THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among LERNER NEW YORK, INC., LERNCO, INC. and LERNER NEW YORK OUTLET, INC., as Borrowers, NEW YORK & COMPANY, INC., NEVADA RECEIVABLE FACTORING, INC., LERNER NEW YORK HOLDING, INC., LERNER...Loan and Security Agreement • September 8th, 2011 • New York & Company, Inc. • Retail-women's clothing stores • New York
This Third Amended and Restated Loan and Security Agreement (this “Agreement”), dated as of August 10, 2011, is entered into by and among Lerner New York, Inc., a Delaware corporation (“Lerner”), Lernco, Inc., a Delaware corporation (“Lernco”), and Lerner New York Outlet, Inc., a Massachusetts corporation (“Lerner Outlet” and together with Lerner and Lernco, collectively, “Borrowers” and individually each a “Borrower”), New York & Company, Inc., a Delaware corporation (“NY&Co”), Lerner New York Holding, Inc., a Delaware corporation (“Parent”), Nevada Receivable Factoring, Inc., a Nevada corporation (“Nevada Factoring”), New York & Company Stores, Inc., a New York corporation, formerly known as Associated Lerner Shops of America, Inc., a New York corporation (“NY &Co Stores”), and Lerner New York GC, LLC, an Ohio limited liability company (“Lerner GC” and together with NY&Co, Parent, Nevada Factoring and NY &Co Stores, collectively, “Guarantors” and each a “Guarantor”), the Lenders (as
7,000,000 Shares of Common Stock NEW YORK & COMPANY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2006 • New York & Company, Inc. • Retail-women's clothing stores • New York
New York & Company, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 130,000 shares (the “Company Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”) severally and not jointly propose to sell to the Underwriters an aggregate of 6,870,000 shares of Common Stock (the “Selling Stockholders’ Shares” and, together with the Company Shares, the “Firm Shares”). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Selling Stockholders also propose to sell to the Underwriters up to 1,050,000 additional shares of Common Stock (the “Additional Shares”). The Firm Shares and any Additional Shares pu
NEW YORK & COMPANY New York, NY 10001Letter Agreement • April 6th, 2010 • New York & Company, Inc. • Retail-women's clothing stores • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment, and your employment relationship, with Lerner New York, Inc. (the “Company”). Your execution of this Agreement will represent your acceptance of all of the terms set forth below and will supercede any other Letter Agreement of Employment entered into prior to this Agreement.
Ms. Laura Weil Re: Letter Agreement of Employment Dear Laura:Letter Agreement • September 6th, 2012 • New York & Company, Inc. • Retail-women's clothing stores • Delaware
This letter agreement (this "Agreement") sets forth the terms and conditions of your employment, and your employment relationship, with New York & Company, Inc. (the "Company"). Your execution of this Agreement will represent your acceptance of all of the terms set forth below.
ASSET PURCHASE AGREEMENT BY AND AMONG RTW RETAILWINDS, INC., THE OTHER SELLERS PARTY HERETO, ANDAsset Purchase Agreement • August 5th, 2020 • RTW Retailwinds, Inc. • Retail-women's clothing stores • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of August 3, 2020 (the “Effective Date”) by and among RTW Retailwinds, Inc., a Delaware corporation (the “Company”), and the other direct and indirect wholly-owned Subsidiaries or Affiliates of the Company that are signatories hereto (together with the Company, the “Sellers”), and Sunrise Brands, LLC, a California limited liability company or its wholly owned Subsidiary (“Buyer”). Sellers and Buyer are referred to collectively herein as the “Parties”.
AMENDMENT NO. 1 TO LETTER AGREEMENT OF EMPLOYMENTLetter Agreement of Employment • April 6th, 2010 • New York & Company, Inc. • Retail-women's clothing stores • New York
Amendment (this “Amendment”), made as of this December 22, 2006, by and among Lerner New York, Inc. (the “Company”) and Kevin Finnegan (“Executive”).
SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 7th, 2007 • New York & Company, Inc. • Retail-women's clothing stores • New York
THIS SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of August 22, 2007, is entered into by and between LERNER NEW YORK, INC., a Delaware corporation (“Pledgor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity, “Pledgee”) for the Lenders (as hereinafter defined) and Bank Product Providers (as defined in the Loan Agreement).
NEW YORK & COMPANY New York, NY 10001Letter Agreement • July 9th, 2004 • New York & Company, Inc. • Retail-women's clothing stores • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment, and your employment relationship, with Lerner New York, Inc. (the “Company”). Your execution of this Agreement will represent your acceptance of all of the terms set forth below.
