AMENDMENT NO. 2 TO RESALE REGISTRATION RIGHTS AGREEMENT
Exhibit 4(h)
AMENDMENT NO. 2 TO RESALE REGISTRATION RIGHTS AGREEMENT
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 ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined in the Agreement).
W I T N E S S E T H
WHEREAS, the Company has entered into the Agreement with the Initial Purchasers under which the Company has agreed to provide certain registration rights to the holders of the Company’s 2.50% Convertible Senior Notes due 2024 (the “Notes”);
WHEREAS, Section 9(m) of the Agreement provides that upon execution of the Credit Agreement (as defined in the Agreement), the Company shall cause each of its subsidiaries that has guaranteed the Company’s obligations under the Credit Agreement to execute a counterpart of the Agreement and to accede to the terms thereof; and
WHEREAS, the Credit Agreement has been executed on the date hereof and The Men’s Company, Inc. (“MC”), is a party thereto and guarantees the Company’s obligations thereunder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MC, the Company and the Initial Purchasers mutually covenant and agree as follows:
1. MC hereby agrees to be bound by all of the provisions of the Agreement applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Agreement.
2. Except as expressly amended hereby, the Agreement is ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect.
3. This Amendment No. 2 may be executed in any number of counterparts, but such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 2 as of the date first above written.
BANC OF AMERICA SECURITIES LLC
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
Acting severally on behalf of themselves and the several Initial Purchasers
BANC OF AMERICA SECURITIES LLC
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| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Managing Director | |
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
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| Vice President | |
THE DRESS BARN, INC.
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| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Senior Vice President | |
THE MEN’S COMPANY, INC.
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| Senior Vice President | |