EXHIBIT
10.1

    


    


    FIRST
AMENDMENT TO CREDIT AGREEMENT

    


    FIRST
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as
of January 7, 2011 between

     

    SYMS
CORP, a New Jersey corporation (the “Lead
Borrower”),

     

    FILENE’S
BASEMENT, LLC (together with the Lead Borrower, collectively, the “Borrowers”),

     

    each
lender party hereto (collectively, the “Lenders” and
individually, a “Lender”),
and

     

    BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent;

     

    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,
the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent
have entered into a certain Credit Agreement dated as of August 27, 2009 (as
amended and in effect, the “Credit Agreement”);
and

    


    WHEREAS,
the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent
have agreed to amend the Credit Agreement as set forth herein.

    


    NOW
THEREFORE, in consideration of the mutual promises and agreements herein
contained, the parties hereto hereby agree as follows:

    


    
      	
              1.

            	
              Incorporation of Terms
      and Conditions of Credit Agreement.   All of the
      terms and conditions of the Credit Agreement (including, without
      limitation, all definitions set forth therein) are specifically
      incorporated herein by reference.  All capitalized terms not
      otherwise defined herein shall have the same meaning as in the Credit
      Agreement, as applicable.

            


    

     

    
      	
              2.

            	
              Representations and
      Warranties.  Each Borrower hereby represents and warrants
      that (i) to its knowledge, no Default or Event of Default by the Borrowers
      exists under the Credit Agreement or under any other Loan Document, and
      (ii) after giving effect to this Amendment, all representations and
      warranties contained in the Credit Agreement and the other Loan Documents
      are true and correct as of the date hereof, except to the extent that such
      representations and warranties specifically refer to an earlier date, in
      which case they are true and correct as of such earlier
    date.

            


    

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

       

    

    
      	
              3.

            	
              Ratification of Loan
      Documents.  Each Borrower hereby acknowledges and agrees
      that it has no actual knowledge of any offsets, defenses, claims, or
      counterclaims against any Lender, any Agent, or any of their respective
      officers, directors, employees, attorneys, representatives, predecessors,
      successors, or assigns with respect to the Obligations, or otherwise, and
      that if such Borrower now has, or ever did have, any offsets, defenses,
      claims, or counterclaims against any Lender, any Agent or any of their
      respective officers, directors, employees, attorneys, representatives,
      predecessors, successors, or assigns, whether known or unknown, at law or
      in equity, from the beginning of the world through this date and through
      the time of execution of this Amendment, all of them are hereby expressly
      WAIVED, and each
      Borrower hereby RELEASES each Lender,
      each Agent, and their respective officers, directors, employees,
      attorneys, representatives, predecessors, successors, and assigns from any
      liability therefor.

            


    

     

    
      	
              4.

            	
              Amendments to Credit
      Agreement.  The Credit Agreement is hereby amended as
      follows:

            


    

     

    
      	
               
      

            	
              a.

            	
              Amendments to Article
      I.  The provisions of Article I are hereby amended as
      follows:

            


    

     

    
      	
               
      

            	
              i.

            	
              by
      deleting the definition of “Appraisal Percentage” in its entirety and by
      substituting the following in its
stead:

            


    

     

    “Appraisal
Percentage” means 87.5%.

     

    
      	
               
      

            	
              ii.

            	
              by
      deleting clause (a) of the definition of “Borrowing Base” in its entirety
      and by substituting the following in its
stead:

            


    

     

    “(a)           the
face amount of Eligible Credit Card Receivables multiplied by
90%;  plus”

     

    
      	
               
      

            	
              iii.

            	
              by
      deleting clause (e) of the definition of “Borrowing Base” in its entirety
      and by substituting the following in its
stead:

            


    

     

    “(e)           the
lesser of (i) $9,000,000 and (ii) the Real Estate Advance Rate multiplied by the
Appraised Value of Eligible Real Estate;  minus”

     

    
      	
               
      

            	
              iv.

            	
              by
      deleting “$10,000,000” in the first line of the definition of “Letter of
      Credit Sublimit” and by substituting “$20,000,000” in its
      stead.

            


    

     

    
      	
               
      

            	
              v.

            	
              by
      deleting the definition of “Real Estate Cap” in its
    entirety.

            


    

     

    
      	
               
      

            	
              vi.

            	
              by
      deleting the definition of “Real Estate Advance Rate” in its entirety and
      by substituting the following in its
stead:

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    “Real
Estate Advance Rate” means, as of the First Amendment Effective Date, the
following percentages, in each case to be applied against the Eligible Real
Estate during each of the following respective three-month periods:

     

    
      	
              Period

            	
              Real
      Estate Advance Rate

            
	
              First
      Amendment Effective Date through February 28, 2011

            	
              50%

            
	
              March
      1, 2011 through May 31, 2011

            	
              48.25%

            
	
              June
      1, 2011 through August 31, 2011

            	
              46.50%

            
	
              September
      1, 2011 through November 30, 2011

            	
              44.75%

            
	
              December
      1, 2011 through February 28, 2012

            	
              43%

            
	
              March
      1, 2012 through May 31, 2012

            	
              41.25%

            
	
              June
      1, 2012 through Maturity Date

            	
              39.50%

            


    

     

    
      	
               
      

            	
              vii.

            	
              by
      adding the following new definition thereto in appropriate alphabetical
      order:

            


    

     

    “First
Amendment Effective Date” means January 7, 2011.

     

    
      	
               
      

            	
              b.

            	
              Amendments to Article
      VI.  The provisions of Article VI are hereby amended as
      follows:

            


    

     

    
      	
               
      

            	
              i.

