EXHIBIT 10.1 MOTHERS WORK, INC. CAVE SPRINGS, INC. LOAN AND SECURITY AGREEMENT Dated: April 24, 1998 FLEET CAPITAL CORPORATION -------------------------------------------------- TABLE OF CONTENTSLoan and Security Agreement • May 14th, 1998 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 25th, 2001 • Mothers Work Inc • Retail-women's clothing stores
EXHIBIT 10.1 NINTH AMENDMENT TO CREDIT AGREEMENT dated as of January 30, 1998 by and among Mothers Work, Inc., a Delaware corporation, on its own behalf and as successor, by merger, to Motherhood Maternity Shops, Inc., a Delaware corporation ("MWI"),...Credit Agreement • February 13th, 1998 • Mothers Work Inc • Retail-women's clothing stores
EXHIBIT 4.2 AMENDED AND RESTATED RIGHTS AGREEMENT AMENDED AND RESTATED RIGHTS AGREEMENT dated as of March 17, 1997 (the "Agreement"), between MOTHERS WORK, INC., a Delaware corporation (the "Company") and STOCKTRANS, INC. (the "Rights Agent")....Rights Agreement • March 18th, 1997 • Mothers Work Inc • Retail-women's clothing stores • Delaware
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among MOTHERS WORK, INC. iMATERNITY ACQUISITION CORP., eSPECIALTY BRANDS, LLCMerger Agreement • November 1st, 2001 • Mothers Work Inc • Retail-women's clothing stores • Delaware
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Agreement (this "Agreement") is made as of June 9, 1998 by and among Mothers Work, Inc. a Delaware corporation (the "Company"), and Putnam Investment Management, Inc. on behalf of the registered...Registration Rights Agreement • August 5th, 1998 • Mothers Work Inc • Retail-women's clothing stores • Delaware
EXHIBIT 10.19 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, (the "Agreement") is made effective April 16, 2001 between Mothers Work, Inc., ("Mothers Work") and Donald Ochs, ("Consultant"). By way of background, the parties have had an employment...Consulting Agreement • December 21st, 2001 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania
BACKGROUNDLoan and Security Agreement • May 12th, 2000 • Mothers Work Inc • Retail-women's clothing stores
SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of July 31, 1997 by and among Mothers Work, Inc., a Delaware corporation, on its own behalf and as successor, by merger, to Motherhood Maternity Shops, Inc., a Delaware corporation ("MWI"), Cave Springs,...Credit Agreement • August 8th, 1997 • Mothers Work Inc • Retail-women's clothing stores
ARTICLE I BackgroundLoan Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
Common Stock Warrant No.__ This Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and may not be sold or transferred unless such sale or transfer is in accordance with...Common Stock Warrant • November 1st, 2001 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 19th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.
1,100,000 Shares MOTHERS WORK, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2002 • Mothers Work Inc • Retail-women's clothing stores • New York
CREDIT SUISSE FIRST BOSTON CORPORATION LEGG MASON WOOD WALKER INCORPORATED INVESTEC INC. COMMERCE CAPITAL INVESTMENTS, INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 25, 2016 among DESTINATION MATERNITY CORPORATION, as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent,...Credit Agreement • March 29th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.
MOTHERS WORK, INC.Rights Agreement • October 11th, 2005 • Mothers Work Inc • Retail-women's clothing stores • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of October 9, 2005 (the “Agreement”), between MOTHERS WORK, INC., a Delaware corporation (the “Company”) and STOCKTRANS, INC. (the “Rights Agent”).
EXHIBIT 10.9 AMENDMENT NO. 1 TO STOCK SUBSCRIPTION WARRANT This Amendment No. 1 to Stock Subscription Warrant is entered into this 14th day of January, 1997 between Mothers Work, Inc. (the "Company") and Penn Janney Fund ("Holder") and amends a...Stock Subscription Warrant • May 14th, 1997 • Mothers Work Inc • Retail-women's clothing stores
BACKGROUNDAsset Purchase Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
CREDIT AGREEMENT Dated as of November 1, 2012 among DESTINATION MATERNITY CORPORATION, as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, L/C Issuer, Swing...Credit Agreement • November 2nd, 2012 • Destination Maternity Corp • Retail-women's clothing stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 1, 2012, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.
SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • May 10th, 2007 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania
THIS SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”), is entered by and between MOTHERS WORK, INC., a Delaware Corporation (the “Company”), and DAN W. MATTHIAS (the “Executive”);
EIGHTH AMENDMENT TO CREDIT AGREEMENT dated as of September 30, 1997 by and among Mothers Work, Inc., a Delaware corporation, on its own behalf and as successor, by merger, to Motherhood Maternity Shops, Inc., a Delaware corporation ("MWI"), Cave...Credit Agreement • December 18th, 1997 • Mothers Work Inc • Retail-women's clothing stores
DESTINATION MATERNITY CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 1st, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
Destination Maternity Corporation, a Delaware corporation (the “Company”), hereby grants to David Stern (the “Optionee”) an option to purchase a total of 73,255 shares of Common Stock of the Company, at the price and on the terms set forth herein (the “Option”).
