0001104659-05-060751 Sample Contracts

FIRST MODIFICATION AGREEMENT
First Modification Agreement • December 14th, 2005 • Mothers Work Inc • Retail-women's clothing stores • New York

This FIRST MODIFICATION AGREEMENT is entered into as of September 26, 2005, by and among MOTHERS WORK, INC., a Delaware corporation, CAVE SPRINGS, INC., a Delaware corporation (each a “Borrower”), and MOTHERS WORK CANADA, INC., a Delaware corporation (“Guarantor”), each of which has its principal executive offices at 456 North Fifth Street, Philadelphia, Pennsylvania 19123; and FLEET RETAIL GROUP, LLC, a Delaware limited liability company f/k/a Fleet Retail Finance, Inc., with an address of 40 Broad Street, Boston, MA 02109, as Administrative Agent, for the benefit of the Lenders; FLEET RETAIL GROUP, LLC, as Collateral Agent for the benefit of Lenders and the Administrative Agent; and FLEET RETAIL GROUP, LLC, as a Lender.

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