of any principal of or interest on any Note or Reimbursement
Obligation, or in the payment within five days when due of any
costs, expenses or fees under this Agreement or any of the
other Loan Documents, whether on demand or at the stated due
date thereof or as required by Section 2.3 hereof or at any
other time provided in this Agreement;

(b) Default in the observance or performance of any
covenant, condition, agreement or provision in Sections 7.3,
7.4, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16,
7.17, 7.19, 7.20, 7.21 or 7.22 of this Agreement, or of any
provision of the Collateral Documents requiring the
maintenance of insurance on the Collateral subject thereto or
dealing with the use or remittance of proceeds of such
Collateral;

(c) Default in the observance or performance of any
covenant, condition, agreement or provision in this Agreement
or in any of the other Loan Documents and such default shall
continue for 30 days after written notice thereof to the
Company by the Bank;

(d) Default shall occur under any evidence of
indebtedness for borrowed money in an aggregate principal
amount in excess of $1,000,000 issued or assumed or guaranteed
by the Company or any Subsidiary or under any mortgage,
agreement or other similar instrument under which the same may
be issued or secured and such default shall continue for a
period of time sufficient to permit the acceleration of
maturity of any indebtedness evidenced thereby or outstanding
thereunder;

(e) Any representation or warranty made by the Company
herein or in any of the other Loan Documents or in any
statement or certificate furnished by it pursuant hereto or
thereto proves untrue in any material respect as of the date
of the issuance or making thereof;

(f) Any judgment or judgments, writ or writs, or
warrant or warrants of attachment, or any similar process or
processes in an aggregate amount in excess of $500,000 shall
be entered or filed against the Company, any Subsidiary or
against any of their respective Property or assets and remains
unpaid, unvacated, unbonded or unstayed for a period of 30
days from the date of its entry;

(g) The Company or any Subsidiary except Wildhawk, Inc.
and W.S.C. Water Management Corp. shall (i) have entered
involuntarily against it an order for relief under the
Bankruptcy Code of 1978, as amended, (ii) not pay, or admit in
writing its inability to pay, its debts generally as they
become due or suspend payment of its obligations, (iii) make
an assignment for the benefit of creditors, (iv) apply for,
seek, consent to, or acquiesce in, the appointment or a
receiver, custodian, trustee, conservator, liquidator or
similar official for it or any substantial part of its
Property, (v) institute any proceeding seeking to have entered
against it an order for relief under the Bankruptcy Code of
1978, as amended, to adjudicate it insolvent, or seeking
dissolution, winding up, liquidation, reorganization,
arrangement, marshalling of assets, adjustment or composition
of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors or fail to
file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (vi) fail
to contest in good faith any appointment or proceeding
described in Section 8.1(h) hereof, or (vii) take any action
in furtherance of any of the foregoing purposes; or

(h) A custodian, receiver, trustee, conservator,
liquidator or similar official shall be appointed for the
Company, any Subsidiary except Wildhawk, Inc. and W.S.C. Water
Management Corp. or any substantial part of their respective
Property, or a proceeding described in Section 8.1(g)(v) shall
be instituted against the Company and such appointment
continues undischarged or any such proceeding continues
undismissed or unstayed for a period of 60 days.

Section 8.2. Remedies for Non-Bankruptcy Defaults. When any
Event of Default, other than an Event of Default described in subsections
(g) or (h) of Section 8.1 hereof, has occurred and is continuing, the Bank
may, by notice to the Company, take either or both of the following
actions: (i) terminate the commitments of the Bank hereunder on the date
(which may be the date thereof) stated in such notice, and (ii) declare
the principal of and the accrued interest on the Notes and Reimbursement
Obligations then outstanding to be forthwith due and payable and thereupon
said Notes and Reimbursement Obligations, including both principal and
interest, shall be and become immediately due and payable together with
all other amounts payable under this Agreement without further demand,
presentment, protest or notice of any kind.

Section 8.3. Remedies for Bankruptcy Defaults. When any
Event of Default described in subsections 8.1(g) or 8.1(h) has occurred
and is continuing, then the then unpaid balance of the Notes and
Reimbursement Obligations, including both principal and interest, and all
fees, charges and commissions payable hereunder, shall immediately become
due and payable without presentment, demand, protest or notice of any
kind, the obligation of the Bank to extend further credit pursuant to any
of the terms hereof shall immediately terminate and the Bank may exercise
all remedies available to it under the Collateral Documents.

Section 8.4. Collateral for Undrawn L/Cs. Promptly
following the acceleration of the maturity of the Notes pursuant to
Section 8.2 or 8.3 hereof, the Company shall immediately pay to the Bank
the full amount available to be drawn under all outstanding L/Cs. The
Bank shall hold all such funds and proceeds thereof as additional
collateral security for the obligations of the Company to the Bank under
the Loan Documents. The Company acknowledges and agrees that the Bank
would not have an adequate remedy at law for failure of the Company to
honor any of its obligations under this Section 8.4 and that the Bank
shall have the right to require the Company to specifically perform such
undertaking whether or not any draws have been made under any such L/Cs.

SECTION 9. DEFINITIONS.

The following terms when used herein shall have the following
meanings; such terms to be equally applicable to both the singular and
plural of the terms defined (capitalized terms defined elsewhere in this
Agreement to have the meanings so ascribed to them in all provisions of
this Agreement).

"Adjusted LIBOR Rate" shall mean a rate per annum determined
pursuant to the following formula:

Adjusted LIBOR Rate = ________LIBOR___________
100%-Reserve Percentage

"Affiliate" shall mean any person, firm, corporation or entity
(herein collectively called a "Person") directly or indirectly controlling
or controlled by, or under direct or indirect common control with, another
Person. A Person shall be deemed to control another Person for the
purposes of this definition if such first Person possesses, directly or
indirectly, the power to direct, or cause the direction of, the management
and policies of the second Person, whether through the ownership of voting
securities, common directors, trustees or officers, by contract or
otherwise.

