IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. x : : : : : : : x

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1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re FILENE'S BASEMENT, LLC, et al., Debtors x x Chapter 11 Case No ( ) Joint Administration Pending DEBTORS' MOTION FOR ORDER PURSUANT TO 11 U.S.C. 105(a), 365(a) AND 554 AND FED. R. BANKR. P AUTHORIZING (I) REJECTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES EFFECTIVE AS OF THE PETITION DATE, (II) REJECTION OF A CERTAIN UNEXPIRED LEASE EFFECTIVE AS OF NOVEMBER 5, 2011 AND (III) ABANDONMENT OF PERSONAL PROPERTY The debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors") hereby move (the "Motion") this Court for entry of an order, under sections 105(a), 365(a) and 554 of title 11 of the United States Code (the "Bankruptcy Code") and Rule 6006 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing the Debtors (i) to reject certain executory contracts set forth on Exhibit A hereto, including any amendments, modifications, guaranties, or other agreements related thereto (collectively, the "Executory Contracts"), effective as of the Petition Date (as defined below); (ii) to reject certain unexpired leases of nonresidential real property set forth on Exhibit B hereto, including any amendments, modifications, guaranties, or other agreements related thereto (collectively, the "s") located at the addresses listed on Exhibit B (collectively, the "Premises"), effective as of the Petition Date, except for the Sawmill (as defined below), with respect to which the 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows Basement, LLC (8277), Syms Corp. (5228), Syms Clothing, Inc. (3869), and Syms Advertising Inc. (5234). The Debtors' address is One Syms Way, Secaucus, New Jersey

2 Debtors request that rejection be effective as of November 5, 2011; and (iii) to abandon any equipment, furniture, fixtures, and/or any other personal property that is property of the estate and located at any of the Premises (the "Abandoned Property") on the date of rejection. In support of the Motion, the Debtors rely upon and fully incorporate by reference the Declaration of Gary Binkoski in Support of Chapter 11 Petitions and First Day Pleadings (the "First Day Declaration"), filed with the Court concurrently herewith. 2 In further support of the Motion, the Debtors, by and through their undersigned proposed counsel, respectfully represent JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and this Motion in this district is proper under 28 U.S.C and The legal predicates for the relief requested herein are Bankruptcy Code sections 105(a), 365(a) and 554. Such relief is also warranted under Bankruptcy Rule BACKGROUND 3. On the date hereof (the "Petition Date"), the Debtors filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code. The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of these bankruptcy cases, is set forth in detail in the First Day Declaration. 4. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Bankruptcy Code sections 1107 and Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First Day Declaration. 2

3 RELIEF REQUESTED 5. By this Motion, the Debtors request entry of an order under Bankruptcy Code sections 105(a) and 365(a) authorizing the Debtors to reject the Executory Contracts and s (including any subleases thereto) effective as of the Petition Date, except for the Sawmill, which the Debtors seek to reject as of November 5, The Debtors further seek (a) authority under Bankruptcy Code sections 105(a) and 554 to abandon to the landlords under the s (the "Landlords," as identified on Exhibit B hereto) any and all Abandoned Property as of the date the respective s are rejected; and (b) authorization for the Landlords, in their sole discretion and without further notice, to dispose of such Abandoned Property, without liability to the Debtors or any third parties claiming an interest in such Abandoned Property. BASIS FOR RELIEF 7. The Debtors are in the process of winding down their business operations. As part of the Debtors' efforts to maximize value for their estates, creditors and other stakeholders, the Debtors are working to eliminate unnecessary administrative burdens on their estates. The Debtors have determined that the Debtors' estates would be better served by avoiding the burdens associated with the Debtors' continued performance under the Executory Contracts and s. Therefore, the Debtors have decided, in the exercise of their business judgment, that it is in the best interests of their estates, creditors and stakeholders to reject the Executory Contracts and s. 3 The Debtors are currently performing their review and evaluation of other executory contracts and unexpired leases that are not the subject of this Motion. As this process continues, the Debtors may identify additional executory contracts and leases to be assumed or rejected. Accordingly, the Debtors reserve the right to seek to assume or reject additional executory contracts and leases in the future. This Motion should not be construed as a determination that any executory contracts and leases not listed herein are to be assumed or rejected. 3

