THIRD AMENDMENT AND WAIVER
                               TO CREDIT AGREEMENT
                               -------------------


                  THIRD AMENDMENT AND WAIVER, dated as of April 3, 2002, to  the
Credit  Agreement  referred to below (this  "Amendment")  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 ("AEP"),  Agway Energy  Services-PA,  Inc., a Delaware
                            ---
corporation,  and Agway  Energy  Services,  Inc., a Delaware  corporation,  (the
foregoing  entities  are  sometimes  collectively  referred  to  herein  as  the
"Borrowers"  and  individually  as  a  "Borrower");  the  other  Credit  Parties
 ---------                              --------
signatory hereto;  GENERAL ELECTRIC CAPITAL CORPORATION,  a Delaware corporation
(in its individual capacity, "GE Capital"),  for itself, as Lender, and as Agent
                              ----------
for Lenders, and the other Lenders signatory hereto from time to time.

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

                  WHEREAS,  Borrowers,  the  other  Credit   Parties   signatory
thereto, Agent, and Lenders signatory thereto are parties to that certain Credit
Agreement,  dated as of March 28, 2001  (including  all  annexes,  exhibits  and
schedules thereto, and as amended, restated,  supplemented or otherwise modified
from time to time, the "Credit Agreement"); and
                        ----------------

                  WHEREAS, Agent and Lenders have  agreed  to  amend  and  waive
certain provisions of the 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 hereby agree as follows:

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


        2.       Waiver.          The parties  hereto acknowledge that Borrowers
                 ------
failed to comply with  the  following  covenants set  forth  in Section 6.10 and
                                                                ------------
Annex G of the Credit Agreement for the Fiscal Quarter ending March 31, 2002:
-------

                (a)      Minimum EBITDA (Agway Operations);

                (b)      Minimum EBITDA (Agriculture);

                (c)      Minimum EBITDA (Country Products);

<PAGE>

                (d)      Minimum EBITDA (Energy); and

                (e)      Minimum Senior Interest Coverage Ratio.

                 Agent and Lenders  hereby waive as of  the  Amendment Effective
Date all Events of Default arising solely from Borrowers' failure to comply with
such covenants for the Fiscal Quarter ending March 31, 2002.

        3.       Section 1.4 of the Credit Agreement is hereby amended as of the
                 -----------
Amendment  Effective Date by deleting in clause (D) the phrase "Four Hundred and
Fifty Five Million Dollars ($455,000,000)" and inserting in  lieu  thereof "Four
Hundred and Fifty Million Dollars ($450,000,000)".

        4.       Section 1.5(a) of the 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:

          "(a) Borrowers shall pay interest to Agent, for the ratable benefit of
          Lenders  in  accordance  with the  various  Loans  being  made by each
          Lender,  in arrears on each applicable  Interest  Payment Date, at the
          following  rates:  (i) with respect to the Revolving  Credit Advances,
          the Index Rate plus the Applicable Revolver Index Margin per annum or,
          at the election of Borrower Representative,  the applicable LIBOR Rate
          plus the  Applicable  Revolver  LIBOR  Margin per annum,  based on the
          aggregate Revolving Credit Advances outstanding from time to time; and
          (ii) with  respect  to the Swing  Line  Loan,  the Index Rate plus the
          Applicable Revolver Index Margin per annum:

          The Applicable Margins are as follows:

                Applicable Revolver Index Margin            2.50%

                Applicable Revolver LIBOR Margin            4.00%

                Applicable L/C Margin                       4.00%

                Applicable Unused Line Fee Margin           0.375%"



        5.      Section 5.11 of the 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:

        "Section 5.11 Subordinated Indebtedness and Preferred Stock.   Borrowers
         ------------ ---------------------------------------------
         shall  have   at  the  following  times  outstanding  Preferred  Stock,


                                       2
<PAGE>

         Subordinated Debt and outstanding notes under the Milford Note  Program
         no less than,  in the  aggregate  principal  amount,  (i) Four  Hundred
         Fifty Million Dollars ($450,000,000) for the period  February 1 through
         October 31 of any Fiscal Year, (ii) Four Hundred Forty Million  Dollars
         ($440,000,000)  for the period  November 1 through  December 31 of  any
         Fiscal  Year;  and (iii)  Four  Hundred  Forty  Five  Million   Dollars
         ($445,000,000)  for the period  January 1,  through  January 31 of  any
         Fiscal Year."