"Agreement" shall mean this Amended and Restated Credit
Agreement, as the same may be supplemented and amended from time to time.

"Amortization" shall mean amortization expense determined in
accordance with generally accepted accounting principles consistently
applied.

"Applicable Margin" shall mean, with respect to the commitment
fee and each type of Portion described below, the rate of interest per
annum shown below for the range of Senior Funded Debt Ratio specified
below:

▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇

[greater than [greater than [greater than
Senior Funded or less than] or less than] or less than]
Debt Ratio <1.5X 1.5X and 2.5X 2.5X and 3X 3X

Revolving Credit
Domestic Rate
Margin 0% 0% 0% .25%

Revolving Credit
LIBOR Margin 1.25% 1.50% 2.00% 2.25%

Commitment Fee .25% .25% .385% .50%

Term Loan Domestic
Rate Margin 0% 0% .50% .75%

Term Loan LIBOR
Margin 1.75% 2.00% 2.5% 2.75%

Not later than five Business Days after receipt by the Bank of
financial statements called for by Section 7.4(a), (b) and (c) hereof for
each fiscal quarter of the Company (such date being referred to herein as
the "Test Date"), the Bank shall (i) determine the Senior Funded Debt
Ratio for the applicable period and (ii) promptly notify the Company and
the Participants of such determination and of any change in the Applicable
Margins resulting therefrom. Any such change in the Applicable Margins
shall be effective as of the date the Bank so notifies the Company and the
Participants with respect to all Portions outstanding on such date, and
such new Applicable Margins shall continue in effect until the effective
date of the next quarterly redetermination in accordance with the terms
hereof; provided, however, that if the Company is late in delivering such
financial statements, and upon receipt of such financial statements the
Bank determines that a higher pricing Level is applicable, then such new
Applicable Margins (at said higher Level) shall be retroactively effective
as of the related Test Date. Each determination of the Senior Funded Debt
Ratio and Applicable Margins by the Bank in accordance with the terms
hereof shall be conclusive and binding on the Company and the Participants
absent manifest error. The Applicable Margins shall first be adjusted
upon receipt of the financial statements for the fiscal quarter ending May
31, 1998. From the date hereof until the Applicable Margins are first
adjusted pursuant hereto, the Applicable Margins shall be those set forth
in Level III above.

"Business Day" shall mean any day (other than a Saturday or
Sunday) on which banks are generally open for business in Chicago,
Illinois and, when used with respect to LIBOR Portions, a day on which
banks generally are also dealing in United States Dollar deposits in
London, England and Nassau, Bahamas.

"Capital Expenditures" shall mean for any period, expenditures
for any fixed assets, or for improvements, replacements, substitutions or
additions therefor or thereto, which have a useful life of one year or
more, including (i) the direct or indirect acquisition of such assets by
way of increased product service charges, offset items or otherwise and
(ii) the acquisition of such assets pursuant to a lease, to the extent
such acquisition would be treated as a capital expenditure pursuant to
generally accepted accounting principles consistently applied, but shall
not include (a) funds actually expended by the Company for preproduction
costs, for the purchase and planting of cranberry vines or for the
purchase of additional cranberry marshes permitted by the terms hereof,
and (b) payments made under leases of real or personal property, whether
or not the acquisition of such real or personal property constituted a
Capital Expenditure when made.

"Collateral" shall mean all property and rights that may from
time to time secure the payment of any of the Company's indebtedness,
obligations and liabilities to the Bank under any of the Loan Documents.

"Collateral Documents" shall mean all mortgages, deeds of
trust, security agreements, assignments, financing statements and other
documents as shall from time to time secure any of the Notes and other
obligations of the Company to the Bank.

"Commitments" shall mean the Revolving Credit Commitment and
the Term Credit Commitments.

"Cranberry Businesses" shall mean the operation of cranberry
bogs (and the development thereof) and the production, distribution,
processing, marketing and brokering of cranberries, cranberry products and
other fresh fruit or juice products.

"Depreciation" shall mean depreciation expense, determined in
accordance with generally accepted accounting principles, consistently
applied.

"Domestic Rate" shall mean a fluctuating interest rate per
annum at all times equal to the rate of interest announced by ▇▇▇▇▇▇ Trust
and Savings Bank ("▇▇▇▇▇▇") from time to time as its prime commercial rate
with any change in such rate resulting from a change in said prime
commercial rate to be effective as of the date of the relevant change in
said prime commercial rate (the "▇▇▇▇▇▇ Prime Rate"), provided that if the
rate per annum determined by adding 1/2 of 1% to the rate at which ▇▇▇▇▇▇
would offer to sell federal funds in the interbank market on or about
10:00 A.M. (Chicago time) on any day (the "Adjusted Fed Funds Rate") shall
be higher than the ▇▇▇▇▇▇ Prime Rate on such day, then the Domestic Rate
for such day and for any succeeding day which is not a Business Day shall
be such Adjusted Fed Funds Rate. The determination of the Adjusted Fed
Funds Rate by the Bank shall be final and conclusive provided it has acted
in good faith in connection therewith.

"EBITDA" shall mean, with reference to any period, Net Income
for such period plus all amounts deducted in arriving at such Net Income
amount in respect of (a) Interest Expense of such period, plus (b)
federal, state and local income taxes for such period, plus (c) all
amounts properly charged for Depreciation and Amortization during such
period.

"Event of Default" shall mean any event or condition specified
as such in Section 8.1 hereof and "Default" shall mean any event or
condition which with the lapse of time, the giving of notice or both would
constitute an Event of Default.