4 Rejection of the Executory Contracts 8. The Debtors have filed a motion concurrently herewith seeking permission to conduct store closing sales, and to enter into an agency agreement with a liquidator to conduct the sales. As the Debtors are winding down their businesses, they no longer require the services provided by the counterparties to the Executory Contracts (the "Counterparties," as identified on Exhibit A hereto), which were in the nature of marketing, promotional and advertising services, and employee recruiting. These services were required in connection with the expansion and marketing of the Debtors' businesses, and in the context of the store closing sales that the Debtors seek permission to hold, they are no longer necessary. To the extent that the wind-down of the Debtors' businesses do require similar services, they will be provided by the liquidator. Therefore, no benefits remain to be conferred upon the Debtors under the Executory Contracts. 9. By rejecting the Executory Contracts as of the Petition Date, the Debtors will avoid incurring unnecessary administrative charges that will provide no tangible benefit to the Debtors' estates. As stated above, the Debtors do not believe that the Executory Contracts provide any benefit to the Debtors or their estates. Nor do the Debtors believe that such value could be obtained through the assumption and assignment of the Executory Contracts to third parties. 10. For these reasons, the Debtors have determined that rejection of the Executory Contracts, in light of the wind-down of the Debtors' businesses, is in the best interests of the Debtors and other parties in interest. Rejection of the s 11. The Debtors formerly operated, or intended to operate, retail operations at the Premises. With one exception, prior to the Petition Date the Debtors had vacated all of the 4

5 Premises and surrendered possession to the Landlords, or had never taken possession of the Premises at all. The exception is that certain lease, as set forth more fully on Exhibit B, relating to the Premises located at 438 Sawmill Rd, near Dublin, Ohio (the "Sawmill "). The Debtors have entered into an agreement with the Landlord under the Sawmill to fully vacate the Premises as of November 5, Because the Premises are vacant (or, in the case of the Sawmill Premises, will soon be vacant), the s are not conferring any benefit upon the Debtors' estates. The Debtors may continue, however, to be obliged to pay rent under the s, even though they have no continuing operations in those locations and no other productive uses for those Premises. 4 As such, the Debtors have determined that the continued maintenance of the lease obligations at the Premises is no longer desirable and the elimination of such lease obligations constitutes a valid exercise of the Debtors' business judgment. 13. Based on the foregoing, the Debtors have determined, through an exercise of their business judgment, that the rejection of the s is in the best interests of their estates, their creditors, their stakeholders and other parties in interest. In considering their options with respect to the s, the Debtors will be relieved from their obligations to pay rent, as well as certain other costs including, but not limited to, taxes, insurance, utilities, maintenance, operating expenses and other future related charges associated with the s. 14. Thus, by rejecting the s at this time, the Debtors will avoid incurring unnecessary administrative charges for facilities that provide no tangible benefit to the Debtors' 4 Out of an abundance of caution, the Debtors note that certain of the s listed on Exhibit B and included in this Motion may have been terminated prior to the Petition Date. This Motion has no force or effect with respect to any such terminated s. This Motion is not intended to reinstate or otherwise alter the status of any, and does not mean that any particular Landlord is entitled to damages for rejection thereof. 5