        6.      Section 6.14 of the Credit Agreement is hereby amended as of the
                ------------
         Amendment  Effective  Date by  deleting  in clause  (D) of the  second
         proviso  the phrase   "Four  Hundred  and Fifty Five  Million  Dollars"
         ($455,000,000)  and   inserting in lieu thereof "Four Hundred and Fifty
         Million Dollars ($450,000,000)".

        7.      Annex A of the Credit  Agreement  is  hereby  amended as of the
                -------
Amendment Effective Date by:


        (a)     deleting the definition of "Commitments" and  inserting in  lieu
thereof:

                "`Commitments'" means (a) as to any Lender, the
                 -------------
          aggregate  of  such  Lender's  Revolving  Loan  Commitment  (including
          without duplication the Swing Line Lender's Swing Line Commitment as a
          subset of its Revolving  Loan  Commitment)  as set forth on Annex J to
                                                                      -------
          the Agreement or in the most recent Assignment  Agreement  executed by
          such Lender and (b) as to all Lenders,  the  aggregate of all Lenders'
          Revolving Loan Commitments  (including  without  duplication the Swing
          Line Lender's Swing Line  Commitment as a subset of its Revolving Loan
          Commitment),  which  aggregate  commitment  shall be One Hundred Fifty
          Million  Dollars  ($150,000,000)  on the Amendment  Effective Date (as
          defined in the Third Amendment and Waiver to Credit Agreement dated as
          of  April  3,  2002),  as to each of  clauses  (a)  and  (b),  as such
          Commitments may be reduced, amortized or adjusted from time to time in
          accordance with the Agreement."

        (b)      deleting  the  definition  of "Revolving  Loan  Commitment" and
inserting in lieu thereof:

          "'Revolving Loan Commitment' means (a) as to any Lender, the aggregate
           ---------------------------
          commitment of such Lender to make Revolving  Credit  Advances or incur
          Letter of Credit  Obligations as set forth on Annex J to the Agreement
                                                        -------
          or in the most recent Assignment Agreement executed by such Lender and
          (b) as to all Lenders, the aggregate commitment of all Lenders to make


                                       3

<PAGE>

          Revolving Credit Advances or incur Letter of Credit Obligations, which
          aggregate  commitment  shall  be One  Hundred  Fifty  Million  Dollars
          ($150,000,000)  on the  Amendment  Effective  Date (as  defined in the
          Third  Amendment and Waiver to Credit  Agreement  dated as of April 3,
          2002), as such amount may be adjusted, if at all, from time to time in
          accordance with the Agreement."

        8.      Annex G  of  the  Credit Agreement  is  hereby amended as of the
                -------
Amendment Effective Date by deleting such Annex in its entirety and replacing it
with a new Annex G attached hereto as Exhibit A.
           -------                    ---------

        9.      Annex J  of  the  Credit Agreement is  hereby  amended as of the
                -------
Amendment Effective Date by deleting such Annex in its entirety and replacing it
with a new Annex J attached hereto as Exhibit B.
           -------                    ----------

       10.      Disclosure  Schedule (5.1) is hereby amended and supplemented by
                ---------------------------
inserting  as  an  assumed  name  under  Agway,   Inc.,   the  trade  name  "CPG
Technologies"  registered  in the states of  California,  Florida,  New York and
Pennsylvania.

       11.      Amendment Fee.   To  induce Agent and Lenders to enter into this
                -------------
Amendment,   Borrowers  hereby agree  to  pay Agent, for the  ratable benefit of
Lenders, an amendment fee in the amount  of  $200,000 in  immediately  available
funds,  payable on the  AmendmentEffective Date.

       12.      Representations and Warranties.  To induce Agent and  Lenders to
                ------------------------------
enter  into  this  Amendment, Borrowers  make  the following representations and
warranties to Agent and Lenders:

                (a) The execution, delivery and  performance of  this  Amendment
and  the  performance  of the Credit Agreement, as  amended  by  this  Amendment
(the "Amended Credit Agreement"), by Borrowers: (a)  are within  each Borrower's
      ------------------------
organizational  power; (b) have  been duly authorized by all necessary or proper
corporate and shareholder action; (c) do not  contravene  any  provision  of any
Borrower's charter or bylaws or equivalent organizational documents; (d) do  not
violate   any  law  or  regulation,  or  any  order  or  decree  of any court or
Governmental  Authority;  (e) do 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 its property is bound;  (f) do not result in the
creation or  imposition  of any Lien upon any of the  property  of any  Borrower
other than those in favor of Agent  pursuant to the Loan  Documents;  and (g) do
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.