"Fixed Charge Coverage Ratio" shall mean the ratio of: (a)
the sum of Net Income plus the increase in Deferred Taxes shown on the
Company's audited balance sheet, if any, plus Depreciation and
Amortization expense, plus total Interest Expense (in each case, for the
four fiscal quarters then ended) to (b) total Interest Expense (for the
same four fiscal quarters then ended) plus the scheduled payments of
principal on long term debt that will be payable in such period of four
fiscal quarters (not including the principal amount of the Loans,
Reimbursement Obligations and L/Cs outstanding under this Agreement) (the
"Current Maturities"); provided, however, that for the fiscal quarter
ending May 31, 1998, the Fixed Charge Coverage Ratio shall be determined
on the basis of the amounts specified above for the three fiscal quarters
then ended, and only 75% of the amount of the Current Maturities shall be
included in the calculation of the Fixed Charge Coverage Ratio as of the
last day of such fiscal quarter.

"Fixed Rate" shall mean an Adjusted LIBOR Rate or an Offered
Rate, as the context may require.

"Funded Debt" with respect to any Person shall mean all
indebtedness for borrowed money of such Person and with respect to the
Company all indebtedness for borrowed money of the Company, in each case
maturing by its terms more than one year after, or which is renewable or
extendible at the option of such Person for a period ending one year or
more after, the date of determination, and shall include indebtedness for
borrowed money of such maturity created, assume or guaranteed by such
Person either directly or indirectly, including obligations of such
maturity secured by liens upon Property of such Person and upon which such
entity customarily pays the interest, all current maturities of all such
indebtedness of such maturity and all rental payments under capitalized
leases of such maturity and all indebtedness outstanding under this
Agreement, and in any event including all amounts outstanding under this
Agreement.

"Interest Expense" shall mean for any period all interest
expense during such period, all determined in accordance with generally
accepted accounting principles consistently applied.

"Interest Period" means, (a) with respect to any LIBOR
Portion, the period commencing on, as the case may be, the creation,
continuation or conversion date with respect to such LIBOR Portion and
ending one (1), two (2), three (3) or six (6) months thereafter as
selected by the Company in its notice as provided herein, and (b) with
respect to any Offered Rate Portion, the period commencing on, as the case
may be, the creation, continuation or conversion date with respect to such
Offered Rate Portion and ending 1 to 60 days thereafter as selected by the
Company in its notice as provided herein; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the
following:

(i) if any Interest Period would otherwise end on a day
which is not a Business Day, that Interest Period shall be
extended to the next succeeding Business Day, unless in the
case of an Interest Period for a LIBOR Portion the result of
such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period
shall end on the immediately preceding Business Day;

(ii) no Interest Period may extend beyond the final
maturity date of the Note;

(iii) the interest rate to be applicable to each Fixed
Rate Portion for each Interest Period shall apply from and
including the first day of such Interest Period to but
excluding the last day thereof; and

(iv) no Interest Period may be selected if after giving
effect thereto the Company will be unable to make a principal
payment scheduled to be made during such Interest Period
without paying part of a Fixed Rate Portion on a date other
than the last day of the Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period
starting on one day in a calendar month and ending on a numerically
corresponding day in the next calendar month, provided, however, if an
Interest Period begins on the last day of a month or if there is no
numerically corresponding day in the month in which an Interest Period is
to end, then such Interest Period shall end on the last Business Day of
such month.

"L/C" shall have the meaning specified in Section 1.5 hereof.

"L/C Administrative Fee" shall have the meaning specified in
Section 1.5 hereof.

"L/C Agreement" shall have the meaning specified in Section
1.5 hereof.

"L/C Issuance Fee" shall have the meaning specified in Section
1.5 hereof.

"L/C Participation Fee" shall have the meaning specified in
Section 1.5 hereof.

"LIBOR Index Rate" shall mean, for any Interest Period
applicable to a LIBOR Portion, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage
point) for deposits in U.S. dollars for a period equal to such Interest
Period, which appears on the Telerate Page 3750 as of 11:00 a.m. ▇▇
(▇▇▇▇▇▇, ▇▇▇▇▇▇▇ time) on the Business Day two (2) Business Days before
the commencement of such Interest Period.

"LIBOR Rate" shall mean for each Interest Period applicable to
a LIBOR Portion, (a) the LIBOR Index Rate for such Interest Period, if
such rate is available, and (b) if the LIBOR Index Rate cannot be
determined, the arithmetic average of the rate of interest per annum
(rounded upwards, if necessary, to nearest 1/100 of 1%) at which deposits
in U.S. dollars in immediately available funds are offered to the Bank at
11:00 a.m. (London, England time) on the Business Day two (2) Business
Days before the beginning of such Interest Period by major banks in the
interbank eurodollar market for a period equal to such Interest Period and
in an amount equal or comparable to the principal amount of the LIBOR
Portion scheduled to be made by the Bank during such Interest Period.

"Loan Documents" shall mean this Agreement, the L/C
Agreements, the Collateral Documents and the Notes.

"Net Income" shall mean net income determined in accordance
with generally accepted accounting principles, consistently applied.

"Net Worth" shall mean the sum of all capital stock, preferred
stock, capital in excess of par value and retained earnings of the
Company, determined in accordance with generally accepted accounting
principles, consistently applied.

"Notes" shall mean the Revolving Credit Note and the Term
Credit Notes and "Note" shall mean any of the Notes.

"Offered Rate" shall mean the rate per annum quoted to the
Company by the Bank for the applicable Interest Period, such Offered Rate
being subject at all times to the provisions of Section 2.4 hereof.

"Participants" shall mean, collectively, Mercantile, Norwest,
Firstar and any other party to the Participation Agreement (other than the
Bank) from time to time; and "Participant" shall mean any of the
Participants.

"Participation Agreement" shall mean that certain Second
Amended and Restated Participation Agreement dated as of October 3, 1997
by and among the Bank, Mercantile Bank National Association
("Mercantile"), Norwest Bank Minnesota, National Association ("Norwest"),
Firstar Bank Milwaukee, N.A. ("Firstar") and any other party thereto from
time to time, as the same may from time to time be modified, amended or
restated pursuant to the terms hereof and thereof.

"PBGC" shall mean the Pension Benefit Guaranty Corporation.

