PURCHASE AGREEMENT

Exhibit 2.1

PURCHASE AGREEMENT

by and between

RETAIL VENTURES, INC.,

and

FB II ACQUISITION CORP.

Dated as of April 21, 2009

TABLE OF CONTENTS

EXECUTION VERSION

PURCHASE AGREEMENT

          THIS PURCHASE AGREEMENT, dated as of April 21, 2009 (this “ Agreement ”), is entered into by and between Retail Ventures, Inc., an Ohio corporation (the “ Seller ”) and FB II Acquisition Corp., a Delaware corporation (the “ Purchaser ”).

W I T N E S S E T H:

          WHEREAS, the Seller owns (i) one hundred (100) shares of the common stock, par value $0.01 per share (collectively, the “ Shares ”) of Filene’s Basement, Inc., a Delaware corporation (“ Filene’s Basement ”), which Shares constitute all of the issued and outstanding shares of the capital stock of Filene’s Basement, and (ii) all of the limited liability company interests (the “ LLC Interests ”) of FB Services LLC, a Delaware limited liability company (“ FB Services ”); and

          WHEREAS, the Purchaser desires to purchase all of the Shares and the LLC Interests from the Seller, and the Seller desires to sell, transfer and assign all of the Shares and the LLC Interests to the Purchaser, upon the terms and subject to the conditions set forth in this Agreement; and

          WHEREAS, DSW Inc. (“ DSW ”) currently provides certain shared services to Filene’s Basement as a wholly-owned subsidiary of the Seller pursuant to the Amended and Restated Shared Services Agreement, dated as of March 17, 2008, as amended (the “ Existing Shared Services Agreement ”), between DSW and the Seller, and at the request of the Purchaser, DSW has agreed to provide to Filene’s Basement certain transition services from and after the Closing (as defined in Section 2.1), all in accordance with and subject to the terms and conditions of a shared services agreement (the “ Shared Services Agreement ”) to be entered into by DSW and Filene’s Basement simultaneously with the execution and delivery of this Agreement.

          NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

TRANSACTIONS

          Section 1.1 Sale and Transfer of the Shares and the LLC Interests; Purchase Price . Subject to the terms and conditions of this Agreement, at the Closing:

               (a) the Seller agrees to sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase and accept from the Seller, all of the Seller’s rights, title and interest in and to the Shares and the LLC Interests free and clear of any mortgages, liens, claims, pledges, charges, warrants, options, security interests, conversion rights, purchase rights, restrictions on transfer or other encumbrances of any nature whatsoever (collectively, “ Encumbrances ”), other than the Encumbrances granted by the Seller to National City Business Credit, Inc., as agent, pursuant to the Credit Agreement (as hereinafter defined);

               (b) the Purchaser agrees to deliver to the Seller an aggregate amount equal to $25,000 in cash (the “ Purchase Price ”), which delivery will be made by wire transfer of immediately available funds to the bank account designated in writing by the Seller prior to the Closing; and

               (c) the Purchaser shall be entitled to deduct and withhold from the Purchase Price such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of U.S. federal, state or local tax law. If the Purchaser so deducts and withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

The transactions referred to in paragraphs (a) and (b) above are collectively referred to as the “ Closing Date Transactions .”

     As used in this Agreement, the term “ Credit Agreement ” shall mean, collectively, the Second Amended and Restated Loan and Security Agreement, dated as of January 23, 2008, as amended through the date of this Agreement, by and among National City Business Credit, Inc., Wells Fargo Retail Finance LLC, Wachovia Capital Finance Corporation, the Revolving Credit Lenders party thereto and Filene’s Basement and any and all Loan Documents (as defined in such agreement).

ARTICLE II

THE CLOSING

          Section 2.1 Closing . The consummation of the Closing Date Transactions (the “ Closing ”) will occur at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1 Beacon Street, Boston, Massachusetts 02108, or such other location as is reasonably acceptable to the parties, simultaneously with the execution and delivery of this Agreement (the “ Closing Date ”), which will occur at 10:00 a.m., local time, on the date of this Agreement. All Closing Date Transactions are intended to occur as nearly simultaneously as possible and the Closing formalities shall not be adjourned or the Closing deemed completed until all Closing Date Transactions have been completed.

