EXHIBIT 10.2

                                                                  EXECUTION COPY

                      AMENDMENT NO. 3 TO THE SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT

                                                 Dated as of September 27, 2000

         AMENDMENT NO. 3 (this  "Amendment") to the Credit Agreement (as defined
herein) among Quality Stores,  Inc., a Delaware  corporation  (formerly known as
"Central Tractor Farm & Country, Inc.") (the "Borrower"),  QSI Holdings, Inc., a
Delaware corporation (formerly known as "CT Holding, Inc.") ("Holding"), certain
of the banks,  financial  institutions and other institutional lenders listed on
the signature pages hereof, and Fleet National Bank ("Fleet"), as administrative
agent (the  "Administrative  Agent") for the Lender Parties (as defined - in the
Credit Agreement).


                             PRELIMINARY STATEMENTS

         (1) The Borrower,  Holding,  the Initial  Lenders,  the Initial Issuing
Bank,  the Swing Line Bank and the Agents have entered into a Second Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended by Amendment No. 1
dated as of March 31, 2000  ("Amendment  No.  1"),  and by  Amendment  No. 2 and
Waiver dated as of September 22, 2000  ("Amendment  No. 2") (as so amended,  the
"Credit  Agreement").  Capitalized terms defined in the Credit Agreement and not
otherwise defined in this Amendment are used herein as therein defined.

         (2) The Borrower has requested that the Lenders agree to modify certain
of the provisions of the Credit Agreement in order to facilitate the disposition
of inventory of Permitted Closed Stores in accordance with Section 5.02(e)(i)(B)
of the Credit  Agreement  and to  maximize  the value to be  realized  from such
disposition by various of the Loan Parties.

         (3) The Borrower has further requested that the Lenders agree to modify
certain  of the  provisions  of the  Credit  Agreement  in order to  permit  the
issuance of letters of credit by Comerica  Bank, a Lender  Party,  as an Issuing
Bank under the Credit Agreement.

         (4) The Lenders have agreed to amend and waive the Credit  Agreement as
hereinafter set forth.


                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  agreements  contained  herein,  the parties hereto hereby
agree as follows:

         SECTION 1.  Amendments of Certain  Provisions of the Credit  Agreement.
The Credit  Agreement  is, upon the  Effective  Date (as  hereinafter  defined),
hereby amended as follows:

          (a) Section 1.01 of the Credit Agreement is hereby amended as follows:

                  The definition of "Issuing Bank" is amended in full to read as
         follows:
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                  "'Issuing Bank' means, as the context may require,  either (a)
                  the Initial  Issuing  Bank,  or (b)  Comerica  Bank,  and each
                  Eligible  Assignee  to which the  Letter of Credit  Commitment
                  hereunder has been assigned pursuant to Section 9.07."

          (b) Section 1.01 of the Credit  Agreement is further amended by adding
     the following definition thereto:

                  "Permitted  Closed Store Inventory" means all Inventory of any
                  Permitted  Closed  Store  that  is  permitted  to be  sold  in
                  accordance with Section 5.02(e)(i)(B).

          (c) The  references  in the Credit  Agreement  to  "Issuing  Bank" are
     amended by:

               (i)  replacing  the word "the"  with the word  "any"  immediately
          preceding "Issuing Bank" in the following places:

                    o    the  definitions  of  "Appropriate   Lender",   "Lender
                         Party",  "Letter  of  Credit  Advance",  and  "Required
                         Lenders;
                    o    the first and third references to "Issuing Bank" in the
                         definition of "Defaulted Amount";
                    o    the first and third references to "Issuing Bank" in the
                         definition of "Letter of Credit Commitment";
                    o    the  first  reference  to  "Issuing  Bank"  in  Section
                         2.03(a);
                    o    the first  reference  to  "Issuing  Bank" in the first,
                         second and fifth sentences of Section 2.03(c);
                    o    Section 2.04(e)(ii)(C), (E) and (G);
                    o    the first reference to "Issuing Bank" in Section 3.02;
                    o    the first and third  references  to  "Issuing  Bank" in
                         Section 6.01;
                    o    Section 7.01;
                    o    Section 7.05(a);
                    o    the first reference to "Issuing Bank" in Section 9.09;

               (ii)  replacing  the word "the" with the word "such"  immediately
          preceding "Issuing Bank" in the following places:

                    o    the  second,  fourth and fifth  references  to "Issuing
                         Bank" in the definition of "Defaulted Amount"
                    o    the  second,  fourth and fifth  references  to "Issuing
                         Bank"  in  the   definition   of   "Letter   of  Credit
                         Commitment";
                    o    each  reference  to "Issuing  Bank" in Section  2.01(e)
                         after the first such reference;
                    o    each  reference  to "Issuing  Bank" in Section  2.03(a)
                         after the first such reference;
                    o    each  reference  to "Issuing  Bank" in Section  2.03(c)
                         other than the first reference in the first, second and
                         fifth sentences;
                    o    the  second  reference  to  "Issuing  Bank" in  Section
                         2.08(b)(ii);