"Permitted Property" shall mean all Property except
receivables, crops, inventory and the Collateral.

"Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization,
association, corporation, institution, entity, party or government
(whether national, federal, state, provincial, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division,
agency, body or department thereof).

"Plan" shall mean any employee benefit plan covering any
officers or employees of the Company, any benefits of which are, or are
required to be, guaranteed by PBGC.

"Property" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

"Reimbursement Obligation" shall have the meaning specified in
Section 1.6 hereof.

"Reserve Percentage" shall mean, for the purpose of computing
the Adjusted LIBOR Rate, the maximum rate of all reserve requirements
(including, without limitation, any marginal emergency, supplemental or
other special reserves) imposed by the Board of Governors of the Federal
Reserve System (or any successor) under Regulation D on Eurocurrency
liabilities (as such term is defined in Regulation D) for the applicable
Interest Period as of the first day of such Interest Period, but subject
to any amendments to such reserve requirement by such Board or its
successor, and taking into account any transitional adjustments thereto
becoming effective during such Interest Period. For purposes of this
definition, LIBOR Portions shall be deemed to be Eurocurrency liabilities
as defined in Regulation D without benefit of or credit for prorations,
exemptions or offsets under Regulation D.

"Revolving Credit Termination Date" shall mean December 31,
2000, any later date to which such date may be extended from time to time
pursuant to Section 1.1(b) hereof, or such earlier date on which the
Revolving Credit Commitment is terminated in whole pursuant to Sections
3.5, 8.2 or 8.3 hereof.

"Senior Funded Debt Ratio" shall mean, as of any time the same
is to be determined, the ratio of the aggregate outstanding principal
amount of the Company's Funded Debt at such time to the Company's EBITDA
for the four fiscal quarters of the Company most recently ended (but for
the fiscal quarter ending May 31, 1998, such determination shall utilize
an annualized EBITDA derived from the Company's EBITDA for the three
fiscal quarters then ended).

"Subsidiary" shall mean collectively any corporation or other
entity at least a majority of the outstanding voting shares of which is at
the time owned directly or indirectly by the Company and/or its
Subsidiaries.

"Telerate Page 3750" shall mean the display designated as
"Page 3750" on the Telerate Service (or such other page as may replace
Page 3750 on that service or such other service as may be nominated by the
British Bankers' Association as the information vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates for U.S.
Dollar deposits).

"Term Credit Commitments" shall mean, collectively, the Term
One Commitment, the Term Two Commitment and the Term Three Commitment.

"Term Credit Notes" shall mean, collectively, Term Credit Note
One, Term Credit Note Two and Term Credit Note Three; and "Term Credit
Note" shall mean any of the Term Credit Notes.

"Term Credit Note One" shall have the meaning specified in
Section 1.2(a) hereof.

"Term Credit Note Two" shall have the meaning specified in
Section 1.2(b) hereof.

"Term Credit Note Three" shall have the meaning specified in
Section 1.2(c) hereof.

"Term Loans" shall mean, collectively, the Term Loan One, the
Term Loan Two and the Term Loan Three; and "Term Loan" shall mean any of
the Term Loans."

"Term Loan One" shall have the meaning specified in Section
1.2(a) hereof.

"Term Loan Two" shall have the meaning specified in Section
1.2(b) hereof.

"Term Loan Three" shall have the meaning specified in Section
1.2(ac hereof.

SECTION 10. MISCELLANEOUS.

Section 10.1. Holidays. If any principal of any of the Notes
shall fall due on a Saturday, Sunday or on another day which is a legal
holiday for lenders in the State of Illinois, interest at the rates such
Notes bear for the period prior to maturity shall continue to accrue on
such principal from the stated due date thereof to and including the next
succeeding Business Day on which the same is payable.

Section 10.2. No Waiver, Cumulative Remedies. No delay or
failure on the part of the Bank in the exercise of any power or right
shall operate as a waiver thereof, nor as an acquiescence in any Default
or Event of Default nor preclude any other or further exercise thereof, or
the exercise of any other power or right, and the rights and remedies
hereunder of the Bank are cumulative to, and not exclusive of, any rights
or remedies which any of them would otherwise have.

Section 10.3. Waivers, Modifications and Amendments. Any
provision hereof or of the Notes or Collateral Documents, may be amended,
modified, waived or released upon the written consent of the Company and
the Bank, and any Default or Event of Default and its consequences may be
rescinded and annulled upon the written consent of the Bank.

Section 10.4. Costs and Expenses. The Company agrees to pay
on demand all reasonable out-of-pocket costs and expenses of the Bank in
connection with the negotiation, preparation, execution, delivery,
recording and/or filing and/or release of this Agreement, the Notes and
the Collateral Documents and the other instruments and documents to be
delivered hereunder or thereunder or in connection with the transactions
contemplated hereby or thereby or in connection with any consents
hereunder or thereunder or waivers or amendments hereto or thereto,
including the fees and expenses of counsel for the Bank with respect to
all of the foregoing, and all recording, filing, title insurance or other
fees, costs and taxes incident to perfecting a lien upon the collateral
security for the Notes, and all reasonable costs and expenses (including
reasonable attorneys' fees), incurred by the Bank, any security trustee
for the Bank or any other holders of a Note in connection with a default
or the enforcement of this Agreement, the Notes or the Collateral
Documents and the other instruments and documents to be delivered
hereunder or thereunder. The Company agrees to indemnify and save the
Bank and any security trustee for the Bank harmless from any and all
liabilities, losses, costs and expenses incurred by the Bank in connection
with any action, suit or proceeding brought against the Bank or security
trustee by any person which arises out of the transactions contemplated or
financed hereby or by the Notes or Collateral Documents or out of any
action or inaction by the Bank or any security Trustee hereunder or
thereunder, except for such thereof as is caused by the gross negligence
or willful misconduct of the party indemnified. The provisions of this
Section 10.4 and the protective provisions of Section 2 hereof shall
survive payment of the Notes and the termination of the Commitments
hereunder, subject, in the case of the protective provisions contained in
Section 2 hereof, to the limitations set forth therein.

