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 a
