<PAGE>   1
                                                                  EXHIBIT 4.N





                                 April 14, 2000



TruServ Corporation
8600 West Bryn Mawr Avenue
Chicago, Illinois 60631
Attention: Chief Financial Officer Controller

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Note Purchase and
Private Shelf Agreement dated as of November 13, 1997 (as amended from time to
time, the "NOTE AGREEMENT") between TruServ Corporation, a Delaware corporation
(the "COMPANY"), and The Prudential Insurance Company of America and each
Prudential Affiliate which pursuant to the terms thereof becomes bound thereby
("PRUDENTIAL"). Reference is also made to that certain Note Agreement, dated as
of April 13, 1992, between the Company (then known as Cotter & Company) and
Prudential (the "1992 NOTE AGREEMENT"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Note Agreement.

     Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Note Agreement and paragraph 11C of the 1992
Note Agreement, the parties hereto agree as follows:

     SECTION 1. Amendment to Note Agreement. From and after the date this letter
becomes effective in accordance with its terms, the Note Agreement is amended as
follows:

     1.1. Paragraph l0B of the Note Agreement is amended to delete the terms "BA
Credit Agreements", "Debt", "Fixed Charge Coverage Ratio", "Ratio Compliance
Date", "Subsidiary", "Supplemental Coupon Elimination Date", "Total Senior Debt"
and "Total Senior Debt to EBITDA Ratio" presently appearing therein and to add
the following defined terms thereto in appropriate alphabetical order:

          "APRIL 2000 MODIFICATION" shall mean that certain letter agreement,
     dated April 14, 2000, between the Company and the Purchasers amending this
     Agreement.

          "BENEFITED OBLIGATIONS" has the meaning given in the Intercreditor
     Agreement.

          "BENEFITED PARTIES" has the meaning given in the Intercreditor
     Agreement.




<PAGE>   2


          "BA" shall mean a draft drawn by the Company on, and accepted and
     discounted by, BofA, in its capacity as an accepting lender under the BofA
     Credit Agreement, or by any successor in such capacity, pursuant to the
     BofA Credit Agreement.

          "BOFA" shall mean Bank of America, N.A., a national banking
     association.

          "BA CREDIT AGREEMENTS" shall mean the Amended and Restated Credit
     Agreement dated as of April 14, 2000 among the Company, BofA, as agent, and
     the various financial institutions party thereto, as amended from time to
     time, and (ii) any refinancings, renewals or replacements of the credit
     agreement referred to in clause (i) above.

          "COLLATERAL AGENT" shall mean BofA in its capacity as collateral agent
     under the Intercreditor Agreement, together with any successor thereto in
     such capacity.

          "COLLATERAL DOCUMENTS" shall mean the Security Agreement, the
     Trademark Security Agreement, the Pledge Agreement, each Mortgage and any
     other document or instrument pursuant to which the Company or any Guarantor
     grants to the Collateral Agent, for the benefit of the Benefited Parties, a
     security interest in any of its property to secure the payment of any of
     the Benefited Obligations.

          "DEBT" shall mean Short Term Debt and Funded Debt.

          "EFFECTIVE DATE" shall have the meaning given in the April 2000
     Modification.

          "FINANCING AGREEMENTS" shall have the meaning given in the
     Intercreditor Agreement.

          "FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day of any
     fiscal quarter, the ratio of:

          (a) the sum, for the period of four consecutive fiscal quarters ending
          on such day, of (i) Consolidated Net Earnings plus (ii) to the extent
          deducted in determining such Consolidated Net Earnings, interest
          expense, taxes, operating lease expense, depreciation and
          amortization, plus (iii) for the period of four fiscal quarters ending
          March 31, 2000, June 30, 2000 and September 30, 2000, Special 1999
          Charges (to the extent taken in such period), plus (iv) for the period
          of four fiscal quarters ending March 31, 2000 and June 30, 2000,
          Special A/P Charges (to the extent taken in such period),

          to

          (b) the sum for such period of (i) operating lease expense and (ii)
          interest expense;

     each as determined for the Company and its Subsidiaries on a consolidated
     basis.



                                       2



<PAGE>   3


          "FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Company which
     is organized under the laws of any jurisdiction other than, and which is
     conducting the majority of its business outside of, the United States or
     any state thereof.

          "GUARANTOR" shall mean, on any day, each Subsidiary that has executed
     a counterpart of the Guaranty on or prior to that day (or is required to
     execute a counterpart of the Guaranty on that day).

          "GUARANTY" shall mean the Guaranty executed by various Subsidiaries,
     substantially in the form as delivered pursuant to Section 4(b)(i) of the
     April 2000 Modification.

