LETTER AMENDMENT


                                                 Dated as of April 30, 1997



To   the  banks,   financial   institutions  and  other  institutional   lenders
     (collectively, the "Lenders") parties to the Credit Agreement
     referred to below and to Fleet National Bank,
     as administrative agent (the "Administrative Agent")
     for the Lenders

Ladies and Gentlemen:

         We refer to the Credit  Agreement  dated as of  December  23, 1996 (the
"Credit  Agreement")  among  the  undersigned,  CT  Holding,  Inc.,  a  Delaware
corporation  ("Holding"),  and you.  Capitalized  terms not otherwise defined in
this  Letter  Amendment  have the  same  meanings  as  specified  in the  Credit
Agreement.

         The  Credit  Agreement  is,  effective  of  the  date  of  this  Letter
Amendment, hereby amended as follows:

         (a) Section 5.04(b) of the Credit  Agreement is amended by deleting the
portion of the chart  therein  relating to the fiscal  quarters  ended April 30,
1997, July 31, 1997,  October 31, 1997,  January 31, 1998 and April 30, 1998 and
replacing such portion of such chart with the following:


"Four Fiscal Quarters Ending
 Closest To                              Amount

April 30, 1997                           $19,000,000
July 31, 1997                            $19,000,000
October 31, 1997                         $19,000,000
January 31, 1998                         $20,000,000
April 30, 1998                           $20,000,000."

         (b) Section 5.04(c) of the Credit  Agreement is amended by deleting the
portion of the chart therein  relating to the fiscal  quarters ended January 31,
1998 and April 30,  1998 and  replacing  such  portion  of such  chart  with the
following:




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"Four Fiscal Quarters Ending
 Closest To                              Amount
January 31, 1998                         1.60
April 30, 1998                           1.60."

         (c) Section 5.04(d) of the Credit  Agreement is amended by deleting the
portion of the chart  therein  relating to the fiscal  quarters  ended April 30,
1997, July 31, 1997,  October 31, 1997,  January 31, 1998 and April 30, 1998 and
replacing such portion of such chart with the following:


"Four Fiscal Quarters Ending
 Closest To                              Amount
April 30, 1997                           6.80
July 31, 1997                            6.20
October 31, 1997                         6.20
January 31, 1998                         6.20
April 30, 1998                           6.20."

         This Letter Amendment shall become effective as of the date first above
written  when,  and only when,  the  Administrative  Agent  shall have  received
counterparts of this Letter  Amendment  executed by us, Holding and the Required
Lender or, as to any of the Lenders,  advice  satisfactory to the Administrative
Agent that such Lender has executed this Letter Amendment. This Letter Amendment
is subject to the provisions of Section 8.01 of the Credit Agreement.

         On and after the effectiveness of this Letter Amendment, each reference
in the Credit Agreement to "this Agreement,"  "hereunder,"  "hereof" or words of
like import referring to the Credit  Agreement,  and each reference in the other
Loan Documents to "the Credit  Agreement,"  "thereunder,"  "thereof" or words of
like import referring to this Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended by this Letter Amendment.

         The Credit Agreement, as specifically amended by this Letter Amendment,
and the Notes and each of the other Loan  Documents are and shall continue to be
in full force and effect and are hereby in all respects  ratified and confirmed.
Without limiting the generality of the foregoing,  the Collateral  Documents and
all of the  Collateral  described  therein do and shall  continue  to secure the
payment of all  Obligations  of the Loan Parties under the Loan  Documents.  The
execution, delivery and effectiveness of this Letter Amendment shall not, except
as expressly provided herein,  operate as a waiver of any right, power or remedy
of any Lender or the Administrative  Agent under any of the Loan Documents,  not
constitute a waiver of any provision of any of the Loan Documents.




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                                        3

         If you agree to the  terms and  provisions  of this  Letter  Amendment,
please  evidence  such  agreement  by  executing  and  returning  at  least  two
counterparts  of this  Letter  Amendment  to Maura  E.  O'Sullivan,  Shearman  &
Sterling, 599 Lexington Avenue, New York, New York 10022.

         This Letter Amendment may be executed in any number of counterparts and
by  different  parties  hereto 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.  Delivery of an executed counterpart of a
signature  page to this Letter  Amendment  by  telecopier  shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.

         This Letter Amendment shall be governed by, and construed in accordance
with, the Laws of the State of New York.

                                      Very truly yours,

                                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                      By /s/ Dean Longnecker      
                                           Title: Exec. V.P.


                                      CT HOLDING, INC.

                                     By /s/ Steven G. Segal
                                           Title:



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                                        4


Agreed as of the date first above written:

FLEET NATIONAL BANK,
 as Administrative Agent and as Lender

By /s/ John E. Duncan
     Title: Managing Director



NATIONSBANK, N.A.,
  as Co-Agent and as Lender


By
     Title:


HELLER FINANCIAL, INC.

By /s/ Salvatore Salzillo
     Title: AVP



NORWEST BANK, IOWA, N.A.

By /s/ Robert G. Gagne
     Title: Vice President