$100,000,000 AGGREGATE PRINCIPAL AMOUNT The Dress Barn, Inc. 2.50% CONVERTIBLE SENIOR NOTES DUE 2024 Resale Registration Rights Agreement

Exhibit 4(f)

EXECUTION COPY

BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

$100,000,000 AGGREGATE PRINCIPAL AMOUNT

The Dress Barn, Inc.

2.50% CONVERTIBLE SENIOR NOTES

DUE 2024

Resale Registration Rights Agreement

dated December 15, 2004

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004, between The Dress Barn, Inc., a Connecticut corporation (together with any successor entity, herein referred to as the “ Company ”) and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several initial purchasers (the “ Initial Purchasers ”) under the Purchase Agreement (as defined herein).

Pursuant to the Purchase Agreement, dated as of December 8, 2004, between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the Initial Purchasers (the “ Purchase Agreement ”), the Initial Purchasers have agreed to purchase from the Company $100,000,000 ($115,000,000 if the Initial Purchasers exercise their option in full) in aggregate principal amount at maturity of 2.50% Convertible Senior Notes due 2024 (the “ Notes ”). The Notes will be jointly and severally guaranteed on an unsecured, unsubordinated basis by each of the Company’s subsidiaries that guarantee the Company’s obligations (collectively, the “ Subsidiary Guarantors ”) under a credit agreement to be entered into among the Company and a number of banks, including, J.P. Morgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Wells Fargo Bank, N.A., as a Documentation Agent, and each of the lenders from time to time parties thereto (the “ Credit Agreement ”). The Notes will be convertible into fully paid and nonassessable shares of common stock, par value $.05 per share, of the Company (“ Common Stock ”). The Notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Notes pursuant to Section 5(g) of the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

The parties hereby agree as follows:

1.     Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

“ Additional Amounts ”: As defined in Section 3(a) hereof.

“ Additional Amounts Payment Date ”: Each June 15 and December 15.

“ Affiliate ” of any specified person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ”: This Resale Registration Rights Agreement.

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“ Amendment Effectiveness Deadline Date ” has the meaning set forth in Section 2(e) hereof.

“ Blue Sky Application ”: As defined in Section 6(a)(i) hereof.

“ Business Day ”: The definition of “Business Day” in the Indenture.

“ Commission ”: Securities and Exchange Commission.

“ Common Stock ”: As defined in the preamble hereto.

“ Company ”: As defined in the preamble hereto.

“ Effectiveness Period ”: As defined in Section 2(a)(iii) hereof.

“ Effectiveness Target Date ”: As defined in Section 2(a)(ii) hereof.

“ Exchange Act ”: Securities Exchange Act of 1934, as amended.

“ Holder ”: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

“ Indemnified Holder ”: As defined in Section 6(a) hereof.

“ Indenture ”: The Indenture, dated as of December 15, 2004 between the Company and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

“ Initial Purchasers ”: As defined in the preamble hereto.

“ Majority of Holders ”: Holders holding over 50% of the aggregate principal amount of Notes outstanding; provided that, for the purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities and issued upon conversion of the Notes shall be deemed to hold an aggregate principal amount at maturity of Notes (in addition to the principal amount at maturity of Notes held by such holder) equal to the amount determined by multiplying (x) the number of such shares of Common Stock held by such holder by (y) the conversion rate in effect at the time of such conversion as determined in accordance with the Indenture.

“ NASD ”: National Association of Securities Dealers, Inc.

“ Notes ”: As defined in the preamble hereto.

“ Notice and Questionnaire ” means a written notice executed by a Holder and delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to

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the Offering Memorandum of the Company dated December 8, 2004 relating to the Notes.

“ Notice Holder ”: On any date, a Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

“ Person ”: An individual, partnership, corporation, company, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

“ Purchase Agreement ”: As defined in the preamble hereto.

“ Prospectus ”: The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

“ Record Holder ”: With respect to any Additional Amounts Payment Date, each Person who is a Holder on the 15 ^th day immediately preceding the relevant Additional Amounts Payment Date. In the case of a Holder of shares of Common Stock issued upon conversion of the Notes, “Record Holder” shall mean each Person who is a Holder of shares of Common Stock which constitute Transfer Restricted Securities on the 15 ^th day immediately preceding the relevant Additional Amounts Payment Date.

“ Registration Default ”: As defined in Section 3(a) hereof.

“ Securities Act ”: Securities Act of 1933, as amended.

“ Shelf Filing Deadline ”: As defined in Section 2(a)(i) hereof.

“ Shelf Registration Statement ”: As defined in Section 2(a)(i) hereof.

“ Subsidiary Guarantees ”: The unsecured, unsubordinated guarantees, if any, of the Notes by the Subsidiary Guarantors.

“ Subsidiary Guarantors ”: As defined in the preamble hereto.

“ Suspension Notice ”: As defined in Section 4(c) hereof.

“ Suspension Period ”: As defined in Section 4(b)(i) hereof.

“ TIA ”: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

“ Transfer Restricted Securities ”: Each Note and each share of Common Stock issued upon conversion of Notes until the earlier of:

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(i)   the date on which such Note (and the Subsidiary Guarantee thereof, if any) or such share of Common Stock issued upon conversion has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

(ii)   the date on which such Note or such share of Common Stock issued upon conversion is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; and

(iii)  the date on which such Note or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

“ Underwritten Registration ”: A registration in which Notes of the Company are sold to an underwriter for reoffering to the public.

