Unassociated Document


    EXHIBIT
      10.3

    



    TERMINATION
      AGREEMENT dated as of December 21, 2005, between THE DRESS BARN, INC. (the
      “Company”)
      and
      JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement
      referred to below. Unless otherwise defined herein, capitalized terms shall
      have
      the meanings assigned to such terms in the Credit Agreement referred to
      below.

     

    WHEREAS,
      pursuant to the Credit Agreement dated as of January 3, 2005 (the “Credit
      Agreement”),
      among
      the Company, the lenders party thereto (the “Lenders”)
      and
      JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders have extended
      credit to the Company, and have agreed to extend credit to the Company, in
      each
      case subject to the terms and conditions set forth therein; and

     

    WHEREAS,
      the Company intends, simultaneously with the execution of this Agreement,
      (a) to terminate all remaining Commitments under the Credit Agreement
      and
      (b) to repay all Loans outstanding under the Credit Agreement, if any,
      to
      pay all accrued and unpaid interest and fees payable under the Credit Agreement
      and to pay all other monetary obligations of the Company accrued and owing
      under
      the Credit Agreement, including amounts payable pursuant to any indemnity or
      expense reimbursement provisions thereof (the amounts described in this clause
      (b) and listed in Schedule I hereto being referred to as the “Designated
      Obligations”);
      and

     

    WHEREAS,
      the Designated Obligations as of the date hereof are set forth in Schedule
      I
      hereto;

     

    NOW,
      THEREFORE, in consideration of the payment in full of the Designated Obligations
      simultaneously with the execution and delivery of this Agreement:

     

    1.  The
      parties hereto hereby agree that (a) the Commitments are terminated
      and the
      Lenders have no further obligation to extend credit under the Credit Agreement,
      (b) all liability of the Company and its Subsidiaries in respect of
      the
      Designated Obligations is hereby discharged and paid in full and (c)
the
      guarantees created under and the security interests granted by the Guarantee
      and
      Collateral Agreement are hereby terminated and all liens in respect of the
      Collateral are hereby released;
      provided
      that the
      foregoing shall not be construed to relieve the Company from its obligations
      under any indemnity or expense reimbursement provisions of the Credit Agreement
      that are specified to survive the termination thereof or the repayment of the
      Designated Obligations.

     

    2.  The
      Administrative Agent, at the Effective Time (as hereinafter defined) and from
      time to time as reasonably requested by the Company, on behalf of itself and
      the
      Lenders, shall prepare and file (or, at the Administrative Agent’s discretion,
      shall authorize the Company to prepare and file) UCC termination statements,
      mortgage releases and other similar discharges or assignment documents, in
      each
      case, in form and substance satisfactory to the Administrative Agent, and,
      in
      each case, as the Company may reasonably request in connection with the
      termination and release of liens and security interests referred to
      herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.  This
      Agreement shall become effective (the “Effective
      Time”)
      only
      after (a) counterparts hereof have been executed by the Company and
      the
      Administrative Agent and are in the possession of the Administrative Agent,
      (b) the Administrative Agent has received, by wire transfer of immediately
      available funds, the aggregate amount of the Designated Obligations, as set
      forth in Schedule I hereto and (c) the credit agreement dated as of
      the
      date hereof among the Company, the lenders party thereto and JPMorgan Chase
      Bank, N.A., as Administrative Agent, shall have become effective.

     

    4.  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    5.  This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original and all of which, when taken together, shall constitute
      one agreement. Delivery of an executed counterpart of a signature page of this
      Agreement shall be effective as delivery of a manually executed counterpart
      of
      this Agreement.

     


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.

     

    
      	 	 	 
	 	
              THE
                DRESS BARN, INC.,

            
	 
 	 
 	 
 
	 	By:  	/s/ ARMAND
              CORREIA
	 	
              

              Name: Armand
                Correia

            
	 	
              Title: Senior
                Vice President and Chief Financial
                Officer

            


    

     

    
      	 	 	 
	 	JPMORGAN
              CHASE BANK, N.A., as
              Administrative
              Agent under
              the
              Credit
              Agreement,
	 
 	 
 	 
 
	 	By:  	/s/ PETER
              M. KILLEA
	 	
              

              Name: Peter
                M. Killea

            
	 	
              Title: Vice
                President

            


    

    


    
      
         

      

      
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    Schedule
      I

     

    Designated
      Obligations

     

    
      	
              Fees

               

            	
              $179,920.88

               

            


    

    


     

    


    
      
         

      

      
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