AMENDMENT NO. 1 TO LETTER AGREEMENT OF EMPLOYMENTLetter Agreement of Employment • April 6th, 2007 • New York & Company, Inc. • Retail-women's clothing stores • New York
Amendment (this “Amendment”), made as of this December 22, 2006, by and among Lerner New York, Inc. (the “Company”) and John DeWolf (“Executive”).
AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • April 7th, 2006 • New York & Company, Inc. • Retail-women's clothing stores • New York
This Amendment (“Amendment”) to the Stockholders Agreement dated as of August 25, 2004 (the “Stockholders Agreement”), by and among New York & Company, Inc., a Delaware corporation (the “Company”) and the Stockholders named therein, is effective as of October 3, 2005. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.
11,500,000 Shares of Common Stock NEW YORK & COMPANY, INC. UNDERWRITING AGREEMENT [ ], 2004Letter Agreement • October 1st, 2004 • New York & Company, Inc. • Retail-women's clothing stores • New York
BEAR, STEARNS & CO. INC. J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC PIPER JAFFRAY & CO. As Representatives of the several Underwriters named in Schedule I attached hereto (the "Representatives") c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2004 • New York & Company, Inc. • Retail-women's clothing stores • New York
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made as of this 25th day of August, 2004 (the "Effective Date"), by and among New York & Company, Inc. (f/k/a NY & Co. Group, Inc.), a Delaware corporation ("Holdings"), Lerner New York, Inc., a Delaware corporation (the "Company"), and Ronald Ristau ("Executive", and, together with Holdings and the Company, the "Parties"). Certain capitalized terms used herein are defined in Section 16.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2008 • New York & Company, Inc. • Retail-women's clothing stores • New York
Amendment (this “Amendment”), made as of April 10, 2008, by and among New York & Company, Inc. (the “Company”), Lerner New York, Inc. (“Lerner”) and Ronald Ristau (“Executive”).
Re: Letter Agreement of EmploymentLetter Agreement of Employment • December 9th, 2010 • New York & Company, Inc. • Retail-women's clothing stores • New York
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment, and your employment relationship, with New York & Company, Inc. (the “Company”). Your execution of this Agreement will represent your acceptance of all of the terms set forth below.
PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTPatent Collateral Assignment and Security Agreement • December 11th, 2014 • New York & Company, Inc. • Retail-women's clothing stores • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2008 • New York & Company, Inc. • Retail-women's clothing stores • New York
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 9, 2008, is entered into by and among Lerner New York, Inc., a Delaware corporation (“Lerner”), Lernco, Inc., a Delaware corporation (“Lernco”), and Jasmine Company, Inc., a Massachusetts corporation (“Jasmine” and together with Lerner and Lernco, collectively, “Borrowers” and individually each a “Borrower”), the Lenders (as defined in the Loan Agreement), and Wachovia Bank, National Association, a national banking association, in its capacity as agent for the Lenders and the Bank Product Providers (in such capacity, “Agent”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT)Trademark Security Agreement • December 11th, 2014 • New York & Company, Inc. • Retail-women's clothing stores • New York
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT) (this “Amendment”), dated October 24, 2014, is made among LERNCO, INC., a Delaware corporation (“Lernco”), and LERNER NEW YORK OUTLET, INC., a Massachusetts corporation, formerly known as Jasmine Company, Inc., (“Lerner Outlet” and together with Lernco, each individually a “Pledgor” and collectively, “Pledgors”), each with offices at 450 West 33rd Street, New York, New York 10001, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, with an office at 100 Park Avenue, New York, New York 10017, in its capacity as agent (in such capacity, “Pledgee”), for the Lenders and Bank Product Providers (as defined in the Loan Agreement).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among LERNER NEW YORK, INC. and LERNCO, INC., as Borrowers, CONGRESS FINANCIAL CORPORATION as Agent, WACHOVIA BANK, NATIONAL ASSOCIATION as Arranger,Assignment and Acceptance Agreement • July 9th, 2004 • New York & Company, Inc. • Retail-women's clothing stores • New York
This Amended and Restated Loan and Security Agreement dated as of March 16, 2004 (this “Agreement”) is entered into by and among Lerner New York, Inc., a Delaware corporation (“Lerner”), and Lernco, Inc., a Delaware corporation (“Lernco” and together with Lerner, “Borrowers” and individually each a “Borrower”), as borrowers, the Lenders (as defined herein), Congress Financial Corporation, a Delaware corporation, in its capacity as agent for the Lenders and the Bank Product Providers (in such capacity, “Agent”), The CIT Group/Business Credit, Inc., a New York corporation, in its capacity as documentation agent for Lenders (in such capacity, “Documentation Agent”), and Wachovia Bank, National Association, as the arranger for the Lenders (“Arranger”).
AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2020 • RTW Retailwinds, Inc. • Retail-women's clothing stores • New York
AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of July 2, 2020 (this “Amendment No. 3”), is entered into by and among Lerner New York, Inc., a Delaware corporation (“Lerner”), Lernco, Inc., a Delaware corporation (“Lernco”), Lerner New York Outlet, LLC, a Massachusetts limited liability company (“Lerner Outlet”), Lerner New York FTF, LLC, a Delaware limited liability company (“Lerner FTF”, and together with Lerner, Lernco and Lerner Outlet, collectively, “Borrowers” and individually each a “Borrower”), RTW Retailwinds, Inc., a Delaware corporation (“RTW”), Lerner New York Holding, Inc., a Delaware corporation (“Parent”), New York & Company Stores, Inc., a New York corporation (“NY & Co Stores”), Lerner New York GC, LLC, an Ohio limited liability company (“Lerner GC”), and FTF GC, LLC, an Ohio limited liability company (“FTF”, and together with RTW, Parent, NY & Co Stores and Lerner GC, collectively, “Guarantors” and each a “Guarantor”), Wells Fargo
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2010 • New York & Company, Inc. • Retail-women's clothing stores
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
NEW YORK & COMPANY, INC. AMENDMENT NO. 7 TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • April 9th, 2012 • New York & Company, Inc. • Retail-women's clothing stores • Delaware
This Amendment No. 7 (“Amendment”) to the Stockholders Agreement dated as of August 25, 2004, as amended from time to time (collectively, the “Stockholders Agreement”), by and among New York & Company, Inc., a Delaware corporation (the “Company”), and the Stockholders named therein, is being entered into as of March 13, 2012. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.
THIRD AMENDED AND RESTATED GUARANTEEGuarantee • September 8th, 2011 • New York & Company, Inc. • Retail-women's clothing stores • New York
THIS THIRD AMENDED AND RESTATED GUARANTEE (“Guarantee”), dated August 10, 2011, is made by New York & Company, Inc., a Delaware corporation (“NY&Co”), Lerner New York Holding, Inc., a Delaware corporation (“Parent”), Nevada Receivable Factoring, Inc., a Nevada corporation (“Nevada Factoring”), New York & Company Stores, Inc., formerly known as Associated Lerner Shops of America, Inc., a New York corporation (“NY &Co Stores”), and Lerner New York GC, LLC, an Ohio limited liability company (“Lerner GC” and together with NY&Co, Parent, Nevada Factoring and NY &Co Stores, collectively, “Guarantors” and each a “Guarantor”) each having an address at 450 West 33rd Street, New York, New York 10001, in favor of Wells Fargo Bank, National Association, a national banking association, in its capacity as agent for the Lenders and the Bank Product Providers (in such capacity, “Agent”), having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2009 • New York & Company, Inc. • Retail-women's clothing stores
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • September 7th, 2007 • New York & Company, Inc. • Retail-women's clothing stores • New York
THIS SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of August 22, 2007, is made among the Obligors (as defined below), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”) for the Lenders (as defined below) and Bank Product Providers (as defined in the Loan Agreement (as defined below)).
AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 8th, 2006 • New York & Company, Inc. • Retail-women's clothing stores
This Amendment to the Transition Services Agreement, dated November 27, 2002, is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, Inc. (collectively, “Buyer” and/or “Lerner”). Defined terms that are used but not defined herein shall be as defined in the Agreement between Limited Brands and Buyer. The Parties wish to amend the Agreement and Schedules as described below. It is therefore agreed as follows:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2008 • New York & Company, Inc. • Retail-women's clothing stores • New York
Amendment (this “Amendment”), made as of December 22, 2006, by and among New York & Company, Inc. (the “Company”), Lerner New York, Inc. (“Lerner”) and Richard Crystal (“Executive”).
AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT)Security Agreement • April 11th, 2011 • New York & Company, Inc. • Retail-women's clothing stores • New York
THIS AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT) (this “Agreement”), dated August 22, 2007, is made among LERNER NEW YORK, INC., a Delaware corporation (“Pledgor”), with an office at 450 West 33rd Street, New York, New York 10001, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, with an office at 1133 Avenue of the Americas, New York, New York 10036, in its capacity as agent (in such capacity, “Pledgee”), for the Lenders and Bank Product Providers (as defined in the Loan Agreement).