Section 10.5. Stamp Taxes. Although the Company is of the
opinion that no documentary or similar taxes are payable in respect to
this Agreement, the Collateral Documents, or the Notes, the Company agrees
that it will pay such taxes, including interest and penalties, in the
event any such taxes are assessed, irrespective of when such assessment is
made and whether or not any credit to it is then in use or available.

Section 10.6. Survival of Representations. All
representations and warranties made herein or in the Collateral Documents
or in certificates given pursuant hereto shall survive the execution and
delivery of this Agreement, the Collateral Documents and the Notes, and
shall continue in full force and effect with respect to the date as of
which they were made as long as any credit is in use or available
hereunder.

Section 10.7. Construction. The parties hereto acknowledge
and agree that this Agreement shall not be construed more favorably in
favor of one than the other based upon which party drafted the same, it
being acknowledged that all parties hereto contributed substantially to
the negotiation and preparation of this Agreement.

Section 10.8. Accounting Principles. All computations of
compliance with the terms hereof shall be made on the basis of generally
accepted principles of accounting applied in a manner consistent with
those used in the preparation of the audit report of the Company referred
to in the first sentence of Section 5.3 hereof.

Section 10.9. Addresses for Notices. All communications
provided for herein shall be in writing and shall be deemed to have been
given or made when served personally or three days after being deposited
in the United States mail addressed, if to the Company, at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, if to the Bank at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Agribusiness Division, or at such other address as
shall be designated by any party hereto in a written notice given to each
party pursuant to this Section 10.9.

Section 10.10. Headings. Article and Section headings used in
this Agreement are for convenience of reference only and are not a part of
this Agreement for any other purpose.

Section 10.11. Severability of Provisions. Any provision of
this Agreement which is unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such unenforceability
without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
All rights, remedies and powers provided in this Agreement and the Notes
may be exercised only to the extent that the exercise thereof does not
violate any applicable mandatory provisions of law, and all the provisions
of this Agreement and the Notes are intended to be subject to all
applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this
Agreement or the Notes invalid or unenforceable.

Section 10.12. Counterparts. This Agreement may be executed
in any number of counterparts, and by different parties hereto on separate
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

Section 10.13. Binding Nature, Governing Law, Etc. This
Agreement shall be binding upon the Company and its successors and
assigns, and shall inure to the benefit of the Bank and the benefit of its
successors and assigns, including any subsequent holder of an interest in
the Notes. This Agreement and the Notes and the rights and duties of the
parties hereto shall be construed and determined in accordance with, and
shall be governed by the internal laws of the State of Illinois without
regard to principles of conflicts of law. This Agreement, together with
the Notes and Collateral Documents constitutes the entire understanding of
the parties with respect to the subject matter hereof and any prior
agreements, whether written or oral, with respect thereto are superseded
hereby except for prior understandings related to fees payable to the
Bank. The Company may not assign its rights hereunder without the written
consent of the Bank.

Section 10.14. Rights of Participants. (a) The Company
authorizes the Bank to disclose to any Participant any financial or other
information pertaining to the Company. Each Participant shall be entitled
to the full benefit of all indemnities and other provisions relative to
reimbursement of the Bank of amounts sufficient to protect the yield of
the Bank with respect to the loans hereunder, including, but not limited
to Sections 2.8, 2.9, 2.10, 2.11, 3.7 and 10.4 (but only after an Event of
Default) hereof; provided, however, if any Participant (each, a
"Replaceable Participant") requests compensation pursuant to Sections 2.8,
2.9, 2.10, 2.11 or 3.7 hereof at a rate materially in excess of that
requested by any other Participant, the Company may, with the consent of
the Bank, which consent shall not be unreasonably withheld, propose that
another lender (a "Replacement Participant") which lender may be an
existing Participant, be substituted for and replace the Replaceable
Participant for purposes of this Agreement. In the event a Replacement
Participant is so substituted for the Replaceable Participant, then such
substitution shall take place on a date acceptable to the Company, the
Replaceable Participant and the Replacement Participant, as the case may
be, but in no event later than the latest maturity date of any financial
accommodations then outstanding hereunder, and such substitution shall
take place through the execution of such instruments and documents as
shall, in the opinion of the Bank, be reasonably necessary or appropriate
for the Replacement Participant to assume in full the Participation
Percentage of the Replaceable Participant (including, without limitation,
the execution of any necessary amendment hereto or to the Participation
Agreement making any new Replacement Participant a party thereto and such
amendments to the Collateral Documents as may be necessary or appropriate
to assure the credit extended by such Replacement Participant will be
secured by the Collateral Documents as provided herein), providing that
such assignment is made without recourse and without any representation
or warranty with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, the
Participation Agreement or any other instrument or document furnished
pursuant hereto or thereto or with respect to the financial condition of
the Company or the performance or observance by the Company of any of its
obligations under this Agreement, the Participation Agreement or any other
instrument or document furnished pursuant hereto or thereto. As a
condition to its execution of such instruments and documents, the
Replaceable Participant shall concurrently receive the full amount of its
share of the Loans, L/Cs, Reimbursement Obligations, interest thereon and
all accrued fees to which it is entitled under this Agreement or the
Participation Agreement. All expenses of the Bank incurred in connection
with the foregoing shall be paid by the Company.