                                       4
<PAGE>

                (c) Each of this Amendment  and  the  Amended  Credit  Agreement
constitutes  a legal, valid and binding obligation of each Borrower and each  of
the other Credit Parties  party  thereto, enforceable against each in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
creditors'  rights  generally  and  by  general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).

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

                (e) No   action,   claim,   lawsuit,  demand,  investigation  or
proceeding is now pending or, to the  knowledge of any Credit Party,  threatened
against  any Credit  Party,  at law, in equity or  otherwise,  before any court,
board,  commission,  agency or instrumentality of any Governmental Authority, or
before  any  arbitrator  or panel  of  arbitrators,  (i)  which  challenges  any
Borrower's or, to the extent applicable,  any other Credit Party's right, power,
or  competence to enter into this  Amendment or perform any of their  respective
obligations under this Amendment, the Amended Credit Agreement or any other Loan
Document,  or the  validity or  enforceability  of this  Amendment,  the Amended
Credit  Agreement  or any other Loan  Document  or any action  taken  under this
Amendment,  the  Amended  Credit  Agreement  or any other Loan  Document or (ii)
except for items on Disclosure  Schedule (3.13) or  notifications  sent to Agent
                    ---------------------------
since the Closing Date, which if determined  adversely,  is reasonably likely to
have or result in a Material  Adverse  Effect.  Except  for items on  Disclosure
                                                                      ----------
Schedule  (3.13) or  notifications  sent to Agent since the Closing Date, to the
----------------
knowledge  of each  Borrower,  there  does not  exist a state of facts  which is
reasonably likely to give rise to such proceedings.

                (f) The representations and  warranties of each Borrower and the
other  Credit  Parties  contained  in the Credit  Agreement  and each other Loan
Document  shall be true and correct on and as of the  Amendment  Effective  Date
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.

       13.      No Other Amendments/Waivers. Except as expressly amended herein,
                ---------------------------
the Credit  Agreement and the other Loan Documents shall be unmodified and shall
continue  to be in full force and effect in  accordance  with  their  terms.  In
addition,  except as specifically  provided herein,  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 Agent, for itself and Lenders, 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.



                                       5
<PAGE>


       14.      Outstanding  Indebtedness; Waiver  of  Claims. Each Borrower and
                ---------------------------------------------
the other Credit Parties hereby acknowledges and agrees that as of April 3, 2002
the  aggregate   outstanding   principal   amount  of  the  Revolving   Loan  is
$16,268,447.69  and that such principal amount is payable pursuant to the 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 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, 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.

       15.      Expenses.  Each  Borrower  and  the other  Credit Parties hereby
                --------
reconfirms its respective  obligations  pursuant to Sections 1.9 and 11.3 of the
                                                    -------------    ----
Credit Agreement and pursuant to the GE Capital Fee Letter, to pay and reimburse
Agent, for itself and 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.

      16.       Effectiveness. This Amendment shall become effective as of April
                -------------
3, 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  Credit  Parties in this  Amendment  shall be
shall be true and correct on and as of the Amendment Effective Date.

      17.       GOVERNING LAW.  THIS   AMENDMENT  SHALL  BE   GOVERNED  BY,  AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



                                       6
<PAGE>


      18.       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 PAGES FOLLOW]


                                       7
<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



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



                            AGWAY GENERAL AGENCY, INC.


