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                                                                   EXHIBIT 10.55


                         AMENDED AND RESTATED TERM NOTE

Nashville, Tennessee                                               $9,999,945.00
November 3, 2000

         WHEREAS, TRACTOR SUPPLY COMPANY, a Delaware corporation (the
"Borrower"), executed that certain Term Note in the original principal amount of
$15,000,000 dated June 30, 1998 payable to the order of SUNTRUST BANK,
successor-in-interest to SunTrust Bank, Nashville, N.A., a Georgia state banking
corporation (the "Lender") (as amended to date, the "Original Note");

         WHEREAS, Borrower and Lender desire to amend and restate the Original
Note as follows:

         NOW, THEREFORE,

         FOR VALUE RECEIVED, the "Borrower promises and agrees to pay to the
order of the Lender, at its offices in Nashville, Tennessee, or at such other
place as may be designated in writing by the holder, in lawful money of the
United States of America, the principal sum of up to Nine Million Nine Hundred
Ninety-Nine Thousand Nine Hundred Forty-Five and no/100 Dollars ($9,999,945)
together with interest from the date hereof on the unpaid principal balance
outstanding, from time to time hereon computed, at the Adjusted Eurodollar Rate,
as such term is defined in that certain Amended and Restated Loan Agreement
executed by and between Borrower and Lender dated November 3, 2000 (the "Loan
Agreement"), or at such other rate as set forth in and determined in accordance
with the Loan Agreement, be it the Base Rate or the Default Rate, as such terms
are defined in the Loan Agreement.

         This Note is executed in connection with the Loan Agreement. All
capitalized terms not defined herein shall have such meaning as set forth in the
Loan Agreement.

         This Note shall be payable as follows: (a) commencing on the first
Business Day of December, 2000 and on the first Business Day of each consecutive
month thereafter through and including October 3, 2003, the Borrower shall pay
to Lender a principal amount equal to $178,527.00, plus all accrued interest,
and (b) on November 5, 2003 (the "Maturity Date"), this Note shall mature, and
the Borrower shall pay to Lender an amount equal to all accrued interest and all
outstanding principal. All payments of principal and interest to the Lender
shall be in immediately available funds.

         This Note may not be prepaid in whole or in part except in accordance
with the terms of the Loan Agreement.

         Notwithstanding any provision to the contrary, it is the intent of the
Lender, the Borrower, and all parties liable on this Note, that neither the
Lender nor any subsequent holder shall be entitled to receive, collect, reserve
or apply, as interest, any amount in excess of the maximum lawful rate of
interest permitted to be charged by applicable law or regulations, as amended or
enacted from time to time. In the event the Note calls for an interest payment
that exceeds the maximum lawful rate of interest then applicable, such interest
shall not be received, collected, charged, or reserved until such time as that
interest, together with all other interest then payable, falls within the then
applicable maximum lawful rate of interest. In the event the Lender, or any
subsequent holder, receives any such interest in excess of the then maximum
lawful rate of interest, such amount which would be excessive interest shall be
deemed a partial prepayment of principal and treated hereunder as such, or, if
the principal indebtedness evidenced hereby is paid in full, any remaining
excess funds shall immediately be paid to the Borrower. In determining whether
or not the interest paid or payable, under any specific contingency, exceeds the
maximum lawful rate of interest, the Borrower and the Lender shall, to the
maximum extent permitted under applicable law, (a) exclude voluntary prepayments
and the effects thereof, and (b) amortize, prorate, allocate, and spread, in
equal parts, the total amount of interest throughout the entire term of the
indebtedness; provided that if the indebtedness is paid in full prior to the end
of the full contemplated term hereof, and if the interest received for the
actual period of existence hereof exceeds the maximum lawful rate of
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interest, the holder of the Note shall refund to the Borrower the amount of such
excess or credit the amount of such excess against the principal portion of the
indebtedness as of the date it was received, and, in such event, the Lender
shall not be subject to any penalties provided by any laws for contracting for,
charging, reserving, collecting or receiving interest in excess of the maximum
lawful rate of interest.

         Upon the occurrence and continuation of an Event of Default under the
Loan Agreement, principal and unpaid interest shall bear interest at the Default
Rate. In case of suit, or if this obligation is placed in an attorney's hands
for collection or to protect the Lender's rights or security under this
agreement, the undersigned Borrower will pay all costs of collection and
litigation, including a reasonable attorney's fee.

         Subject to any applicable notice and cure periods contained in the Loan
Agreement, upon the occurrence of an Event of Default as defined in the Loan
Agreement, the Lender may declare all principal and interest outstanding
hereunder to be due, payable and collectible then or thereafter, without notice,
as the holder may elect, regardless of the date of maturity. The holder may
waive any default before or after the same has been declared and restore this
Note to full force and effect without impairing any rights hereunder, such right
or waiver being a continuing one.

         The makers, endorsers, guarantors and all parties to this Note and all
who may become liable for same, jointly and severally waive presentment for
payment, protest, notice of protest, notice of nonpayment of this Note, demand
and all legal diligence in enforcing collection, and hereby expressly agree that
the lawful owner or holder of this Note may defer or postpone collection of the
whole or any part thereof, either principal and/or interest, or may extend or
renew the whole or any part thereof, either principal and/or interest, or may
accept additional collateral or security for the payment of this Note, or may
release the whole or any part of any collateral security and/or liens given to
secure the payment of this Note, or may release from liability on account of
this Note any one or more of the makers, endorsers, guarantors and/or other
parties thereto, all without notice to them or any of them; and such deferment,
postponement, renewal, extension, acceptance of additional collateral or
security and/or release shall not in any way affect or change the obligation of
any such maker, endorser, guarantor or other party to this Note, or of any who
may become liable for the payment thereof.

         This Note has been executed and delivered in, and shall be governed by
and construed according to the laws of the State of Tennessee except to the
extent pre-empted by applicable laws of the United States of America.

         This Note may not be changed or terminated without the prior written
approval of the Lender and the Borrower. No waiver of any term or provision
hereof shall be valid unless in writing signed by the holder.

         This Note amends and restates the Original Note and does not constitute
a novation or release of the Original Note or the indebtedness evidenced
thereby.

         Executed as of the 3rd day of November, 2000.

                                  BORROWER:

                                  TRACTOR SUPPLY COMPANY



                                  By: /s/ Calvin B. Massmann
                                      -----------------------------------------

                                  Title: Sr. Vice President-CFO and Treasurer
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