EXHIBIT 10.AJ




<PAGE>


            FIRST AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-
            --------------------------------------------------------
                         IN-POSSESSION CREDIT AGREEMENT
                         ------------------------------

     FIRST AMENDMENT,  dated as of November 14, 2002 (this "Amendment"),  to the
                                                            ---------
DIP  Credit  Agreement   referred  to  below  among  AGWAY,   INC.,  a  Delaware
corporation,  FEED COMMODITIES  INTERNATIONAL  LLC, a Delaware limited liability
company, BRUBAKER AGRONOMIC CONSULTING SERVICE LLC, a Delaware limited liability
company, AGWAY GENERAL AGENCY, INC., a New York corporation, COUNTRY BEST ADAMS,
LLC, a Delaware limited liability company,  COUNTRY BEST-DEBERRY LLC, a Delaware
limited  liability  company,  AGWAY  ENERGY  PRODUCTS  LLC, a  Delaware  limited
liability  company,  AGWAY  ENERGY  SERVICES-PA,   INC.  ("AESPA"),  a  Delaware
                                                         ---------
corporation, and AGWAY ENERGY SERVICES, INC. ("AES"), a Delaware corporation, as
                                               ---
Borrowers (the  "Borrowers"),  THE OTHER CREDIT PARTIES  SIGNATORY  THERETO (the
                 ---------
"Credit  Parties"),  the  lenders  signatory  thereto  from  time to  time  (the
 ---------------
"Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION,  as Agent ("Agent") and as
 -------                                                          -----
a Lender.

                               W I T N E S S E T H
                               -------------------

               WHEREAS, Borrowers, the Credit Parties, the Lenders and Agent are
parties to that  certain  Senior  Secured,  Super-Priority  Debtor-in-Possession
Credit Agreement,  dated as of October 4, 2002 (including all annexes,  exhibits
and schedules thereto,  and as amended,  supplemented or otherwise modified from
time to time, the "DIP Credit Agreement"); and
                   --------------------

               WHEREAS,  the  Agent  and  Lenders  have  agreed to amend the DIP
Credit Agreement,  in the manner, and on the terms and conditions,  provided for
herein;

               NOW  THEREFORE,  in  consideration  of the premises and for other
good and valuable consideration,  the receipt, adequacy and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

               1.  Definitions.  Capitalized  terms not otherwise defined herein
                   -----------
shall have the meanings  ascribed to them in the DIP Credit Agreement or Annex A
                                                                         -------
thereto.

               2. Section 3.28(e) of the DIP Credit  Agreement is hereby amended
as of the Amendment  Effective Date by deleting such section in its entirety and
inserting in lieu thereof the following new section to read as follows:

               "(e) Notwithstanding the provisions of Section 362
               of the Bankruptcy Code, upon the maturity (whether
               by  acceleration  or  otherwise)  of  any  of  the
               Obligations,  Agent and Lenders  shall be entitled
               to  immediate  payment  of  such  Obligations  and
<PAGE>

               subject to Section  8.2(b) of this  Agreement,  to
               enforce the remedies provided for hereunder."

               3.  Section  8.1(p)(vii)  of the DIP Credit  Agreement  is hereby
amended as of the  Amendment  Effective  Date by  deleting  such  section in its
entirety  and  inserting in lieu  thereof the  following  new section to read as
follows:

               "(vii) the  allowance of any claim or claims under
               Section 506(c) of the  Bankruptcy  Code against or
               with  respect to any of the  Collateral,  provided
               however, the allowance of any such claim or claims
               under Section 506(c) of the Bankruptcy  Code shall
               not  constitute  an Event of Default if such claim
               is  sought  (i)  after the  Lenders  cease  making
               advances  to  the  Debtor  Borrowers  due  to  the
               occurrence  of an Event of  Default,  and (ii) for
               debts  or  obligations  of  the  Debtor  Borrowers
               incurred  after the  Petition  Date but before the
               occurrence  of the Event of Default  and  provided
               further  that (w) the  Debtor  Borrowers  actually
               received  the benefit of goods or services  (other
               than  professional  fees) after the Petition Date,
               (x) the provider of such goods or services has not
               been  paid,   (y)  such  goods  or  services  were
               provided in good faith and in the ordinary  course
               of the Debtors' business, and (z) the surcharge or
               attempted  surcharge is consistent with applicable
               law under Section 506(c) of the Bankruptcy Code."

