EXHIBIT 10.5
                                                                    ------------
               [Letterhead of The CIT Group/Business Credit, Inc.]



                                                           Date: October 4, 1999

Weiner's Stores, Inc.
6005 Westview Drive
Houston, Texas 77055

Attn:      Mr. Raymond J. Miller
           Executive Vice President and Chief Operating Officer

           Reference is made to that certain Revolving Credit Agreement dated as
of August 26, 1997 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), among Weiner's Stores, Inc., a Delaware corporation (the
"Borrower"), the financial institutions from time to time party thereto
(collectively, the "Lenders" and individually, a "Lender"), and The CIT
Group/Business Credit, Inc., as a Lender and as agent for the Lenders (in such
capacity, the "Agent"). Capitalized terms used but not otherwise defined herein
shall have the same meanings ascribed to such terms in the Credit Agreement.

           The Borrower, the Lenders, and the Agent desire to amend certain
provisions of the Credit Agreement. Accordingly, in accordance with Section
10.03 of the Credit Agreement, the Borrower, the Lenders, and the Agent hereby
agree as follows:

           1.         Capital Expenditures. Section 8.08 of the Credit Agreement
                      is hereby amended to read in its entirety as follows:

                      "Make or be committed to make, or permit any of its
                      Subsidiaries to make or be committed to make, any
                      expenditure (by purchase or capitalized lease) for fixed
                      or capital assets other than expenditures (including
                      obligations under Capitalized Leases) which would not
                      cause the aggregate amount of all such expenditures to
                      exceed (i) $7,000,000 for the fiscal year of the Borrower
                      ending January 29, 2000, (ii) $8,500,000 for each of the
                      fiscal years ending February 3, 2001, February 2, 2002,
                      and February 1, 2003, respectively, or (iii) $5,000,000
                      for the period beginning on February 2, 2003 and ending on
                      August 30, 2003 and each fiscal year thereafter."

           2.         Cumulative FIFO EBITDA. Section 8.12 of the Credit
                      Agreement is hereby amended to read in its entirety as
                      follows:

                      "Permit Cumulative FIFO EBITDA for any fiscal quarter
                      (calculated on a rolling twelve (12) month basis) of the
                      Borrower ending on the dates set forth below to be less
                      than the amount specified opposite each such fiscal
                      quarter.


<PAGE>


                  Fiscal Quarter                                  Amount
                  --------------                                  ------

                  October 30, 1999                               $875,000
                  January 29, 2000                                875,000
                  April 29, 2000                                  875,000
                  July 29, 2000                                 1,375,000
                  October 28, 2000                              1,875,000
                  February 3, 2001                              2,375,000
                  May 5, 2001                                   2,875,000
                  August 4, 2001                                2,875,000
                  November 3, 2001                              2,875,000
                  February 2, 2002                              3,375,000
                  May 4, 2002                                   3,875,000
                  August 3, 2002                                3,875,000
                  November 2, 2002                              3,875,000
                  February 1, 2003                              4,375,000
                  May 3, 2003                                   4,875,000
                  August 2, 2003                                4,875,000"

           3.         Amendment to Definition of Cumulative FIFO EBITDA. The
                      definition of the term "Cumulative FIFO EBITDA" in Section
                      1.01 of the Credit Agreement is hereby amended to read in
                      its entirety as follows:

                      "Cumulative FIFO EBITDA" shall mean with respect to the
                      fiscal quarter ending on October 30, 1999 and each fiscal
                      quarter thereafter, the aggregate FIFO EBITDA for such
                      fiscal quarter and the preceding three fiscal quarters
                      (i.e., a rolling twelve (12) month basis)."

