EXHIBIT 10.42


                                SECOND AMENDMENT
                                       TO

                                CREDIT AGREEMENT
                                   (TERM LOAN)

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (Term Loan) ("AMENDMENT
AGREEMENT") is made May 23, 2000, to be effective as of the Effective Date ,by
and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
("BORROWER"), CoBank, ACB ("COBANK") as Co-Lead Arranger, and as the
Administrative Agent for the benefit of the present and future Syndication
Parties (in that capacity "ADMINISTRATIVE AGENT"), St. Paul Bank for
Cooperatives ("ST. PAUL Bank"), as Co-Lead Arranger, and the Syndication Parties
signatory hereto, including CoBank and St. Paul Bank in such capacity (each a
"SYNDICATION PARTY" and collectively, the "SYNDICATION PARTIES").

                                    RECITALS

         A. Borrower, CoBank, St. Paul Bank, and the Syndication Parties entered
into a Credit Agreement (Term Loan) (as amended, the "CREDIT AGREEMENT") dated
as of June 1, 1998.

         B. The Credit Agreement was amended by the First Amendment to Credit
Agreement (Term Loan) effective as of May 31, 1999 ("FIRST AMENDMENT").

         C. CoBank is the successor by merger to the interests and obligations
of St. Paul Bank under the Credit Agreement.

         D. The parties hereto desire to amend the Credit Agreement as
hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used herein without definition shall have the
definition given to them in the Credit Agreement if defined therein.

2. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit
Agreement shall be amended as follows as of the Effective Date:

         2.1 The amount of the Fin-Ag, Inc. loan exception set forth in Section
10.6(d) is increased from $60,000,000 to $75,000,000.

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4. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that,
after giving effect to this Amendment Agreement and the transactions
contemplated hereby, no Potential Default or Event of Default has occurred and
is continuing under the Credit Agreement or other Loan Documents.

5. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 25,
2000 ("EFFECTIVE DATE"), so long as on or before that date the Administrative
Agent receives an original copy of this Amendment Agreement (or original
counterparts thereof) duly executed by each party hereto. Upon the satisfaction
of all conditions precedent hereto, the Administrative Agent will notify each
party hereto in writing and will provide copies of all appropriate documentation
in connection herewith.

6. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative
Agent on demand for all out-of-pocket costs, expenses and charges (including,
without limitation, all fees and charges of external legal counsel for the
Administrative Agent) incurred by the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.

7. GENERAL PROVISIONS.

         7.1 Borrower agrees to execute such additional documents as the
Administrative Agent may require to carry out or evidence the purposes of this
Amendment Agreement.

         7.2 The execution, delivery and effectiveness of this Amendment
Agreement shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Syndication Party under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents, and the
Credit Agreement, as expressly modified hereby, and each other Loan Document are
hereby ratified and confirmed and shall continue in full force and effect and be
binding upon the parties thereto. Any direct or indirect reference in the Loan
Documents to the "Credit Agreement" shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment Agreement.

8. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

9. COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts and by different parties to this Amendment Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


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         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Credit Agreement (Term Loan) to be executed by their duly
authorized officers as of the Effective Date.

                                       BORROWER:

                                       CENEX HARVEST STATES COOPERATIVES, a
                                       cooperative corporation formed under the
                                       laws of the State of Minnesota


                                       By:
                                           -------------------------------------
                                       Name: John Schmitz
                                       Title: Chief Financial Officer

                                       ADMINISTRATIVE AGENT:

                                       COBANK, ACB


                                       By:
                                           -------------------------------------
                                       Name: Greg Somerhalder
                                       Title: Vice President


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                                       SYNDICATION PARTIES:

                                       COBANK, ACB


                                       By:
                                           -------------------------------------
                                       Name: Greg Somerhalder
                                       Title: Vice President

                                       Contact Name: Greg Somerhalder
                                       Title: Vice President
                                       Address:   5500 South Quebec Street
                                                  Englewood, CO 80111
                                       Phone No.: 303/694-5838
                                       Fax No.: 303/694-5830

                                       Payment Instructions:
                                              CoBank, ACB
                                              ABA No.: 307088754
                                              Acct. Name: CoBank, ACB
                                              Account No.: 22274433
                                              Attn: Marshall Allen
                                              Reference: Cenex Harvest States


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