THIRD AMENDMENT TO CREDIT AGREEMENT dated as of May 31, 1996 by and among Mothers
Work, Inc., a Delaware corporation ("MWI"), Cave Springs, Inc., a Delaware corporation ("Cave"), The Page
Boy Company, Inc., a Delaware corporation ("Page Boy"), Mothers Work (R.E.), Inc., a Pennsylvania
corporation ("MW-RE"), Motherhood Maternity Shops, Inc., a Delaware corporation ("Motherhood") (each, a
"Borrower", and collectively, jointly and severally, the "Borrowers"), and Meridian Bank ("Bank").
The Borrowers and the Bank are parties to a Credit Agreement dated as of August 1, 1995, as first amended
September 1, 1995, and as second amended January 25, 1996 (the "Credit Agreement") pursuant to which the
Bank established, in favor of the Borrowers, a credit facility in an aggregate principal amount of $19,094,684.93,
subject to the terms and conditions set forth therein. Borrowers have requested the Bank to increase the amount
of the Revolving Credit Commitment to $20,000,000, to increase the sublimit with respect to the issuance of
Letters of Credit, and to effect certain other changes to the Credit Agreement, which Bank is willing to do, all on
the terms and conditions set forth herein. Capitalized terms used herein, and not otherwise defined, shall have the
meanings ascribed to them in the Credit Agreement.
The parties hereto, intending to be legally bound, hereby agree:
1. Section 1.01 of the Credit Agreement shall be modified by adding the following defined terms (to the extent
such terms are not currently defined in the Credit Agreement) and by deleting the definition of each of the
following terms (to the extent those terms are defined in the Credit Agreement), and substituting therefor the
language set forth below:
"Domestic Lending Office" shall mean 1345 Chestnut Street, FC 1-8-8-14, Philadelphia, PA 19101, or such
other office of the Bank as the Bank may from time to time specify to the Borrowers.
"Episode Transaction" shall have the meaning assigned to such term in