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



                            LENDERS

                            COBANK, ACB


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




<PAGE>


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


                            By:     /s/ Floyd Smith
                                    --------------------------------------------
                            Name:       Floyd Smith
                                    --------------------------------------------
                            Title:      Vice President
                                    --------------------------------------------

                            By:     /s/ Ian Reece
                                    --------------------------------------------
                            Name:       Ian Reece
                                    --------------------------------------------
                            Title:      Managing Director
                                    --------------------------------------------


                            GMAC BUSINESS CREDIT, LLC


                            By:     /s/ Charles Stephenson
                                    --------------------------------------------
                            Name:       Charles Stephenson
                                    --------------------------------------------
                            Title:      SVP Portfolio Management
                                    --------------------------------------------


                            GENERAL ELECTRIC CAPITAL CORPORATION, as
                            Agent and Lender


                            By:     /s/ Pieter H. Smit
                                    --------------------------------------------
                            Name:       Pieter H. Smit
                                    --------------------------------------------
                            Title:  Its Duty Authorized Signatory








<PAGE>



                                                                      Exhibit  A
                                                                      ----------

                             ANNEX G (Section 6.10)
                                      ------------
                                       to
                                CREDIT AGREEMENT
                                ----------------

                               FINANCIAL COVENANTS
                               -------------------

         Borrowers  shall not breach or fail to comply with any of the following
financial covenants, each of which shall be calculated  in  accordance with GAAP
consistently applied:

        (a)     Maximum Capital Expenditures. Borrowers  and  their Subsidiaries
                ----------------------------
(excluding  all Telmark Entities, Agway  Insurance  Company  and  all  of  their
respective  Subsidiaries)  on  a  consolidated  basis  shall  not  make  Capital
Expenditures  during the  following  periods  that exceed in the  aggregate  the
amounts set forth opposite each of such periods:

              Period                     Maximum Capital Expenditures per Period
              ------                     ---------------------------------------
December 23, 2000 through June 30, 2001              $ 12,000,000
Fiscal Year ending June 30, 2002                       13,000,000
Fiscal Year ending June 30, 2003                       13,100,000
June 30, 2003 through March 31, 2004                   12,000,000


        (b)     Minimum Fixed Charge Coverage Ratio.   Borrowers    and    their
                -----------------------------------
Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of
their respective  Subsidiaries) shall have on a consolidated basis at the end of
each Fiscal  Quarter set forth  below,  a Fixed  Charge  Coverage  Ratio for the
12-month period then ended not less than the following:

     0.50x for the Fiscal Quarter ending September 30, 2002;
     -----
     0.55x for the Fiscal Quarter ending December 31, 2002;
     -----
     0.60x for the Fiscal Quarter ending March 31, 2003;
     -----
     0.65x for the Fiscal Quarter ending June 30, 2003;
     -----
     0.65x for the Fiscal Quarter ending September 30, 2003;
     -----
     0.65x for the Fiscal Quarter ending December 31, 2003; and
     -----
     0.70x for the Fiscal Quarter ending March 31, 2004.
     -----

       (c)      Minimum EBITDA (Agway Operations).    Borrowers     and    their
                ---------------------------------
Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of
their respective Subsidiaries) on a consolidated basis shall have, at the end of
each Fiscal Quarter set forth below,  EBITDA for the 12-month  period then ended
(except for any period  commencing  December  23, 2000 and ending on or prior to
December 31, 2001,  which shall be for the periods  described below) of not less
than the following:

              Period                                     EBITDA
              ------                                     ------
December 23, 2000 through June 30, 2001               $16,000,000
December 23, 2000 through September 30, 2001            3,400,000
December 23, 2000 through December 31, 2001             4,200,000

<PAGE>

March 31, 2002                                         (1,000,000)
June 30, 2002                                          14,000,000
September 30, 2002                                     32,300,000
December 31, 2002                                      35,600,000
March 31, 2003                                         38,000,000
June 30, 2003                                          41,000,000
September 30, 2003                                     40,800,000
December 31, 2003                                      41,800,000
March 31, 2004                                         44,300,000


       (d)      Minimum EBITDA (Agriculture).  The  Agway  Agriculture  Business
               -----------------------------

Unit  (as  designated  on  the  Agway  Operations  financial  statements)  on  a
consolidated  basis  shall  have,  at the end of each  Fiscal  Quarter set forth
below,  EBITDA  for the  12-month  period  then  ended  (except  for any  period
commencing  December 23, 2000 and ending on or prior to December 31, 2001, which
shall be for the periods described below) of not less than the following:

