SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of April 16, 1997 by and among Mothers
Work, Inc., a Delaware corporation ("MWI") on its own behalf and as successor, by merger, to Motherhood
Maternity Shops, Inc., a Delaware corporation ("Motherhood"), Cave Springs, Inc., a Delaware corporation
("Cave"), The Page Boy Company, Inc., a Delaware corporation ("Page Boy") and Mothers Work (R.E.), Inc.,
a Pennsylvania corporation ("MW-RE") (each, a "Borrower", and collectively, jointly and severally, the
"Borrowers"), and CoreStates Bank, N.A., successor to 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, as second amended January 25, 1996, as third amended May 31, 1996, as fourth amended
September 30, 1996 and as fifth amended January 31, 1997 (the "Credit Agreement") pursuant to which the
Bank established, in favor of the Borrowers, a credit facility in an aggregate principal amount of $24,094,684.93,
subject to the terms and conditions set forth therein. Borrowers have requested the Bank to modify certain of the
terms of the Credit Agreement, including certain of the financial covenants set forth in the Credit Agreement,
which the 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 deleting the definition of "Revolving Credit
Termination Date" found therein, and by substituting therefor the following:
"Revolving Credit Termination Date" shall mean the earlier to occur of (i) July 31, 1999, and (ii) such date as the
Revolving Credit Loan shall otherwise be payable in full and the Revolving Credit Commitment shall terminate,
expire or be cancelled in accordance with the terms of this Agreement.