          Section 2.2 Deliveries by the Seller. At the Closing, the Seller shall deliver to the Purchaser:

               (a) an original stock certificate representing the Shares, duly and validly issued by Filene’s Basement in the name of the Purchaser, together with evidence reasonably satisfactory to the Purchaser that the stock certificate(s) representing the Shares issued to the Seller have been cancelled; provided , that if requested by the lenders under the Credit Agreement, the Purchaser shall, immediately upon receipt of such certificate, deliver and pledge such certificate to the lenders under the Credit Agreement pursuant to a non-recourse collateral pledge of stock agreement that is reasonably satisfactory, in form and substance, to the Purchaser;

               (b) an assignment agreement with respect to the LLC Interests whereby the Purchaser is substituted as the sole member of FB Services, duly executed by the Seller;

               (c) evidence of the resignation of all of the officers and the members of the board of directors of Filene’s Basement and board of managers of FB Services and FB Leasing Services LLC (“ FB Leasing ”), but only, in either event, if required by the Purchaser in connection with the Closing;

               (d) the limited liability company and corporate books, unit ledgers and stock ledgers, minute books and corporate and company seal or their functional equivalents of Filene’s Basement, FB Services and FB Leasing; provided , however , that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.2(d) if such item has been delivered to, or is otherwise located at, the corporate offices of Filene’s Basement at 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803-4245 on the date of this Agreement or the offices of Filene’s Basement’s counsel, at Vorys, Sater, Seymour & Pease LLP at 52 East Gay Street, Columbus, Ohio 43216-1008;

               (e) all consents and approvals to the sale of the Shares and the reorganization contemplated by Section 5.14 and any other aspect of the transactions contemplated by this Agreement, to the extent required by the lenders under the Credit Agreement as of the Closing;

               (f) a certification in a form reasonably satisfactory to the Purchaser pursuant to Treas. Reg. §1.1445-2(b)(2) stating that the Seller is not a foreign person;

               (g) a copy of the Shared Services Agreement, duly executed by DSW;

               (h) evidence in a form reasonably satisfactory to the Purchaser that the following transactions have been completed: (A) prior to the Closing, FB Services was formed as a direct subsidiary of the Seller, and FB Leasing was formed as a direct subsidiary of FB Services, and (B) Filene’s Basement thereafter transferred, conveyed and assigned to FB Leasing certain leases pursuant to Assignment and Assumption of Lease Agreements reasonably satisfactory, in form and substance, to the Purchaser;

               (i) evidence in a form reasonably satisfactory to the Purchaser of the consent by DSW to the release of Filene’s Basement under Section 10.08 of the Tax Separation Agreement, dated July 5, 2005, among the Seller and its affiliates and DSW and its affiliates;

               (j) evidence in a form reasonably satisfactory to the Purchaser that the Seller has received all corporate authorizations required of it in order to complete the Closing Date Transactions; and

               (k) any other documents, instruments and writings reasonably required to be delivered at the Closing by the Seller to the Purchaser pursuant to this Agreement.

          Section 2.3 Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver to the Seller:

               (a) the Purchase Price, by wire transfer of immediately available funds to the bank account designated in writing by the Seller prior to the Closing;

               (b) an assignment agreement with respect to the LLC Interests whereby the Purchaser is substituted as the sole member of FB Services, duly executed by the Purchaser;

               (c) a copy of the Shared Services Agreement, duly executed by Filene’s Basement;

               (d) evidence in a form reasonably satisfactory to the Seller that the Purchaser has received all corporate authorizations required of it in order to complete the Closing Date Transactions; and

               (e) any other documents, instruments and writings reasonably required to be delivered at the Closing by the Purchaser to the Seller pursuant to this Agreement.

          Section 2.4 Earnout .

               (a) In addition to the consideration provided for in Section 2.3(a) of this Agreement, the Purchaser shall pay, or cause to be paid, 19% of any Applicable Proceeds (as defined below) to the Seller, on the terms and subject to the conditions set forth in this Section 2.4.

               (b) As used in this Agreement, “ Applicable Proceeds ” means, collectively, (i) any amounts actually distributed to the Purchaser and its affiliates as the equity owners of Filene’s Basement or otherwise paid to the Purchaser and its affiliates on account of their equity ownership of Filene’s Basement from the Filene’s Basement bankruptcy estate, (ii) any amounts paid to the Purchaser as consideration for a sale, transfer or other disposition of the equity of Filene’s Basement or any of its subsidiaries as may exist from time to time and (iii) any amount paid to and received by any direct or indirect shareholder of the Purchaser arising from any transaction in which the control of the Purchaser changes; provided , however , the amounts referenced in clauses (i), (ii) and (iii) to be paid to the Seller shall be reduced by an amount equal to 19% of the aggregate costs, expenses and fees incurred by the Purchaser in respect of its ownership interest in Filene’s Basement and FB Services and the transaction(s) giving rise to Applicable Proceeds, as applicable, after the Closing and through the date of payment to the Seller pursuant to this Section 2.4.

