QuickLinks -- Click here to rapidly navigate through this document
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement ("Amendment") is made this 5th day of August, 2002, by
MOTHERS WORK, INC., a Delaware corporation ("Parent"), CAVE SPRINGS, INC. ("Cave Springs"), a Delaware corporation,
eSPECIALTY BRANDS, LLC, a Delaware Limited Liability Company, MOTHER'S STORES, INC., a Delaware corporation and
DAN HOWARD INDUSTRIES, INC., an Illinois corporation (collectively, "Borrowers" and singly each is a "Borrower"), and
FLEET CAPITAL CORPORATION, a Rhode Island corporation ("Lender").
A. Borrowers and Lender are parties to a certain Loan and Security Agreement dated April 24, 1998, as amended and
supplemented from time to time (collectively, as the same be subsequently, amended, modified, supplemented or restated the,
"Loan Agreement"), pursuant to which certain financing arrangements were established with Lender for the benefit of
Borrowers. The Loan Agreement and all instruments, documents and agreements executed in connection therewith, or related
thereto, are referred to herein collectively as the "Existing Loan Documents." All capitalized terms not otherwise defined herein
shall have the respective meanings ascribed thereto in the Loan Agreement.
B. Borrowers have requested that Lender consent to the consummation of the Tender Offer, Debt Offering and Equity
Offering (as each are defined below) and modify, in certain respects, the Loan Agreement and Lender has agreed to grant such
consent and make such modifications, all as more fully set forth herein and subject to the terms and conditions hereof.
NOW, THEREFORE, with the foregoing Background incorporated by reference herein and made part hereof, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. General Definitions—Appendix A.
a. Upon the Effective Date, the following definitions conta