Exhibit 10.2  [Execution]  AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT  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).  W I T N E S S E T H :  WHEREAS,
Borrowers, 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),
Associated Lerner Shops of America, Inc., a New York corporation (Associated
Lerner), and Lerner New York GC, LLC, an Ohio limited liability company (Lerner
GC and together with NY&Co, Parent, Nevada Factoring and Associated
Lerner, collectively, Guarantors and each a Guarantor), Lenders, Agent,
Bank of America, N.A., as successor by merger to LaSalle Business Credit, LLC,
as Agent for LaSalle Bank Midwest National Association, acting through its
division, LaSalle Retail Finance, in its capacity as documentation agent for
Lenders (in such capacity, Documentation Agent), have entered into financing
arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make
loans and advances and provide other financial accommodations to Borrowers as
set forth in the Second Amended and Restated Loan and Security Agreement, dated
as of August 22, 2007, among Borrowers, Guarantors, Lenders, Agent and
Documentation Agent (as the same now exists and may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the Loan
Agreement) and the other agreements, documents and instruments referred to
therein or any time executed and/or delivered in connection therewith or
related thereto, including this Amendment (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the Financing Agreements);  WHEREAS,
Borrowers and Guarantors have requested that Agent and Lenders make certain
amendments to the Loan Agreement and the other Financing Agreements, and Agent
and Lenders are willing to agree to such amendments, subject to the terms and
conditions contained herein; and


WHEREAS,
the parties hereto desire to enter into this Amendment to evidence and
effectuate such amendments, subject to the terms and conditions and to the
extent set forth herein;  NOW,
THEREFORE, in consideration of the premises and covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:  1.Definitions.  1.1   Amendment to Definition.  The term Leverage Ratio in the definition
section of the Loan Agreement is hereby amended as follows:  Leverage
Ratio  [Intentionally Deleted]  1.2   Interpretation.  All capitalized terms used herein and not
defined herein shall have the meanings given to such terms in the Loan
Agreement.  2.Amendments to Loan Agreement.  2.1Minimum Excess
Availability.  Section 9.17
of the Loan Agreement is hereby replaced with the following:  9.17Minimum Excess
Availability.  Borrowers
shall at all times maintain Excess Availability of at least $10,000,000.  2.2   Financial Covenants.  Section 9.18 of the Loan Agreement is
hereby replaced with the following:  9.18Financial
Covenant.  (a) 
Until such time as the Existing Term Loan and all Obligations related thereto
are indefeasibly paid and satisfied in full in immediately available funds in
accordance with the terms of this Agreement, if the sum of Excess Availability plus
Qualified Cash (i) is equal to or less than $30,000,000 at any time, other
than during the fiscal months of March or November of any fiscal year
of Borrowers or (ii) is equal to or less than $20,000,000 at any time
during the fiscal months of March or November of any fiscal year of
Borrowers, Borrowers shall be required to maintain a Fixed Charge Coverage
Ratio of not less than 1.0:1.0 calculated on a trailing twelve (12) month basis
when measured as of the end of each fiscal month.  (b) Upon
the indefeasible payment and satisfaction in full of the Existing Term Loan and
all Obligations related thereto in immediately available funds in accordance
with the terms of this Agreement, if as of the end of any fiscal month of the
Borrowers the average amount of Borrowers Excess Availability is less than
$12,500,000, Borrowers shall be required to maintain a Fixed Charge Coverage
Ratio of not less than 1.0:1.0 calculated on a trailing twelve (12) month basis
when measured as of the end of each fiscal month.


3.     Conditions Precedent.  Concurrently with the execution and delivery
hereof, and as a further condition to the effectiveness of this Amendment and
the agreement of Agent to the modifications and amendments set forth in this
Amendment, each of the following conditions precedent, in a manner satisfactory
to Agent:  3.1   Agent shall have received, in form and
substance satisfactory to Agent, an executed copy of an original or executed
original counterparts of this Amendment by electronic mail or facsimile (with
the originals to be delivered within five (5) Business Days after the date
hereof), duly authorized, executed and delivered by each Borrower, Guarantor
and Required Lenders;  3.2   Agent shall have received, in form and
substance satisfactory to Agent, an executed copy of an original or executed
original counterparts of a fee letter, dated of even date herewith, among
Agent, Borrowers and Guarantors;  and  3.3   as of the date of this Amendment, no Default
or Event of Default shall exist or shall have occurred and be continuing.  4.Additional
Representations, Warranties and Covenants. 
Each Borrower and Guarantor represents, warrants and covenants with, to
and in favor of Agent as follows, which representations, warranties and
covenants are continuing and shall survive the execution and delivery hereof,
the truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a condition of the effectiveness of this Amendment and a continuing
condition of the making or providing of any Revolving Loans or Letters of
Credit by Agent and Lenders to Borrowers:  4.1   This Amendment and each other agreement or
instrument to be executed and delivered by Borrowers or Guarantors hereunder
have been duly authorized, executed and delivered by all necessary action on
the part of Borrowers and Guarantors which is a party hereto and thereto and,
if necessary, their respective stockholders, and is in full force and effect as
of the date hereof, as the case may be, and the agreements and obligations of
Borrowers or Guarantors, as the case may be, contained herein and therein
constitute legal, valid and binding obligations of Borrowers and Guarantors, as
the case may be, enforceable against them in accordance with their terms.  4.2   All of the representations and warranties set
forth in the Loan Agreement as amended hereby, and the other Financing
Agreements, are true and correct in all material respects after giving effect
to the provisions of this Amendment, except to the extent any such
representation or warranty is made as of a specified date, in which case such
representation or warranty shall have been true and correct as of such date.  4.3   Borrowers and Guarantors are not required to
obtain any consents, waivers or approvals to the transactions contemplated by
this Amendment from any other Person with respect to any agreement, mortgage,
instrument with any other Person to which any Borrower or Guarantor is a party
or may be bound.