               (c) The Purchaser shall, from time to time following the receipt by Filene’s Basement, the Purchaser or any sponsor of the Purchaser of any Applicable Proceeds, deliver or cause to be delivered to the Seller a good faith calculation of the amount of any Applicable Proceeds and the proposed payment thereof, which shall be in accordance with this Section 2.4 (each, a “ Proceeds Report ”). Within fifteen (15) days following receipt of a Proceeds Report, the Seller shall deliver written notice to the Purchaser of any dispute the Seller has with respect to the Proceeds Report, which notice must specify the disputed item or items. If the Seller does not notify the Purchaser of a dispute it has with respect to the Proceeds Report within such fifteen (15)-day period, such Proceeds Report will be deemed final, conclusive and binding on the parties. If the Seller delivers a notice of dispute within such fifteen (15)-day period, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Seller and the Purchaser are unable to reach an agreement within fifteen (15) days of the Purchaser’s receipt of such notice, then the Seller and the Purchaser shall submit all such disputed items for resolution to a nationally recognized accounting firm mutually acceptable to the Seller and the Purchaser, the decision of which accounting firm shall be final and binding upon all persons involved and whose fees and expenses shall be borne fifty percent (50%) by the Seller and fifty percent (50%) by the Purchaser. The Purchaser and the Seller shall cooperate with and make available to the other party and its representatives and the agreed-upon accounting firm (if applicable) all information, records, data and working papers, and will permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Proceeds Report and the resolution of any disputes hereunder. Any Applicable Proceeds shall be paid within two (2) business days following final determination of the amount thereof in accordance with this Section 2.4.

               (d) The Seller recognizes, understands and acknowledges that the Purchaser may be required by a third party to enter into an agreement, document or instrument of indemnification in connection with a transaction described in clause (ii) or (iii) of Section 2.4(b). If such an agreement, document or instrument of indemnification is required of the Purchaser by a third party in connection with such a given transaction, the Purchaser shall so notify the Seller as promptly as practicable, and the Seller shall have the right to elect in its sole discretion whether to (i) receive the payment contemplated by Section 2.4(a) in respect of such transaction, in which case the Seller shall, as a condition precedent to the Seller’s receipt of such payment, enter into an indemnification sharing or similar agreement with the Purchaser, pursuant to which the Seller shall agree to indemnify the Purchaser for 19% of any cost, expense or loss incurred by the Purchaser under such agreement, document or instrument of indemnification, which shall be reasonably satisfactory to both the Purchaser and the Seller, or (ii) forego the payment contemplated by Section 2.4(a) in respect of such transaction, in which case the Purchaser shall have no further obligation to the Seller under Section 2.4(a) in respect of such transaction.

               (e) Nothing contained in this Section 2.4 shall be deemed to grant the Seller any right to evaluate, participate in, consent, consider and/or approve the terms, conditions, or any other matter relating or pertaining to any transaction that results in, or could result in, any Applicable Proceeds or to require that the Purchaser or its directors or shareholders consider any transaction that could result in Applicable Proceeds, it being understood that all decisions with respect thereto shall be in the sole and absolute discretion of the Purchaser without interference or hindrance from the Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

          The Seller represents and warrants to the Purchaser that, as of the date of this Agreement:

          Section 3.1 Organization and Qualification . The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Filene’s Basement is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. FB Services and FB Leasing are limited liability companies duly formed, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to own, lease and operate its assets and properties to the extent owned, leased and operated and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its assets and properties makes such qualification necessary other than in such jurisdictions where the failure to be so qualified or in good standing would not prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement.

          Section 3.2 Subsidiaries; Capitalization .