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2012 • New York & Company, Inc. • Retail-women's clothing stores
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 11th, 2008 • New York & Company, Inc. • Retail-women's clothing stores
This Separation Agreement and General Release (the “Agreement”), is entered into on this 19th day of November, 2008, by and among New York & Company, Inc. (f/k/a/ NY & Co. Group, Inc.), a Delaware corporation (“Holdings”), Lerner New York, Inc., a Delaware corporation (“Lerner,” and, together with Holdings, the “Companies”), and Ronald Ristau (“Executive”).
NEW YORK & COMPANY, INC. AMENDMENT NO. 6 TO THE STOCKHOLDERS AGREEMENTThe Stockholders Agreement • December 8th, 2011 • New York & Company, Inc. • Retail-women's clothing stores • Delaware
This Amendment No. 6 ("Amendment No. 6") to the Stockholders Agreement dated as of August 25, 2004, as amended from time to time (collectively, the "Stockholders Agreement"), by and among New York & Company, Inc., a Delaware corporation (the "Company") and the Stockholders named therein, is being entered into as of May 10, 2011. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2009 • New York & Company, Inc. • Retail-women's clothing stores • New York
Amendment (this “Amendment”), made as of January 28, 2009, by and among New York & Company, Inc. (the “Company”), Lerner New York, Inc. (“Lerner”) and Richard Crystal (“Executive”).
NEW YORK & COMPANY, INC. AMENDMENT NO. 5 TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • August 17th, 2006 • New York & Company, Inc. • Retail-women's clothing stores • New York
This Amendment (“Amendment”) to the Stockholders Agreement dated as of August 25, 2004 (the “Stockholders Agreement”), by and among New York & Company, Inc., a Delaware corporation (the “Company”) and the Stockholders named therein, is being entered into as of August 16, 2006. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.
STAY BONUS REPAYMENT AGREEMENTStay Bonus Repayment Agreement • April 16th, 2020 • RTW Retailwinds, Inc. • Retail-women's clothing stores • New York
This STAY BONUS REPAYMENT AGREEMENT (“Agreement”) dated as of April 10, 2020 (the “Effective Date”), is by and between RTW RETAILWINDS, INC., a Delaware corporation, with offices at 330 W. 34th Street, 9th Floor, New York, New York 10001 (the “Company”), and SHEAMUS TOAL, an individual with an address at c/o 330 W. 34th Street, 9th Floor, New York, New York 10001 (the “Employee”), and shall supersede any and all prior agreements between the Company and the Employee.
GUARANTYNew York & Company, Inc. • September 13th, 2005 • Retail-women's clothing stores • New York
Wachovia Bank, National Association (“Wachovia”), successor by merger to Congress Financial Corporation, as agent (in such capacity “Agent”) for the Lenders (as defined below) and the Bank Product Providers (as defined in the Loan Agreement (as defined below)), Lerner New York, Inc., a Delaware corporation (“Lerner”) and Lernco, Inc., a Delaware corporation (“Lernco” and together with Lerner and any other person now or hereafter made a party to the Loan Agreement as a ‘Borrower’, collectively referred to as “Borrowers” and individually each a “Borrower”) have entered into certain financing arrangements pursuant to which Lenders may make loans and advances and provide other financial accommodations to Borrowers as set forth in that certain Amended and Restated Loan and Security Agreement, dated as of March 16, 2004, by and among Agent, Borrowers, the persons from time to time party thereto as lenders (the “Lenders”), The CIT Group/Business Credit, Inc., in its capacity as documentation
RATIFICATION AND ASSUMPTION AGREEMENT February 4, 2019Ratification and Assumption Agreement • April 17th, 2019 • RTW Retailwinds, Inc. • Retail-women's clothing stores • New York
Lerner New York, Inc., a Delaware corporation ("Lerner"), Lernco, Inc., a Delaware corporation ("Lernco"), and Lerner New York Outlet, Inc., a Massachusetts corporation ("Lerner Outlet" and together with Lerner and Lernco, collectively, "Borrowers" and individually each a "Borrower"), RTW Retailwinds, Inc., formerly known as New York & Company, Inc., a Delaware corporation ("NY&Co"), Lerner New York Holding, Inc., a Delaware corporation ("Parent"), Nevada Receivable Factoring, Inc., a Nevada corporation ("Nevada Factoring"), New York & Company Stores, Inc., a New York corporation, formerly known as Associated Lerner Shops of America, Inc., a New York corporation ("NY &Co Stores"), and Lerner New York GC, LLC, an Ohio limited liability company ("Lerner GC" and together with NY&Co, Parent, Nevada Factoring and NY &Co Stores, collectively, "Guarantors" and each a "Guarantor"), the Revolving Loan Lenders (as hereinafter defined), Wells Fargo Bank, National Association, a national banking a
