Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2020, RTW Retailwinds, Inc. and its wholly-owned direct and indirect subsidiaries, including Lerner New York, Inc., Lernco, Inc., Lerner New York Outlet, LLC, Lerner New York FTF, LLC, Lerner New York Holding, Inc., New York & Company Stores, Inc., Lerner New York GC, LLC and FTF GC, LLC entered into Amendment No. 3 ("Amendment No. 3") to Fourth Amended and Restated Loan and Security Agreement and Joinder with Wells Fargo Bank, National Association, as administrative agent and lender (as amended by Amendment No.3, the "Loan Agreement"). The obligations under the Loan Agreement are guaranteed by RTW Retailwinds, Inc. (the "Company") and certain of its subsidiaries. All capitalized terms used herein without definition have the meanings ascribed to such terms in the Loan Agreement.

The provisions of the Loan Agreement amended by Amendment No. 3 include, among other things: (i) full repayment of amounts outstanding under the Loan Agreement by August 31, 2020; (ii) repayment of $2.7 million of amounts outstanding under the Loan Agreement on or before July 3, 2020; and (iii) forbearance until July 15, 2020 of Existing Defaults.

The foregoing summary of the amendments to the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 Entry into a Material Definitive Agreement is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibit



Exhibit No.                                 Description
  10.1          Amendment No 3. to Fourth Amended and Restated Loan and Security
              Agreement, made by and among Lerner New York, Inc., Lernco, Inc., Lerner
              New York Outlet, LLC and Lerner New York FTF, LLC, wholly-owned indirect
              subsidiaries of RTW Retailwinds, Inc., and Wells Fargo Bank, N.A., as
              Agent and Sole Lender, dated as of July 2, 2020.




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