Unless the context otherwise requires, the singular includes the plural, and words in the plural include the singular.

(i)   not later than 90 days after the date hereof (the “ Shelf Filing Deadline ”), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (together with any additional Shelf Registration Statement filed pursuant to Section 2(c), the “ Shelf Registration Statement ”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(e) hereof;

(ii)   use reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the date hereof (the “ Effectiveness Target Date ”); and

(iii)  use reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to

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Section 2(e), to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period (the “ Effectiveness Period ”) until the earliest of:

(1)  two years following the last date of original issuance of any of the Notes;

(2)  the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; and

(3)  the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in force.

(b)  At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date fifteen (15) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s or any of the Subsidiary Guarantors’, if any, securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s or any of the Subsidiary Guarantors’, if any, securities in the Shelf Registration Statement.

(c)  If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company and the Subsidiary Guarantors, if any, shall use their reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within ten (10) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities. If an additional Shelf Registration Statement is filed, the Company and the Subsidiary Guarantors, if any, shall use their reasonable efforts to cause such additional Shelf Registration Statement to become effective as

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promptly as is practicable after such filing and to keep such additional Shelf Registration Statement (or any subsequently filed additional Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Registration Statement in the manner described in Section 4(b)(i).

(d)  The Company and the Subsidiary Guarantors, if any, shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Subsidiary Guarantors, if any, for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement.

(e)  Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(d). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company and the Subsidiary Guarantors, if any, shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date (but no earlier than fifteen (15) Business Days after effectiveness) or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date:

(i)   if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company and the Subsidiary Guarantors, if any, shall file a post-effective amendment to the Shelf Registration Statement, use best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is

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practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date” ) that is forty-five (45) days after the date such post effective amendment is required by this clause to be filed:

(ii)   provide such Holder copies of the any documents filed pursuant to Section 2(e)(i); and

(iii)  notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i);

provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) neither the Company nor any of the Subsidiary Guarantors, if any, shall be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus, (ii) the Amendment Effectiveness Deadline Date shall be extended by up to fifteen (15) Business Days from the expiration of a Suspension Period (and neither the Company nor any of the Subsidiary Guarantors, if any, shall incur any obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date, and (iii) the Company shall not be obligated to file (A) more than one pre-effective amendment to the Shelf Registration Statement or supplement to the Prospectus for all Holders during one fiscal quarter and (ii) more than one post-effective amendment to the Shelf Registration Statement for all Holders during one three-month period, and provided further, in all such cases involving supplements or amendments (whether pre-effective or post-effective), the Company shall only be obligated to make a filing when the principal amount of Notes to be included in such amendment or supplement is more than $1,000,000.

(i)   the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline;

(ii)   the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date;

(iii)  the Company or any of the Subsidiary Guarantors, if any, has failed to perform its obligations set forth in Section 2(e) within the time period required therein;

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(iv)  any post-effective amendment to a Shelf Registration filed pursuant to Section 2(e)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date;

(v)  except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

(vi)  (A) prior to or on the 45th or 55th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 120 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a “ Registration Default ”), the Company and the Subsidiary Guarantors, if any, jointly and severally, hereby agree to pay interest (“ Additional Amounts ”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, accruing at a rate:

(A) in respect of the Notes, the Company and each of the Subsidiary Guarantors, if any, jointly and severally agree to pay interest to each holder of Notes, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the aggregate principal amount of the Notes, and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the aggregate principal amount of the Notes; provided that in no event shall Additional Amounts accrue at a rate per year exceeding 0.50% of the aggregate principal amount of the Notes; and

(B)  in respect of Notes submitted for conversion into cash and Common Stock, if any, during a Registration Default only, the Company and each of the Subsidiary Guarantors, if any, jointly and severally agree to pay

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accrued and unpaid Additional Amounts to the holders of such Notes calculated in accordance with paragraph (A) up to and including the Conversion Date (as defined in the Indenture); and

(C) in respect of Common Stock, each Holder of such Common Stock will not be entitled to any Additional Amounts.

(b)  All Additional Amounts accrued in accordance with paragraph (A) above shall be paid in arrears to Record Holders by the Company and the Subsidiary Guarantors, if any, on each Additional Amounts Payment Date. All Additional Amounts payable in accordance with paragraph (B) above shall be paid and delivered on the settlement date relating to the applicable Conversion Date. Upon the cure of all Registration Defaults relating to any particular Debenture or share of Common Stock, the accrual of Additional Amounts with respect to such Debenture or share of Common Stock will cease.

All obligations of the Company and the Subsidiary Guarantors, if any, set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

The Additional Amounts set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for each Registration Default.

(a)  In connection with the Shelf Registration Statement, the Company and the Subsidiary Guarantors, if any, shall comply with all the provisions of Section 4(b) hereof and shall use reasonable efforts to effect such registration to permit the resale of the Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

(b)  In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the resale of Transfer Restricted Securities, the Company and the Subsidiary Guarantors, if any, shall:

(i)   Subject to any notice by the Company or any of the Subsidiary Guarantors, if any, in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), use reasonable efforts to keep the Shelf

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Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Company and the Subsidiary Guarantors, if any, shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use reasonable efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a “ Suspension Period ”) if:

(x) an event occurs and is continuing as a result of which the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a