<PAGE>
                                                                   EXHIBIT 10.15


                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

        This Fifth Amendment to Loan and Security Agreement (the "Fifth
Amendment") is made as of this 15th day of April, 2002 by and among

        Fleet Retail Finance Inc. f/k/a BankBoston Retail Finance Inc. (the
"Agent"), a Delaware corporation with its principal executive offices at 40
Broad Street, Boston, Massachusetts) for the Lenders party to the Agreement
(defined below), and

        The Lenders party to the Agreement (defined below), and

        Aeropostale, Inc., f/k/a MSS Delaware, Inc. (the "Borrower"), a Delaware
corporation with its principal executive offices at 35 Continental Drive, Wayne,
New Jersey 07470

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.


                              W I T N E S S E T H:


        WHEREAS, on July 31, 1998 the Agent, the Lenders and the Borrower
entered in a certain Loan and Security Agreement (as amended and in effect, the
"Agreement"); and

        WHEREAS, the Borrower, the Agent and the Lenders desire to modify
certain of the provisions of the Agreement as set forth herein.

        NOW, THEREFORE, it is hereby agreed among the Agent, the Lenders and the
Borrower as follows:

        1.      Capitalized Terms. All capitalized terms used herein and not
                otherwise defined shall have the same meaning herein as in the
                Agreement.

        2.      Amendments to Article 10. Section 10-17 of the Agreement are
                hereby deleted in their entirety, and the following substituted
                in its stead:

                        10-17.  Intentionally Omitted


        3.      Ratification of Loan Documents. Except as provided herein, all
                terms and conditions of the Agreement and the other Loan
                Documents remain in full force and effect. The Borrower hereby
                ratifies, confirms, and reaffirms all representations,
                warranties, and covenants contained therein and hereby
                represents that no Events of Default exist under the Loan
                Documents. The Borrower further ratifies and confirms that any
                and all Collateral previously granted to the Agent continues to
                secure the existing Liabilities as well as the Liabilities as
                amended hereby, and any future Liabilities.


<PAGE>

        4.      Conditions to Effectiveness. This Fifth Amendment shall be
                become effective upon the satisfaction of the following
                conditions precedent:

                (a)     This Fifth Amendment shall have been duly executed and
                        delivered by each of the Borrower, the Lenders and the
                        Agent and shall be in full force and effect. The Agent
                        shall have received a fully executed copy of this
                        Amendment.

                (b)     All proceedings in connection with the transactions
                        contemplated by this Fifth Amendment and all documents
                        incident thereto shall be reasonably satisfactory in
                        substance and form to the Agent, and the Agent shall
                        have received all information and such counterpart
                        originals or certified or other copies of such documents
                        as the Agent may reasonably request. Further, the
                        Borrower shall have delivered to the Agent such
                        additional documents which the Lender may reasonably
                        request.

                (c)     The Borrower shall have paid all reasonable costs and
                        expenses of the Agent including, without limitation, all
                        attorneys' fees and expenses incurred by the Agent in
                        connection with the Agreement, the Loan Documents, and
                        the preparation, negotiation and execution of this Fifth
                        Amendment.

        5.      Miscellaneous.

                        (a)     This Fifth 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.

                        (b)     This Fifth 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.

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

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


                                       2
<PAGE>

                        (e)     The Borrower warrants and represents that the
                Borrower has consulted with independent legal counsel of the
                Borrower's selection in connection with this Fifth Amendment and
                is not relying on any representations or warranties of any
                Lender or the Agent or their respective counsel in entering into
                this Fifth Amendment.

                        (f)     The Borrower acknowledges and agrees that the
                Borrower does not have any claims, counterclaims, offsets, or
                defenses against any Lender or the Agent directly or indirectly
                relating to the Borrower's relationship with, and/or the
                Borrower's Liabilities, and to the extent that the Borrower has
                or ever had any such claims, counterclaims, offsets, or defenses
                against any of the Lenders or the Agent, the Borrower
                affirmatively WAIVES the same. The Borrower, and for its
                representatives, successors and assigns, hereby RELEASES, and
                forever discharges the Lenders and the Agent and their
                respective officers, directors, agents, servants, attorneys, and
                employees, and their respective representatives, successors and
                assigns, of, to, and from all known debts, demands, actions,
                suits, accounts, covenants, contracts, agreements, damages, and
                any and all claims, demands, or liabilities whatsoever, of every
                name and nature, both at law and in equity through the date
                hereof.


                  [remainder of page left intentionally blank]






                                       3
<PAGE>


         IN WITNESS WHEREOF, the parties have hereunto caused this Fifth
Amendment to be executed and their seals to be hereto affixed as of the date
first above written.

                                         AEROPOSTALE, INC.
                                                              ("Borrower")

                                         By:      /s/ John S. Mills
                                                ------------------------------
                                         Name:  John S. Mills
                                         Title: President, COO


                                         FLEET RETAIL FINANCE INC.
                                                              ("Agent")


                                         By:      /s/ Timothy R. Tobin
                                                ------------------------------
                                         Name:  Timothy R. Tobin
                                         Title: Director


                                                              (The "Lenders")

                                         FLEET RETAIL FINANCE INC.


                                         By:      /s/ Timothy R. Tobin
                                                ------------------------------
                                         Name:  Timothy R. Tobin
                                         Title: Director



                                         IBJ WHITEHALL BUSINESS CREDIT
                                         CORPORATION


                                         By:      /s/ Chris Magnante
                                                ------------------------------
                                         Name:  Chris Magnante
                                         Title: Assistant Secretary



                                       4