0000950117-05-001688 Sample Contracts

THE DRESS BARN, INC., as Issuer, SUBSIDIARY GUARANTORS party hereto, and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of December 15, 2004 2.50% Convertible Senior Notes due 2024
Indenture • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores • New York

INDENTURE dated as of December 15, 2004, among The Dress Barn, Inc., a Connecticut corporation (hereinafter called the “Company”), the Subsidiary Guarantors that may be listed on Schedule I hereto and The Bank of New York, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2005, among The Dress Barn, Inc., a Connecticut corporation (the “Company”), The Men’s Company, Inc., a Delaware corporation (“MC”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

100,000,000 AGGREGATE PRINCIPAL AMOUNT The Dress Barn, Inc. DUE 2024 Resale Registration Rights Agreement dated December 15, 2004
Resale Registration Rights Agreement • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores • New York

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).

AMENDMENT NO. 1 TO RESALE REGISTRATION RIGHTS AGREEMENT
Resale Registration Rights Agreement • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores

AMENDMENT NO. 1, dated as of January 3, 2005 (this “Amendment No. 1”) TO RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004 (the “Agreement”), among The Dress Barn, Inc., a Connecticut corporation (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 in the Agreement).

AMENDMENT NO. 2 TO RESALE REGISTRATION RIGHTS AGREEMENT
Resale Registration Rights Agreement • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores

AMENDMENT NO. 2, dated as of January 3, 2005 (this “Amendment No. 2”) TO RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004 (the “Agreement”), among The Dress Barn, Inc., a Connecticut corporation (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 in the Agreement).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 2nd, 2005 • Dress Barn Inc • Retail-women's clothing stores • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2005, among The Dress Barn, Inc., a Connecticut corporation (the “Company”), D.B.R., Inc., a Delaware corporation (“DBR”), DBX Inc., a New York corporation (“DBX”), Maurices Incorporated, a Delaware corporation (“Maurices”) and Dress Barn Credit Management LLC, a Virginia limited liability company (“DB Credit Management”) (DBR, DBX, Maurices and DB Credit Management being sometimes referred to individually as a “New Subsidiary Guarantor” and collectively, as the “New Subsidiary Guarantors”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

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