EXHIBIT 10.6
                                                                    ------------


                                 FIFTH AMENDMENT

                           Dated as of March 30, 2001

                  This FIFTH AMENDMENT among Barney's, Inc., a New York
corporation ("Barneys"), Barneys America, Inc., a Delaware corporation ("BAI"),
PFP Fashions Inc., a New York corporation ("PFP"), Barneys (CA) Lease Corp., a
Delaware corporation ("CA Lease"), Barneys (NY) Lease Corp., a Delaware
corporation ("NY Lease"), Basco All-American Sportswear Corp., a New York
corporation ("Basco"), BNY Licensing Corp., a Delaware corporation ("BNY"), and
Barneys America (Chicago) Lease Corp., a Delaware corporation ("Chicago Lease;"
and together with Barney's, BAI, PFP, CA Lease, NY Lease, Basco and BNY
collectively the "Borrowers"), the Lenders (as defined below) and the
Administrative Agent (as defined below), and amends the Credit Agreement dated
as of January 28, 1999 (as previously amended, as amended hereby and as the same
may be further amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") entered into among the Borrowers, the financial
institutions from time to time parties thereto (the "Lenders"), the issuing
banks from time to time parties thereto (the "Issuing Banks"), General Electric
Capital Corporation, in its capacity as documentation agent and Citicorp USA,
Inc., in its capacity as agent for the Lenders and the Issuing Banks (the
"Administrative Agent"). Unless otherwise defined herein, the terms defined in
the Credit Agreement shall be used herein as therein defined.

                             PRELIMINARY STATEMENTS:

                  (1) The Borrowers have requested the Requisite Lenders to
amend the Credit Agreement to amend the Minimum Consolidated EBITDA of the
Barney's Group for the second and third fiscal quarters of Fiscal Year 2001.

                  (2) The Borrowers and the Requisite Lenders have agreed to
amend the Credit Agreement as hereinafter set forth.

                  SECTION 1. Amendment to Credit Agreement. Section 10.03 of the
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, hereby
amended by deleting in its entirety the entries for the second and third fiscal
quarter of Fiscal Year 2001 therein and replacing such entries in their entirety
with the following:

                  "Second fiscal quarter of Fiscal Year 2001    25,000,000
                  Third fiscal quarter of Fiscal Year 2001      25,000,000".

                  SECTION 2. Conditions Precedent to Effectiveness. This Fifth
Amendment shall become effective as of the date hereof on the date (the
"Amendment Effective Date") when the following conditions precedent have been
satisfied:

                  (a) Certain Documents. The Administrative Agent shall have
         received all of the following:

                           (i) this Fifth Amendment executed by the Borrowers
                  and the Requisite Lenders; and


<PAGE>

                           (ii) an Acknowledgment substantially in the form of
                  Exhibit A attached hereto executed by Barneys New York, Inc.
                  ("Holdings").

                  (b) Representations and Warranties. Each of the
         representations and warranties made by the Borrowers or Holdings in or
         pursuant to the Credit Agreement, as amended by this Fifth Amendment,
         and the other Loan Documents to which the Borrowers or Holdings is a
         party or by which the Borrowers or Holdings is bound, shall be true,
         correct and complete in all material respects on and as of the
         Amendment Effective Date (other than representations and warranties in
         any such Loan Document which expressly speak as of a different date).

                  (c) No Events of Default. No Event of Default or Default shall
         have occurred and be continuing on the Amendment Effective Date.

                  SECTION 3. Representations and Warranties. Each Borrower
represents and warrants as follows:

                  (a) After giving effect to this Fifth Amendment, all of the
         representations and warranties contained in Section 6.01 of the Credit
         Agreement and in the other Loan Documents shall be true, correct and
         complete in all material respects.

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

                  (c) As of the date hereof, no material adverse change shall
         have occurred in the condition (financial or otherwise), performance,
         properties, operations or prospects of the Barneys Group since August
         1, 1998 except as publicly disclosed prior to the date hereof.

                  SECTION 4. Reference to and Effect on the Loan Documents. (a)
Upon the effectiveness of this Fifth Amendment, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrowers under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.

                  (c) The execution, delivery and effectiveness of this Fifth
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.



                                       2
<PAGE>

                  SECTION 5. Execution in Counterparts. This Fifth 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 taken together shall constitute but
one and the same agreement.

                  SECTION 6. Governing Law. This Fifth Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York.










                                       3
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.

                             BARNEY'S, INC.
                             BARNEYS AMERICA, INC.
                             PFP FASHIONS INC.
                             BARNEYS (CA) LEASE CORP.
                             BARNEYS (NY) LEASE CORP.
                             BASCO ALL-AMERICAN SPORTSWEAR CORP.
                             BNY LICENSING CORP.
                             BARNEYS AMERICA (CHICAGO) LEASE CORP.


                             By: /s/ Steven Feldman
                                 -------------------------------
                                 Title: Executive Vice President


                             CITICORP USA, INC., as Administrative Agent and
                             Lender


                             By: /s/ Brenda Cotsen
                                 ---------------------------
                                   Vice President


                             GENERAL ELECTRIC CAPITAL
                             CORPORATION, as Lender


                             By: /s/ Charles Chiodo
                                 ---------------------------
                                   Title:






                                       4
<PAGE>

                             GMAC COMMERCIAL CREDIT LLC


                             By: Wayne Miller
                                 --------------------
                                   Title:


                              NATIONAL CITY COMMERCIAL
                              FINANCE, INC., as Lender


                             By: /s/ Kathryn Ellero
                                 ---------------------------
                                   Title:





                                       5
<PAGE>

                                                                       EXHIBIT A


                                 ACKNOWLEDGMENT

                  Reference is hereby made to the Holdings Guaranty (as defined
in the Credit Agreement) to which the undersigned is a party. The undersigned
hereby consents to the terms of the foregoing Fifth Amendment to Credit
Agreement and agrees that the terms thereof shall not affect in any way its
obligations and liabilities under the undersigned's Holdings Guaranty or any
other Loan Document, all of which obligations and liabilities shall remain in
full force and effect and each of which is hereby reaffirmed.




                             BARNEYS NEW YORK, INC.


                             By: /s/ Steven Feldman
                                 -------------------------------
                                 Title: Executive Vice President








                                       6
<PAGE>