          "INACTIVE SUBSIDIARY" means any Subsidiary which does not actively
     conduct business and which has less than $100,000 of assets.

          "INTERCREDITOR AGREEMENT" shall mean the Intercreditor Agreement dated
     as of April 14, 2000 among BofA, as agent under the BofA Credit Agreement,
     the Collateral Agent, the Purchasers and various other parties.

          "INVESTMENTS" shall mean any loan or advance to, or ownership,
     purchase or acquisition of any security (including stock) or obligations
     of, or any other interest in, or any capital contribution made to, any
     Person.

          "MEMBER" shall mean any Person which is a member of the Company.

          "MORTGAGE" shall mean a mortgage, deed of trust, leasehold mortgage or
     similar instrument granting the Collateral Agent a Lien on real property
     owned or leased by the Company or any Subsidiary.

          "PLEDGE AGREEMENT" shall mean the Pledge Agreement among the Company,
     various Subsidiaries of the Company and the Collateral Agent, substantially
     in the form as delivered pursuant to Section 4(b)(iv) of the April 2000
     Modification.

          "RATIO COMPLIANCE DATE" shall mean the first date to occur after the
     Effective Date on which financial statements of the Company have been
     delivered pursuant to Section 5A showing that for each of the four most
     recent fiscal quarters of the Company, as reported in such financial
     statements, the Total Senior Debt to EBITDA Ratio has been below 3.0 to 1.0
     as of the last day of each of such fiscal quarters.

          "RESTRICTED INVESTMENTS" shall mean any Investment prohibited by
     paragraph 6I.

          "SECURITY AGREEMENT" means the Security Agreement among the Company,
     various Subsidiaries and the Collateral Agent, substantially in the form as
     delivered pursuant to Section 4(b)(iii) of the April 2000 Modification.


                                       3



<PAGE>   4


          "SHORT TERM DEBT" shall mean, as of any date of determination with
     respect to any Person, (i) all Indebtedness of such Person for borrowed
     money other than Funded Debt of such Person and (ii) Guarantees by such
     Person of Short Term Debt of Persons other than Members.

          "SPECIAL A/P CHARGES" means, at any time, the first $15,000,000 of
     accounts payable charges taken by the Company during the fiscal quarters
     ending March 31, 2000 and June 30, 2000.

          "SPECIAL 1999 CHARGES" means up to $100,000,000 of accounting
     adjustments taken by the Company during the 1999 fiscal year.

          "SUBSIDIARY" shall mean any corporation all of the stock of every
     class of which, except directors' qualifying shares, shall, at the time as
     of which any determination is being made, be owned by the Company either
     directly or through Subsidiaries. Notwithstanding the foregoing, for
     purposes of calculating the financial covenants, each of Cotter Canada
     Hardware and Variety Company, Inc. and TruServ Canada Cooperative Inc. will
     be deemed a Subsidiary of the Company if, in accordance with generally
     accepted accounting principles, it is consolidated in the financial
     statements of the Company required to be delivered pursuant to clauses (i)
     and (ii) of paragraph 5A hereof.

          "SUPPLEMENTAL COUPON ELIMINATION DATE" shall mean the first January
     1st or July 1st to occur after the Ratio Compliance Date.

          "SUPPLEMENTAL INTEREST RATE" shall mean (a) to (but excluding) the
     Supplemental Coupon Elimination Date, 3.25% per annum, and (b) on and after
     the Supplemental Coupon Elimination Date, 2.40% per annum.

          "TOTAL SENIOR DEBT" means the sum of (a) all Debt of the Company and
     its Subsidiaries other than Subordinated Debt and (b) the principal or face
     amount of all outstanding "LC Obligations" under and as defined in the
     Intercreditor Agreement.

          "TOTAL SENIOR DEBT TO EBITDA RATIO" shall mean, as of the last day of
     any fiscal quarter, the ratio of (a) the remainder of (i) the daily average
     of the amount of Total Senior Debt outstanding during the last fiscal month
     of such fiscal quarter minus (ii) the daily average of cash and marketable
     securities during the last fiscal month of such fiscal quarter to (b) the
     sum of (i) EBITDA for the period of four consecutive fiscal quarters then
     ending, plus (ii) for the period of four fiscal quarters ending March 31,
     2000, June 30, 2000 and September 30, 2000, Special 1999 Charges (to the
     extent taken in such period), plus (iii) for the period of four fiscal
     quarters ending March 31, 2000 and June 30, 2000, Special A/P Charges (to
     the extent taken in such period).




