BAKER J INC
SECOND AMENDMENT TO 1999 LOAN & SECURITY AGR.
<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>SECOND AMENDMENT TO 1999 LOAN & SECURITY AGR.
<TEXT>


SECOND AMENDMENT TO
1999 LOAN AND SECURITY AGREEMENT                       Fleet Retail Finance Inc.
                                                            ADMINISTRATIVE AGENT
                                                            AND COLLATERAL AGENT

                                                                 August 22, 2000

          THIS SECOND AMENDMENT is made in consideration of the mutual covenants
     contained herein and benefits to be derived herefrom to the August 30, 1999
     agreement  styled "1999 Loan and Security  Agreement"  (as amended to date,
     the "Loan Agreement") between

               BankBoston Retail Finance Inc. (now known as Fleet Retail Finance
          Inc.), a Delaware  corporation with its principal executive offices at
          40 Broad Street, Boston, Massachusetts, as Administrative Agent and as
          Collateral Agent for the ratable benefit of (i) a syndicate of lenders
          (defined therein as the "Revolving  Credit Lenders") and (ii) Back Bay
          Capital Funding LLC (defined  therein as the "Term Lender") a Delaware
          limited liability company,

                  and

                          The Revolving Credit Lenders

                  and

                           The Term Lender

                  On the one hand

                  and

               J. Baker,  Inc., a Massachusetts  corporation  with its principal
          executive offices at 555 Turnpike Street, Canton,  Massachusetts 02021
          as agent for the following:

               Morse  Shoe,  Inc. ( a Delaware  corporation  with its  principal
          executive  offices  at  555  Turnpike  Street,  Canton,  Massachusetts
          02021);

               JBI,  Inc.  ( a  Massachusetts  corporation  with  its  principal
          executive  offices  at  555  Turnpike  Street,  Canton,  Massachusetts
          02021);

               JBI Apparel, Inc.( a Massachusetts corporation with its principal
          executive  offices  at  555  Turnpike  Street,  Canton,  Massachusetts
          02021);

               The Casual  Male,  Inc. ( a  Massachusetts  corporation  with its
          principal   executive   offices  at  437  Turnpike   Street,   Canton,
          Massachusetts 02021);

               WGS  Corp.  ( a  Massachusetts  corporation  with  its  principal
          executive  offices  at  555  Turnpike  Street,  Canton,  Massachusetts
          02021); and

               TCMB&T,  Inc.( a  Massachusetts  corporation  with its  principal
          executive  offices  at  437  Turnpike  Street,  Canton,  Massachusetts
          02021);

         on the other,

                                   WITNESSETH:

          1.   AMENDMENT OF LOAN AGREEMENT:

          Subject to the  satisfaction  of the  Conditions to  Effectiveness  of
     Amendment  set  forth in (2),  below,  the Loan  Agreement  is  amended  as
     follows:

          Article  1 of the Loan  Agreement  is  amended  so that the  following
     Definition, included therein, reads as follows:

"        "Revolving Credit Loan Ceiling":   $160 Million.

         Section 2-9 of the Loan Agreement is amended to read as follows:

          The obligation to repay loans and advances under the Revolving Credit,
     with  interest as provided  herein,  shall be evidenced  by Notes (each,  a
     "Revolving Credit Note") in the form of EXHIBIT , annexed hereto,  executed
     by the Borrowers,  one payable to each Revolving Credit Lender. Each of the
     Borrower's  shall be bound by, and  obligated on account of any increase in
     the  amount  of any  Revolving  Credit  Lender's  Revolving  Credit  Dollar
     Commitment  notwithstanding  that such increase may not be reflected on the
     Revolving  Credit Note held by that Revolving  Credit  Lender.  Neither the
     original  nor a copy  of any  Revolving  Credit  Note  shall  be  required,
     however,  to  establish  or  prove  any  Liability.   Upon  the  Borrowers'
     Representative's being provided with an affidavit,  from the Administrative
     Agent  to the  effect  that  any  Revolving  Credit  Note  has  been  lost,
     mutilated, or destroyed,  the Borrowers shall execute a replacement thereof
     and deliver such replacement to the Administrative Agent.

          Schedule 1 of the Loan  Agreement  is  amended  to read as  Schedule 1
     annexed hereto.

          2.   CONDITIONS TO EFFECTIVENESS OF AMENDMENT:

          The effectiveness of this Amendment is conditioned on the satisfaction
     of each of the following:

          (a)  Payment  of the  Second  Amendment  Fee  described  in the Second
     Amendment Fee Letter of or about even date.

          (c) The delivery to the Administrative Agent of Certificates  executed
     respectively by the Chief Executive Officer and the Chief Financial Officer
     of J. Baker,  Inc.  stating that at the delivery of such  Certificates,  no
     Suspension Event has occurred which is then continuing and that neither the
     execution nor the  effectiveness  of this Second Amendment is prohibited by
     or   constitutes  a  breach  of  any  agreement  to  which  the  Borrowers'
     Representative or any Borrower is a party or by which any is bound.

          (d) The  delivery  of an opinion of  counsel  to the  Borrowers  which
     confirms the due execution,  binding  effect,  and  enforceability  of this
     Second  Amendment and absence of conflict of this Second Amendment with any
     agreement to which the Borrowers' Representative or any Borrower is a party
     or by  which  any is  bound  (which  opinion  may be  subject  to the  same
     qualifications  as had been included in such counsel's  opinion rendered in
     connection with the execution of the Loan Agreement).

