SIXTH AMENDMENT TO TRANSITION SERVICES AGREEMENT

Exhibit 10.22

SIXTH AMENDMENT TO TRANSITION SERVICES AGREEMENT

This SIXTH AMENDMENT TO TRANSITION SERVICES AGREEMENT (“Amendment”), dated September 14, 2010 and deemed effective as of August 1, 2010, is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Xxxxxx New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, Inc. (collectively, “Buyer” and/or “Xxxxxx”).  Defined terms that are used but not defined herein shall be as defined in the Transition Services Agreement dated November 27, 2002, as amended (“TSA”), between Limited Brands and Xxxxxx.  The parties wish to amend the TSA and Schedules as described below.  It is therefore agreed as follows:

1. Schedule III, Section 1.13 shall be amended by replacing the language contained in the Fourth Amendment to Transition Services Agreement dated April 6, 2009 (“Fourth Amendment”), with the following provision:

“Section 1.13.  In addition to any other fees as stated herein, Xxxxxx shall pay a Management Fee to Limited Brands, without offset or deduction, in the amount of 0.2% of net revenues on Xxxxxx products distributed through Limited Brands’ facilities, determined in accordance with United States generally accepted accounting principles (“Management Fee”), but in no event shall the Management Fee be less than $2,000,000.00 in any Fiscal Year (“Minimum Fee Amount”).  Xxxxxx agrees that substantially all products intended for sale in Xxxxxx’x stores in the United States of America shall be distributed through Limited Brands’ facilities during the term of the TSA, unless Limited Brands shall consent, in its sole discretion, to the distribution of any such products by Xxxxxx or a third party.  Xxxxxx shall pay the Management Fee to Limited Brands on a monthly basis, in accordance with the monthly invoice payment process described below.  Monthly invoices shall be based upon an estimate of net revenues provided by Xxxxxx prior to the commencement of each quarter of each Fiscal Year.  Within thirty (30) days following the end of each quarter of each Fiscal Year, Xxxxxx shall reconcile the amount paid on the estimated net revenues to the actual net revenues, and shall notify Limited Brands of any overpayment or underpayment.  Any such overpayment or underpayment shall be deducted from or added to, as the case may be, the subsequent monthly invoice.  In the event that the Management Fee monthly payments shall be less than the Minimum Fee Amount for any Fiscal Year, a final reconciliation and payment shall be performed by Xxxxxx within thirty (30) days following the end of such Fiscal Year to ensure that the Minimum Fee Amount is paid by Xxxxxx.  For any partial Fiscal Year at the end of the term, the Management Fee and Minimum Fee Amount shall be reduced in proportion to the number of months in such Fiscal Year that this Agreement shall be effective.”

The parties acknowledge that regardless of the fact that Xxxxxx has been paying a Management Fee based on the Management Fee Payment Schedule

outlined in the Fourth Amendment, this Section is to be effective retroactive to February 1, 2010.  To effectuate such intent, Xxxxxx shall continue paying based on the existing Management Fee Payment Schedule through July 31, 2010.  Commencing August 1, 2010, Xxxxxx shall commence paying the Management Fee based on the provisions of this Amendment.  Within thirty (30) days following the receipt by both parties of a fully-executed counterpart of this Amendment, Xxxxxx shall provide Limited Brands with sufficient detail to demonstrate the amount of any overpayment of the Management Fee through July 31, 2010 based on the new Management Fee effectuated by this Amendment.  Any such overpayment shall be recouped by Xxxxxx in equal monthly credits spread over the future Management Fee payments to be made by Xxxxxx from August 1, 2010 through and including January 31, 2011.

2. Section 5.02 (a)(v) of the TSA shall be modified by replacing “February 1, 2011” with “February 1, 2014”.

3. Section 5.02(c) of the TSA shall be modified by replacing “February 1, 2011” with “February 1, 2014”.

4. Schedule III, Section 1.1 of the TSA shall be modified by replacing “February 1, 2011” with “February 1, 2014”.

5. This Amendment is supplementary to and modifies the TSA.  This Amendment shall be incorporated as part of the TSA.  The terms of this Amendment supersede the provisions in the TSA only to the extent that the terms of this Amendment and the TSA expressly conflict.  However, nothing in this Amendment should be interpreted as invalidating the TSA, and provisions of the TSA will continue to cover relations between the parties insofar as they do not expressly conflict with this Amendment.

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

XXXXXX NEW YORK HOLDING, INC.			LIMITED BRANDS, INC.
By:	/s/ Xxxxxxx Xxxx		By:	/s/ Xxxx Xxxxxxx
Name:	Xxxxxxx Xxxx		Name:	Xxxx Xxxxxxx
Title:	EVP, Chief Financial Officer		Title:	EVP, LLS
Date:	September 8, 2010		Date:	September 14, 2010
NEW YORK & COMPANY, INC.
By:	/s/ Xxxxxxx Xxxx
Name:	Xxxxxxx Xxxx
Title:	EVP, Chief Financial Officer
Date:	September 8, 2010