           4.         Maintenance of Inventory. Section 8.16 of the Credit
                      Agreement is hereby amended to read in its entirety as
                      follows:

                      "The Borrower shall not permit the aggregate amount of its
                      Inventory (valued at Book Value) at the end of each fiscal
                      quarter ending on the dates set forth below to be more
                      than the amounts specified opposite each such fiscal
                      quarter set forth below:

                  Fiscal Quarter                              Maximum Amount
                  --------------                              --------------

                  October 30, 1999                               90,000,000
                  January 29, 2000                               90,000,000
                  April 29, 2000                                 90,000,000
                  July 29, 2000                                  90,000,000
                  October 28, 2000                               90,000,000
                  February 3, 2001                               90,000,000
                  May 5, 2001                                    96,000,000
                  August 4, 2001                                 96,000,000
                  November 3, 2001                               96,000,000


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<PAGE>

                  February 2, 2002                               96,000,000
                  May 4, 2002                                   102,000,000
                  August 3, 2002                                102,000,000
                  November 2, 2002                              102,000,000
                  February 1, 2003                              102,000,000
                  May 3, 2003                                   108,000,000
                  August 2, 2003 and each
                  fiscal year thereafter.                       108,000,000"

           5.         The last sentence in paragraph 2.01(a) is deleted in its
                      entirety and replaced with the following text:

                      "The Termination Date means the earlier of (i) the date on
                      which the Revolving Credit Commitment of each Lender
                      expires, which shall be August 30, 2003 and (ii) the date
                      on which the Revolving Credit Commitment is terminated by
                      the Borrower pursuant to Section 2.04 hereof."

           6.         Subject to receipt and satisfaction with an inventory
                      appraisal, by the Agent, as of the effective date of this
                      Amendment, and as may be required from time to time
                      hereafter, subsection (i) (A) of the definition of
                      "Borrowing Base" is hereby deleted and the following is
                      substituted in lieu thereof:

                      "(A) The aggregate of 65% of the Book Value of Eligible
                      Inventory for the months of June, July and November of
                      each calendar year, and 60% of the Book Value of Eligible
                      Inventory for each other month of each calendar year, and
                      ..."

           7.         Early Termination Fee. Section 2.08(h) of the Credit
                      Agreement is hereby amended to read in its entirety as
                      follows:

                      "If the Borrower elects to terminate the Revolving Credit
                      Commitment pursuant to Section 2.04(a) hereof, or if an
                      Event of Default described in subsections (g) or (h) of
                      Section 9.01 hereof has occurred, or if the Agent elects
                      to declare the Revolving Credit Commitment terminated
                      pursuant to Section 9.02(a) hereof, in view of the
                      impracticality and extreme difficulty of ascertaining
                      actual damages and by mutual agreement of the parties as
                      to a reasonable calculation of the Lenders' lost profits
                      as a result thereof, the Borrower shall pay to the Agent,
                      for the account of each Lender in accordance with such
                      Lender's Pro Rata Share, an early termination fee in an
                      amount set forth below if such termination is effective in
                      the period indicated:


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<PAGE>


    Amount                                   Period
    ------                                   ------

    (i)    2% of the Revolving Credit        any date on or prior to
           Commitment                        August 26, 2000

    (ii)   1.50% of the Revolving Credit     any date from August 26, 2000
           Commitment                        through August 26, 2001

    (iii)  1% of the Revolving Credit        any date from August 26, 2001
           Commitment                        through August 26, 2002

    (iv)   0.50% of the Revolving Credit     any date from August 26, 2002
           Commitment                        through August 30, 2003"

           8.         Pursuant to mutual agreement, we shall charge you a
                      one-time Facility Fee in the amount of $30,000.00 for this
                      accommodation, which fee shall be in addition to other
                      fees we are entitled to charge you under the Credit
                      Agreement and shall be due and charged to your loan
                      account upon execution of this agreement. You hereby
                      confirm that we may charge your loan account with any such
                      amount.



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<PAGE>


Except as specifically set forth herein, no other change in the terms or
conditions of the Credit Agreement is intended or implied. If the foregoing is
in accordance with your understanding, please so indicate by signing and
returning to us the enclosed copy of this letter.

                                  Very truly yours,

                                  THE CIT GROUP/BUSINESS
                                  CREDIT, INC., as Agent and Lender


                                  By: /s/ Grant Weiss
                                      -------------------------------
                                      Name: Grant Weiss
                                      Title: Assistant Vice President


                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION, a Lender


                                  By: /s/ Martin Greenberg
                                      --------------------------------
                                      Name: Martin Greenberg
                                      Title: Duly Authorized Signatory


Read and Agreed to:

WEINER'S STORES, INC., Borrower


By: /s/ Raymond J. Miller
   ------------------------
    Name: Raymond J. Miller
    Title: Executive Vice President and Chief Operating Officer



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