EXHIBIT 10.1
AMENDMENT TO TRANSITION
SERVICES AGREEMENT
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:
1.
Section 5.02 (a) (v), is deleted in its entirety and
replaced with the following:
“For any reason, upon
24-months advance written notice, which notice shall be given no
earlier March 1, 2007, Buyer may terminate (A) all (but
not less than all) Logistics Services, (B) the Logistics
Services described under the heading “Compliance Support
Services” in Schedule III, or (C) if the Logistics
Services described under the heading “Compliance Support
Services” in Schedule III have been terminated earlier, all
(but not less than all) of the remaining Logistics Services (such
termination right, as applicable, to be exercisable more than
once).”
2.
Section 5.02 (c) is deleted in its entirety and replaced
with the following:
“For any reason, upon
24-months advance written notice, which notice shall be given no
earlier March 1, 2007, Limited Brands may terminate
(A) all (but not less than all) Logistics Services,
(B) the Logistics Services described under the heading
“Compliance Support Services” in Schedule III, or
(C) if the Logistics Services described under the heading
“Compliance Support Services” in Schedule III have been
terminated earlier, all (but not less than all) of the remaining
Logistics Services (such termination right, as applicable, to be
exercisable more than once).
3.
Section 6.0.6 (c) is deleted in its entirety and replaced
with the following:
“If to
Limited Brands, to:
Limited
Brands, Inc.
Three Limited Parkway
Columbus, OH 43230
Fax: (614) 415-7188
Attention: General Counsel
With a copy
(which shall not constitute notice for any legal proceeding)
to:
Contract Services
Limited Brands, Inc.
Two Limited Parkway
Columbus, OH 43230
Facsimile: (614) 577-3051”
4.
Schedule III, Section 1.1 is deleted in its entirety and
replaced with the following:
“Except as otherwise provided
in this Schedule III, Limited Brands’ obligation to provide
or procure, and Lerner’s obligation to purchase, the Services
described in this Schedule III (the “ Logistics
Services ”) shall commence on the Closing Date and
terminate on the earliest to occur of (i) the date which is
twenty four (24) months after the date on which Limited Brands
notifies Lerner in writing that it has elected to terminate its
obligation to provide or procure the Logistics Services, which
notice shall be given no earlier than March 1, 2007,
(ii) the date which is twenty four (24) months after the date
on which Lerner notifies Limited Brands in writing that it has
elected to terminate its obligation to purchase the Logistics
Services, which notice shall be given no earlier
1
than March 1, 2007, and
(iii) the date s
