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FIRST
AMENDMENT, dated as of October 25, 2007 (this “
Amendment ”),
to the CREDIT AGREEMENT dated as of December 21, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the
“
Credit Agreement ”),
among THE DRESS BARN, INC., a Connecticut corporation, the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., a national banking
association, as administrative agent and collateral agent for such
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WHEREAS,
the Lenders have agreed to extend credit to the Borrower under
the Credit Agreement on the terms and subject to the
conditions set forth therein; and
WHEREAS,
the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement and the Lenders whose
signatures appear below, constituting at least the Required
Lenders, are willing to amend the Credit Agreement on the
terms and subject to the conditions set forth
herein;
NOW,
THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION
1.
Defined Terms. Capitalized
terms used but not otherwise defined herein (including in the
recital hereto) have the meanings assigned to them in the Credit
Agreement.
SECTION
2.
Amendment of “Permitted Investments”
Definition :
Paragraph (f) of the “Permitted Investments” definition
in Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows (such amendment to be given effect as
of December 21, 2005, as if the Credit Agreement as originally
executed had contained the amended definition):
“(f)
investments in unconsolidated entities that do not constitute
subsidiaries of the Borrower;
provided that
the sum of all such investments shall not exceed $10,000,000 in the
aggregate.”
SECTION
3.
Amendment of Section 6.08(a) of the Credit Agreement.
Section
6.08(a) of the Credit Agreement is hereby amended in its entirety
to read as follows:
“The
Borrower will not, and will not permit any Subsidiary to,
declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except (i) the Borrower
may declare and pay dividends with respect to its capital
stock payable solely in additional shares of its common stock,
(ii) Subsidiaries may declare and pay dividends ratably
with respect to their capital stock, (iii) the Borrower
may make Restricted Payments, not exceeding $1,000,000 during
any fiscal year, pursuant to and in accordance with stock
option plans or other benefit plans for management or
employees of the Borrower and its Subsidiaries and (iv) the
Borrower may repurchase shares of its common stock (either in
the open market or through private transactions) pursuant to
the Borrower’s stock buyback program, in an aggregate
amount not to exceed $125,000,000 in any fiscal year; provided
that at the time of and immediately after giving effect to any
such Restricted Payment, (x) the Borrower shall be in Pro
Forma Compliance and (y) no Default or Event of Default shall
have occurred and be continuing.
SECTION
4.
Representations, Warranties and Agreements. The
Borrower, hereby represents and warrants to and agrees with each
Lender and the Administrative Agent that:
(a)
The representations and warranties set forth in Article III of
the Credit Agreement, as amended hereby, are true and correct
in all material respects on and as of the Amendment Effective
Date (as defined below) and after giving effect to this
Amendment, with the same effect as if made on and as of such
date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case they were
true and correct as of such earlier date.
(b)
As of the Amendment Effective Date, after giving effect to
this Amendment, no
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