                                       4


<PAGE>   5


          "TRADEMARK SECURITY AGREEMENT" shall mean the Trademark Security
     Agreement between the Company and the Collateral Agent, substantially in
     the form as delivered pursuant to Section 4(b)(vi) of the April 2000
     Modification.

     1.2 The paragraph at the end of paragraph 1 of the Note Agreement is
amended in its entirety to read as follows:

          The Company shall pay to each holder of Notes supplemental interest on
     the unpaid balance of the aggregate principal amount of the Notes held by
     it at the rate equal to the Supplemental Interest Rate. Such supplemental
     interest shall be computed on the basis of a 360 day year of twelve 30 day
     months and shall be payable on the interest payment due dates for the
     applicable Notes to which such supplemental interest relates, commencing
     with the first such interest payment due date on or after the Effective
     Date. To the extent permitted by law, any overdue payment of principal on
     any Note, interest on any Note and supplemental interest shall bear
     interest (payable on demand) at a rate per annum from time to time equal to
     the greater of (i) the sum of (x) 2%, plus (y) the Supplemental Interest
     Rate as from time to time in effect, plus (z) the interest rate per annum
     which such Note bears other than during the period in which an Event of
     Default is in existence or (ii) 2% over the rate of interest publicly
     announced by Morgan Guaranty Trust Company of New York from time to time as
     its "base" or "prime" rate. For the avoidance of doubt, all references in
     this Agreement to interest shall be deemed to include the supplemental
     interest payable pursuant to this paragraph (including, without limitation,
     the references to interest in paragraphs 4, 7A(ii), and 10A). The Company
     further agrees that, during any period that an Event of Default shall be in
     effect, to the extent permitted by law the entire outstanding principal
     amount of each Note shall bear interest at a rate per annum which is equal
     to the sum of (x) 2%, plus (y) the Supplemental Interest Rate as from time
     to time in effect, plus (z) the interest rate per annum which such Note
     would otherwise bear.

The Purchasers acknowledge that the forgoing provisions added to the Note
Agreement by this Section 1.1 replace and are in lieu of the requirement to pay
supplemental interest at the rate of .50% per annum previously added to the Note
Agreement by amendment.

     1.3 Paragraph 5A of the Note Agreement is amended by (a) deleting the word
"and" immediately after clause 5A(vi), (b) renumbering clause (vii) as clause
(ix), and (c) inserting the following new clauses (vii) and (viii):

          (vii) as soon as practicable and in any event within 45 days after the
     end of each month in each fiscal year, consolidated statements of
     operations, capital stock and retained earnings and cash flows of the
     Company and its Subsidiaries for such month, and a consolidated balance
     sheet of the Company and its Subsidiaries as of the end of such month, all
     in reasonable detail and satisfactory in form to the Required Holder(s) and
     certified by an authorized financial officer of the Company, subject to
     change resulting from year-end adjustments;



                                       5


<PAGE>   6


          (viii) simultaneously with sending the same to the agent or any lender
     under the BofA Credit Agreement, a copy of any notice, report or other
     written information delivered to the agent or any lender under the BofA
     Credit Agreement; and

     1.4 Paragraph 5 of the Note Agreement is amended by adding the following
new paragraphs 5G, 5H, 5I and 5J thereto:

          5G.    COLLATERAL/ACCOUNTING SYSTEMS EXAMINATION. The Company
     covenants that it will (a) cooperate with the holders of the Notes and
     their respective representatives in commencing a collateral and accounting
     systems examination within 60 days following the Effective Date and
     completing such examination as promptly as practicable thereafter and (b)
     pay all reasonable costs and expenses in connection with such examination.

          5H.    REAL ESTATE DOCUMENTS. (a)(i)The Company shall, and shall
     cause each applicable Guarantor to, promptly (and, in any event, no later
     than April 26, 2000) execute and deliver a Mortgage providing for a fully
     perfected Lien, in favor of the Collateral Agent, in all right, title and
     interest of the Company or such Guarantor in each parcel of real property
     listed on Part 1 of Schedule 6.16 to the BA Credit Agreement (as in effect
     on the Effective Date) (each a "PRIMARY PROPERTY").

          (ii)   The Company shall, and shall cause each applicable Guarantor
     to, promptly (and in any event, no later than May 10, 2000) execute and
     deliver a Mortgage providing for a fully perfected Lien, in favor of the
     Collateral Agent, in all right, title and interest of the Company or such
     Guarantor in each parcel of real property listed on Part 2 of Schedule 6.16
     to the BA Credit Agreement, as in effect on the Effective Date (each a
     "SECONDARY PROPERTY"; the Primary Properties and the Secondary Properties
     are collectively referred to as the "PROPERTIES").

