Exhibit 10.1
                                                                    ------------


                                 SIXTH AMENDMENT

                          Dated as of December 12, 2001

                  This SIXTH 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), amends the Credit Agreement dated as of
January 28, 1999, as amended from time to time (as so amended, 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 and the Requisite Lenders have agreed to
amend the Credit Agreement as hereinafter set forth.

                  SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 4 below, amended as follows:

                  (a) The definition of "Applicable Commercial Letter of Credit
Percentage" in Section 1.01 of the Credit Agreement is amended by deleting such
definition in its entirety and substituting therefor a new definition to read as
follows:

                  "`Applicable Commercial Letter of Credit Percentage' means a
                  rate equal to 1.50% per annum."

                  (b) The definition of "Applicable Fixed Rate Margin" in
Section 1.01 of the Credit Agreement is amended by deleting such definition in
its entirety and substituting therefor a new definition to read as follows:

                  "`Applicable Fixed Rate Margin' means a rate equal to 2.75%
                  per annum."

                  (c) The definition of "Applicable Floating Rate Margin" in
Section 1.01 of the Credit Agreement is amended by deleting such definition in
its entirety and substituting therefor a new definition to read as follows:

                  "`Applicable Floating Rate Margin' means a rate equal to 1.75%
                  per annum."


<PAGE>

                  (d) The definition of "Applicable Standby Letter of Credit
Percentage" in Section 1.01 of the Credit Agreement is amended by deleting such
definition in its entirety and substituting therefor a new definition to read as
follows:

                  "`Applicable Standby Letter of Credit Percentage' means a rate
                  equal to 2.50% per annum."

                  (e) The definition of "Applicable Usance Letter of Credit
Percentage" in Section 1.01 of the Credit Agreement is amended by deleting such
definition in its entirety and substituting therefor a new definition to read as
follows:

                  "`Applicable Usance Letter of Credit Percentage' means a rate
                  equal to 2.00% per annum."

                  (f) The definition of "Borrowing Base" in Section 1.01 of the
Credit Agreement is amended by deleting such definition in its entirety and
substituting therefor a new definition to read as follows:

                  "`Borrowing Base' means, as of any date of determination, an
                  amount equal to the sum of (i) up to ninety percent (90%) of
                  the face amount of Eligible Receivables less such reserves as
                  the Administrative Agent, in its reasonable credit judgment,
                  deems appropriate, plus (ii) up to thirty-seven percent (37%)
                  of Eligible Retail Inventory less such reserves as the
                  Administrative Agent, in its reasonable credit judgment, deems
                  appropriate, plus (iii) up to thirty-seven percent (37%) of
                  the Inventory being purchased by a Borrower in the ordinary
                  course of its business for which a Commercial Letter of Credit
                  is outstanding and has not been drawn upon less such reserves
                  as the Administrative Agent, in its reasonable credit
                  judgment, deems appropriate, plus (iv) up to thirty-seven
                  percent (37%) of the Inventory being purchased by a Borrower
                  in the ordinary course of its business for which a Usance
                  Letter of Credit is outstanding and has not been drawn upon
                  less such reserves as the Administrative Agent, in its
                  reasonable credit judgment, deems appropriate, plus (v) up to
                  twenty percent (20%) of Eligible Aged Inventory less such
                  reserves as the Administrative Agent, in its reasonable credit
                  judgment, deems appropriate, plus (vi) the Trademark Available
                  Amount plus, (vii) 100% of the funds constituting Net Cash
                  Proceeds in the Cash Collateral Account, plus (viii) 100% of
                  the market value of the Treasury Notes credited to the Control
                  Account in an amount not to exceed $500,000 but only after
                  appropriate documentation and opinions, in form and substance
                  reasonably satisfactory to the Administrative Agent, have been
                  delivered to the Administrative Agent relating to the
                  Administrative Agent's first priority Lien in such Treasury
                  Notes less such reserves as the Administrative Agent, in its
                  reasonable credit judgment, deems appropriate, minus (ix) the
                  Rent Reserve, if any, in effect at such time, minus (x) the
                  amount of Pre-Settlement Exposure at such time. The
                  Administrative Agent, based on such reasonable credit and
                  collateral considerations as the Administrative Agent may deem
                  appropriate, may change from time to time the advance rates in
                  clauses (i), (ii), (iii) and (iv) above, provided that such


                                       2
<PAGE>

                  advance rates do not at any time exceed the respective
                  percentages set forth above. The Administrative Agent agrees
                  to give the Borrowers prior written notice of any such
                  change."

