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
Contract Type FiledMay 14th, 1998 Company Industry Jurisdiction
FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of January 31, 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"),...Credit Agreement • February 14th, 1997 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledFebruary 14th, 1997 Company Industry
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among MOTHERS WORK, INC. iMATERNITY ACQUISITION CORP., eSPECIALTY BRANDS, LLCAgreement and Plan of Merger • November 1st, 2001 • Mothers Work Inc • Retail-women's clothing stores • Delaware
Contract Type FiledNovember 1st, 2001 Company Industry Jurisdiction
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...Mothers Work Inc • November 1st, 2001 • Retail-women's clothing stores • Pennsylvania
Company FiledNovember 1st, 2001 Industry Jurisdiction
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
Contract Type FiledMarch 18th, 1997 Company Industry Jurisdiction
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
Contract Type FiledFebruary 13th, 1998 Company Industry
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 25th, 2001 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledOctober 25th, 2001 Company Industry
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
Contract Type FiledAugust 5th, 1998 Company Industry Jurisdiction
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
Contract Type FiledAugust 8th, 1997 Company Industry
BACKGROUNDLoan and Security Agreement • May 12th, 2000 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledMay 12th, 2000 Company Industry
EXHIBIT 10.1 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...Credit Agreement • May 14th, 1997 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledMay 14th, 1997 Company Industry
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
Contract Type FiledDecember 21st, 2001 Company Industry Jurisdiction
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 19th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York
Contract Type FiledApril 19th, 2018 Company Industry JurisdictionThis 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
Contract Type FiledJuly 23rd, 2002 Company Industry JurisdictionCREDIT 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
Contract Type FiledMarch 29th, 2016 Company Industry JurisdictionThis 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
Contract Type FiledOctober 11th, 2005 Company Industry JurisdictionAMENDED 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”).
ARTICLE I BackgroundLoan Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledDecember 18th, 1996 Company Industry
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...Credit Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledDecember 18th, 1996 Company Industry
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 2010Mothers Work Inc • August 14th, 2002 • Retail-women's clothing stores • New York
Company FiledAugust 14th, 2002 Industry JurisdictionINDENTURE, 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").
BACKGROUNDAsset Purchase Agreement • December 18th, 1996 • Mothers Work Inc • Retail-women's clothing stores
Contract Type FiledDecember 18th, 1996 Company Industry
SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • May 10th, 2007 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania
Contract Type FiledMay 10th, 2007 Company Industry JurisdictionTHIS SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”), is entered by and between MOTHERS WORK, INC., a Delaware Corporation (the “Company”), and DAN W. MATTHIAS (the “Executive”);
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 6th, 2018 • Destination Maternity Corp • Retail-women's clothing stores • New York
Contract Type FiledFebruary 6th, 2018 Company Industry JurisdictionThis 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.
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
Contract Type FiledDecember 20th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledApril 27th, 2011 Company Industry JurisdictionTHIS 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
Contract Type FiledFebruary 6th, 2018 Company Industry JurisdictionTHIS 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
Contract Type FiledAugust 9th, 2011 Company Industry JurisdictionTHIS 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”).
DESTINATION MATERNITY CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENTDestination Maternity • August 1st, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
Contract Type FiledAugust 1st, 2016 Company Industry JurisdictionDestination 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”).
AGREEMENT AND PLAN OF MERGER Among DESTINATION MATERNITY CORPORATION, ORCHESTRA-PRÉMAMAN S.A. and US OP CORPORATION Dated as of December 19, 2016Agreement and Plan of Merger • December 20th, 2016 • Destination Maternity Corp • Retail-women's clothing stores • Delaware
Contract Type FiledDecember 20th, 2016 Company Industry JurisdictionAGREEMENT 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
Contract Type FiledAugust 1st, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledSeptember 8th, 2017 Company Industry JurisdictionTHIS 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
Contract Type FiledDecember 18th, 1998 Company Industry Jurisdiction
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 27th, 2015 • Destination Maternity Corp • Retail-women's clothing stores • New York
Contract Type FiledAugust 27th, 2015 Company Industry JurisdictionTHIS 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
Contract Type FiledJanuary 10th, 2019 Company Industry JurisdictionTHIS 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
Contract Type FiledFebruary 7th, 2012 Company Industry JurisdictionTHIS 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
Contract Type FiledDecember 5th, 2014 Company IndustryReference 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”).