               (a) Filene’s Basement does not have any subsidiaries and does not own, directly or indirectly, any capital stock or other equity securities of any other corporation, partnership, limited liability company or other organized business entity (subject to the obligation of the Purchaser to transfer the LLC Interests (and, indirectly through such transfer, FB Leasing) to Filene’s Basement immediately following the Closing pursuant to Section 5.14). As used in this Agreement, (i) the term “ subsidiary ” of a person shall mean any corporation or other entity (including partnerships and other business associations and joint ventures) of which at least a majority of the voting power represented by the outstanding capital stock or other voting securities or interests having voting power under ordinary circumstances to elect directors, managers or similar members of the governing body of such corporation or entity (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests in such corporation or entity) shall at the time be held, directly or indirectly, by such person; and (ii) the term “ person ” shall mean any natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, association or entity of any kind.

               (b) The Shares are, under the Delaware General Corporation Law, validly issued, fully paid, nonassessable and free of preemptive rights, and the LLC Interests and the membership interests of FB Leasing are, under the Delaware Limited Liability Company Act, validly issued and free of preemptive rights. The Shares and the LLC Interests are owned, beneficially and of record, by the Seller free and clear of all Encumbrances, and the membership interests of FB Leasing are owned, beneficially and of record, by FB Services free and clear of all Encumbrances, in each case other than Encumbrances imposed by National City Business Credit, Inc., as agent for the lenders under the Credit Agreement. There are no options, warrants, calls, rights, subscriptions, conversion rights, commitments or agreements of any character to which any of the Seller, Filene’s Basement, FB Services or FB Leasing is a party or by which any such person is bound obligating such person to issue, deliver or sell, or cause to be issued, delivered or sold, any of the Shares or the LLC Interests or any other limited liability company interests, shares of capital stock or other equity interests of such person, or obligating such person to grant, extend or enter into any such option, warrant, call, right, subscription, conversion right, commitment or agreement. The Shares and the LLC Interests were not issued in violation of any applicable federal or state securities law, or the rules and regulations promulgated thereunder, or any other governmental requirement.

               (c) The Seller is not a party to any agreement, document, instrument, contract or undertaking that requires it to contribute additional capital to the equity of either Filene’s Basement or FB Services and to which the Purchaser would be subject upon acquisition of the Shares (with respect to Filene’s Basement) and the LLC Interests (with respect to FB Services).

          Section 3.3 Authority; Non-Contravention; Statutory Approvals .

               (a)  Authority . The Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller and the consummation by the Seller

of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller. No vote of, or consent by, the holders of any class or series of stock issued by the Seller is necessary to authorize the execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery hereof by the Purchaser, constitutes the valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (b)  Non-Contravention . The execution and delivery of this Agreement by the Seller does not, and the consummation by the Seller of the transactions contemplated hereby will not, violate or result in a breach of any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any Encumbrance (other than Encumbrances imposed by National City Business Credit, Inc., as agent for the lenders under the Credit Agreement) upon the Shares or the LLC Interests (any such violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a “ Violation ” with respect to the Seller and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) the articles of incorporation, by-laws, certificate of formation or similar governing documents (“ Organizational Documents ”) of the Seller, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Seller or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller is a party or by which the Seller or any of its properties or assets may be bound or affected, except in the case of (ii) and (iii), where such Violations would not prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, this Section 3.3(b) relates solely to the Seller and its properties and assets and not to Filene’s Basement, FB Services, FB Leasing or their properties and assets.

               (c)  Statutory Approvals . Except for the applicable requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder, no declaration, filing or registration with, or notice to or authorization, consent or approval of, any court, federal, state, local or foreign governmental or regulatory body (including a national securities exchange or other self-regulatory body) or authority (each, a “ Governmental Authority ”) is necessary for the execution and delivery of this Agreement by the Seller or the consummation by the Seller of the transactions contemplated hereby.

          Section 3.4 Litigation . There are no claims, suits, actions or proceedings by any court, governmental department, commission, agency, instrumentality or authority or any arbitrator pending or, to the knowledge of the Seller, threatened against, relating to or affecting the Seller which would prevent, materially delay or materially impair the Seller’s ability to

consummate the transactions contemplated by this Agreement. There are no judgments, decrees, injunctions, rules or orders of any court, governmental department, commission, agency, instrumentality or authority or any arbitrator applicable to the Seller except for such that would not prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement.

          Section 3.5 Brokers or Finders . None of the Seller, Filene’s Basement, FB Services or FB Leasing has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, other than the fees of Houlihan Lokey to be paid by the Seller.