(b) In the event the Bank or any Participant shall
receive and retain any payment, whether by set-off or
application of deposit balances or otherwise ("Set-off"), on
or in respect of any Loan or other obligation outstanding
under this Agreement or the other Loan Documents in excess of
its ratable share of payments on all such Loans and other
obligations then outstanding, then the Bank or such
Participant, as applicable, shall purchase for cash at face
value, but without recourse, ratably from each of the other
Participants or the Bank, as applicable, such amount of such
Loans and other obligations held by each such other party (or
interest therein) as shall be necessary to cause the Bank or
such Participant, as applicable, to share such excess payment
ratably with all the other Participants and the Bank;
provided, however, that if any such purchase is made by the
Bank or any Participant, and if such excess payment or part
thereof is thereafter recovered from such purchasing party,
the related purchases from the other Participants or the Bank,
as the case may be, shall be rescinded ratably and the
purchase price restored as to the portion of such excess
payment so recovered, but without interest. For purposes of
this Section 10.14(b), the Participants shall be treated as
parties to this Agreement."

Exhibits A, C, D and E and Schedule 7.12, inclusive of the
Credit Agreement shall each be amended, and as so amended shall be
restated in their entirety to read as set forth in Exhibits A, C, D and E
and Schedule 7.12, hereto, respectively.

The amendments reflected in the above and foregoing Amended
and Restated Credit Agreement shall not become effective unless and until
the following conditions precedent have been satisfied:

(a) The Company and the Bank shall have executed this
Amended and Restated Credit Agreement (such execution may be
in several counterparts and the several parties hereto may
execute on separate counterparts);

(b) The Bank shall have received the following (each to
be properly executed and completed) and the same shall have
been approved as to form and substance by the Bank:

(i) the Revolving Credit Note;

(ii) a Security Agreement Re: Inventory, Farm
Products and Receivables,

(iii) a Second Amended and Restated
Participation Agreement;

(iv) supplements to the existing Collateral
Documents to confirm and assure that the same secure the
various obligations of the Company under the Credit
Agreement as amended hereby;

(v) endorsements (or binding commitments therefor)
to each existing policy of title insurance insuring the
liens of those existing Collateral Documents creating
liens on real property to confirm that such policy
insures that such Collateral Documents, as supplemented
as contemplated by this Amended and Restated Credit
Agreement, secure the various obligations of the Company
under the Credit Agreement as amended and restated
hereby;

(vi) a Mortgage and Security Agreement with
Assignment of Rents from the Company covering the
Manitowish Waters ▇▇▇▇▇ (the "New Wisconsin Mortgage");

(vii) such financing statements relating to the
New Wisconsin Mortgage and the Security Agreement Re:
Inventory, Farm Products and Receivables as the Bank may
require;

(viii) a mortgagee's policy of title insurance
(or a binding commitment therefor) in the amount of
$12,750,000, with a waiver of coinsurance insuring the
liens of the New Wisconsin Mortgage to be a valid first
liens subject to no defects or objections which are
unacceptable to the Bank, together with such direct
access reinsurance agreements and endorsements (including
without limitation a revolving credit endorsement, a
letter of credit endorsement and doing business, usury
and zoning endorsements) as the Bank may require; and

(ix) copies (executed or certified, as may be
appropriate) of all legal documents or proceedings taken
in connection with the execution and delivery of this
Amended and Restated Credit Agreement and the other
instruments and documents contemplated hereby to the
extent the Bank or its counsel may reasonably request;

(c) Legal matters incident to the execution and
delivery of this Amendment and the other instruments and
documents contemplated hereby shall be satisfactory to the
Bank and its counsel; and the Bank shall have received the
favorable written opinion of counsel for the Company in form
and substance satisfactory to the Bank and its counsel;

(d) Each of the representations and warranties set
forth in Section 5 of the Credit Agreement shall be true and
correct;

(e) The Company shall be in full compliance with all of
the terms and conditions of the Credit Agreement and no Event
of Default or Default shall have occurred and be continuing
thereunder or shall result after giving effect to this Amended
and Restated Credit Agreement;

(f) The Company shall at the time all other conditions
precedent to the effectiveness of the above and foregoing
amendments have been satisfied be able to comply with the
conditions precedent to borrowing set forth in Section 6
hereof; and

(g) The Bank shall have received from the Company a
non-refundable closing fee in an amount agreed to by the Bank
and the Company.

The Company, by its execution of this Amended and Restated
Credit Agreement, hereby represents and warrants the following as of the
date hereof:

(a) each of the representations and warranties set
forth in Section 5 of the Amended and Restated Credit
Agreement is true and correct, except that the representations
and warranties made under Section 5.3 shall be deemed to refer
to the most recent financial statements furnished to the Bank
by the Company;

(b) the Company's Net Worth is at least $73,000,000;
and

(c) the Company is in full compliance with all of the
terms and conditions of the Amended and Restated Credit
Agreement and no Event of Default or Default has occurred and
is continuing thereunder.

Upon your acceptance hereof in the manner hereinafter set
forth, this Agreement shall be a contract between us for the purposes
hereinabove set forth.

Dated as of October 3, 1997.

Signature Page;
Northland Cranberries, Inc.

By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its Chief Executive Officer

Accepted and agreed to at Chicago, Illinois as of the day and
year last above written.

▇▇▇▇▇▇ Trust and Savings Bank

By /s/
Its Vice President

▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Agribusiness
Division

Exhibit A
Northland Cranberries, Inc. Revolving Credit Note

Chicago, Illinois
$75,000,000 October 3, 1997

On the Revolving Credit Termination Date (as defined in the
Credit Agreement referred to below), for value received, the undersigned,
Northland Cranberries, Inc., a Wisconsin corporation (the "Company"),
promises to pay to the order of ▇▇▇▇▇▇ Trust and Savings Bank (the
"Bank"), at the principal office of the Bank in Chicago, Illinois, the
principal sum of (i) Seventy-Five Million Dollars ($75,000,000), or (ii)
such lesser amount as may at the time of the maturity hereof, whether by
acceleration or otherwise, be the aggregate unpaid principal amount of all
loans owing from the Company to the Bank under the Revolving Credit
provided for in the Credit Agreement hereinafter mentioned.