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                                       3


                    o    each  reference  to "Issuing  Bank" in Section  7.05(b)
                         after the first such reference;
                    o    the second reference to "Issuing Bank" in Section 9.01;
                    o    each  reference to "Issuing Bank" in Section 9.09 after
                         the first such reference;

               (iii)  replacing the word "the" with the word "each"  immediately
          preceding "Issuing Bank" in the following places:

                    o    the definition of "Unused Revolving Credit Commitment";
                    o    the  first  reference  to  "Issuing  Bank"  in  Section
                         2.01(e);
                    o    Section 2.04(e)(i);
                    o    the  first  reference  to  "Issuing  Bank"  in  Section
                         2.08(b)(ii);
                    o    the second reference to "Issuing Bank" in Section 3.02;
                    o    the second and fourth  references to "Issuing  Bank" in
                         Section 6.01;
                    o    the  first  reference  to  "Issuing  Bank"  in  Section
                         7.05(b);
                    o    the first reference to "Issuing Bank" in Section 9.01;

               (iv)  replacing  the word "The" with the word "Each"  immediately
          preceding "Issuing Bank" in the following places:

                    o    Section 2.03(b);

          (d) Section 5.02(a) of the Credit Agreement is amended by inserting at
     the end thereof the following new clause (vi) as follows:

                 "(vi) Liens in favor of a  non-affiliated  Person that has been
                 retained  to  liquidate   Permitted   Closed  Store  Inventory,
                 provided  that  such  Person  shall  have  agreed  prior to the
                 granting  of  any  such  Liens  to  advance  a  portion  of the
                 anticipated  proceeds from such  disposition to the Borrower or
                 the relevant Loan Party, and the Administrative Agent, upon the
                 written  request of the Borrower or the applicable  Loan party,
                 is authorized  to  subordinate  the security  interests in such
                 Inventory created under the Loan Documents."

          (e) Schedule I to the Credit  Agreement is amended by (a) deleting the
     figure "$20,000,000" under the heading "Letter of Credit Commitment" in the
     row  listing  "Fleet  National  Bank"  under the  heading  "Name of Initial
     Lender" and  replacing  it with  "$12,500,000",  and (b) by  inserting  the
     figure  "$7,500,000" under the heading "Letter of Credit Commitment" in the
     row listing "Comerica Bank" under the heading "Name of Initial Lender".

     SECTION 2. Conditions of  Effectiveness  of this Amendment.  This Amendment
shall become  effective  as of the date first above  written on the Business Day
when, and only when, the following  conditions  shall have been satisfied  (such
date being, for purposes hereof, the "Effective Date"):

          (a) The Administrative  Agent shall have received  counterparts of (i)
     this Amendment  executed by the Borrower,  Holding and the Required Lenders
     or, as to any
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     of the Lender Parties, advice satisfactory to the Administrative Agent that
     such  Lender  Party  has  executed  this  Amendment,  and (ii) the  Consent
     (together with this Amendment,  the "Amendment  Documents") dated as of the
     date hereof (a copy of which is attached  hereto),  executed by each of the
     Loan Parties.

          (b)  On  the   Effective   Date,   and  after  giving  effect  to  the
     effectiveness  of this Amendment,  (i) the  representations  and warranties
     contained in each of the Loan Documents (including,  without limitation, in
     Section 3 of this Amendment)  shall be correct in all material  respects as
     though  made  on  and  as of  the  Effective  Date  (other  than  any  such
     representations  or warranties  that,  by their terms,  refer to a specific
     date other than the Effective Date, in which case as of such specific date)
     and  (ii) no  event  shall  have  occurred  and be  continuing  that  would
     constitute a Default.

         The  effectiveness  of this Amendment is further  conditioned  upon the
accuracy of all of the factual  matters  described  herein.  This  Amendment  is
further subject to the provisions of Section 9.01 of the Credit Agreement.

     SECTION 3. Representations and Warranties. Each of Holding and the Borrower
hereby represents and warrants that the representations and warranties contained
in clauses (a), (b), (c), (d) and (e) of Section 6 of Amendment No. 2 are hereby
repeated  in  this  Amendment,  provided  that,  each  reference  to  "Amendment
Documents"  in such  representations  and  warranties  shall  be  taken  to be a
reference  to  the  "Amendment  Documents"  defined  in  Section  2(a)  of  this
Amendment.

     SECTION 4. Reference to and Effect on the Loan Documents.