4.4   No Default or Event of Default exists or has
occurred and is continuing as of the date of this Amendment.  5.Acknowledgments by
Guarantors.  Each Guarantor hereby
expressly and specifically ratifies, restates and confirms the terms and
conditions of the Amended and Restated Guarantee, dated August 22, 2007
(the Guarantee), in favor of Agent and Lenders and its liability for all of
the Guaranteed Obligations (as defined in the Guarantee), and all other
obligations, liabilities, agreements and covenants thereunder. Each Guarantor
hereby acknowledges, confirms and agrees that as of the date hereof and after
giving effect to the terms of this Amendment, the Guarantee guaranteeing the
payment and performance of all Obligations of Borrowers are in full force and
effect.  6.Effect of this Amendment.  This Amendment constitutes the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the
subject matter hereof. Except as expressly provided herein, no other changes or
modifications to the Loan Agreement or any of the other Financing Agreements,
or waivers of or consents under any provisions of any of the foregoing, are
intended or implied by this Amendment, and in all other respects the Financing
Agreements are hereby specifically ratified, restated and confirmed by all
parties hereto as of the effective date of this Amendment.  The applicable provisions of this Amendment
and the Loan Agreement shall be read and interpreted as one agreement. To the
extent that any provision of the Loan Agreement or any of the other Financing
Agreements conflicts with any provision of this Amendment, the provision of
this Amendment shall control.  7.Further Assurances.  Borrowers and Guarantors shall execute and
deliver such additional documents and take such additional action as may be
reasonably requested by Agent to effectuate the provisions and purposes of this
Amendment.  8.Governing Law.  The validity, interpretation and enforcement
of this Amendment in any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise shall be
governed by the internal laws of the State of New York, without regard to any
principle of conflict of laws or other rule of law that would result in
the application of the law of any jurisdiction other than the State of New
York. Without in any way limiting the foregoing, the parties elect to be
governed by New York law in accordance with, and relying on (at least in part),
Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New
York.  9.Binding Effect.  This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors
and assigns.  10.Counterparts.  This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument.  In making proof of this
Amendment, it shall not be necessary to produce or account for more than one counterpart
hereof signed by each of the parties hereto. 
This Amendment  may be executed
and delivered by telecopier (or other electronic transmission of a manually
executed counterpart) with the same force and effect as if


it were a
manually executed and delivered counterpart. 
Any party delivering an executed counterpart of this Amendment by
telecopier (or other electronic transmission of a manually executed
counterpart) shall also deliver an original executed counterpart of this
Amendment, but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Amendment
as to such party or any other party.  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day and year first written.  BORROWERSLERNER NEW YORK, INC.By:
  /s/ Sheamus G. ToalTitle:
  Executive Vice President andChief Financial OfficerLERNCO, INC.By:
  /s/ Sheamus G. ToalTitle:
  PresidentJASMINE COMPANY, INC.By:
  /s/ Sheamus G. ToalTitle:
  Treasurer[SIGNATURES CONTINUED ON NEXT PAGE]   [Signature
Page to Amendment No. 1 to Second Amended
and Restated Loan and Security Agreement]


[SIGNATURES CONTINUED FROM PREVIOUS PAGE]  AGENTWACHOVIA BANK, NATIONAL 
  ASSOCIATION, as AgentBy:
  /s/ Constantine KrikosTitle:
  Vice PresidentLENDERSWACHOVIA BANK, NATIONAL 
  ASSOCIATIONBy:
  /s/ Constantine KrikosTitle:
  Vice PresidentBANK OF AMERICA, N.A., as successor by 
  merger to LaSalle Business Credit, LLC, as 
  Agent for LaSalle Bank Midwest National 
  Association, acting through its division, 
  LaSalle Retail FinanceBy:
  /s/ Kathleen DimockTitle:
  Managing Director  [SIGNATURES CONTINUE ON NEXT PAGE]   [Signature
Page to Amendment No. 1 to Second Amended
and Restated Loan and Security Agreement]


[SIGNATURES CONTINUED FROM PREVIOUS PAGE]  NEW YORK & COMPANY, INC.
  
  NEVADA RECEIVABLE FACTORING, INC.By:
  /s/ Sheamus G. Toal
  
  By:
  /s/ Sheamus G. ToalTitle:
  Executive Vice President and
  
  Title:
  President and Chief Financial OfficerChief Financial OfficerLERNER NEW YORK HOLDING, INC.
  
  LERNER NEW YORK GC, LLC.By:
  /s/ Sheamus G. Toal
  
  By:
  /s/ Sheamus G. ToalTitle:
  Executive Vice President and
  
  Title:
  TreasurerChief Financial OfficerASSOCIATED LERNER SHOPS OF 
  AMERICA, INC.By:
  /s/ Sheamus G. ToalTitle:
  Assistant Secretary   [Signature
Page to Amendment No. 1 to Second Amended
and Restated Loan and Security Agreement]