          Section 3.6 No Residual Equity Interest or Control . After giving effect to the Closing, the Seller will not own or have the right to acquire, directly or indirectly, any capital stock, limited liability company interests or other equity securities of Filene’s Basement, FB Services or FB Leasing, and will not control such persons or possess, directly or indirectly, the power to direct or cause the direction of the management or policies of such persons. The representation and warranty in this Section 3.6 shall not be construed to limit or impair any right that the Seller may now or hereafter possess as a creditor of Filene’s Basement, FB Services or FB Leasing or pursuant to Section 2.4.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The Purchaser represents and warrants to the Seller that, as of the date of this Agreement:

          Section 4.1 Organization and Qualification . The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser was formed on March 31, 2009 and has conducted no business or operations prior to entering into this Agreement.

          Section 4.2 Authority; Non-Contravention; Statutory Approvals .

               (a)  Authority . The Purchaser has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser. No vote of, or consent by, the holders of any class or series of stock, or other equity or membership interest, issued by the Purchaser is necessary to authorize the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery hereof by the Seller, constitutes the valid and binding obligation of the Purchaser enforceable

against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (b)  Non-Contravention . The execution and delivery of this Agreement by the Purchaser does not, and the consummation by the Purchaser of the transactions contemplated hereby will not, result in a Violation pursuant to any provisions of (i) the Organizational Documents of the Purchaser, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Purchaser or its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Purchaser is a party or by which the Purchaser or its properties or assets may be bound or affected, except in the case of clause (ii) or (iii) for any such Violation which would not prevent, materially delay or materially impair the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

               (c)  Statutory Approvals . No declaration, filing or registration with, or notice to or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby.

          Section 4.3 Litigation . There are no claims, suits, actions or proceedings by any court, governmental department, commission, agency, instrumentality or authority or any arbitrator pending or, to the knowledge of the Purchaser, threatened against, relating to or affecting the Purchaser which would prevent, materially delay or materially impair the Purchaser’s ability to consummate the transactions contemplated by this Agreement. There are no judgments, decrees, injunctions, rules or orders of any court, governmental department, commission, agency, instrumentality or authority or any arbitrator applicable to the Purchaser except for such that would not prevent, materially delay or materially impair the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

          Section 4.4 Third Party Transaction . No officer, director or affiliate of the Seller has an interest, or the right to acquire an interest, in the Purchaser or in the transactions being entered into by it under this Agreement.

          Section 4.5 Acquisition of Shares and LLC Interests for Investment; Ability to Evaluate and Bear Risk .

               (a) The Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”). The Purchaser is acquiring the Shares and the LLC Interests for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Shares or the LLC Interests.

               (b) The Purchaser is able to bear the economic risk of holding the Shares and the LLC Interests for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares or the LLC Interests.

          Section 4.6 Investigation by the Purchaser . The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Filene’s Basement, FB Services and FB Leasing, which investigation, review and analysis was done by the Purchaser and its affiliates and, to the extent such persons deemed appropriate, by such persons’ representatives. Except for the representations and warranties made by the Seller in Article III, the Purchaser is not relying on any documents, forecasts or other information provided to them with respect to the business, operations, assets, liabilities, results of operations, financial condition and prospects of Filene’s Basement, FB Services and FB Leasing.

          Section 4.7 Brokers or Finders . The Purchaser has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

ARTICLE V

COVENANTS

          Section 5.1 Confidentiality . The Letter Agreement regarding Confidentiality, dated March 3, 2009 (the “ Confidentiality Agreement ”), entered into by and between the Seller and Buxbaum Holdings, Inc., an affiliate of the Purchaser, is hereby terminated as to information concerning Filene’s Basement and shall be null and void and of no further force or effect with respect thereto but shall continue in full force and effect with respect to information concerning the Seller and its affiliates (other than Filene’s Basement). From and after the Closing, each party will, and will use its reasonable efforts to cause its affiliates, representatives and agents to hold, in confidence any and all information, whether written or oral, concerning the other party received by such party (the “ Receiving Party ”) in connection with the transactions contemplated by this Agreement, except to the extent that the Receiving Party can show that such information (a) is in the public domain through no fault of the Receiving Party or any of its affiliates, representatives or agents or (b) is lawfully acquired by the Receiving Party or any of its affiliates, representatives or agents after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Receiving Party or any of its affiliates, representatives or agents is compelled to disclose any such information by judicial or administrative process or by other requirements of law, such Receiving Party shall promptly notify the other party in writing and shall disclose only that portion of such information which the Receiving Party is advised by its counsel is legally required to be disclosed, provided that the Receiving Party shall exercise its reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

          Section 5.2 Directors’, Officers’, Members’ and Managers’ Indemnification .

