BAKER J INC
FIRST AMENDMENT TO 1999 LOAN AND SECURITY AGR.
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FIRST AMENDMENT TO 1999 LOAN AND SECURITY AGR.
<TEXT>


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

                            First Amendment Effective Date ......August 10, 2000

          THIS FIRST 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" (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, which amendment shall take effect on the First Amendment Effective
     Date:

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

          "Apparel Division  Inventory  Advance Rate": The following  percentage
     during the following periods:
<TABLE>

                  ------------------------------------------ -------------------------------------------- ----------
                  <S>                                        <C>                                          <C>
                  FROM                                       TO                                           Rate
                  ------------------------------------------ -------------------------------------------- ----------
                  Effective Date of this Agreement           December 15, 1999                            29%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 1999                          Day Prior To First Amendment Effective date  27%
                  ------------------------------------------ -------------------------------------------- ----------
                  First Amendment Effective Date             December 15, 2000                            29%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 2000                          August 31, 2001                              27%
                  ------------------------------------------ -------------------------------------------- ----------
                  September 1, 2001                          December 15, 2001                            29%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 2001                          May 1, 2002                                  27%
                  ------------------------------------------ -------------------------------------------- ----------
</TABLE>

         "Loan to Collateral Percentage":   Subject to Section , the following:
<TABLE>

                  <S>                                        <C>                                   <C>
                  ------------------------------------------ ------------------------------------- -----------------
                  FROM                                       TO                                    Percentage
                  ------------------------------------------ ------------------------------------- -----------------
                  Effective Date of this Agreement           April 30, 2000                        105%
                  ------------------------------------------ ------------------------------------- -----------------
                  May 1, 2000                                Day Prior To First Amendment          100%
                                                                  Effective date

                  ------------------------------------------ ------------------------------------- -----------------
                  First Amendment Effective Date             December 15, 2000                      97.5%
                  ------------------------------------------ ------------------------------------- -----------------
                  December 16, 2000                          April 30, 2001                        95%
                  ------------------------------------------ ------------------------------------- -----------------
                  All times After April 30, 2001                                                   90%
                  ------------------------------------------ ------------------------------------- -----------------
</TABLE>

          "Shoe  Division  Inventory  Advance  Rate":  The following  percentage
     during the following periods:
<TABLE>

                  <S>                                        <C>                                          <C>
                  ------------------------------------------ -------------------------------------------- ----------
                  FROM                                       TO                                           Rate
                  ------------------------------------------ -------------------------------------------- ----------
                  Effective Date of this Agreement           December 15, 1999                            30%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 1999                          Day Prior To First Amendment Effective date  28%
                  ------------------------------------------ -------------------------------------------- ----------
                  First Amendment Effective Date             December 15, 2000                            30%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 2000                          August 31, 2001                              28%
                  ------------------------------------------ -------------------------------------------- ----------
                  September 1, 2001                          December 15, 2001                            30%
                  ------------------------------------------ -------------------------------------------- ----------
                  December 16, 2001                          May 1, 2002                                  28%
                  ------------------------------------------ -------------------------------------------- ----------
</TABLE>

          Article 1 of the Loan Agreement is further  amended by the addition of
     the following Definition in alphabetical order therein:

          "First  Amendment  Effective  Date":  The date  specified in the First
     Amendment to this Loan Agreement as its effective date.


         Section 3-3(b) of the Loan Agreement is amended to read as follows:

          (b)  Prepayments may be made towards the unpaid  principal  balance of
     the Term Loan as  provided  in this  Section as well as provided in Section
     3:3-3(c):

                    (i)  Subject to Section , the following  prepayments  of the
                         Term Loan may be made on or after the date indicated:

                       (A) December 31, 2000 : $5 Million

                      (B)  May 1, 2001 : $5 Million

                    (ii) The  prepayments  described  in  Section  may  be  made
                         provided  that (x) on the date on which such payment is
                         made, no Suspension Event is continuing and (y) Overall
                         Availability  is not less than the following on each of
                         the 30 consecutive days prior to, through one day after
                         the day on which the subject prepayment is made and (z)
                         with  respect to the  prepayment  described  in Section
                         3:3-3(b)(i)(B),  which  may be made on or after  May 1,
                         2001,  only  if the  prepayment  described  in  Section
                         3:3-3(b)(i)(A),  which may be made on or after December
                         31, 2000 has been made (the "Prepayment Parameter"):

                      (A) Prepayment on or after December 31, 2000 : $30 Million
                      (B) Prepayment on or after May 1, 2001 : $25 Million

         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  First  Amendment  Fee  described  in  the  First
     Amendment Fee Letter of or about even date.

          (b) The delivery of 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 First 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.

         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 First  Amendment  which are  defined in the Loan
     Agreement are used as so defined.

          (b) This First 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 First  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 First  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  First
     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 First Amendment.

          (f) This First  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 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/ James M. Vandervalk
                                     Name:             James M. Vandervalk
                                     Title:            President, ABC Division



                                                          HELLER FINANCIAL, INC.

                                     By:               /s/ Richard J. Holston
                                     Name:             Richard J. Holston
                                     Title:            Assistant Vice President


                                                      ORIX BUSINESS CREDIT, INC.

                                     By:               /s/ F.J. Plank
                                     Name:             F.J. Plank
                                     Title:            President



                                                    FOOTHILL CAPITAL CORPORATION

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


                                          NATIONAL CITY COMMERCIAL FINANCE, INC.


                                     By:               /s/ Elizabeth M. Lynch
                                     Name:             Elizabeth M. Lynch
                                     Title:            Senior Vice President


                                                                    AMSOUTH BANK

                                     By:               /s/ Frank D. Marsicano
                                     Name:             Frank D. Marsicano
                                     Title:            Attorney in Fact


                                                         LASALLE BUSINESS CREDIT


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


                                                              THE PROVIDENT BANK


                                     By:               /s/ Jose V. Garde
                                     Name:             Jose V. Garde
                                     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:            AVP



                                                                  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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</DOCUMENT>
