<PAGE>

                                                                  Exhibit 10.1


                        SECOND AMENDMENT TO FIFTH AMENDED
                           AND RESTATED LOAN AGREEMENT

         This Second Amendment to Fifth Amended and Restated Loan Agreement,
dated as of July 25, 2002, by and among The J. Jill Group, Inc., a Delaware
corporation ("BORROWER") on the one hand, and Citizens Bank of Massachusetts,
HSBC Bank USA, and Banknorth, N.A. f/k/a Peoples Heritage Bank, N.A., successor
by merger to Bank of New Hampshire, N.A. (collectively "LENDERS") and Citizens
Bank of Massachusetts as agent ("AGENT") for the LENDERS, on the other hand.

                                   WITNESSETH:

         WHEREAS, BORROWER, LENDERS and AGENT are parties to that certain Fifth
Amended and Restated Loan Agreement dated as of June 29, 2001, as amended by
First Amendment thereto dated as of August 28, 2001 (collectively, the "LOAN
AGREEMENT"); and

         WHEREAS, BORROWER, LENDERS and AGENT wish to amend the LOAN AGREEMENT
as more particularly hereafter set forth. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the LOAN AGREEMENT.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereby agree that the LOAN AGREEMENT is hereby amended as
follows:

         1. Section 1.01 of the LOAN AGREEMENT is hereby amended by deleting the
            definition of "TERMINATION DATE" appearing therein and substituting
            therefor the following:

            "TERMINATION DATE" shall mean June 1, 2004."

         2. Section 1.01 of the LOAN AGREEMENT is hereby amended by deleting the
            definition of "UNFINANCED CAPITAL EXPENDITURES" appearing therein
            and substituting therefor the following:

            "UNFINANCED CAPITAL EXPENDITURES" shall mean the lesser of (A)
            consolidated capital expenditures net of related tenant allowances
            minus new consolidated long term indebtedness issued during the
            applicable period plus the aggregate amount of all long term
            indebtedness prepaid during such period or (B) the "CASH
            CALCULATION" as hereafter described. "CASH CALCULATION" shall equal
            zero ($0) if BORROWER'S cash and cash equivalents pursuant to
            BORROWER'S consolidated balance sheet at the end of the applicable
            period equals or exceeds Twenty-Eight Million

<PAGE>

            Seven Hundred Six Thousand Dollars ($28,706,000). If BORROWER'S cash
            and cash equivalents pursuant to BORROWER'S consolidated balance
            sheet at the end of the applicable period are less than Twenty-Eight
            Million Seven Hundred Six Thousand Dollars ($28,706,000) (the
            "LESSER SUM"), then "CASH CALCULATION" shall equal the difference
            between Twenty-Eight Million Seven Hundred Six Thousand Dollars
            ($28,706,000) and the LESSER SUM. The term "long term indebtedness"
            as used in this definition shall include, but not be limited to,
            those items shown on Schedule 1.01C."

         3. Section 1.01 of the LOAN AGREEMENT is hereby amended by adding the
            following definitions to said Section in the appropriate
            alphabetical location in said Section:

            "CASH CALCULATION" is defined in the definition of "UNFINANCED
            CAPITAL EXPENDITURES."

            "LESSER SUM" is defined in the definition of "UNFINANCED CAPITAL
            EXPENDITURES."

            "TNW MINIMUM BENCHMARK" is defined in Section 9.17.

         4. Section 6.06 of the LOAN AGREEMENT is hereby deleted in its
            entirety.

         5. Section 9.16 of the LOAN AGREEMENT is hereby deleted in its entirety
            and the following is substituted therefor:

            "9.16. BORROWER and its SPECIAL SUBSIDIARIES shall not open more
            than an aggregate of ninety (90) new retail stores in the combined
            FISCAL YEARS of 2002 and 2003 of BORROWER, and thereafter BORROWER
            and its SPECIAL SUBSIDIARIES shall not open more than fifty (50) new
            retail stores in any FISCAL YEAR of BORROWER commencing with FISCAL
            YEAR 2004."

         6. Section 9.17 of the LOAN AGREEMENT is hereby deleted in its entirety
            and the following is substituted therefor:

            "BORROWER'S TANGIBLE NET WORTH shall not be less than One Hundred
            Ten Million Dollars ($110,000,000) from the date of execution hereof
            through December 27, 2002; and at December 28, 2002, BORROWER'S
            TANGIBLE NET WORTH shall not be less than the sum of (A) One Hundred
            Ten Million Dollars ($110,000,000) and (B) fifty percent (50%) of
            BORROWER'S net income (but not less than zero) for the year then
            ended (the "TNW MINIMUM BENCHMARK"). Thereafter, at each year end of
            BORROWER in each succeeding year, BORROWER's TANGIBLE NET WORTH
            shall not be less than the sum of (A) the TNW MINIMUM BENCHMARK for
            the immediately preceding year and (B) fifty percent (50%) of
            BORROWER's net income (but not less than zero) for the year then
            ended."

         7. Simultaneously herewith, BORROWER shall pay to AGENT for the benefit
            of the LENDERS on a pro rata basis a facility fee of Sixty-Two
            Thousand Five

                                       2

<PAGE>

            Hundred Dollars ($62,500) in connection with this Second Amendment
            to Fifth Amended and Restated Loan Agreement.

         8. Simultaneously herewith, BORROWER shall execute and deliver to AGENT
            an amendment of each of the REVOLVING NOTES reflecting the aforesaid
            new TERMINATION DATE, each in form and substance satisfactory to
            AGENT.

Except as hereby amended, the LOAN AGREEMENT is hereby ratified, confirmed and
republished.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date first above written.

<TABLE>
<S>                                             <C>
CITIZENS BANK OF MASSACHUSETTS                  THE J. JILL GROUP, INC.

By: /s/ Lori B. Leeth                           By: /s/ Linda L. Trudel
    --------------------------------------          ------------------------------------------
    Lori B. Leeth, Senior Vice President            Name: Linda L. Trudel
                                                    Title: Vice President/Corporate Controller

HSBC BANK USA                                   BANKNORTH, N.A. f/k/a Peoples Heritage
                                                Bank, N.A., successor by merger to Bank of
By: /s/ George Ahlmeyer                         New Hampshire, N.A.
    --------------------------------------
    George Ahlmeyer, Senior Vice President
                                                By: /s/ Jon R. Sundstrom
                                                    ------------------------------------------
                                                    Jon R. Sundstrom
                                                    Senior Vice President
</TABLE>