6 estates. The resulting savings from the rejection of the s will increase the Debtors' future cash flows and assist the Debtors in managing their estates. 15. The Debtors have analyzed each of the s to determine the appropriate date of rejection. The Debtors have concluded that, in order to minimize unnecessary potential costs to their estates, the s (except the Sawmill ) should be rejected as of the Petition Date. 16. With the exception of the Sawmill Premises, the Debtors in each case have vacated the properties that are covered by the s, have surrendered possession of the Premises to the Landlords, and have unequivocally notified each Landlord of their intent to abandon the Premises. Moreover, the Debtors agree that they will not remove any of the s from Exhibit B or withdraw this Motion, without the consent of the relevant Landlord. As described above, in the case of the Sawmill Premises, the Debtors will take these steps as of November 5, Furthermore, in all cases except with respect to the Sawmill Premises, the Debtors have on or before the Petition Date and where applicable, used commercially reasonable efforts to (a) disarm the alarm, transmit alarm codes to the applicable Landlord, or advise the applicable Landlord in writing that they are unable to provide the alarm codes despite commercially reasonable efforts to do so and (b) return keys to the applicable Landlord or advise the applicable Landlord that the keys cannot be returned despite commercially reasonable efforts to do so (such measures, the "Rejection Measures"). The Debtors will complete the Rejection Measures with respect to the Sawmill by November 5, The Debtors believe that abandonment of any Abandoned Property as of a 's rejection date is appropriate because such property is of inconsequential value and/or the 6

7 cost of removing and storing such property exceeds its value to the Debtors' estates. Moreover, the Debtors believe that any Abandoned Property will not be needed for the wind-down of the Debtors' businesses. Accordingly, the Debtors believe that rejection of the s and abandonment of any Abandoned Property is in the best interests of their estates, their creditors, their stakeholders and other parties in interest. APPLICABLE AUTHORITY A. Rejection of the Executory Contracts and s is a Sound Exercise of the Debtors' Business Judgment 18. Bankruptcy Code section 365(a) provides that a debtor, "subject to the court's approval, may assume or reject any executory contract or unexpired lease." 11 U.S.C. 365(a); see also Univ. Med. Ctr. v. Sullivan (In re Univ. Med. Ctr.), 973 F.2d 1065, 1075 (3d Cir. 1992). 19. A debtor's determination to reject an executory contract is governed by the "business judgment" standard. In re HQ Global Holdings, Inc., 290 B.R. 507, 511 (Bankr. D. Del. 2003) (stating that a debtor's decision to reject an executory contract is governed by the business judgment standard and can only be overturned if the decision was the product of bad faith, whim, or caprice). 20. Once the Debtors articulate a valid business justification, "[t]he business judgment rule 'is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.'" Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)). 7

8 21. The business judgment rule has vitality in chapter 11 cases and shields a debtor's management from judicial second-guessing. See Comm. of Asbestos-Related Litigants and/or Creditors v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, (Bankr. S.D.N.Y. 1986) ("[T]he Code favors the continued operation of a business by a debtor and a presumption of reasonableness attaches to a debtor's management decisions."). 22. As set forth above, the Debtors clearly have satisfied the "business judgment" standard for rejecting the Executory Contracts and s. The Executory Contracts and s are financially burdensome and unnecessary to the Debtors as they wind-down their businesses. Moreover, the Debtors have reviewed the Executory Contracts and s and have determined that they do not have any marketable value beneficial to the Debtors' estates. Accordingly, the Debtors have determined that the Executory Contracts and s constitute an unnecessary drain on the Debtors' cash flows and, therefore, rejection of the Executory Contracts and s reflects the Debtors' exercise of sound business judgment. 23. With specific reference to the s, the Debtors submit that rejection of the s is appropriate as of the Petition Date, where sought. Courts in this district have authorized retroactive rejection of unexpired leases as of the date that the non-debtor party to the lease was informed of the debtor's "unequivocal intent to reject the leases." In re Fleming Co., Inc., 304 B.R. 85, 96 (Bankr. D. Del. 2004). Under Bankruptcy Code section 365, the Debtors' only duty upon rejection is to surrender the Premises. See 11 U.S.C. 365(d)(4) (providing that, upon rejection, "the trustee shall immediately surrender [the] nonresidential real property to the lessor"). "Surrender" is not defined in the Bankruptcy Code and has been interpreted by courts differently depending on the facts and circumstances. 8