                  (g) The definition of "Commitment" in Section 1.01 of the
Credit Agreement is amended by deleting such definition in its entirety and
substituting therefor a new definition to read as follows:

                  "`Commitment' means, with respect to any Lender, the
                  obligation of such Lender to make Revolving Loans and to
                  participate in Letters of Credit, and which shall not exceed
                  the principal amount set forth opposite such Lender's name on
                  the Annex attached to the Sixth Amendment or on the signature
                  page of the Assignment and Acceptance by which it became a
                  Lender, as modified from time to time pursuant to the terms
                  hereof or to give effect to any applicable Assignment and
                  Acceptance, and `Commitments' means the aggregate principal
                  amount of the Commitments of all the Lenders, the maximum
                  amount of which shall not exceed a principal amount of
                  $105,000,000, as reduced from time to time pursuant to the
                  terms hereof."

                  (h) The definition of "Consolidated EBITDA" in Section 1.01 of
the Credit Agreement is amended by deleting such definition in its entirety and
substituting therefor a new definition to read as follows:

                  "`Consolidated EBITDA' means, for any period on a consolidated
                  basis for any Person and its Subsidiaries, (i) the sum of (A)
                  Consolidated Net Income, (B) depreciation and amortization
                  expense, (C) Consolidated Interest Expense, (D) federal,
                  state, local and foreign income taxes, (E) other non-cash
                  charges and (F) up to $3,000,000 in the aggregate of any cash
                  equity contributed or Permitted Subordinated Indebtedness
                  loaned to the Borrowers during Fiscal Years 2000, 2001 and
                  2002 to the extent not used for Capital Expenditures pursuant
                  to clause (i) of the first proviso in Section 10.04, minus
                  (ii) extraordinary gains not already excluded from the
                  determination of Consolidated Net Income."

                  (i) The definition of "Consolidated Net Worth" in Section 1.01
of the Credit Agreement is amended by deleting such definition in its entirety
and substituting therefor a new definition to read as follows:

                  "`Consolidated Net Worth' means, on a consolidated basis for
                  any Person and its Subsidiaries, (i) total consolidated assets
                  of such Person minus (ii) total consolidated liabilities of
                  such Person; provided, however, the impact of the adoption of
                  FASB Statements No. 141 "Business Combinations" and No. 142
                  "Goodwill and Other Intangible Assets" shall be excluded from
                  such calculation. Assets and liabilities shall be determined
                  in accordance with GAAP, except that investments in, and
                  moneys due from, Affiliates of Barneys shall be excluded from
                  total consolidated assets.



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<PAGE>

                  (j) The definition of "Permitted Subordinated Indebtedness" in
Section 1.01 of the Credit Agreement is amended by adding at the end thereof a
proviso to read as follows:

                  "provided that up to an aggregate of $15,000,000 of such
                  Indebtedness may be secured by a subordinated Lien pursuant to
                  (and subject to) terms and conditions reasonably satisfactory
                  to the Administrative Agent and the Requisite Lenders."

                  (k) The definition of "Trademark Available Amount" in Section
1.01 of the Credit Agreement is amended by deleting such definition in its
entirety and substituting therefor a new definition to read as follows:

                  "`Trademark Available Amount' means initially an amount equal
                  to $5,000,000, which amount shall be permanently reduced as
                  follows: (i) $1,250,000 on August 4, 2002 and on September 1,
                  2002 and $2,500,000 on November 3, 2002; and (ii) an amount
                  equal to the Net Cash Proceeds from sales or other
                  dispositions of assets in an aggregate amount not to exceed
                  the amount of the Trademark Available Amount at such time
                  prior to giving effect to such reduction."

                  (l) Section 1.01 of the Credit Agreement is amended by adding
a new definition after the definition of "Federal Reserve Board" and before the
definition "Fiscal Year" to read as follows:

                  "`Financial Covenant Period' means (i) with respect to the
                  fourth fiscal quarter of Fiscal Year 2001, the three fiscal
                  months ending on the last day of such fiscal quarter; (ii)
                  with respect to the first fiscal quarter of Fiscal Year 2002,
                  the six fiscal months ending on the last day of such fiscal
                  quarter; (iii) with respect to the second fiscal quarter of
                  Fiscal Year 2002, the nine fiscal months ending on the last
                  day of such fiscal quarter; and (iv) with respect to each
                  fiscal quarter thereafter, the immediately preceding twelve
                  fiscal months."

                  (m) Section 1.01 of the Credit Agreement is amended by
deleting the definition "Leverage Ratio" in its entirety.

                  (n) Section 1.01 of the Credit Agreement is amended by adding
a new definition after the definition of "Servicer" and before the definition of
"Solvent" to read as follows:

                  "`Sixth Amendment' means the Sixth Amendment dated as of
                  December 12, 2001 among the Borrowers, the Lenders, the
                  Issuing Bank, the Documentation Agent and the Administrative
                  Agent."