               (a)  Indemnification . The Purchaser shall use its commercially reasonable efforts to cause the Organizational Documents of Filene’s Basement, FB Services and FB Leasing to contain provisions no less favorable with respect to indemnification than are existing as of the date of this Agreement in favor of each present and former director or officer of Filene’s Basement, FB Services and FB Leasing (each, together with such person’s heirs, executors, administrators, successors or assigns, an “ Indemnified Party ” and, collectively, the “ Indemnified Parties ”), and the Purchaser shall not cause, and shall use its commercially reasonable efforts to not permit, any such provision to be amended, repealed or otherwise modified for a period of six (6) years from and after the Closing Date in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification shall be required by law and then only to the minimum extent required by law.

               (b)  [Intentionally Omitted]

               (c)  Benefit . The provisions of this Section 5.2 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs, executors, administrators, successors and assigns and his or her other representatives.

          Section 5.3 Public Announcements . No formal public announcement or press release in connection with the execution or subject matter of this Agreement shall be made or issued by or on behalf of any party without the reasonable prior written approval of the other party hereto; provided , however , that if a party is required to make or issue any announcement required by law or any stock exchange or by any Governmental Authority, such party shall give the other party reasonable opportunity to comment on such announcement or release before it is made or issued.

          Section 5.4 [Intentionally Omitted] .

          Section 5.5 Tax Matters .

               (a)  Tax Returns .

               (i) The Seller shall timely prepare and file, or cause to be timely prepared and filed, in a manner consistent with past practice, when due (taking into account all applicable extensions) all Tax Returns that are required to be filed by or with respect to Filene’s Basement, FB Services and FB Leasing for taxable periods ending on or before the Closing Date; provided , however , that (A) the Seller shall deliver, or cause to be delivered, any of such Tax Returns that constitute income or franchise Tax Returns to the Purchaser at least ten (10) days prior to the due date thereof for its review and (B) that any such Tax Return required to be filed by Filene’s Basement, FB Services or FB Leasing shall be

signed by an authorized representative of Filene’s Basement, FB Services or FB Leasing, as appropriate. The Seller shall pay or cause to be paid all Taxes shown as due on such Tax Returns.

               (ii) To the extent commercially reasonable, the Purchaser shall cause Filene’s Basement, FB Services and FB Leasing to timely prepare and file, when due (taking into account all applicable extensions) all Tax Returns that are required to be filed by or with respect to Filene’s Basement, FB Services or FB Leasing for taxable periods ending after the Closing Date. The Seller and each of its affiliates shall cooperate with the Purchaser, Filene’s Basement, FB Services and FB Leasing in the preparation of such Tax Returns and shall provide assistance as reasonably requested by the Purchaser. At least ten (10) business days prior to the due date of any payment required to be made as shown or with respect to any such Tax Return, the Seller shall pay to the Purchaser the amount of Taxes attributable to any taxable period (or portion thereof) ending on or before the Closing Date.

               (b)  Tax Covenants .

               (i) The Seller shall: (A) terminate or cause to be terminated with respect to Filene’s Basement, FB Services and FB Leasing as of the Closing Date all contracts, agreements and arrangements (whether or not written) between or among Filene’s Basement, FB Services or FB Leasing, on the one hand, and one or more of the Seller and any of its affiliates (other than Filene’s Basement, FB Services and FB Leasing) or any other person, on the other hand, under which Filene’s Basement, FB Services or FB Leasing may at any time have an obligation to indemnify for or share the payment of or liability for any portion of a Tax (or any amount calculated with reference to any portion of a Tax) of any person other than Filene’s Basement, FB Services and FB Leasing, respectively; and (B) cause Filene’s Basement, FB Services and FB Leasing to be released as of the Closing Date from any liability under all such contracts, agreements and arrangements.

               (ii) The Purchaser will elect (under section 172(b)(3) of the Code and Treas. Reg. § 1.1502-21(b)(3) and, to the extent feasible, any similar provision of any state, local or foreign Tax law) to relinquish any right to carry back net operating losses to any taxable period of the Seller or Filene’s Basement beginning on or before the Closing Date.

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