9 24. Where the debtor is a lessee and no sub-tenancy exists, 5 courts have concluded that providing notice of rejection to the landlord and vacating the premises constitutes surrender of the premises. Adelphia Bus. Solutions, Inc. v. Abnos, 482 F.3d 602, 608 (2d Cir. 2007) (noting that the bankruptcy court properly considered the fact that the debtor vacated the premises); Chatlos Sys., Inc. v. Kaplan, 147 B.R. 96, 100 (D. Del. 1992) (noting that surrender is effective if the debtor/lessee in possession of the premises provides notice, vacates the premises and turns the premises over to the landlord). 25. Here, where applicable, the Debtors have complied with the Rejection Measures outlined above. In addition, the Debtors have vacated the properties that are covered by the s, have surrendered possession of the Premises to the Landlords, and have unequivocally notified each Landlord of their intent to abandon the Premises, or, in the case of the Sawmill, have reached an agreement with the relevant Landlord to do so. The Debtors submit that, in light of the circumstances, rejection as of the Petition Date (or November 5, 2011 for the Sawmill ) is appropriate and equitable. See April 15, 1998 Transcript at 35, In re Namco Cybertainment, Inc., Case No (PJW) (Bankr. D. Del. Apr. 15, 1998) (citing the factors which must be present for rejection of a lease as of the date of service of the lease rejection motion). The rejection of the s as of the Petition Date (or November 5, 2011 for the Sawmill ) is therefore warranted. 26. In summary, the Debtors believe that the proposed rejection of the Executory Contracts and s is tailored to minimize administrative expenses, maximize distributions to creditors in these chapter 11 cases, and, with respect to the s, return control 5 Upon information and belief, none of the s involve subleases. Out of an abundance of caution, however and to the extent there are any, any subleases of any of the Premises subject to the s will be likewise rejected upon rejection of the primary s. See Chatlos Sys., Inc. v. Kaplan, 147 B.R. 96, 100 (D. Del. 1992) (holding that rejection of a primary lease results in deemed rejection of any sublease). 9

10 of the Premises to the Landlords quickly. In the exercise of their sound business judgment, the Debtors thus seek authority to reject the Executory Contracts and s (except the Sawmill ) effective as of the Petition Date, and to reject the Sawmill effective as of November 5, B. The Bankruptcy Code Authorizes the Abandonment of the Abandoned Property 27. Bankruptcy Code section 554(a) provides that "[a]fter notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate." 11 U.S.C. 554(a). Courts give great deference to debtors' decisions to abandon property under Bankruptcy Code section 554. See In re Vel Rey Props., Inc., 174 B.R. 859, 867 (Bankr. D.D.C. 1994) ("Clearly, the court should give deference to the trustee's judgment in such matters."). Unless the property is harmful to the public, once the debtors have shown that the property is burdensome or of inconsequential value and benefit, the court should approve the abandonment. See id. at The Debtors believe that the costs of moving and storing any Abandoned Property would far outweigh any benefit to their estates. Moreover, the Debtors believe that any efforts to move any Abandoned Property would unnecessarily delay the rejection of the s, which would, in turn, increase the amount of administrative expenses incurred by the Debtors in these chapter 11 cases. Therefore, it is in the Debtors' best interests to abandon any Abandoned Property located at the Premises on the Petition Date. NOTICE 29. Notice of this Motion will be given to (i) the United States Trustee for the District of Delaware; (ii) counsel to the agent for the prepetition lenders; (iii) the parties included on the Debtors' lists of twenty (20) largest unsecured creditors; (iv) all parties entitled to notice 10