            	
              by
      deleting “at least 30 days before the end of each Fiscal Year of the Lead
      Borrower” in Section 6.01(d) thereof and by substituting “on or before
      February 28 of each year” in its
stead.

            


    

     

    
      	
               
      

            	
              ii.

            	
              by
      deleting Sections 6.13(a) and (b) thereof in their entirety and by
      substituting the following in their
stead:

            


    

     

    “(a)  (i)
On or prior to the Closing Date, deliver to the Administrative Agent copies of
notifications (each, a “Credit Card
Notification”) substantially in the form attached hereto as Exhibit F which have
been executed on behalf of such Loan Party and delivered to such Loan Party’s
credit card clearinghouses and processors listed on Schedule 5.21(b); and
(ii) on or prior to January 21, 2011 (which date may be extended by the
Administrative Agent in its sole discretion), enter into a Blocked Account
Agreement (Deposit Account Control Agreement) satisfactory in form and substance
to the Agents with each Blocked Account Bank (collectively, the “Blocked
Accounts”).

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    (b)  The
Loan Parties shall ACH or wire transfer no less frequently than each Business
Day (and whether or not there are then any outstanding Obligations) to a Blocked
Account all (i) amounts on deposit in each DDA and (ii) payments received from
credit card processors.”

     

    
      	
              5.

            	
              Delivery of Borrowing
      Base Certificates.  Notwithstanding the provisions of
      Section 6.02(c) of the Credit Agreement, the definition of “Accelerated
      Borrowing Base Delivery Event” or any other provision to the contrary set
      forth in the Credit Agreement, the Borrowers hereby acknowledge and agree
      that, from and after the First Amendment Effective Date until such time as
      Availability is in an amount greater than thirty percent (30%) of the Loan
      Cap for sixty (60) consecutive days, the Borrowers will deliver a
      Borrowing Base Certificate weekly, on Wednesday of each week (or, if
      Wednesday is not a Business Day, on the next succeeding Business Day),
      showing the Borrowing Base as of the close of business on the immediately
      preceding Saturday.

            


    

     

    
      	
              6.

            	
              Cash
      Management.  Notwithstanding the provisions of Section
      6.13 of the Credit Agreement, the definition of “Cash Dominion Event” or
      any other provision to the contrary set forth in the Credit Agreement, the
      Borrowers hereby acknowledge and agree that, from and after the First
      Amendment Effective Date until such time as Availability is in an amount
      greater than thirty percent (30%) of the Loan Cap for sixty (60)
      consecutive days, the Borrowers shall continue to maintain their cash
      management system (including the sweep no less frequently than daily of
      all cash receipts and collections to the Concentration Account) as in
      effect on the First Amendment Effective
Date.

            


    

     

    
      	
              7.

            	
              Conditions to
      Effectiveness.  This Amendment shall not be effective
      until each of the following conditions precedent have been fulfilled to
      the satisfaction of the Administrative
Agent:

            


    

     

    
      	
               
      

            	
              a.

            	
              This
      Amendment shall have been duly executed and delivered by the Borrowers and
      the Lenders.  The Administrative Agent shall have received a
      fully executed original hereof.

            


    

     

    
      	
               
      

            	
              b.

            	
              All
      action on the part of the Borrowers necessary for the valid execution,
      delivery and performance by the Borrowers of this Amendment shall have
      been duly and effectively taken.

            


    

     

    
      	
               
      

            	
              c.

            	
              After
      giving effect to this Amendment, no Default or Event of Default shall have
      occurred and be continuing.

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    
      	
               
      

            	
              d.

            	
              The
      Borrowers shall have paid an amendment fee to the Administrative Agent,
      for the account of the Lenders, in the amount of $60,000.  Such
      amendment fee shall be fully earned and due and payable on the date of
      this Amendment and shall not be subject to refund or rebate under any
      circumstances.

            


    

     

    
      	
              8.

            	
              Binding
      Effect.  The terms and provisions hereof shall be binding
      upon and inure to the benefit of the parties hereto and their heirs,
      representatives, successors and
assigns.

            


    

     

    
      	
              9.

            	
              Expenses.  The
      Borrowers shall reimburse the Agents for all expenses incurred in
      connection herewith, including, without limitation, reasonable attorneys’
      fees to the extent provided in the Credit
  Agreement.

            


    

     

    
      	
              10.

            	
              Multiple
      Counterparts.   This Amendment may be executed in
      multiple counterparts, each of which shall constitute an original and
      together which shall constitute but one and the same
      instrument.

            


    

     

    
      	
              11.

            	
              Governing
      Law.  This Amendment shall be construed, governed, and
      enforced pursuant to the laws of the State of New
  York.

            


    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    IN WITNESS WHEREOF, this Amendment has
been duly executed and delivered by each of the parties hereto as a sealed
instrument as of the date first above written.

     

    
    

     

    
      	 	      
              SYMS
      CORP, as Lead Borrower

              


              By:       /s/ Marcy
      Syms                                  
      

              Name:  Marcy
      Syms

              Title:    Chief
      Executive Officer

              


              


              FILENE’S
      BASEMENT, LLC, as a Borrower

              


              By:       Syms
      Corp, its sole member

              


              By:       /s/ Marcy
      Syms                                   
      

              Name:  Marcy
      Syms

              Title:    Chief
      Executive Officer

            


    

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    
    

     

    
      	 	      
              BANK
      OF AMERICA, N.A., as Administrative Agent, Collateral Agent, and as a
      Lender

              


              By:       /s/ Andrew
      Cerrussi

              Name:  Andrew
      Cerrussi

              Title:    SVP

            


    

     

    
      
         

      

      
        -7-