          (b)    The Company shall, and shall cause each Guarantor to, promptly
     (and, in any event, no later than May 15, 2000 for each Primary Property
     and May 31, 2000 for each Secondary Property) provide the following
     documents in connection with each Mortgage referred to above:

                 (i)  an ALTA Loan Title Insurance Policy, issued by an insurer
          acceptable to the Required Holder(s), insuring the Collateral Agent's
          Lien on the Property subject to such Mortgage and containing such
          endorsements as the Collateral Agent may reasonably require (it being
          understood that the amount of coverage, exceptions to coverage and
          status of title set forth in such policy shall be acceptable to the
          Required Holder(s));

                 (ii) copies of all documents of record concerning such
          Property as shown on the commitment for the ALTA Loan Title Insurance
          Policy referred to above;


                                       6


<PAGE>   7


               (iii) original or certified copies of all insurance policies
          required to be maintained with respect to such Property by this
          Agreement or the applicable Mortgage; and

               (iv)  a flood insurance policy covering such Property,
          reasonably satisfactory to the Required Holder(s), if required by the
          Flood Disaster Protection Act of 1973.

          Additionally, in the case of any real property leased by the Company
     or any Guarantor, the Company shall use its best efforts to, or shall cause
     such Guarantor to use its best efforts to, provide a consent, in form and
     substance satisfactory to the Required Holder(s), from the owner and each
     mortgagee of such property (a) consenting to the Mortgage in favor of the
     Collateral Agent with respect to such property and (b) waiving any
     landlord's Lien in respect of personal property kept at the premises
     subject to such lease.

          5I.  FURTHER ASSURANCES. The Company shall (a) cause all Subsidiaries
     to guarantee the obligations of the Company hereunder pursuant to the
     Guaranty (and in furtherance of the foregoing, immediately upon the
     creation or acquisition of any Subsidiary, cause such Subsidiary to execute
     and deliver a counterpart of the Guaranty, together with such other
     documents, including resolutions and opinions of counsel, as the holder of
     a Note may reasonably request), provided neither TruServ Specialty Company,
     LLC nor any Inactive Subsidiary or Foreign Subsidiary (other than Cotter
     Canada Hardware and Variety Company, Inc.) shall have an obligation to
     execute a counterpart of the Guaranty; and (b) take, and cause each of
     Guarantors to take, such actions as are necessary or as the Required
     Holder(s) may reasonably request from time to time (including the execution
     and delivery of security agreements, pledge agreements, financing
     statements, mortgages, deeds of trust and other documents, the filing or
     recording of any of the foregoing, the delivery of stock certificates and
     other collateral with respect to which perfection is obtained solely by
     possession, the notation of the Collateral Agent's Liens on certificates of
     title for vehicles and the delivery of opinions of counsel) to ensure that
     the obligations of the Company and each Guarantor hereunder and under the
     Guaranty, as applicable, are secured by perfected security interests in
     substantially all of the personal property of each such entity, and
     provided further that neither the Company nor any Guarantor shall be
     required to pledge more than 65% of the stock of any Foreign Subsidiary
     (other than Cotter Canada Hardware and Variety Company Inc.).

          5J.  WAIVER OF NEGATIVE PLEDGE. The Company will, not later than June
     30, 2000, cause The Industrial Development Authority of the State of New
     Hampshire (the "IDA") to waive the negative pledge set forth in Section 8.1
     of the Loan Agreement dated as of October 1, 1982 between the IDA and the
     Company (then known as Cotter&Company) to permit a Lien in favor of the
     Collateral Agent on the Project (as defined in the Loan Agreement referred
     to above).


                                       7


<PAGE>   8


     1.5 Paragraph 6B(1) of the Note Agreement is amended by renumbering clause
(x) thereof as clause (xi) and adding new clause (x) thereto, to read as
follows:

          (x) Liens in favor of the Collateral Agent, provided that the
     Intercreditor Agreement shall be in full force and effect;

     1.6  Paragraph 6B(2) of the Note Agreement is amended in its entirety to
read as follows:

          6B(2). DEBT. The Company will not and will not permit any Subsidiary
     to create, incur, assume or suffer to exist any Debt, except:

                 (a) Senior Funded Debt,

                 (b) Subordinated Debt,

                 (c) Debt under the Guaranty, and

                 (d) Short Term Debt of the Company;

     provided that the ratio of (x) the sum of (i) the aggregate amount (without
     duplication) of all Senior Funded Debt plus (ii) an amount equal to (A) the
     remainder of the lowest daily average amount of Short Term Debt outstanding
     for any period of 30 consecutive days during the 12-month period ending on
     the most recently completed month minus (B) the daily average of cash and
     marketable securities for such 30-day period to (y) the sum of (i)
     Consolidated Capitalization plus (ii) Special 1999 Charges plus (iii)
     Special A/P Charges plus (iv) the amount determined pursuant to clause
     (x)(ii) above shall not at any time exceed the ratio set forth below during
     any period set forth below:

                                                   Specified
                 Period Ending                     Percentage
                 -------------                     ----------

                 Through 12/31/01                  60%
                 Thereafter                        55%

          For purposes of this paragraph 6B(2), Debt represented by the loans
     under the BofA Credit Agreement or arising under the BAs shall be
     considered Short Term Debt.

          Without limiting the foregoing provisions of this paragraph, the
     Company will not permit the aggregate principal amount of all Debt of the
     Company and its Subsidiaries (other than (i) Debt under the BofA Credit
     Agreement and under the other Loan Documents (as defined in the BofA credit
     Agreement), (ii) Debt referred to on Schedule 6B(2) which was outstanding
     on March 31, 2000 and (iii) Subordinated Debt owed to Members) to exceed
     $35,000,000 at any time prior to the Supplemental Coupon Elimination Date.



                                       8



<PAGE>   9


     1.7  Paragraph 6B(4)(i) of the Note Agreement is amended by deleting
clause (z) therefrom.

     1.8  Paragraph 6C of the Note Agreement is amended in its entirety to read
as follows:

          6C. RATIO OF ASSET BASE TO DEBT. The Company will not permit the ratio
     of (a) the Asset Base as of the last day of any fiscal month to (b) the
     remainder of (i) the daily average of the amount of Total Senior Debt
     outstanding during the fiscal month ending on such date minus (ii) the
     daily average of cash and marketable securities during the fiscal month
     ending on such date to be equal to or less than the applicable ratio set
     forth below:

              Fiscal Month(s) Ending             Ratio
              ----------------------             -----

              04/3/99 through 05/29/99           1.10 to 1
              07/3/99 through 10/2/99            1.15 to I
              10/30/99 through 12/31/99          1.20 to 1
              01/29/00                           1.10 to 1
              2/26/00 through 12/31/00           1.20 to 1
              01/27/01                           1.10 to 1
              2/24/01 through 12/31/01           1.20 to 1
              01/26/02                           1.10 to 1
              2/23/02 and thereafter             1.20 to 1

     1.9  Paragraph 6H of the Note Agreement is amended in its entirety to read
as follows:

          6H. FIXED CHARGE COVERAGE RATIO. The Company shall not permit the
     Fixed Charge Coverage Ratio as of the end of any fiscal quarter to be less
     than the applicable ratio set forth below:

              Fiscal Quarter(s) Ending           Ratio
              ------------------------           -----

              3/31/00 through 6/30/00            1.20 to 1.00
              9/30/00                            1.40 to 1.00
              12/31/00 through 12/31/01          1.75 to 1.00
              3/31/02 and thereafter             1.85 to 1.00.

     1.10 Paragraph 6 of the Note Agreement is amended to add the following new
paragraphs 6I, 6J, 6K, 6L and 6M:

          6I. RESTRICTED INVESTMENTS. The Company will not and will not permit
     any Subsidiary to make any Investment except the Company and any Subsidiary
     may:

          (i) make or permit to remain outstanding loans or advances to any
     Subsidiary other than an Inactive Subsidiary,


                                       9


<PAGE>   10


          (ii)   after the Supplemental Coupon Elimination Date, own, purchase
     or acquire stock, obligations or securities of a Subsidiary or of a
     corporation which immediately after such purchase or acquisition will be a
     Subsidiary,

          (iii)  acquire and own stock, obligations or securities received in
     settlement of debts (created in the ordinary course of business) owing to
     the Company or any Subsidiary,

          (iv)   own, purchase or acquire prime commercial paper, banker's
     acceptances and certificates of deposit in United States and Canadian
     commercial banks (having combined capital and surplus of not less than U.S.
     $100,000,000) and repurchase agreements with respect to the foregoing, in
     each case due within one year from the date of purchase and payable in the
     United States in United States dollars, obligations of the government of
     the United States or any agency thereof, and obligations guaranteed by the
     government of the United States,

          (v)    make or permit to remain outstanding travel and other similar
     advances to officers and employees in the ordinary course of business,

          (vi)   permit to remain outstanding Investments existing on the
     Effective Date and described on Schedule 6I,

          (vii)  maintain deposit accounts with financial institutions in the
     ordinary course of business; provided that the amount maintained in deposit
     accounts with financial institutions other than the lenders under the BofA
     Credit Agreement shall not exceed (x) in the case of any one such account,
     $200,000 for more than three consecutive Business Days; and (y) in the case
     of all such accounts in the aggregate, $600,000 for more than two
     consecutive Business Days, and

          (viii) to the extent applicable, make Investments permitted under
     paragraph 6J below.

