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                                                                   Exhibit 10.99

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

         THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), effective as of June 18, 2003, by and among GOODY'S FAMILY
CLOTHING, INC. and the other borrowers listed on the signature pages hereto (the
"Borrowers"), the financial institutions party to the Loan Agreement (as
hereinafter defined) from time to time (collectively, the "Lenders"), and THE
CIT GROUP/BUSINESS CREDIT INC., a New York corporation, as Lender and agent (the
"Agent").

                                    RECITALS:

         WHEREAS, the Borrowers, the Lenders and the Agent are party to that
certain Loan and Security Agreement, dated as of May 31, 2001, as amended by
that certain First Amendment to Loan and Security Agreement, dated as of August
29, 2001 (collectively, the "Loan Agreement"; capitalized terms used herein but
not defined shall have the meaning assigned to such terms in the Loan
Agreement), pursuant to which the Lenders have extended a revolving credit loan
facility to the Borrowers in the principal amount of $130,000,000, secured by
the Collateral;

         WHEREAS, subject to the terms and conditions set forth herein, the
Borrowers, the Lenders desire to amend the Loan Agreement as herein provided.

         NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

         1. DEFINITIONS. Each reference to "hereof," "hereunder," "herein" and
"hereby" and each other similar reference and each reference to "the Agreement"
and each other similar reference contained in the Loan Agreement shall from and
after the effective date hereof refer to the Loan Agreement as amended hereby.

         2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
as follows:


                  (a) SECTION 1 of the Loan Agreement, Definitions, is hereby
         amended to add the following definitions in appropriate alphabetical
         order:

                           "Consolidated Net Income" means, for any applicable
                  period, the net income or loss of the Borrowers and their
                  consolidated Subsidiaries for such period, determined on a
                  consolidated basis in accordance with GAAP.

                           "First Amendment" means the First Amendment to Loan
                  and Security Agreement, effective as of August 29, 2001, by
                  and among Borrowers, Agent, and Lenders.
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                           "Second Amendment" means the Second Amendment to Loan
                  and Security Agreement, effective as of June 18, 2002, by and
                  among Borrowers, Agent, and Lenders.

                  (b) SECTION 11.6 of the Loan Agreement, Restricted
         Distributions and Payments, is hereby amended to delete the words "and
         (c)" after clause (b) therein and insert in lieu thereof the following:

                           ", (c) so long as no Event of Default exists or would
                  occur therefrom, cash dividends on the Common Stock for any
                  Fiscal Year during the remaining term hereof in an amount
                  equal to (i) $3,500,000, but not to exceed $10,000,000 in the
                  aggregate during the remaining term hereof plus (ii) fifty
                  percent (50%) of the Borrowers Consolidated Net Income for the
                  immediately preceding Fiscal Year; and (d)"

                  (c) SECTION 15.1(B) of the Loan Agreement, Address for
         Notices, is hereby amended to delete the contact information for the
         Agent and to insert in lieu thereof the following new contact
         information for the Agent:

                           If to the Agent: The CIT Group/Business Credit, Inc.
                                            1211 Avenue of the Americas
                                            New York, New York 10036
                                            Attn: Steven Schuit, Vice President
                                            Facsimile No.: (212)536-9379
                                            Phone:   (212)536-1281

                  (d) SECTION 15.1(C) of the Loan Agreement, Agent's Office, is
         hereby amended to delete the address therein and to insert in lieu
         thereof the address "1211 Avenue of the Americas, New York, New York
         10036".

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS. To induce Agent and
Lenders to enter into this Amendment, each Borrower hereby represents and
warrants to Agent and Lenders as follows:

                  (a) As of the date hereof, and after giving effect to the
         terms hereof, there exists no Default or Event of Default under the
         Loan Agreement or any of the other Loan Documents;

                  (b) each representation and warranty made or deemed to be made
         in this Amendment and in the Loan Documents is true and correct in all
         material respects on and as of the date of this Amendment (except to
         the extent that any such representation or warranty relates to a prior
         specific date or period);

                  (c) no action, proceeding, investigation, regulation or
         legislation has been instituted, threatened or proposed before any
         court, governmental agency or legislative body to enjoin, restrain, or
         prohibit, or to obtain damages in respect of, or which is related

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         to or arises out of the Loan Agreement or the consummation of any of
         the other transactions contemplated hereby or which, in the Agents'
         reasonable discretion, would make it inadvisable to consummate the
         transactions contemplated by this Amendment;

                  (d) each Borrower has the power and is duly authorized to
         enter into, deliver and perform this Amendment; and

                  (e) this Amendment and each of the Loan Documents is the
         legal, valid and binding obligation of each Borrower enforceable
         against it in accordance with its terms.

                  (f) Each of the Borrowers does hereby reaffirm, and hereby
         agree to strictly comply with, each of the terms, conditions,
         agreements, covenants, and undertakings set forth in the Loan Agreement
         and each and every other Loan Document executed in connection therewith
         or pursuant thereto as if each Borrower were making said terms,
         conditions, agreements, covenants and undertakings on the date hereof,
         except with respect to such terms, conditions, agreements, covenants
         and undertaking which, by their express terms, are applicable only to
         any earlier date.

