SECOND AMENDMENT AND WAIVER
                               TO CREDIT AGREEMENT
                               -------------------


             SECOND AMENDMENT AND WAIVER,  dated as of January 31, 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 period commencing December 23, 2000  and
-------
ending December 31, 2001:

                   (a)      Minimum EBITDA (Agway Operations); and

                   (b)      Minimum Senior Interest Coverage Ratio.
<PAGE>

             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  period commencing December 23, 2000 and ending December 31,
2001.

             3.    Annex G  of  the Credit Agreement is hereby amended as of the
                   -------
Amendment  Effective Date  by  deleting  (i) the  financial covenant for Minimum
EBITDA (Agway Operations) for the period December 23, 2000 through  December 31,
2001  in  the  amount  of  $8,300,000  and inserting in lieu thereof a financial
covenant for Minimum EBITDA (Agway Operations) for the period  December 23, 2000
through  December 31, 2001  in  the  amount of $4,200,000 and (ii) the financial
covenant  for  Minimum  Senior  Interest  Coverage  Ratio for the period of four
Fiscal  Quarters  commencing  December 23, 2000  and ending December 31, 2001 of
".80x" and inserting in lieu thereof a financial  covenant  for  Minimum  Senior
Interest  Coverage  Ratio  for  the  period  of  Four Fiscal Quarters commencing
December 23, 2000 and ending December 31, 2001 of ".45x".

             4.    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 $125,000 in immediately available
funds, payable on the Amendment Effective Date.

             5.    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.

             (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



                                       2
<PAGE>


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.

             6.    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.

             7.    Outstanding Indebtedness; Waiver of Claims. Each Borrower and
                   ------------------------------------------
the   other   Credit   Parties   hereby  acknowledges  and  agrees  that  as  of
January 31, 2002 the aggregate outstanding principal  amount  of  the  Revolving
Loan is $00.00 and that such principal amount is payable pursuant to the  Credit



                                       3
<PAGE>

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.

             8.    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.

             9.    Effectiveness.  This Amendment shall become  effective as  of
                   -------------
January 31, 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 ten (10) 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.

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

             11.   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.



                                       4
<PAGE>


                            [SIGNATURE PAGES FOLLOW]



                                       5

<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: Assistant 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/ Kimberly English, Ian Reece
                                           ------------------------------------
                                    Name:  Kimberly English,  Ian Reece
                                           ------------------------------------
                                    Title: Vice President,    Managing Director
                                           ------------------------------------


                                    GMAC BUSINESS CREDIT, LLC


                                    By:    /s/ Raymond Zilke
                                           ------------------------
                                    Name:  Raymond Zilke
                                           ------------------------
                                    Title: AVP
                                           ------------------------


                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Agent and Lender


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