Notwithstanding the foregoing, the Company will not permit the aggregate amount
of Investments in TruServ Specialty Company, LLC to exceed $1,500,000 at any
time.

     6J.  RESTRICTED PAYMENTS. The Company will not and will not permit any
Subsidiary to pay or declare cash dividends, cash patronage dividends or
dividends on any class of its stock (other than dividends in kind) or redeem,
purchase or otherwise acquire, or make any redemptions, purchase, or other
acquisition of any of its stock or apply miscellaneous deductions in lieu of
patronage dividends, or make or permit any Subsidiary to make any Restricted
Investment (each a "Restricted Payment") except, if Consolidated Net Earnings
for any fiscal year are positive, to the extent that the aggregate amount of all
such Restricted Payments made in such fiscal year does not exceed 40% of
Consolidated Net Earnings for such fiscal year. Notwithstanding the foregoing,
the Company will not and will not permit any Subsidiary to make or pay any
Restricted payment (a) prior to



                                       10



<PAGE>   11




January 1, 2001, or (b) if at the time such Restricted Payment is made or paid,
or after giving effect thereto, a Default or an Event of Default would exist.

          6K. AMENDMENTS TO FINANCING AGREEMENTS OR SUBORDINATED DEBT; NO
     OPTIONAL PREPAYMENTS. The Company covenants that, without the consent of
     the Required Holder(s), it will not amend, modify, supplement or restate
     any Financing Agreement. The Company will not, and will not permit any
     Subsidiary to, (a) amend, alter or otherwise change any provision of any of
     the notes evidencing any Subordinated Debt now or hereafter issued by the
     Company or take any other action (or refrain from taking an action) which
     would have the effect of eliminating or altering in any way the effect of
     the subordination language appearing in such notes or any agreement
     relating thereto or the rights of the holders of the Notes arising as a
     result thereof or (b) make any optional or voluntary prepayment, in whole
     or in part, of any Subordinated Debt. The Company will not, and will not
     permit any Subsidiary to, make any optional or voluntary prepayment, in
     whole or in part, of any Benefited Obligations, other than (i) optional or
     voluntary prepayments, in whole or in part, of loans under the BA Credit
     Agreements that do not trigger a reduction in any commitments of the
     lenders thereunder and (ii) optional or voluntary prepayments, in whole or
     in part, of the Shelf Obligations (as defined in the Intercreditor
     Agreement) pursuant to the terms hereof.

          6L. MINIMUM EBITDA. The Company will not permit the sum of (i) EBITDA
     as of the end of any four consecutive fiscal quarters, plus (ii) for the
     period of four fiscal quarters ending March 31, 2000, June 30, 2000 and
     September 30, 2000, Special 1999 Charges (to the extent taken during such
     period), plus (iii) for the period of four fiscal quarters ending March 31,
     2000 and June 30, 2000, Special A/P Charges (to the extent taken during
     such period), to be less than $85,000,000.

          6M. INACTIVE SUBSIDIARIES. The Company will not at any time permit its
     Inactive Subsidiaries, taken as a whole, to have more than $200,000 of
     assets (based on fair market value) or to generate more than $5,000 of
     revenues in any fiscal quarter.

     1.11 Paragraph 7A of the Note Agreement is amended by adding the following
new clauses (xiv), (xv), (xvi), (xvii) and (xviii) thereto, to read as follows:

          (xiv)  an Event of Default exists under and as defined in the
     Intercreditor Agreement; or

          (xv)   the Guaranty shall cease to be in full force and effect with
     respect to any Guarantor (other than as a result of a transaction permitted
     hereunder), any Guarantor shall fail (subject to any applicable grace
     period) to comply with or to perform any applicable provision of the
     Guaranty, or any Guarantor (or any Person by, through or on behalf of such
     Guarantor) shall contest in any manner the validity, binding nature or
     enforceability of the Guaranty with respect to such Guarantor; or




