<PAGE>


                                January 28, 2004

Tractor Supply Company
320 Plus Park Blvd.
Nashville, Tennessee 37217
Attn:  Calvin B. Massmann, CFO

        Re:     Credit Agreement dated as of August 15, 2002 (as amended from
                time to time, the "CREDIT AGREEMENT") among Tractor Supply
                Company (the "BORROWER"), certain Subsidiaries of the Borrower
                from time to time party thereto (the "GUARANTORS"), the Lenders
                identified therein and Bank of America, N.A., as Administrative
                Agent. Capitalized terms used but not otherwise defined shall
                have the meanings provided in the Credit Agreement.

Dear Mr. Massmann:

Reference is made to the Credit Agreement described above, the defined terms of
which are incorporated herein by reference.

The parties hereto agree that the definition of "Fixed Charge Coverage Ratio" in
Section 1.1 of the Credit Agreement is amended to read as follows:

                "FIXED CHARGE COVERAGE RATIO" MEANS, WITH RESPECT TO THE
        CONSOLIDATED PARTIES ON A CONSOLIDATED BASIS, AS OF THE END OF EACH
        FISCAL QUARTER OF THE CONSOLIDATED PARTIES FOR THE TWELVE MONTH PERIOD
        ENDING ON SUCH DATE, THE RATIO OF (A) THE SUM OF (I) CONSOLIDATED
        EBITDAR FOR THE APPLICABLE PERIOD MINUS (II) CONSOLIDATED CASH TAXES FOR
        THE APPLICABLE PERIOD TO (B) THE SUM OF (I) THE CASH PORTION OF
        CONSOLIDATED INTEREST EXPENSE FOR THE APPLICABLE PERIOD PLUS (II)
        SCHEDULED FUNDED DEBT PAYMENTS FOR THE APPLICABLE PERIOD PLUS (III)
        CONSOLIDATED RENTAL EXPENSE FOR THE APPLICABLE PERIOD PLUS (IV) THE
        AGGREGATE AMOUNT OF PERMITTED STOCK REPURCHASES MADE DURING THE
        APPLICABLE PERIOD.

The parties hereto agree that the definition of "QSI Acquisition Amount" in
Section 1.1 of the Credit Agreement is deleted.

The parties hereto agree that a new Section 6.24 is hereby added to the Credit
Agreement that shall read as follows:

                6.24    TAX SHELTER REPRESENTATION.

                THE BORROWER DOES NOT INTEND TO TREAT THE LOANS AND/OR LETTERS
        OF CREDIT AND RELATED TRANSACTIONS AS BEING A "REPORTABLE TRANSACTION"
        (WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4). IF THE
        BORROWER DETERMINES TO TAKE ANY ACTION INCONSISTENT WITH SUCH INTENTION,
        IT WILL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT THEREOF. THE BORROWER
        ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND/OR ONE OR MORE OF THE
        LENDERS MAY TREAT THE LOANS AND/OR LETTERS OF CREDIT AS PART OF A
        TRANSACTION THAT IS SUBJECT TO TREASURY REGULATION SECTION 1.6011-4 OR
        SECTION 301.6112-1, AND THE ADMINISTRATIVE AGENT AND SUCH LENDER OR
        LENDERS, AS APPLICABLE,

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        MAY FILE SUCH IRS FORMS OR MAINTAIN SUCH LISTS AND OTHER RECORDS AS THEY
        MAY DETERMINE IS REQUIRED BY SUCH TREASURY REGULATIONS.

The parties hereto agree that a new Section 7.1(k) is hereby added to the Credit
Agreement that shall read as follows:

                (K)     IRS FORM 8886. PROMPTLY AFTER THE BORROWER HAS NOTIFIED
        THE ADMINISTRATIVE AGENT OF ANY INTENTION BY THE BORROWER TO TREAT THE
        LOANS AND/OR LETTERS OF CREDIT AND RELATED TRANSACTIONS AS BEING A
        "REPORTABLE TRANSACTION" (WITHIN THE MEANING OF TREASURY REGULATION
        SECTION 1.6011-4), A DULY COMPLETED COPY OF IRS FORM 8886 OR ANY
        SUCCESSOR FORM.

The parties hereto agree that Section 7.11(b) of the Credit Agreement is amended
to read as follows:

                (B)     FIXED CHARGE COVERAGE RATIO. THE FIXED CHARGE COVERAGE
        RATIO, AS OF THE LAST DAY OF EACH FISCAL QUARTER OF THE BORROWER, SHALL
        BE GREATER THAN OR EQUAL TO 2.00 TO 1.0;

The parties hereto agree that a new Section 8.15 is hereby added to the Credit
Agreement that shall read as follows:

                8.15    CONSOLIDATED CAPITAL EXPENDITURES.

                THE CREDIT PARTIES WILL NOT PERMIT CONSOLIDATED CAPITAL
        EXPENDITURES TO EXCEED $100,000,000 FOR ANY FISCAL YEAR.