                  (o) Section 3.01(b) of the Credit Agreement is amended by
adding a new subsection (v) at the end thereof to read as follows:

                  "(v) For thirty consecutive days during the period commencing
                  December 1 of each year to February 28 of the following year,


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<PAGE>

                  the Revolving Credit Obligations shall not exceed $65,000,000
                  at any time during such thirty consecutive day period."

                  (p) Section 6.01(j) of the Credit Agreement is amended by
deleting such Section in its entirety and substituting therefor the following:

                  "(j) No Material Adverse Change. Since August 1, 1998 (other
                  than as disclosed in the Disclosure Statement with respect to
                  the Fall 1998 Stub Period or as disclosed in writing to the
                  Lenders prior to December 10, 2001), there has occurred no
                  event which has had, shall have or is reasonably likely to
                  have a Material Adverse Effect."

                  (q) Section 9.03 of the Credit Agreement is amended by (i)
deleting the word "and" at the end of clause (iv) thereof; (ii) deleting the
period at the end of clause (v) thereof and substituting therefor "; and"; and
(iii) adding a new clause (vi) at the end thereof to read as follows:

                  "(vi) the subordinated Lien securing up to $15,000,000 of the
                  Permitted Subordinated Indebtedness pursuant to (and subject
                  to) terms and conditions reasonably satisfactory to the
                  Administrative Agent and the Requisite Lenders."

                  (r) Section 10.01 of the Credit Agreement is amended by
deleting such Section in its entirety and substituting therefor the following:

                  "10.01. Minimum Consolidated Net Worth. The Consolidated Net
                  Worth of Holdings and the Barneys Group at the end of each
                  fiscal quarter set forth below shall not be less than the
                  minimum amount set forth opposite such fiscal quarter:

                           Fiscal Quarter Ending              Minimum Amount
                           ---------------------              --------------

                           Fourth fiscal quarter 2001         $136,000,000
                           First fiscal quarter 2002          $128,000,000
                           Second fiscal quarter 2002         $124,000,000
                           Third fiscal quarter 2002          $126,000,000
                           Fourth fiscal quarter 2002         $132,000,000

                  (s) Section 10.02 of the Credit Agreement is amended by
deleting such Section in its entirety and substituting therefor the following:

                  "10.02.  Intentionally Deleted."

                  (t) Section 10.03 of the Credit Agreement is amended by
deleting such Section in its entirety and substituting therefor the following:

                  "10.03. Minimum Consolidated EBITDA. The Consolidated EBITDA
                  of the Barneys Group, as determined as of the last day of each
                  fiscal quarter set forth below for the Financial Covenant


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<PAGE>

                  Period ending on such day, shall not be less than the minimum
                  amount set forth opposite such fiscal quarter:

                           Fiscal Quarter Ending                Minimum Amount
                           --------------------------           --------------
                           Fourth fiscal quarter 2001           $ 1,000,000
                           First fiscal quarter 2002            $ 1,000,000
                           Second fiscal quarter 2002           $ 2,000,000
                           Third fiscal quarter 2002            $ 8,000,000
                           Fourth fiscal quarter 2002           $16,000,000

                  (u) Section 10.04 of the Credit Agreement is amended by
deleting such Section in its entirety and substituting therefor the following:

                  "10.04. Maximum Capital Expenditures. Capital Expenditures
                  made or incurred by the members of the Barneys Group on a
                  consolidated basis (a) with respect to Fiscal Year 2001, shall
                  not exceed during such Fiscal Year, an aggregate amount of
                  $7,777,000 and (b) with respect to any Fiscal Year thereafter,
                  shall not exceed during such Fiscal Year, an aggregate amount
                  of $5,000,000; provided, however, the foregoing maximum
                  amounts may be increased (i) by the amount (on a dollar for
                  dollar basis) of any cash equity contribution made by
                  Holdings, or Permitted Subordinated Indebtedness loaned, to
                  Barneys but only to the extent not required in the calculation
                  of "Consolidated EBITDA" in order for the Borrowers to meet
                  the financial covenant set forth in Section 10.03 and (ii)
                  with respect to Fiscal Year 2001 and each Fiscal Year
                  thereafter, an amount of up to $4,000,000 for such Fiscal Year
                  if the Fixed Charge Coverage Ratio of the Barneys Group on a
                  consolidated basis, as determined as of the last day of the
                  immediately preceding fiscal quarter for the twelve month
                  period ending on such day (after giving effect to such
                  increased amount of Capital Expenditures), is more than 1.25
                  to 1.0 provided that the amount of such increase reduces the
                  maximum amount of Capital Expenditures (on a dollar for dollar
                  basis) in a subsequent Fiscal Year selected by the Borrowers
                  and ending prior to February 7, 2003; and provided, further,
                  in the event that the maximum amount which is permitted to be
                  expended in respect of Capital Expenditures during any Fiscal
                  Year as set forth above (without giving effect to this
                  proviso) is not fully expended during such Fiscal Year, the
                  maximum amount expended during the immediately succeeding
                  Fiscal Year shall be increased by such unutilized amount."