                                       11



<PAGE>   12


          (xvi)   any Collateral Document shall cease to be in full force and
     effect with respect to the Company or any Guarantor (other than as a result
     of a transaction permitted hereunder), the Company or any Guarantor shall
     fail (subject to any applicable grace period) to comply with or to perform
     any applicable provision of any Collateral Document to which such entity is
     a party, or the Company or any Guarantor (or any Person by, through or on
     behalf of the Company or such Guarantor) shall contest in any manner the
     validity, binding nature or enforceability of any Collateral Document; or

          (xvii)  the lenders under the BA Credit Agreement shall at any time
     refuse to make revolving loans available to the Company thereunder when
     requested by the Company; or

          (xviii) the Company shall, on any date, not have in effect a BA Credit
     Agreement providing for a revolving loan facility to the Company in the
     amount of at least $250,000,000 for a period expiring at least 6 months
     after such date;

          SECTION 2. From and after the date this letter becomes effective in
     accordance with its terms, the 1992 Note Agreement is amended as follows:

     2.1  Paragraphs 5, 6 and clauses (i) through (xiii) of paragraph 7A of the
1992 Note Agreement are amended in their entirety to read as set forth in
paragraphs 5, 6 and clauses (i) through (xviii) of paragraph 7A, respectively,
of the Note Agreement, as amended by Section 1 hereof.

     2.2  Each of the definitions in paragraph 10B of the 1992 Note Agreement
which is used in paragraphs 1, 5, 6 or clauses (i) through (xviii) of paragraph
7A of the 1992 Note Agreement, as amended by Section 2.1 hereof, other than the
definition of the term "Notes", which shall remain unchanged, is amended to read
as set forth in paragraph 10B of the Note Agreement, as amended by Section 1
hereof.

     2.3  Paragraph 1 of the 1992 Note Agreement is amended to add at the end
thereof the following paragraph:

          The Company shall pay to each holder of Notes supplemental interest on
     the unpaid balance of the aggregate principal amount of the Notes held by
     it at the rate equal to the Supplemental Interest Rate. Such supplemental
     interest shall be computed on the basis of a 360 day year of twelve 30 day
     months and shall be payable on the interest payment due dates for the
     applicable Notes to which such supplemental interest relates, commencing
     with the first such interest payment due date on or after the Effective
     Date. To the extent permitted by law, any overdue payment of principal on
     any Note, interest on any Note and supplemental interest shall bear
     interest (payable on demand) at a rate per annum from time to time equal to
     the greater of (i) the sum of (x) 2%, plus (y) the Supplemental Interest
     Rate as from time to time in effect, plus (z) the interest rate per annum
     which the such Note bears other than during the period in which an Event of
     Default is in existence or (ii) 2% over the rate of interest publicly
     announced by Morgan



                                       12

<PAGE>   13



     Guaranty Trust Company of New York from time to time as its "base" or
     "prime" rate. For the avoidance of doubt, all references in this Agreement
     to interest shall be deemed to include the supplemental interest payable
     pursuant to this paragraph (including, without limitation, the references
     to interest in paragraphs 4, 7A(ii), and 10A). The Company further agrees
     that, during any period that an Event of Default shall be in effect, to the
     extent permitted by law the entire outstanding principal amount of each
     Note shall bear interest at a rate per annum which is equal to the sum of
     (x) 2%, plus (y) the Supplemental Interest Rate as from time to time in
     effect, plus (z) the interest rate per annum which such Note would
     otherwise bear.

The Purchasers acknowledge that the foregoing provisions added to the 1992 Note
Agreement by this Section 2.3 replace and are in lieu of the requirement to pay
supplemental interest at the rate of .50% per annum previously added to the 1992
Note Agreement by amendment.

     SECTION 3. Representations and Warranties. The Company represents and
warrants to each of the undersigned that, after giving effect hereto (a) each
representation and warranty set forth in paragraph 8 of the Note Agreement is
true and correct as of the date of the execution and delivery of this letter by
the Company with the same effect as if made on such date (except to the extent
such representations and warranties expressly refer to an earlier date, in which
case they were true and correct as of such earlier date) and (b) except for the
Specified Defaults (as defined below), no Event of Default or Default exists.

