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.
CONSENT AND AMENDMENT NO.1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • New York
This CONSENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 19, 2016 (this “Amendment No. 1”), 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”) party hereto (who constitute Required 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 (“Mothers Work”), DM URBAN RENEWAL, LLC, a New Jersey limited liability company (“DM Urban”, and together with Mothers Work, each a “Guarantor” and colle
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “First Amendment”), dated as of December 19, 2016 is entered into by and among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (in such capacity, together with its successors and assigns, “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 and 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) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agen