11 pursuant to Local Bankruptcy Rule (m); and (v) the Counterparties and Landlords listed on Exhibits A and B hereto. Court or any other court. NO PRIOR REQUEST 30. No previous request for the relief sought herein has been made to this CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an Order, substantially in the form annexed hereto, granting the relief requested in the Motion and such other and further relief as may be just and proper. Dated Wilmington, Delaware November 2, 2011 /s/ Mark S. Chehi Mark S. Chehi (I.D. No. 2855) Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, Delaware (302) (302) and - Jay M. Goffman Mark A. McDermott David M. Turetsky Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York (212) (212) Proposed Counsel for Debtors and Debtors in Possession New York Server 7A - MSW 11

12 EXHIBIT A ALL OF THE FOLLOWING CONTRACTS ARE REJECTED TOGETHER WITH ALL ANCILLARY AND COLLATERAL DOCUMENTS, AMENDMENTS, EXHIBITS, MODIFICATIONS, REVISIONS, SUPPLEMENTS, RIDERS, ATTACHMENTS, SCHEDULES, SIDE LETTERS AND THE LIKE Debtor Party Start Date of Contract (if known) Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Syms Corp. January 1, 2010 Petition Date Henry Donegar Associates 463 Seventh Avenue New York, NY Description of Contract Marketing Services Agreement Syms Corp. / Basement, LLC March 7, 2011 Petition Date New York Post 1211 Avenue of Americas New York, NY Advertisement Agreement Syms Corp. June 15, 2009 Petition Date Retail Entertainment Design SE 36th Street Suite 300 Bellevue, WA Syms Corp. March 12, 2010 Petition Date SHC Direct, LLC 1020 West 31st Street Suite 225 Downers Grove, IL Syms Corp. August 1, 2009 Petition Date Shopper Trak RCT Corporation 200 West Monroe Suite 1100 Chicago, IL Custom Audio/Video Service Agreement for in-store promotional purposes Marketing Services Purchase Agreement

13 Debtor Party Basement Start Date of Contract (if known) Syms Corp. December 12, 2010 Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) July 18, 2006 Petition Date Shopper Trak RCT Corporation 200 West Monroe Suite 1100 Chicago, IL Petition Date Snagajob.com 4880 Cox Road Suite 200 Glen Allen, VA Description of Contract Purchase Agreement Location Based Job Posting Services Syms Corp. / Basement, LLC -- Petition Date Strategic Marketing Group 116 East 68 Street New York, NY Marketing Services Syms Corp. / Basement, LLC December 4, 2009 Petition Date TAG New Media 156 Saint Paul Street Suite 201 Burlington, VT Marketing Services (Social Media) Syms Corp. / Basement, LLC February 17, 2010 Petition Date TAG New Media 156 Saint Paul Street Suite 201 Burlington, VT Marketing Services (Online Marketing) New York Server 7A - MSW 2

14 EXHIBIT B EXCEPT AS OTHERWISE NOTED BELOW, ALL OF THE FOLLOWING REAL PROPERTY LEASES ARE REJECTED TOGETHER WITH ALL ANCILLARY AND COLLATERAL DOCUMENTS, AMENDMENTS, EXHIBITS, MODIFICATIONS, REVISIONS, SUPPLEMENTS, RIDERS, ATTACHMENTS, SCHEDULES, SIDE LETTERS AND THE LIKE Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property Fulton Syms Corp. September 22, 2010 Petition Date 490 Fulton Owner LLC Attn Eli Gindi 15 West 34th St 8th Fl New York, NY Premises never delivered Wachtel & Masyr, LLP 885 Second Ave 47 th Floor New York, NY Sawmill Basement, LLC July 19, 2000 November 5, 2011 DSW MS LLC Attn Bill Jordan, EVP & General Counsel 810 DSW Drive Columbus, OH Expired in April 2010 November 5, 2011

15 Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property 024 Plano Syms Corp. January 12, 2006 Petition Date UCR Asset Services Reef Asset Manager 200 Crescent Court Suite 560 Dallas, TX store closed November 29, 2010 UCR Asset Services 7001 Preston Rd Suite 215 Dallas, TX Paramus Basement, LLC September 28, 2007 Petition Date Vornado Bergen Mall LLC c/o Vornado Realty Trust Attn EVP Retail Real Estate Division 210 Route 4 East Paramus, NJ store closed November 1, 2011 Vornado Realty Trust Attn EVP Finance and Administration and CFO 210 Route 4 East Paramus, NJ