               4. Section  8.2(b) of the DIP Credit  Agreement is hereby amended
as of the Amendment  Effective Date by deleting such section in its entirety and
inserting in lieu thereof the following new section to read as follows:

               "(b) If any Event of Default has  occurred  and is
               continuing,  Agent may (and at the written request
               of  the  Requisite  Lenders  shall):  (A)  without
               notice:  (i) terminate the Revolving Loan facility
               with respect to further Advances or the incurrence
               of  further  Letter  of Credit  Obligations;  (ii)
               declare  all or any  portion  of the  Obligations,
               including  all or any  portion  of any  Loan to be
               forthwith  due and  payable,  and require that the
               Letter    of    Credit    Obligations    be   cash
               collateralized as provided in Annex B, all without
                                             -------
               presentment,  demand, protest or further notice of
               any  kind,  all of which are  expressly  waived by
               Borrowers  and each other  Credit  Party;  and (B)
               after Agent has obtained relief from the automatic

<PAGE>

               stay  following  three (3) Business Days notice to
               the Debtor  Borrowers and counsel  approved by the
               Bankruptcy   Court  for  the   Committee   and  an
               opportunity for a hearing, exercise any rights and
               remedies   provided   to  Agent   under  the  Loan
               Documents  or at  law  or  equity,  including  all
               remedies  provided  under the Code and pursuant to
               the Interim  Order and the Final  Order.  Upon the
               occurrence of an Event of Default and the exercise
               by Lenders of their rights and remedies under this
               Agreement and the other Loan Documents,  Borrowers
               shall assist  Lenders in effecting a sale or other
               disposition of the  Collateral  upon such terms as
               are designed to maximize  the proceeds  obtainable
               from such sale or other disposition."

               5. Section 11.19 of the DIP Credit Agreement is hereby amended as
of the  Amendment  Effective  Date by deleting  such section in its entirety and
inserting in lieu thereof the following new section to read as follows:

                  "11.19 Pre-Petition Loan Agreement. Borrowers hereby agree
                         ---------------------------
                  that (i) this Agreement is separate and distinct from the
                  Pre-Petition Loan Agreement and (ii) the Pre-Petition Loan
                  Agreement is in full force and effect. Borrowers further agree
                  that by entering into this Agreement, Lenders do not waive any
                  Default or Event of Default under the Pre-Petition Loan
                  Agreement. Notwithstanding anything to the contrary herein,
                  Agent and Lenders hereby waive as of September 30, 2002
                  compliance now and in the future with the financial covenants
                  set forth in Annex G of the Pre-Petition Loan Agreement. For
                  purposes of clarity, the parties hereto agree that Annex G of
                  this Agreement supercedes Annex G to the Pre-Petition Loan
                  Agreement."

               6. Representations and Warranties. To induce Agent and Lenders to
                  ------------------------------
enter into this Amendment, Borrowers hereby represent and warrant that:

                    (a) The execution,  delivery and performance by Borrowers of
this Amendment (i) are within Borrowers'  respective  corporate powers, (ii) has
been duly authorized by all necessary corporate and shareholder action, (iii) is
not in  contravention  of any provision of any  Borrower's  charter or bylaws or
equivalent   organizational   documents,  (iv)  does  not  violate  any  law  or
regulation,  or any order or decree of any court or Governmental Authority,  (v)
does not conflict with or result in the breach or termination  of,  constitute a
default  under or  accelerate  or permit  the  acceleration  of any  performance
required by, any indenture,  mortgage,  deed of trust, lease, agreement or other
instrument  to which any  Borrower is a party or by which any Borrower or any of
<PAGE>

its property is bound;  and (vi) does not require the consent or approval of any
Governmental Authority or any other Person.

                    (b) This  Amendment  has been duly executed and delivered by
or on behalf of Borrowers.

                    (c) This  Amendment  constitutes a legal,  valid and binding
obligation of Borrowers, enforceable against each of them in accordance with its
terms.

                    (d) No Default has occurred and is  continuing  after giving
effect to this Amendment.

                    (e) No action, claim or proceeding is now pending or, to the
knowledge  of  Borrowers,  threatened  against  Borrowers,  at law, in equity or
otherwise, before any court, board, commission, agency or instrumentality of any
federal,  state, or local government or of any agency or subdivision thereof, or
before any  arbitrator  or panel of  arbitrators,  which  challenges  Borrowers'
right,  power,  or  competence  to enter into this  Amendment  or, to the extent
applicable,  perform  any of their  obligations  under this  Amendment,  the DIP
Credit Agreement or any other Loan Document,  or the validity or  enforceability
of this  Amendment,  the DIP Credit  Agreement or any other Loan  Document or an
action taken under this  Amendment,  the DIP Credit  Agreement or any other Loan
Document or except for items on Disclosure Schedule (3.13),  which if determined
                                --------------------------
adversely,  is reasonably  likely to have or result in a Material Adverse Effect
after giving effect to this Amendment.  Except for items on Disclosure  Schedule
                                                            --------------------
(3.13),  to the  knowledge of  Borrowers,  there does not exist a state of facts
------
which is reasonably likely to give rise to such proceedings.

                    (f) The  representations  and  warranties  of the  Borrowers
contained in the DIP Credit Agreement and each other Loan Document shall be true
and correct on and as of the Amendment  Effective Date (as hereinafter  defined)
with the same effect as if such  representations and warranties had been made on
and as of such date,  except that any such  representation  or warranty which is
expressly made only as of a specified date need be true only as of such date.

               7. No Other  Amendments/Waivers.  Except  as  expressly  provided
                  ----------------------------
herein,  (i) the DIP Credit  Agreement shall be unmodified and shall continue to
be in full force and effect in accordance with its terms and (ii) this Amendment
shall not be deemed a waiver of any term or condition  of any Loan  Document and
shall  not be  deemed to  prejudice  any right or rights  which the Agent or any
Lender may now have or may have in the future  under or in  connection  with any
Loan Document or any of the  instruments or agreements  referred to therein,  as
the same may be amended from time to time.