This Note evidences indebtedness loans constituting part of a
"Domestic Rate Portion", Offered Rate Portions and "LIBOR Portions" as
such terms are defined in that certain Amended and Restated Credit
Agreement dated as of October 3, 1997 by and between the Company and
▇▇▇▇▇▇ Trust and Savings Bank (the "Credit Agreement") made and to be made
to the Company by the Bank under the Revolving Credit provided for under
the Credit Agreement and the Company hereby promises to pay interest at
the office specified above on each loan evidenced hereby at the rates and
times specified therefor in the Credit Agreement.

Each loan made under the Revolving Credit provided for in the
Credit Agreement by the Bank to the Company against this Note, any
repayment of principal hereon, the status of each such loan from time to
time as part of the Domestic Rate Portion, an Offered Rate Portion or an
LIBOR Portion and the interest rates and interest periods applicable
thereto shall be endorsed by the holder hereof on the reverse side of this
Note or recorded on the books and records of the holder hereof (provided
that such entries shall be endorsed on the reverse side hereof prior to
any negotiation hereof) and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
entries so endorsed on the reverse side hereof or recorded on the books
and records of the Bank shall be prima facie evidence of the unpaid
balance of this Note and the status of each loan from time to time as part
of a Domestic Rate Portion, an Offered Rate Portion or an LIBOR Portion
and the interest rates and interest periods applicable thereto, absent
manifest error.

This Note is issued by the Company under the terms and
provisions of the Credit Agreement and is secured by the Collateral
Documents (as defined in the Credit Agreement), including without
limitation a Security Agreements Re: Crops, from the Company, and this
Note and the holder hereof are entitled to all of the benefits and
security provided for thereby or referred to therein, to which reference
is hereby made for a statement thereof. This Note may be declared to be,
or be and become, due prior to its expressed maturity upon the occurrence
of an Event of Default specified in the Credit Agreement, voluntary
prepayments may be made hereon, and certain prepayments are required to be
made hereon, all in the events, on the terms and with the effects provided
in the Credit Agreement.

This Note is issued in substitution and replacement for, and
evidences in part the indebtedness previously evidenced by, that certain
Revolving Credit Note of the Company dated June 6, 1995 payable to the
order of the Bank in the face principal amount of $21,000,000 and that
certain Acquisition Credit Note of the Company dated June 6, 1995 payable
to the order of the Bank in the face principal amount of $18,000,000.

This Note shall be construed in accordance with, and governed
by, the internal laws of the State of Illinois without regard to
principles of conflict of law.

The Company hereby waives presentment for payment and demand.

Northland Cranberries, Inc.

By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its Chief Executive Officer

Exhibit C
Letter of Credit Agreement

Exhibit D
(To Be Retyped On Letterhead Of Counsel

And Dated As Of Date Of Closing)

__________________, 1997

▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Gentlemen:

We have served as counsel to Northland Cranberries, Inc., a
Wisconsin, corporation (the "Company"), in connection with a revolving,
term loan and acquisition credit facility being made available by you to
the Company. This opinion is delivered to you at the request of the
Company pursuant to the Amended and Restated Credit Agreement referred to
below.

As such counsel, we have supervised the taking of the
corporate proceedings necessary to authorize the execution and delivery
of, and have examined executed originals of, the following:

(a) Amended and Restated Credit Agreement by and
between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (herein,
the "Bank");

(b) Revolving Credit Note of the Company payable to the
order of the Bank in the principal sum of $75,000,000;

(c) Third Supplement to Mortgage and Security Agreement
with Assignment of Rents relating to the ▇▇▇▇▇▇ Division
property in ▇▇▇▇▇▇▇ County, Wisconsin;

(d) Third Supplement to Mortgage and Security Agreement
with Assignment of Rents relating to the Nekoosa and Biron
Divisions' property in Wood County, Wisconsin;

(e) Second Supplement to Mortgage and Security
Agreement with Assignment of Rents relating to property in
Juneau County, Wisconsin (Yellow River ▇▇▇▇▇);

(f) Second Supplement to Mortgage and Security
Agreement with Assignment of Rents relating to property in
Wood County, Wisconsin (▇▇▇▇▇ ▇▇▇▇▇);

(g) Second Supplement to Mortgage and Security
Agreement with Assignment of Rents relating to property in
Hanson, Massachusetts;

(h) First Supplement to Mortgage and Security Agreement
with Assignment of Rents relating to property in Juneau
County, Wisconsin (F ▇▇▇▇▇);

(i) First Supplement to Mortgage and Security Agreement
with Assignment of Rents relating to property in Price County,
Wisconsin (Fifield);

(j) Mortgage and Security Agreement with Assignment of
Rents relating to property in ___________ County, Wisconsin
from the Company to the Bank (Manitowish Waters ▇▇▇▇▇);

(k) Third Supplement to Security Agreement Re:
Equipment from the Company to the Bank;

(l) Third Supplement to Security Agreement Re: Crops
from the Company to the Bank;

(m) Security Agreement Re: Inventory, Farm Products and
Receivables from the Company to the Bank;

(n) three (3) UCC Financing Statements executed by
Company, as debtor, in favor of the Bank, as secured party,
with two to be filed in the office of the Wisconsin Secretary
of State and one to be recorded as a farm products filing in
the Recorder's Office of Wood County, Wisconsin.

The documents described above in subparagraphs (a) through (e) are
hereinafter collectively referred to as "Loan Documents". We have also
examined and are familiar with:

(i) A copy of the articles of incorporation of the
Company certified as of ______________, 19___ by the Secretary
of the State of Wisconsin;

(ii) Certificates dated _____________ from the Secretary
of the States of _____________ and ______________,
respectively, as to the good standing of the Company in those
states;

(iii) A copy of the by-laws of the Company certified by
the Secretary of the Company as being the by-laws of the
Company in effect at all times since ____________, 19___;

(iv) A copy certified by the Secretary of the Company of
certain resolutions adopted by the board of directors [and the
stockholders] of the Company; and

(v) [Identify any other matters or items pertaining to
organization, authority and good standing;]

Based upon the foregoing, we are of the opinion that:

1. The Company is a corporation duly organized and validly
existing and in good standing under the laws of the State of Wisconsin
with full and adequate corporate power and authority to carry on its
business as now conducted and is duly licensed or qualified and in good
standing in each jurisdiction wherein the conduct of its business or the
assets and properties owned or leased by it require such licensing or
qualification.