              Period                                     EBITDA
              ------                                     ------
December 23, 2000 through June 30, 2001              $ 10,500,000
December 23, 2000 through September30, 2001             4,200,000
December 23, 2000 through December 31, 2001             1,600,000
March 31, 2002                                           (500,000)
June 30, 2002                                          (1,750,000)
September 30, 2002                                     11,100,000
December 31, 2002                                      12,400,000
March 31, 2003                                         13,400,000
June 30, 2003                                          12,600,000
September 30, 2003                                     12,800,000
December 31, 2003                                      13,000,000
March 31, 2004                                         13,400,000


       (e)      Minimum EBITDA (Country Products). The  Agway  Country  Products
                ---------------------------------
Group Business Unit (as designated on the Agway Operations financial statements)
on a consolidated  basis shall have, at the end of each Fiscal Quarter set forth
below,  EBITDA  for the  12-month  period  then  ended  (except  for any  period
commencing  December 23, 2000 and ending on or prior to December 31, 2001, which
shall be for the periods described below) of not less than the following:

            Period                                     EBITDA
            ------                                     ------
December 23, 2000 through June 30, 2001              $ (5,400,000)
December 23, 2000 through September 30, 2001           (6,300,000)
December 23, 2000 through December 31, 2001            (5,300,000)
March 31, 2002                                         (2,000,000)
June 30, 2002                                           3,400,000
September 30, 2002                                      8,600,000
December 31, 2002                                       9,400,000

<PAGE>
March 31, 2003                                          9,800,000
June 30, 2003                                          10,600,000
September 30, 2003                                     10,500,000
December 31, 2003                                      11,200,000
March 31, 2004                                         12,400,000


       (f)      Minimum EBITDA (Energy).    The  Agway   Energy  Business   Unit
                -----------------------

(as designated on the Agway  Operations  financial  statements on a consolidated
basis shall have, at the end of each Fiscal Quarter set forth below,  EBITDA for
the 12-month  period then ended (except for any period  commencing  December 23,
2000 and ending on or prior to December 31, 2001, which shall be for the periods
described below) of not less than the following:

            Period                                     EBITDA
            ------                                     ------
December 23, 2000 through June 30, 2001              $ 20,000,000
December 23, 2000 through September 30, 2001           11,800,000
December 23, 2000 through December 31, 2001            20,300,000
March 31, 2002                                         15,800,000
June 30, 2002                                          18,000,000
September 30, 2002                                     18,600,000
December 31, 2002                                      19,000,000
March 31, 2003                                         19,400,000
June 30, 2003                                          21,700,000
September 30, 2003                                     21,400,000
December 31, 2003                                      21,500,000
March 31, 2004                                         22,100,000


       (g)      Minimum Senior Interest Coverage Ratio.  Borrowers   and   their
                --------------------------------------

Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of
their respective  Subsidiaries) on a consolidated basis shall have at the end of
each Fiscal  Quarter set forth below, a Senior  Interest  Coverage Ratio for the
12-month period then ended (except for any period  commencing  December 23, 2000
and ending on or prior to  December  31,  2001,  which  shall be for the periods
described below) of not less than the following:

     3.0x for the period of two Fiscal Quarters commencing December 23, 2000 and
    -----
    ending June 30, 2001

     .40x for the period of three Fiscal Quarters commencing  December  23, 2000
    -----
    and ending September 30, 2001

     .45x for the period of four Fiscal Quarters commencing  December  23,  2000
    -----
    and ending December 31, 2001

    2.30x for the Fiscal Quarter ending June 30, 2002
    -----
     4.0x for the Fiscal Quarter ending September 30, 2002
    -----
     4.2x for the  Fiscal  Quarter  ending December 31, 2002
    -----
     4.3x for the Fiscal Quarter ending March 31, 2003
    -----
     4.8x for the Fiscal Quarter ending June 30, 2003
    -----

<PAGE>

     4.8x for the Fiscal Quarter ending September 30, 2003
    -----
     4.9x for the Fiscal Quarter ending December 31, 2003
    -----
     5.0x for the Fiscal Quarter ending March 31, 2004
    -----

       (h)      Minimum Excess Availability.  Borrowers  and  their Subsidiaries
                ---------------------------
(excluding  all  Telmark  Entities,  Agway  Insurance  Company  and all of their
respective  Subsidiaries) at all times shall have Borrowing Availability,  after
giving  effect to Eligible  Accounts,  Eligible  Deferred  Accounts and Eligible
Inventory of Borrowers  supporting  Revolving  Credit Advances and all Letter of
Credit  Obligations (on a pro forma basis, with trade payables being paid in the
ordinary course,  and expenses and liabilities being paid in the ordinary course
of business and without  acceleration  of sales) of at least Ten Million Dollars
($10,000,000).