16 Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property 042 Park Ave Syms Corp. September 1, 1995 Petition Date Waterman 400 Park Associates, LLC Attn Philip Waterman III 400 Park Ave New York, NY Expired September 22, 2011 Fried, Frank, Harris, Shriver & Jacobson LLP Attn Janice MacAvoy, Esq. One New York Plaza New York, NY New York Server 7A - MSW 3

17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re FILENE'S BASEMENT, LLC, et al., Debtors x x Chapter 11 Case No ( ) Joint Administration Pending Related Docket No. ORDER UNDER 11 U.S.C. 105(a), 365(a) AND 554 AND FED. R. BANKR. P AUTHORIZING (I) REJECTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES EFFECTIVE AS OF THE PETITION DATE; (II) REJECTION OF A CERTAIN UNEXPIRED LEASE EFFECTIVE AS OF NOVEMBER 5, 2011; AND (III) ABANDONMENT OF PERSONAL PROPERTY Upon the motion (the "Motion") 2 of the Debtors for an order (the "Order"), under Bankruptcy Code sections 105(a), 365(a) and 554 and Bankruptcy Rule 6006, authorizing the Debtors (i) to reject certain Executory Contracts set forth on Exhibit A hereto, including any amendments, modifications, guaranties, or other agreements related thereto, effective as of the Petition Date; (ii) to reject certain unexpired s of nonresidential real property set forth on Exhibit B hereto, including any amendments, modifications, guaranties, or other agreements related thereto, effective as of the Petition Date, except for the Sawmill, the rejection of which shall be effective as of November 5, 2011; and (iii) to abandon any equipment, furniture, fixtures, and/or any other personal property that is property of the estate and located at any of the Premises (the "Abandoned Property"); and upon the First Day Declaration; and due and sufficient notice of the Motion having been given under the particular circumstances; and it 1 2 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows Basement, LLC (8277), Syms Corp. (5228), Syms Clothing, Inc. (3869), and Syms Advertising Inc. (5234). The Debtors' address is One Syms Way, Secaucus, New Jersey Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

18 appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtors, their estates, their creditors, their stakeholders and other parties in interest; and after due deliberation thereon and sufficient cause appearing therefore, it is hereby, ORDERED, ADJUDGED AND DECREED that 1. The Motion is GRANTED as set forth herein. 2. The Executory Contracts identified on Exhibit A hereto and the s identified on Exhibit B hereto (except the Sawmill ) are hereby rejected as of the Petition Date, and the Sawmill is hereby rejected as of November 5, Any subleases associated with the s or the Premises are hereby rejected effective as of the rejection of the respective s. 3. The Landlords are entitled to immediate possession of the Premises. 4. Pursuant to Bankruptcy Code section 554, the Debtors are authorized to abandon any and all Abandoned Property located at any of the Premises, and such Abandoned Property is deemed abandoned to the Landlords. 5. The Landlords may, in their sole discretion and without further notice, dispose of such Abandoned Property without liability to the Debtors or any third parties claiming an interest in such Abandoned Property. 2

19 6. The Debtors reserve their rights to assume, assign, or reject other executory contracts or leases, and nothing herein shall be deemed to affect such rights. 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 8. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order. Dated Wilmington, Delaware, 2011 Honorable UNITED STATES BANKRUPTCY JUDGE New York Server 7A - MSW