         4. EFFECT OF THIS AGREEMENT. Except as expressly amended hereby, the
Loan Agreement and each other Loan Document shall be and remain in full force
and effect as originally written, and shall constitute the legal, valid, binding
and enforceable obligations of the Loan Parties to the Lenders and the Agent,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in equity or in law). The agreement of the Agent and the Lenders to
consent to and to amend the specific matters herein addressed does not and shall
not create (nor shall the Loan Parties rely upon the existence of or claim or
assert that there exists) any obligation of the Agent or the Lenders to consider
or agree to any further consents or amendments and, in the event that the Agent
or the Lenders subsequently agree to consider any further consent or amendment,
neither this Amendment nor any other conduct of the Agent or the Lenders shall
be of any force or effect on their consideration or decision with respect to any
such requested consent or amendment, and neither the Agent nor the Lenders shall
have any obligation whatsoever to consider or agree to further consents or
amendments.

         5. RELEASE. As a material inducement to Agent and Lenders to enter into
this Agreement and to continue to make Revolving Credit Loans under the
Revolving Credit Facility all in accordance with and subject to the terms and
conditions of this Agreement and the Loan Agreement, and all of which are to the
direct advantage and benefit of each Borrower, each of the Borrowers, for itself
and its respective successors and assigns, (a) do hereby remise, release, waive,
relinquish, acquit, satisfy and forever discharge Agent and each Lender, and all
of the respective past, present and future officers, directors, employees,
agents, attorneys, representatives, participants, heirs, successors and assigns
of Agent and each Lender (collectively the "Discharged Parties" and each a
"Discharged Party"), from, other than the gross negligence or willful misconduct
of any Discharged Party as finally determined by a court of competent
jurisdiction, any and all manner of debts, accountings, bonds, warranties,
representations, covenants, promises, contracts, controversies, agreements,
liabilities,


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obligations, expenses, damages, judgments, executions, actions, suits, claims,
counterclaims, demands, defenses, setoffs, objections and causes of action of
any nature whatsoever, whether at law or in equity, either now accrued or
hereafter maturing and whether known or unknown, including, but not limited to,
any and all claims which may be based on allegations of breach of contract,
failure to lend, fraud, promissory estoppel, libel, slander, usury, negligence,
misrepresentation, breach of fiduciary duty, bad faith, lender malpractice,
undue influence, duress, tortious interference with contractual relations,
interference with management, or misuse of control which any Borrower now has or
hereafter can, shall or may have by reason of any matter, cause, thing or event
occurring on or prior the date of this Agreement arising out of, in connection
with or relating to (i) the Secured Obligations, including, but not limited to,
the administration or funding thereof, (ii) any of the Loan Documents or the
indebtedness evidenced and secured thereby, and (iii) any other agreement or
transaction between any Borrower and any Discharged Party relating to or in
connection with the Loan Documents or the transactions contemplated therein; and
(b) do hereby covenant and agree never to institute or cause to be instituted or
continue prosecution of any suit or other form of action or proceeding of any
kind or nature whatsoever against any Discharged Party, by reason of or in
connection with any of the foregoing matters, claims or causes of action (other
than the gross negligence or willful misconduct of any Discharged Party as
finally determined by a court of competent jurisdiction), provided, however,
that the foregoing release and covenant not to sue shall not apply to any claims
arising after the date of this Agreement with respect to acts, occurrences or
events after the date of this Agreement.

         6. EXPENSES. The Borrowers agree to pay upon execution of this
Amendment all reasonable costs and expenses of the Lenders and Agent in
connection with the preparation, execution, delivery and enforcement of this
Amendment and all other documents, instruments and agreements entered into in
connection herewith and in connection with any other transactions contemplated
hereby, including, without limitation, the reasonable fees and out-of-pocket
expenses of legal counsel to the Lenders and Agent. The Borrowers authorize and
direct the Agent, for the benefit of the Agent and the Lenders, to charge the
Expenses to the Borrowers' loan account by increasing the principal amount of
the Revolving Credit Loans by the amount of the Expenses.

         7. MISCELLANEOUS. Each of the Borrowers agrees to take such further
action as the Agent shall reasonably request in connection herewith to evidence
the agreement and consent herein contained. This Amendment 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 counterparts, taken together, shall constitute
but one and the same instrument. This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.
This Amendment shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Georgia, but without giving effect to
principles of conflicts of laws thereof.

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         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Loan and Security Agreement to be executed by their duly authorized
officers in several counterparts all as of the day and year first written above.

                                  BORROWERS:

                                  GOODY'S FAMILY CLOTHING, INC.

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

                                  SYDOOG, INC.

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

                                  TREBOR OF TN, INC.

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

                                  GOFAMCLO, INC.

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

                                  GFCFS, LLC

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

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                                  GOODY'S MS, L.P.

                                  BY: TREBOR OF TN, INC., ITS GENERAL PARTNER


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

                                  GOODY'S IN, L.P.

                                  BY: TREBOR OF TN, INC., ITS GENERAL PARTNER


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

                                  GFCTX, L.P.

                                  BY: TREBOR OF TN, INC., ITS GENERAL PARTNER


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

                                  GFCTN, L.P.

                                  BY: TREBOR OF TN, INC., ITS GENERAL PARTNER


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


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                                  GFCGA, L.P.

                                  BY: TREBOR OF TN, INC., ITS GENERAL PARTNER


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

                                  AGENT:

                                  THE CIT GROUP/BUSINESS CREDIT, INC.

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

                                  CO-AGENT:

                                  GMAC COMMERCIAL CREDIT LLC

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


                                  LENDERS:

                                  THE CIT GROUP/BUSINESS CREDIT, INC.

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

                                  GMAC COMMERCIAL CREDIT LLC

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

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                                  AMSOUTH BANK

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

                                  PNC BANK, NATIONAL ASSOCIATION

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

                                  FIRST TENNESSEE BANK NATIONAL ASSOCIATION

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

                                  ORIX FINANCIAL SERVICES, INC.

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

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