Unless otherwise  specifically  provided herein, any accounting term used in the
Agreement shall have the meaning  customarily given such term in accordance with
GAAP, and all financial  computations  hereunder shall be computed in accordance
with  GAAP  consistently   applied.  That  certain  items  or  computations  are
explicitly  modified by the phrase "in accordance  with GAAP" shall in no way be
construed to limit the foregoing. If any "Accounting Changes" (as defined below)
occur and such changes  result in a change in the  calculation  of the financial
covenants,  standards or terms used in the Agreement or any other Loan Document,
then Borrowers,  Agent and Lenders agree to enter into  negotiations in order to
amend  such  provisions  of  the  Agreement  so as  to  equitably  reflect  such
Accounting  Changes with the desired  result that the  criteria  for  evaluating
Borrowers' and their  Subsidiaries'  financial condition shall be the same after
such  Accounting  Changes  as if such  Accounting  Changes  had not  been  made;
provided,  however,  that the  agreement  of  Requisite  Lenders to any required
--------   -------
amendments  of  such  provisions  shall  be  sufficient  to  bind  all  Lenders.
"Accounting Changes" means (i) changes in accounting  principles required by the
 ------------------
promulgation of any rule, regulation,  pronouncement or opinion by the Financial
Accounting  Standards  Board  of the  American  Institute  of  Certified  Public
Accountants (or successor  thereto or any agency with similar  functions),  (ii)
changes in accounting principles concurred in by any Borrower's certified public
accountants;  (iii) purchase  accounting  adjustments  under A.P.B. 16 or 17 and
EITF 88-16,  and the application of the accounting  principles set forth in FASB
109, including the establishment of reserves pursuant thereto and any subsequent
reversal  (in whole or in part) of such  reserves;  and (iv) the reversal of any
reserves  established as a result of purchase accounting  adjustments.  All such
adjustments  resulting  from  expenditures  made  subsequent to the Closing Date
(including  capitalization  of costs and expenses or payment of pre-Closing Date
liabilities)  shall be treated as  expenses in the period the  expenditures  are
made and deducted as part of the calculation of EBITDA in such period. If Agent,
Borrowers and Requisite Lenders agree upon the required  amendments,  then after
appropriate  amendments have been executed and the underlying  Accounting Change
with respect  thereto has been  implemented,  any reference to GAAP contained in
the  Agreement or in any other Loan Document  shall,  only to the extent of such
Accounting Change,  refer to GAAP,  consistently  applied after giving effect to
the implementation of such Accounting Change. If Agent,  Borrowers and Requisite
Lenders cannot agree upon the required  amendments  within 30 days following the
date of implementation of any Accounting Change,  then all Financial  Statements
delivered and all  calculations  of financial  covenants and other standards and
terms in accordance  with the Agreement  and the other Loan  Documents  shall be

<PAGE>

prepared, delivered and made without regard to the underlying Accounting Change.
For purposes of Section 8.1, a breach of a Financial  Covenant contained in this
                -----------
Annex G shall be  deemed to have  occurred  as of any date of  determination  by
-------
Agent or as of the last day of any specified  measurement period,  regardless of
when the Financial Statements reflecting such breach are delivered to Agent.


<PAGE>




                                                                       Exhibit B
                                                                       ---------
                 ANNEX J (from Annex A - Commitments definition)
                               --------------------------------
                                       to
                                CREDIT AGREEMENT
                                ----------------



                                            Lender(s)
                                            --------
Revolving Loan Commitment
(including a Swing Line Commitment
of $10,000,000)
$64,285,714.29                              General Electric Capital Corporation

Revolving Loan Commitment
$44,571,428.57                              CoBank, ACB

Revolving Loan Commitment
$19,714,285.71                              Cooperatieve Centrale Raiffeisen-
                                            Boerenleenbank B.A., "Rabobank
                                            Nederland", New York Branch
Revolving Loan Commitment
$21,428,571.43                              GMAC Business Credit, LLC