FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of September 30, 1996 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").
BACKGROUND
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, and as third amended May 31, 1996 (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 financial covenants set forth in the Credit Agreement, and to consent
to the transfer, from MWI, Motherhood and MW-RE to Cave, of certain trademarks or tradenames held by the
transferors, 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.
AGREEMENTS
The parties hereto, intending to be legally bound, hereby agree:
1. Section 7.07 of the Credit Agreement shall be amended by deleting the language found therein in its entirety,
and by substituting therefor the following:
"SECTION 7.07. Total Senior Funded Debt to Operating Cash Flow Ratio. Permit, at any time, the ratio of (x)
Total Senior Funded Debt of MWI and its Subsidiaries on a Consolidated basis, to (y) Operating Cash Flow of
MWI and its Subsidiaries on a Consolidated basis for the four most recent consecutive fiscal quarters ending on