The parties hereto agree that a new paragraph is added at the end of Section
11.14 of the Credit Agreement that shall read as follows:

                Notwithstanding anything herein to the contrary, the information
        subject to this Section 11.14 shall not include, and the Borrower, the
        other Credit Parties, the Administrative Agent, each Lender and the
        respective Affiliates of each of the foregoing (and the respective
        partners, directors, officers, employees, agents, advisors and other
        representatives of each of the foregoing and their Affiliates) may
        disclose to any and all Persons, without limitation of any kind (a) any
        information with respect to the U.S. federal and state income tax
        treatment of the transactions contemplated hereby and any facts that may
        be relevant to understanding such tax treatment, which facts shall not
        include for this purpose the names of the parties or any other Person
        named herein, or information that would permit identification of the
        parties or such other Persons, or any pricing terms or other nonpublic
        business or financial information that is unrelated to such tax
        treatment or facts, and (b) all materials of any kind (including
        opinions or other tax analyses) relating to such tax treatment or facts
        that are provided to any of the Persons referred to above.

The parties hereto agree that a new Section 11.17 is hereby added to the Credit
Agreement that shall read as follows:

                11.17   US PATRIOT ACT NOTICE.

                EACH LENDER AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON
        BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
        REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED
        INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN,
        VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
        INFORMATION INCLUDES THE NAME AND

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        ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH
        LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE
        BORROWER IN ACCORDANCE WITH THE ACT.

Pursuant to Section 2.4(a) of the Credit Agreement, the Borrower has requested
that the Lenders extend the Maturity Date to February 28, 2007. The Lenders
party hereto agree that the Maturity Date shall be extended to February 28,
2007.

All references in the Credit Agreement and the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as amended
hereby.

Except as modified hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect.

This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.


                                  Sincerely,

                                  BANK OF AMERICA, N.A., as Administrative Agent



                                  By: /s/ Misha Blackman
                                     --------------------------------
                                  Name:  Misha Blackman
                                       ------------------------------
                                  Title: Agency Management Officer
                                        -----------------------------

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ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

BORROWER:                       TRACTOR SUPPLY COMPANY
---------                       a Delaware corporation


                                By: /s/ Calvin B. Massman
                                   ------------------------------------
                                Name:    Calvin B. Massmann
                                Title:   Senior Vice President /
                                         Chief Financial Officer

                                TRACTOR SUPPLY CO. OF MICHIGAN, LLC
                                a Michigan limited liability company


                                By: /s/ Calvin B. Massman
                                   ------------------------------------
                                Name:    Calvin B. Massmann
                                Title:   Treasurer

                                TRACTOR SUPPLY CO. OF TEXAS, LP
                                a Texas limited partnership


                                By: /s/ Calvin B. Massman
                                   ------------------------------------
                                Name:    Calvin B. Massmann
                                Title:   Treasurer

<PAGE>

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

                                BANK OF AMERICA, N.A.


                                By: /s/ Bryan Hulker
                                    -----------------------------------
                                Name:   Bryan Hulker
                                     ----------------------------------
                                Title:  Senior Vice-President
                                       --------------------------------

                                U.S. BANK, NATIONAL ASSOCIATION


                                By: /s/ Russell S. Rogers
                                    -----------------------------------
                                Name:   Russell S. Rogers
                                     ----------------------------------
                                Title:  Vice President
                                      ---------------------------------

                                SOUTHTRUST BANK


                                By: /s/ Michael Johnson
                                    -----------------------------------
                                Name:   Michael Johnson
                                     ----------------------------------
                                Title:  Associate Vice President
                                      ---------------------------------

                                AMSOUTH BANK


                                By: /s/ Tom Dozier, Jr.
                                    -----------------------------------
                                Name:   Tom Dozier, Jr.
                                     ----------------------------------
                                Title:  Vice President
                                       --------------------------------

                                SUNTRUST BANK


                                By: /s/ James M. Sloan, Jr.
                                    -----------------------------------
                                Name:   James M. Sloan, Jr.
                                     ----------------------------------
                                Title:  Director
                                      ---------------------------------

                                COMPASS BANK


                                By: /s/ Kelly W. Mcgee
                                    -----------------------------------
                                Name:   Kelly W. Mcgee
                                     ----------------------------------
                                Title:  Vice President
                                      ---------------------------------

<PAGE>



                                FIFTH THIRD BANK


                                By: /s/ David J. Hicks
                                   ------------------------------------
                                Name:   David J. Hicks
                                     ----------------------------------
                                Title:  Vice President
                                      ---------------------------------

                                BRANCH BANKING & TRUST COMPANY


                                By: /s/ R. Andrew Beam
                                   ------------------------------------
                                Name:   R. Andrew Beam
                                     ----------------------------------
                                Title:  Senior Vice President
                                      ---------------------------------

                                NATIONAL CITY BANK


                                By: /s/ Michael J. Durbin
                                   ------------------------------------
                                Name:   Michael J. Durbin
                                     ----------------------------------
                                Title:  Senior Vice President
                                      ---------------------------------

                                REGIONS BANK


                                By: /s/ Jim Schmalz
                                   ------------------------------------
                                Name:   Jim Schmalz
                                     ----------------------------------
                                Title:  Vice President
                                      ---------------------------------