GOVERNANCE AGREEMENT By and Among ORCHESTRA-PRÉMAMAN S.A., YELED INVEST S.à r.l, AND DESTINATION MATERNITY CORPORATION Dated as of December 19, 2016Governance Agreement • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
THIS GOVERNANCE AGREEMENT is made as of the 19th day of December, 2016, by and among Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (the “Company”), Yeled Invest S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg ( “Yeled”), and Destination Maternity Corporation, a Delaware corporation (“DM”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 27th, 2011 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into by and between DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”) and the undersigned individual (the “Employee”).
INTERCREDITOR AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and PATHLIGHT CAPITAL LLC, as Term Agent, and acknowledged by DESTINATION MATERNITY CORPORATION CAVE SPRINGS, INC. MOTHERS WORK CANADA, INC. DM URBAN RENEWAL,...Intercreditor Agreement • February 6th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of February 1, 2018 among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “ABL Agent”) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”), (ii) the L/C Issuers referred to in the ABL Credit Agreement, and (iii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent (and any co-agent or sub-agent appointed thereby), the ABL Lenders and the L/C Issuers, the “ABL Credit Parties”), and (b) PATHLIGHT CAP
RESTRICTED STOCK AWARD AGREEMENT UNDER THE DESTINATION MATERNITY CORPORATIONRestricted Stock Award Agreement • August 9th, 2011 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “Company”) and Christopher F. Daniel (the “Grantee”).
MOTHERS WORK, INC. as Issuer and CAVE SPRINGS, INC., eSPECIALTY BRANDS, LLC, DAN HOWARD INDUSTRIES, INC., MOTHER'S STORES, INC., as Subsidiary Guarantors 111/4% Senior Notes Due 2010Indenture • August 14th, 2002 • Mothers Work Inc • Retail-women's clothing stores • New York
INDENTURE, dated as of August 5, 2002, among Mothers Work, Inc., a Delaware corporation (the "Company"), Cave Springs, Inc., a Delaware corporation, eSpecialty Brands, LLC, a Delaware limited liability company, Dan Howard Industries, Inc., an Illinois corporation, and Mother's Stores, Inc., a Delaware corporation, as guarantors and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee (the "Trustee").
AGREEMENT AND PLAN OF MERGER Among DESTINATION MATERNITY CORPORATION, ORCHESTRA-PRÉMAMAN S.A. and US OP CORPORATION Dated as of December 19, 2016Merger Agreement • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2016, is by and among Destination Maternity Corporation, a Delaware corporation (the “Company”), Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (“Parent”), and US OP Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub,” with Parent, the Company and Merger Sub sometimes being hereinafter referred to individually as a “Party” and collectively referred to as the “Parties”). Capitalized terms, to the extent not otherwise defined, have the meanings ascribed to them in Section 9.7.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between DESTINATION MATERNITY CORPORATION (the “Company”) and DAVID STERN (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 8th, 2017 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania
THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between ANTHONY M. ROMANO (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).
ASSET TRANSFER AGREEMENT by and between MOTHERS WORK, INC.Asset Transfer Agreement • December 18th, 1998 • Mothers Work Inc • Retail-women's clothing stores • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 27th, 2015 • Destination Maternity Corp • Retail-women's clothing stores • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment No. 1”), dated as of August 25, 2015, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, “Administrative Agent”) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), DESTINATION MATERNITY CORPORATION, a Delaware corporation (“Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, “Borrowers”), MOTHERS WORK CANADA, INC., a Delaware corporation (“Mother Works”), DM URBAN RENEWAL, LLC, a New Jersey limited liability company (“DM Urban”, and together with Mother Works, each a “Guarantor” and collectively, “Guarantors”).
RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) UNDER THE DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement • January 10th, 2019 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “Company”) and David Helkey (the “Grantee”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED DESTINATION MATERNITY CORPORATIONRestricted Stock Unit Award Agreement • February 7th, 2012 • Destination Maternity Corp • Retail-women's clothing stores • Pennsylvania
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “Company”) and (the “Grantee”).
Re: Special Bonus Award; Amendment to Employment AgreementEmployment Agreement • December 5th, 2014 • Destination Maternity Corp • Retail-women's clothing stores
Reference is hereby made to the Employment Agreement dated as of July 23, 2008 (as amended August 10, 2011 and November 22, 2011 and December 7, 2013, the “Agreement”) by and between Destination Maternity Corporation (the “Company”) and Judd P. Tirnauer (“Executive” or “you”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BANK OF AMERICA, N.A., THE ADMINISTRATIVE AND COLLATERAL AGENT FOR THE LENDERS REFERENCED HEREIN MOTHERS WORK, INC. THE LEAD BORROWER FOR THE BORROWERS REFERENCED HEREIN AND THE GUARANTORS PARTY...Loan and Security Agreement • March 15th, 2007 • Mothers Work Inc • Retail-women's clothing stores • New York
Bank of America, N.A., a national banking association, with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the “Administrative Agent”) for the benefit of the Lenders, on a Pro Rata basis, based upon each Lender’s Percentage Commitment, who are, at present, those financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become a “Lender” in accordance with the provisions of Article VII of the Agency Agreement;