               8. Outstanding Indebtedness;  Waiver of Claims. Each of Borrowers
                  -------------------------------------------
and other Credit Parties hereby  acknowledges and agrees that as of November 13,
<PAGE>

2002  the  aggregate  outstanding  principal  amount  of the  Revolving  Loan is
$58,746,898.45 and that such  principal  amount is payable  pursuant  to the DIP
Credit Agreement without defense, offset, withholding, counterclaim or deduction
of any kind.  Borrowers  and each other Credit Party  hereby  waives,  releases,
remises and forever discharges Agent,  Lenders and each other Indemnified Person
from any and all claims, suits, actions, investigations,  proceedings or demands
arising out of or in  connection  with the DIP Credit  Agreement  (collectively,
"Claims"),  whether  based  in  contract,  tort, implied  or  express  warranty,
 ------
strict  liability,  criminal  or  civil  statute  or  common  law of any kind or
character,  known or unknown,  which any Borrower or any other Credit Party ever
had, now has or might  hereafter  have against Agent or Lenders  which  relates,
directly or indirectly,  to any acts or omissions of Agent, Lenders or any other
Indemnified  Person on or prior to the Amendment  Effective Date (as hereinafter
defined), provided, that no Borrower nor any other Credit Party waives any Claim
          --------
solely to the extent  such Claim  relates to the Agent's or any  Lender's  gross
negligence or willful misconduct.

               9.  Expenses.   Borrowers  hereby  reconfirm  their   obligations
                   --------
pursuant  to  Sections  1.9  and  11.3 of the DIP  Credit  Agreement  to pay and
              -------------       ----
reimburse  Agent  and  the  Lenders  for  all  reasonable   costs  and  expenses
(including,  without  limitation,   reasonable  fees  of  counsel)  incurred  in
connection  with the  negotiation,  preparation,  execution and delivery of this
Amendment  and all other  documents  and  instruments  delivered  in  connection
herewith.

               10.  Effectiveness.  This Amendment shall become  effective as of
                    -------------
November 14, 2002 (the  "Amendment  Effective  Date") only upon  satisfaction in
full in the judgment of Agent of each of the following conditions:

                    (a)  Amendment.  Agent shall have  received six (6) original
                         ---------
copies of this  Amendment  duly executed and  delivered by Agent,  the Requisite
Lenders and Borrowers.

                    (b) Payment of Expenses.  Borrowers shall have paid to Agent
                        -------------------
all costs,  fees and expenses  owing in connection  with this  Amendment and the
other Loan Documents and due to Agent (including, without limitation, reasonable
legal fees and expenses).

                    (c) Representations and Warranties.  The representations and
                        ------------------------------
warranties of or on behalf of the Borrowers in this Amendment  shall be true and
correct on and as of the Amendment Effective Date.

               11.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND
                    --------------
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE>


               12.  Counterparts.  This Amendment may be executed by the parties
                    ------------
hereto on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

                            (SIGNATURE PAGE FOLLOWS)



<PAGE>


               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered as of the day and year first above written.

                          BORROWERS


                          AGWAY, INC.
                          FEED COMMODITIES INTERNATIONAL LLC
                          BRUBAKER AGRONOMIC CONSULTING SERVICE LLC
                          COUNTRY BEST-DEBERRY LLC
                          AGWAY ENERGY PRODUCTS LLC
                          AGWAY ENERGY SERVICES-PA, INC.
                          AGWAY ENERGY SERVICES, INC.
                          COUNTRY BEST ADAMS, LLC
                          AGWAY GENERAL AGENCY, INC.


                          By:        /s/ Karen J. Ohliger
                                    --------------------------------------------
                          Name:          Karen J. Ohliger
                                    --------------------------------------------
                          Title:         Treasurer
                                    --------------------------------------------



<PAGE>





                          LENDERS

                          COBANK, ACB


                          By:       /s/ Kenneth E. Hide
                                    --------------------------------------------
                          Name:         Kenneth E. Hide
                                    --------------------------------------------
                          Title:        Vice-President
                                    --------------------------------------------


                          COOPERATIEVE CENTRALE
                          RAIFFEISEN-BOERENLEENBANK
                          B.A., "Rabobank Nederland" New York
                          Branch


                          By:
                                    --------------------------------------------
                          Name:
                                    --------------------------------------------
                          Title:
                                    --------------------------------------------


                          GMAC BUSINESS CREDIT, LLC


                          By:
                                    --------------------------------------------
                          Name:
                                    --------------------------------------------
                          Title:
                                    --------------------------------------------


                          GENERAL ELECTRIC CAPITAL
                          CORPORATION, as Agent and Lender


                          By:       /s/ James DeSantis
                                    --------------------------------------------
                          Name:         James DeSantis
                                    --------------------------------------------
                          Title:    Its Duty Authorized Signatory