                  SECTION 2. Additional Amendment to Credit Agreement. The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 5 below, further
amended as follows:

                  (a) The definition of "Commitment Termination Date" in Section
1.01 of the Credit Agreement is amended by deleting such definition in its
entirety and substituting therefor a new definition to read as follows:



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<PAGE>

                  "`Commitment Termination Date' means the earlier to occur of
                  (i) the date of the termination of the Commitments pursuant to
                  the terms hereof and (ii) February 15, 2003."

                  SECTION 3. Amendment to Guaranty. Section 7(b) of the Guaranty
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4 below, amended by deleting such
Section in its entirety and substituting therefor the following:

                  "(b) Liens. Directly or indirectly create, incur, assume or
         suffer to exist any Lien on or with respect to any of its Property
         except Liens created by or pursuant to the Loan Documents, Customary
         Permitted Liens and Liens permitted under Section 9.03(vi) of the
         Credit Agreement."

                  SECTION 4. Conditions Precedent to Effectiveness. All Sections
(other than Section 2) of this Sixth 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 Sixth Amendment executed by the Borrowers
                  and the Requisite Lenders; and

                           (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 and Holdings in
         Section 6 of this Sixth Amendment shall be true, correct and complete
         in all material respects on and as of the Amendment Effective Date.

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

                  (d) Fees and Expenses. There shall have been paid (i) to the
         Administrative Agent, for the account of each Lender that executes this
         Sixth Amendment on or prior to December 12, 2001, an amendment fee in
         the amount of 0.375% of such Lender's Commitment after giving effect to
         this Sixth Amendment and (ii) to the Administrative Agent all fees due
         and payable to the Administrative Agent on or before the Amendment
         Effective Date (including, without limitation, all fees described in
         the letter dated as of the date hereof between the Borrowers and the
         Administrative Agent) and all expenses (including, without limitation,
         legal expenses) due and payable on or before the Amendment Effective
         Date.

                  SECTION 5. Conditions Precedent to Section 2. Section 2 of
this Sixth Amendment shall become effective as of the Amendment Effective Date
when (i) the Administrative Agent has received this Sixth Amendment executed by


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<PAGE>

the Borrower and all Lenders and (ii) all the conditions precedent set forth in
Section 4 have been satisfied.

                  SECTION 6. Representations and Warranties. Each Borrower
represents and warrants as follows:

                  (a) After giving effect to this Sixth 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 Sixth 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 or otherwise disclosed in writing
         to the Lenders prior to the date hereof.

                  SECTION 7. Reference to and Effect on the Loan Documents. (a)
Upon the effectiveness of this Sixth 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 Sixth
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.

                  SECTION 8. Execution in Counterparts. This Sixth 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 9. Governing Law. This Sixth Amendment shall be
governed by, and construed in accordance with, the laws of the State of New
York.


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<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Sixth
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 M. Feldman
                             --------------------------------------------
                                Title: Executive Vice President and Chief
                                       Financial Officer


                          CITICORP USA, INC., as Administrative Agent and
                          Lender


                          By:/s/ James J. McCarthy
                             --------------------------------------------
                                Title: Vice President


                          GENERAL ELECTRIC CAPITAL
                          CORPORATION, as Lender


                          By:/s/ Stephen M. Metivier
                             --------------------------------------------
                                Title: Vice President


                          GMAC COMMERCIAL CREDIT LLC, as Lender


                          By:/s/ Frank Imperati
                             --------------------------------------------
                                Title: Senior Vice President


                          NATIONAL CITY COMMERCIAL
                          FINANCE, INC., as Lender


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



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<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 Sixth 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 M. Feldman
                             --------------------------------------------
                                Title: Executive Vice President and
                                       Chief Financial Officer












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<PAGE>

                                      ANNEX


Lenders                                                 Commitment Amount
-------                                                 -----------------

Citicorp USA, Inc.                                            $43,750,000

General Electric Capital Corporation                          $26,250,000

GMAC Commercial Credit, LLC                                   $21,875,000

National City Commercial Finance, Inc.                        $13,125,000
                                                        =================
                                                             $105,000,000