     SECTION 4. Effectiveness.. The amendments described in Section 1 above
shall become effective on the date when (the "EFFECTIVE DATE") each Purchaser
has received:

          (a)   the fees referred to in Section 5 below and all costs and
     expenses of such Purchaser (including reasonable fees and disbursements of
     special counsel to the Purchasers) in connection with this letter;

          (b)   the following documents, each (including, with limitation,
     those referred to in clause (vii) below) in a form and substance
     satisfactory to the Purchasers:

                (i)   counterparts of this letter agreement executed by the
          Company and the Purchasers;

                (ii)  the Guaranty, signed by each Guarantor;

                (iii) The Security Agreement signed by the Company and each
          Guarantor, together with evidence, satisfactory to the Purchasers,
          that the Company and each Guarantor have delivered to the Collateral
          Agent all financing statements and other documents necessary to
          perfect the Collateral Agent's Lien on all collateral granted under
          the Security Agreement;

                (iv)  the Pledge Agreement, executed by the Company and each
          Guarantor that as of the Effective Date has one or more Subsidiaries,
          together with



                                       13


<PAGE>   14


          all stock certificates, stock powers and other items required to be
          delivered in connection therewith;

                (v)    the Intercreditor Agreement, signed by the parties
          thereto and consented to by the Company and the Guarantors;

                (vi)   the Trademark Security Agreement, signed by the Company;

                (vii)  evidence that each of the "Operative Documents" as
          defined in the Synthetic Lease Guaranty, the Private Placement
          Agreement (each as defined in the Intercreditor Agreement) and the
          Amended and Restated Credit Agreement, dated as of July 1, 1997, among
          the Company, various financial institutions, and BofA, as agent, has
          been amended to conform in all material respects with the
          representations, warranties, covenants and defaults contained in this
          Agreement; and

                (viii) an opinion of counsel to the Company and the Guarantors
          in form and substance reasonably acceptable to the Purchasers;

          (c)   All corporate and other proceedings in connection with the
     transactions contemplated by this letter agreement shall be satisfactory to
     the Purchasers and their counsel, and the Purchasers shall have received
     all such counterpart originals or certified or other copies of such
     documents as they may reasonably request.

     SECTION 5. Fees. In consideration of the Purchasers entering into this
letter agreement, the Company agrees to pay, on or before the Effective Date,
ratably to Prudential and the Prudential Affiliates who are holders of notes
issued by the Company, an aggregate fee of $920,000.

     SECTION 6. Reference to and Effect on Note Agreements. Upon the
effectiveness of this letter, each reference to the Note Agreement or the 1992
Note Agreement in any other document, instrument or agreement shall mean and be
a reference to the Note Agreement or the 1992 Note Agreement, as the case may
be, as modified by this letter. Except as specifically set forth in Section 1 or
2 hereof, each of the Note Agreement and the 1992 Note Agreement shall remain in
full force and effect and is hereby ratified and confirmed in all respects.

     SECTION 7. Waiver. Effective on the Effective Date, the Purchasers hereby
waive any Default or Event of Default under paragraph 7A(v) of the Note
Agreement or the 1992 Note Agreement resulting solely from a failure to comply
with paragraph 6B(2) and 6H of the Note Agreement for the periods ended December
31, 1999 and March 31, 2000, with paragraph 6C of the Note Agreement for the
periods ended December 31, 1999, January 31, 2000, February 29, 2000 and March
31, 2000, or with paragraphs 6A(ii), 6A(iii) and 6B(2) of the 1992 Note
Agreement for the periods ended December 31, 1999 and March 31, 2000
(collectively, the "Specified Defaults"). Except as specifically set forth in
the preceding sentence, nothing contained in the letter shall be construed as a
waiver of or consent to any other violation of the


                                       14



<PAGE>   15




Note Agreement or the 1992 Note Agreement or any other Default or Event of
Default under the Note Agreement or the 1992 Note Agreement.

     SECTION 8. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS
LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





                                       15


<PAGE>   16





     SECTION 9. Counterparts; Section Titles. This letter may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. The section titles contained in this letter are and shall be without
substance, meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.

                             Very truly yours,

                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


                             By:
                                 ----------------------------------------------
                                  Vice President


                             PRUCO LIFE INSURANCE COMPANY


                             By:
                                 ----------------------------------------------
                                  Vice President


                             U.S. PRIVATE PLACEMENT FUND

                             By:  Prudential Private Placement Investors, L.P.,
                                  Investment Advisor

                                  By: Prudential Private Placement Investors,
                                      Inc., its General Partner


                                      By:
                                         --------------------------------------
                                               Vice President

AGREED AND ACCEPTED:

TRUSERV CORPORATION


By:
    -----------------------
         Title:


By:
    -----------------------
         Title:


                                       16



<PAGE>   17


                                 Schedule 6B(2)

                                      Debt

     Shelf Agreement (as defined in the Intercreditor Agreement)

     Senior Note Agreements (as defined in the Intercreditor Agreement)

     "Operative Documents" referred to in the Synthetic Lease Guaranty (as
defined in the Intercreditor Agreement)




                                       17

<PAGE>   18


                                   Schedule 6I

                                   Investments

                                      None






                                       18