          (a) On and after the  Effective  Date,  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 Notes
     and the other  Loan  Documents  to "the  Credit  Agreement",  "thereunder",
     "thereof" or words of like import referring to the Credit Agreement,  shall
     mean and be a reference to the Credit  Agreement,  as amended and otherwise
     modified hereby.

          (b) The  Credit  Agreement,  the  Notes  and  each of the  other  Loan
     Documents,  except to the extent of the amendments and other  modifications
     specifically provided above, 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 and in respect of the
     Loan Documents, as amended and otherwise modified by this Amendment.

          (c) The execution,  delivery and effectiveness of this Amendment shall
     not, except as expressly provided herein, operate as a waiver of any right,
     power or remedy  of any  Lender  Party or any  Agent  under any of the Loan
     Documents,  nor  constitute  a waiver of any  provision  of any of the Loan
     Documents.

     SECTION 5. Costs and  Expenses.  The Borrower  hereby  agrees to pay,  upon
demand, all costs and expenses of the Administrative  Agent (including,  without
limitation,  the
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reasonable fees and expenses of counsel and financial  advisors
for the  Administrative  Agent) in connection with the  preparation,  execution,
delivery,  administration,  syndication,  modification  and  amendment  of  this
Amendment and the other  documents,  instruments  and agreements to be delivered
hereunder,  all in  accordance  with the  terms of  Section  9.04 of the  Credit
Agreement.

     SECTION 6. Execution in Counterparts. This 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 Amendment by telecopier  shall
be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION  7.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

     SECTION 8.  Waiver of Jury  Trial.  Each of the  Borrower,  the  Subsidiary
Guarantors,  the Administrative  Agent and the Lender Parties irrevocably waives
all right to trial by jury in any action,  proceeding or  counterclaim  (whether
based  on  contract,  tort or  otherwise)  arising  out of or  relating  to this
Amendment or the actions of the Administrative  Agent or any Lender Party in the
negotiation, administration, performance or enforcement thereof.


<PAGE>



         IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers thereunto duly authorized, as
of the date first above written.

                                    QUALITY STORES, INC. (FORMERLY  KNOWN
                                    AS CENTRAL TRACTOR FARM & COUNTRY,
                                    INC.)


                                    /s/ Denny L. Starr
                                        Title:


                                    QSI HOLDINGS, INC. (FORMERLY KNOWN AS
                                    CT HOLDING, INC.)


                                    /s/ Denny L. Starr
                                        Title:


                                    FLEET NATIONAL BANK, as Administrative Agent
                                    and as Lender)


                                    By: /s/
                                        Title: Vice President




<PAGE>
                             LENDERS

                             BANK OF AMERICAN. N.A.

                             By: /s/
                                  Title:  Principal



<PAGE>



                             ELC CAYMAN LTD. 1999-II

                             By: /s/
                                  Title: S. V. P.



<PAGE>



                             MONUMENT CAPITAL LTD., as Assignee
                             By: Allliance Capital Management L.P., as
                                   Investment Manager
                             By: Alliance Capital Management Corporation, as
                                   General Partner

                             By: /s/ Svarker M.M. Johannson
                                  Title: Vice President


<PAGE>



                             HELLER FINANCIAL, INCORPORATED

                             By: /s/ Sheila C. Welmer
                                  Title: Vice President


<PAGE>



                             KEY CORPORATE CAPITAL

                             By: /s/ Alex Strazzella
                                  Title: Vice President


<PAGE>



                             ML OBO IV (CAYMAN) LTD.
                             By: Highland Capital Management, L.P.
                                   as Collateral Manager

                             By: /s/ James Dondero
                                  Title: President


<PAGE>



                             THE HUNTINGTON NATIONAL BANK

                             By: /s/ Mark W. DeLoof
                                  Title: Vice President




<PAGE>



                             STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY

                             By: /s/ James R. Fellows
                                  Title: Senior Vice President


<PAGE>



                             STEIN ROE & FARNHAM CLO I LTD.
                             By: Stein Roe & Farnham Incorporated
                                   as Portfolio Manager

                             By: /s/ James R. Fellows
                                 Title: Sr. Vice President and Portfolio Manager



<PAGE>



                             BANKERS TRUST COMPANY

                             By: /s/ Scottye D. Lindsey
                                  Title: Vice President



<PAGE>



                             KZH WATERSIDE LLC

                             By: /s/ Kimberly Rowe
                                  Title: Authorized Agent




<PAGE>



                             GLENEAGLES TRADING LLC

                             By: /s/ Ann E. Morris
                                  Title: Asst. Vice President



<PAGE>



                             FIRST UNION NATIONAL BANK

                             By: /s/ Helen F. Wessling
                                  Title: SVP/Director



<PAGE>



                             SEQUILS PILGRIM I LTD.
                             By: Pilgrim Investments, Inc. as its
                                   Investment Manager

