Exhibit 10.18


 


FIFTH AMENDMENT TO TRANSITION SERVICES AGREEMENT


 


This
FIFTH AMENDMENT TO TRANSITION SERVICES AGREEMENT (“Amendment”), dated March 16,
2010 and deemed effective as of February 1, 2010, 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 Transition Services Agreement dated November 27,
2002, as amended (“TSA”), between Limited Brands and Lerner.  The parties wish to amend the TSA and
Schedules as described below.  It is
therefore agreed as follows:


 


1.                                       The TSA shall
be amended to reflect the following:


 


“Limited
Brands shall relocate Lerner’s distribution center (“DC”) operations from
distribution center #2 (“DC2”), to distribution center #3 (“DC3”).  The parties agree to the following in
connection with such relocation of operations:


 


·                  The parties will work together in good faith
to coordinate the timing of the move;


·                  Limited Brands will be responsible for the
physical move, including relocating Lerner’s inventory from DC2 to DC3;


·                  Limited Brands shall be responsible for all
work necessary to ensure the equipment at DC3 required in connection with
Lerner’s operations is functional;


·                  Prior to the physical move, Lerner shall be
responsible for upgrading all of its systems, including its PKMS system, to be
sufficient to be utilized in connection with its DC operations in DC3; and


·                  The parties shall work together in connection
with the interface work.


 


2.                                       Upon the
completion of the relocation described in paragraph 1 of this Amendment, Section 5.02
(a)(v) of the TSA shall be modified by replacing “February 1,
2010” with “February 1, 2011”.


 


3.                                       Upon the
completion of the relocation described in paragraph 1 of this Amendment, Section 5.02(c) of
the TSA shall be modified by adding the words “which notice shall be given no
earlier than February 1, 2011,” after the
word “notice,” and before the words “Limited Brands” in the first line thereof.


 


4.                                       Upon the
completion of the relocation described in paragraph 1 of this Amendment,
Schedule III, Section 1.1 of the TSA shall be modified by replacing “February 1, 2010” with “February 1,
2011”.


 

















 


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.


 


	
  LERNER NEW YORK HOLDING, INC.

  	
   

  	
  LIMITED
  BRANDS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Sheamus Toal

  	
   

  	
  By:

  	
  /s/
  Rick Jackson

  
	
  Name:

  	
  Sheamus
  Toal

  	
   

  	
  Name:

  	
  Rick
  Jackson

  
	
  Title:

  	
  EVP,
  Chief Financial Officer

  	
   

  	
  Title:

  	
  EVP,
  LLS

  
	
  Date:

  	
  March 16,
  2010

  	
   

  	
  Date:

  	
  March 16,
  2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW YORK & COMPANY, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Sheamus Toal

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Sheamus
  Toal

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP,
  Chief Financial Officer

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 16,
  2010