2. The Company has full right, power and authority to borrow
from you, to mortgage, pledge, assign and otherwise encumber its assets
and properties as collateral security for such borrowings, to execute and
deliver the Loan Documents executed by it and to observe and perform all
the matters and things therein provided for. The execution and delivery
of the Loan Documents executed by the Company does not, nor will the
observance or performance of any of the matters or things therein provided
for, contravene any provision of law or of the articles of incorporation,
charter or by-laws of the Company (there being no other agreements under
which the Company is organized) or, to the best of our knowledge after due
inquiry, of any covenant, indenture or agreement binding upon or affecting
the Company or any of its properties or assets.

3. The Loan Documents executed by the Company have been duly
authorized by all necessary corporate action (no stockholder approval
being required), have been executed and delivered by the proper officers
of the Company and constitute valid and binding agreements of the Company
enforceable against it in accordance with their respective terms, except
as such terms may be limited by bankruptcy, insolvency or similar laws and
legal or equitable principles affecting or limiting the enforcement of
creditors' rights generally.

4. No order, authorization, consent, license or exemption
of, or filing or registration with, any court or governmental department,
agency, instrumentality or regulatory body, whether local, state or
federal, is or will be required in connection with the lawful execution
and delivery of the Loan Documents or the observance and performance by
the Company of any of the terms thereof.

5. To the best of our knowledge after due inquiry, there is
no action, suit, proceeding or investigation at law or in equity before or
by any court or public body pending or threatened against or affecting the
Company or any of its assets and properties which, if adversely
determined, could result in any material adverse change in the properties,
business, operations or financial condition of the Company or in the value
of the collateral security for your loans and other credit accommodations
to the Company.

Exhibit E
Compliance Certificate

This Compliance Certificate is furnished to ▇▇▇▇▇▇ Trust and
Savings Bank (the "Bank") pursuant to that certain Amended and Restated
Credit Agreement dated as of October 3, 1997, by and between Northland
Cranberries, Inc. (the "Company") and the Bank (the "Credit Agreement").
Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Credit Agreement.

The Undersigned hereby certifies that:

1. I am the duly elected ____________________________ of the
Company;

2. I have reviewed the terms of the Credit Agreement and I
have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of the Company and its
Subsidiaries during the accounting period covered by the attached
financial statements;

3. The examinations described in paragraph 2 did not
disclose, and I have no knowledge of, the existence of any condition or
the occurrence of any event which constitutes a Default or Event of
Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate,
except as set forth below;

4. The financial statements required by Section 7.4 of the
Credit Agreement and being furnished to you concurrently with this
certificate are, to the best of my knowledge, true, correct and complete
as of the dates and for the periods covered thereby; and

5. The Attachment hereto sets forth financial data and
computations evidencing the Company's compliance with certain covenants of
the Credit Agreement, all of which data and computations are, to the best
of my knowledge, true, complete and correct and have been made in
accordance with the relevant Sections of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the period
during which it has existed and the action which the Company has taken, is
taking, or proposes to take with respect to each such condition or event:

_______________________________________________
_______________________________________________
_______________________________________________

The foregoing certifications, together with the computations
set forth in the Attachment hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered this
_________ day of __________________ 19___.

,
(Type or Print Name) (Title)

Attachment to Compliance Certificate
Northland Cranberries, Inc.

Compliance Calculations for Amended and Restated Credit Agreement
Dated as of October 3, 1997
Calculations as of _____________, 19___

A. Net Worth (Section 7.8)

1. Net Worth as defined $_________
=========
2. As listed in Section 7.8, for the date of this
Certificate, Net Worth must be in an amount not
less than $_________
=========
3. Company is in compliance?
(Circle yes or no) Yes/No
=========
B. Fixed Charge Coverage Ratio (Section 7.9)

1. Net Income _______

2. Sum of

a. Increase in Deferred Taxes ________
b. Depreciation expense ________
c. Amortization expense ________
d. Interest Expense ________

Sum of Lines 2a-2d ________

3. Sum of Lines 1 and 2 ________

4. Interest Expense ________

5. Scheduled payments of principal on long term debt ________

6. Sum of Lines 4 and 5 ________

7. Ratio of Line 3 to Line 6 ______:1
("Fixed Charge Coverage Ratio") ========

8. As listed in Section 7.9, for the date of
this Certificate, Fixed Charge Coverage Ratio must
be in an amount not less than ______:1
========
9. Company is in compliance? Yes/No
(Circle Yes or No)

C. Funded Debt to Net Worth Ratio (Section 7.10)

1. Funded Debt as defined ________

2. Net Worth ________
(Line A1)

3. Ratio of Line 1 to Line 2 ______:1
("Funded Debt to Net Worth Ratio") ========

4. As listed in Section 7.10, for the date of this
Certificate, Funded Debt to Net Worth must be in
an amount not greater than ______:1
========
5. Company is in compliance? Yes/No
(Circle Yes or No) ========

D. Net Income (Section 7.11)

1. Net Income (loss) as defined $________
========
2. Net loss must not exceed $( )
========
3. Company is in compliance? Yes/No
(Circle Yes or No) ========

E. Senior Funded Debt Ratio (commencing May 31, 1998)

1. Senior Funded Debt $________

2. EBITDA $________
========
3. Ratio of Line 1 to Line 2 ______:1
========
4. For purposes of determining the Applicable
Margins, the ratio set forth on Line 3 above
indicates pricing at Level ____
==========

Schedule 7.12

Permitted Liens

Amended and Restated Credit Agreement Between Northland Cranberries, Inc. and Harris Trust and Savings Bank Dated as of October 3, 1997

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