                             By: /s/ Charles E. LeMieux
                                  Title: Vice President



<PAGE>



                             PILGRIM CLO 1999-1 LTD.
                             By: Pilgrim Investments, Inc. as its
                                   Investment Manager


                             By: /s/ Charles E. LeMieux
                                  Title: Vice President


<PAGE>



                             U.S. BANK NATIONAL ASSOCIATION

                             By: /s/
                                  Title: Senior Vice President


<PAGE>



                             NORTH AMERICAN SENIOR FLOATING RATE FUND
                             By: CypressTree Investment Management Company,
                                   as Portfolio Manager

                             By: /s/ Philip C. Robbins
                                  Title: Principal


<PAGE>



                             CYPRESSTREE INSTITUTIONAL FUND, LLC
                             By: CypressTree Investment Management Company,
                                   as Portfolio Manager

                             By: /s/ Philip C. Robbins
                                  Title: Principal


<PAGE>



                             UNION BANK OF CALIFORNIA, N.A.

                             By: /s/ J. William Bloore
                                  Title: Vice President


<PAGE>



                             FIFTH THIRD BANK

                             By: /s/
                                  Title: Assistant Vice President
<PAGE>
                             COMERICA BANK

                             By: /s/
                                 Title: Vice President



<PAGE>
                                     CONSENT

         Reference  is made to (a)  Amendment  No. 3 to the Second  Amended  and
Restated Credit Agreement dated as of May 7, 1999 (the "Credit Agreement") among
Quality Stores, Inc., a Delaware corporation (formerly known as "Central Tractor
Farm &  Country,  Inc.")  (the  "Borrower"),  QSI  Holdings,  Inc.,  a  Delaware
corporation  (formerly  known as "CT  Holding,  Inc.")  ("Holding"),  the banks,
financial  institutions and other institutional  lenders listed on the signature
pages thereof,  and Fleet National Bank ("Fleet"),  as administrative agent (the
"Administrative  Agent")  for the  Lender  Parties  (as  defined  in the  Credit
Agreement)  and (b) the other Loan  Documents  referred to therein.  Capitalized
terms defined in the Credit Agreement and not otherwise  defined in this Consent
are used herein as therein defined.

         Each of the  undersigned,  in its  capacity as (a) a Grantor  under the
Security  Agreement,  (b) a Pledgor  under the  Pledge  Agreement,  and/or (c) a
Subsidiary Guarantor under the Subsidiary  Guaranty,  as the case may be, hereby
consents to the execution and delivery of the Amendment and the  performance  of
the Amendment and agrees that:

                  (A) each of the Security  Agreement,  the Pledge Agreement and
         the  Subsidiary  Guaranty to which it is a party is, and shall continue
         to be, in full force and effect and is hereby in all respects  ratified
         and  confirmed on the  Effective  Date,  except that,  on and after the
         Effective Date, each reference to "the Credit Agreement", "thereunder",
         "thereof",  "therein"  or words of like import  referring to the Credit
         Agreement  shall mean and be a reference  to the Credit  Agreement,  as
         amended and otherwise modified by the Amendment; and

                  (B) as of the Effective  Date, the Security  Agreement and the
         Pledge  Agreement to which it is a party and all of the  Collateral  of
         such Person  described  therein,  and the  Subsidiary  Guaranty and the
         guaranty  provided  thereunder,  do, and shall  continue to, secure the
         payment of all of the Secured Obligations.

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

         Delivery of an executed counterpart of a signature page of this Consent
by  telecopier  shall  be  effective  as the  delivery  of a  manually  executed
counterpart of this Consent.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                                   QUALITY  STORES, INC. (FORMERLY  KNOWN
                                   AS CENTRAL TRACTOR FARM & COUNTRY,
                                   INC.)


                                   By: /s/ Denny L. Starr
                                       Title:

<PAGE>

                                   QSI HOLDINGS, INC. (FORMERLY KNOWN AS
                                   CT HOLDING, INC.)


                                   By: /s/ Denny L. Starr
                                       Title:


                                   COUNTRY GENERAL, INC.


                                   By: /s/ Denny L. Starr
                                       Title:


                                   QUALITY FARM & FLEET, INC.


                                   By: /s/ Denny L. Starr
                                       Title:


                                   QUALITY INVESTMENTS, INC.


                                   By: /s/ Denny L. Starr
                                       Title:

                                   QSI TRANSPORTATION, INC.


                                   By: /s/ Denny L. Starr
                                       Title:


                                   VISION TRANSPORTATION, INC.


                                   By: /s/ Denny L. Starr
                                       Title:


                                   QUALITY STORES SERVICES, INC.


                                   By: /s/ James T. McKitrick
                                       Title: Pres. & COO