20 EXHIBIT A ALL OF THE FOLLOWING CONTRACTS ARE REJECTED TOGETHER WITH ALL ANCILLARY AND COLLATERAL DOCUMENTS, AMENDMENTS, EXHIBITS, MODIFICATIONS, REVISIONS, SUPPLEMENTS, RIDERS, ATTACHMENTS, SCHEDULES, SIDE LETTERS AND THE LIKE Debtor Party Start Date of Contract (if known) Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Syms Corp. January 1, 2010 Petition Date Henry Donegar Associates 463 Seventh Avenue New York, NY Description of Contract Marketing Services Agreement Syms Corp. / Basement, LLC March 7, 2011 Petition Date New York Post 1211 Avenue of Americas New York, NY Advertisement Agreement Syms Corp. June 15, 2009 Petition Date Retail Entertainment Design SE 36th Street Suite 300 Bellevue, WA Syms Corp. March 12, 2010 Petition Date SHC Direct, LLC 1020 West 31st Street Suite 225 Downers Grove, IL Syms Corp. August 1, 2009 Petition Date Shopper Trak RCT Corporation 200 West Monroe Suite 1100 Chicago, IL Custom Audio/Video Service Agreement for in-store promotional purposes Marketing Services Purchase Agreement

21 Debtor Party Basement Start Date of Contract (if known) Syms Corp. December 12, 2010 Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) July 18, 2006 Petition Date Shopper Trak RCT Corporation 200 West Monroe Suite 1100 Chicago, IL Petition Date Snagajob.com 4880 Cox Road Suite 200 Glen Allen, VA Description of Contract Purchase Agreement Location Based Job Posting Services Syms Corp. / Basement, LLC -- Petition Date Strategic Marketing Group 116 East 68 Street New York, NY Marketing Services Syms Corp. / Basement, LLC December 4, 2009 Petition Date TAG New Media 156 Saint Paul Street Suite 201 Burlington, VT Marketing Services (Social Media) Syms Corp. / Basement, LLC February 17, 2010 Petition Date TAG New Media 156 Saint Paul Street Suite 201 Burlington, VT Marketing Services (Online Marketing) New York Server 7A - MSW 2

22 EXHIBIT B EXCEPT AS OTHERWISE NOTED BELOW, ALL OF THE FOLLOWING REAL PROPERTY LEASES ARE REJECTED TOGETHER WITH ALL ANCILLARY AND COLLATERAL DOCUMENTS, AMENDMENTS, EXHIBITS, MODIFICATIONS, REVISIONS, SUPPLEMENTS, RIDERS, ATTACHMENTS, SCHEDULES, SIDE LETTERS AND THE LIKE Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property Fulton Syms Corp. September 22, 2010 Petition Date 490 Fulton Owner LLC Attn Eli Gindi 15 West 34th St 8th Fl New York, NY Premises never delivered Wachtel & Masyr, LLP 885 Second Ave 47 th Floor New York, NY Sawmill Basement, LLC July 19, 2000 November 5, 2011 DSW MS LLC Attn Bill Jordan, EVP & General Counsel 810 DSW Drive Columbus, OH Expired in April 2010 November 5, 2011

23 Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property 024 Plano Syms Corp. January 12, 2006 Petition Date UCR Asset Services Reef Asset Manager 200 Crescent Court Suite 560 Dallas, TX store closed November 29, 2010 UCR Asset Services 7001 Preston Rd Suite 215 Dallas, TX Paramus Basement, LLC September 28, 2007 Petition Date Vornado Bergen Mall LLC c/o Vornado Realty Trust Attn EVP Retail Real Estate Division 210 Route 4 East Paramus, NJ store closed November 1, 2011 Vornado Realty Trust Attn EVP Finance and Administration and CFO 210 Route 4 East Paramus, NJ

24 Title of Contract/ or Other Identification Debtor Party Start Date of Effective Date of Rejection Non-debtor to Contract/ and Noticing Address(es) Description of Date of Surrender of the Real Property 042 Park Ave Syms Corp. September 1, 1995 Petition Date Waterman 400 Park Associates, LLC Attn Philip Waterman III 400 Park Ave New York, NY Expired September 22, 2011 Fried, Frank, Harris, Shriver & Jacobson LLP Attn Janice MacAvoy, Esq. One New York Plaza New York, NY New York Server 7A - MSW 3