Exhibit No
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Description
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1.1
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Form of Underwriting Agreement.†
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3.1
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Form of Restated Certificate of Incorporation.†
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3.2
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Form of Amended and Restated Bylaws.**
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4.1
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Specimen common stock certificate.**
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5.1
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Opinion and Consent of Kirkland & Ellis LLP.†
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9.1
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Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto dated August 25, 2004.**
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10.1
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Second Amended and Restated Employment Agreement between New York & Company, Inc. and Richard P. Crystal, dated August 25, 2004.**
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10.2
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Second Amended and Restated Employment Agreement between New York & Company, Inc. and Ronald W. Ristau, dated August 25, 2004.**
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10.3
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Employment Letter, dated as of June 28, 2004, between New York & Company, Inc. and Robert J. Luzzi.**
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10.4
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Employment Letter, dated as of July 1, 2004, between New York & Company, Inc. and Charlotte L. Neuville.**
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10.5
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Employment Letter, dated as of June 29, 2004, between New York & Company, Inc. and Steven M. Newman.**
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10.6
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Transition Services Agreement by and between Lerner New York Holdings, Inc. and Limited Brands, Inc., dated as of November 27, 2002.**
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10.7
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Amended and Restated Loan and Security Agreement by and among Lerner New York, Inc., Lernco, Inc., Congress Financial Corporation, Wachovia Bank, N.A., the CIT Group/Business Credit, Inc. and the other Lenders named therein, dated March 16,
2004.**
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10.8
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First Amendment to Amended and Restated Loan and Security Agreement by and among Lerner New York, Inc., Lernco, Inc., Congress Financial Corporation, the CIT Group/Business Credit Inc. and the other Lenders named therein, dated as of May 19,
2004.**
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10.9
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Form of Amended and Restated 2002 Stock Option Plan to become effective immediately prior to the consummation of this offering.**
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21.1
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Subsidiaries of the Registrant.**
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23.1
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Consent of Ernst & Young LLP, Registered Public Accounting Firm.**
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23.2
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Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).†
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24.1
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Power of Attorney.**
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24.2
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Power of Attorney of Richard L. Perkal.**
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