          3.   RATIFICATION OF LOAN DOCUMENTS. NO CLAIMS AGAINST ANY LENDER:

          (a) Except as provided  herein,  all terms and  conditions of the Loan
     Agreement and of the other Loan Documents  remain in full force and effect.
     The Borrowers' Representative and each Borrower hereby ratifies,  confirms,
     and  re-affirms  all and  singular  the  terms  and  conditions,  including
     execution and delivery, of the Loan Documents.

          (b)  There is no basis nor set of facts on which  any  amount  (or any
     portion  thereof) owed by any Borrower  under the Loan  Agreement  could be
     reduced,  offset,  waived, or forgiven, by rescission or otherwise;  nor is
     there any claim, counterclaim, off set, or defense (or other right, remedy,
     or basis having a similar effect)  available to any Borrower with regard to
     thereto; nor is there any basis on which the terms and conditions of any of
     the Liabilities  could be claimed to be other than as stated on the written
     instruments  which  evidence  such  Liabilities.  To the  extent  that  any
     Borrower or any such  guarantor  has (or ever had) any such claims  against
     the Agent or any Lender, each hereby  affirmatively WAIVES and RELEASES the
     same.

          4.   MISCELLANEOUS:

          (a) Terms used in the Second  Amendment  which are defined in the Loan
     Agreement are used as so defined.

          (b) This Second Amendment may be executed in several  counterparts and
     by each party on a separate counterpart, each of which when so executed and
     delivered shall be an original,  and all of which together shall constitute
     one instrument.

          (c) This Second  Amendment  expresses the entire  understanding of the
     parties  with respect to the  transactions  contemplated  hereby.  No prior
     negotiations or discussions  shall limit,  modify,  or otherwise affect the
     provisions hereof.

          (d) Any  determination  that any provision of this Second Amendment or
     any application hereof is invalid, illegal, or unenforceable in any respect
     and  in  any  instance  shall  not  affect  the  validity,   legality,   or
     enforceability  of such provision in any other  instance,  or the validity,
     legality,  or  enforceability  of  any  other  provisions  of  this  Second
     Amendment.

          (e) The Borrower shall pay on demand all reasonable costs and expenses
     of the Agents, including, without limitation, reasonable attorneys' fees in
     connection with the preparation,  negotiation,  execution,  and delivery of
     this Second Amendment.

          (f) This Second Amendment shall be construed,  governed,  and enforced
     pursuant to the laws of The  Commonwealth of  Massachusetts  and shall take
     effect as sealed instrument.

          Except  as  amended  hereby  all  terms  and  conditions  of the  Loan
     Agreement,  as previously  amended to date,  shall remain in full force and
     effect.

                              THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT:
                                                      FLEET  RETAIL FINANCE INC.


                          By:               /s/ Sally A. Sheehan
                          Name:             Sally A. Sheehan
                          Title:            Director

                                                   THE REVOLVING CREDIT LENDERS:
                                                      FLEET  RETAIL FINANCE INC.

                          By:               /s/ Sally A. Sheehan
                          Name:             Sally A. Sheehan
                          Title:            Director

                                                  DEBIS FINANCIAL SERVICES, INC.

                          By:               /s/ Christopher J. Esposito
                          Name:             Christopher J. Esposito
                          Title:            Managing Director



                                                          HELLER FINANCIAL, INC.

                          By:               /s/ Thomas W. Bukowski
                          Name:             Thomas W. Bukowski
                          Title:            Senior Vice President


                                                      ORIX BUSINESS CREDIT, INC.

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

                                                    FOOTHILL CAPITAL CORPORATION

                          By:               /s/  Todd R. Nakamoto
                          Name:             Todd R. Nakamoto
                          Title:            Vice President

                                          NATIONAL CITY COMMERCIAL FINANCE, INC.


                          By:               /s/ Gregory A. Godec
                          Name:             Gregory A. Godec
                          Title:            Senior Vice President


                                                                    AMSOUTH BANK

                          By:               /s/ Barry S. Renow
                          Name:             Barry S. Renow
                          Title:            Attorney in Fact

                                                         LASALLE BUSINESS CREDIT


                          By:               /s/ Corey L. Sclar
                          Name:             Corey L. Sclar
                          Title:            Vice President

                                                              THE PROVIDENT BANK


                          By:               /s/ Peter B. York
                          Name:             Peter B. York
                          Title:            Vice President

                                                      FINOVA CAPITAL CORPORATION


                          By:               /s/ Gerard C. Wordell
                          Name:             Gerard C. Wordell
                          Title:            Authorized Signer


                                             IBJ WHITEHALL BUSINESS CREDIT CORP.


                          By:               /s/ John N. Favale
                          Name:             John N. Favale
                          Title:            Assistant Vice President

                                                                  SOVEREIGN BANK


                          By:               /s/ Patrick J. Norton
                          Name:             Patrick J. Norton
                          Title:            Vice President

                                                                THE TERM LENDER:
                                                            BACK BAY CAPITAL LLC

                          By:               /s/ Michael L. Pizette
                          Name:             Michael L. Pizette
                          Title:            Managing Director


                                                       BORROWERS' REPRESENTATIVE
                                                        J. BAKER, INC., as Agent

                          By:               /s/ Alan I. Weinstein
                          Name:             Alan I. Weinstein
                          Title:            President and CEO

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