NOT BE
CONSIDERED A UTILIZATION OF ANY BASKET OR AMOUNT SET FORTH IN SECTION 9.02(V) OR
(XVII) OR SECTION 9.05(XII) OF THE CREDIT AGREEMENT, SO LONG AS SUCH RETAIL
STORE SALES COMPLY WITH EACH OF THE CONDITIONS SET FORTH IN SECTION 2 ABOVE, AND
(III) 100% THE NET SALE PROCEEDS RECEIVED BY THE BORROWER OR ITS SUBSIDIARIES IN
CONNECTION WITH THE CONSENTED TRANSACTIONS SHALL BE APPLIED ON THE DATE OF THE
RECEIPT THEREOF AS A MANDATORY PREPAYMENT OF THE OUTSTANDING TERM LOANS IN
ACCORDANCE WITH REQUIREMENTS OF SECTION 4.02(F).
4.
IN ORDER TO INDUCE THE LENDERS TO PROVIDE THIS CONSENT, THE BORROWER HEREBY
REPRESENTS AND WARRANTS THAT, BOTH BEFORE AND AFTER GIVING EFFECT TO THIS
AMENDMENT, (X) NO DEFAULT OR EVENT OF DEFAULT EXISTS ON THE CONSENT EFFECTIVE
DATE (AS DEFINED BELOW) AND (Y) ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE HEREOF AND ON THE CONSENT
EFFECTIVE DATE WITH THE SAME EFFECT AS THOUGH SUCH REPRESENTATIONS AND
WARRANTIES HAD BEEN MADE ON AND AS OF SUCH DATE (IT BEING UNDERSTOOD THAT ANY
REPRESENTATION OR WARRANTY MADE AS OF A SPECIFIC DATE SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF SUCH SPECIFIC DATE).
5.
THIS CONSENT IS LIMITED AS SPECIFIED AND SHALL NOT CONSTITUTE A CONSENT,
MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, AND THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY RESERVE ALL OF THEIR RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO
THEM UNDER THE CREDIT AGREEMENT, THE CREDIT DOCUMENTS AND APPLICABLE LAW.
6.
THIS CONSENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY THE
DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH COUNTERPARTS
WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL
TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
A COMPLETE SET OF COUNTERPARTS
SHALL BE LODGED WITH THE BORROWER AND THE ADMINISTRATIVE AGENT.
7.
THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
8.
THIS CONSENT SHALL BECOME EFFECTIVE ON THE DATE (THE "CONSENT EFFECTIVE
DATE") WHEN (I) THE BORROWER AND THE REQUIRED LENDERS SHALL HAVE SIGNED A
COUNTERPART HEREOF (WHETHER THE SAME OR DIFFERENT COUNTERPARTS) AND SHALL HAVE
DELIVERED (INCLUDING BY WAY OF FACSIMILE TRANSMISSION) THE SAME TO THE
ADMINISTRATIVE AGENT AT THE NOTICE OFFICE AND (II) ALL FEES AND OTHER
COMPENSATION CONTEMPLATED PAYABLE IN CONNECTION WITH THIS AMENDMENT SHALL HAVE
BEEN PAID TO THE EXTENT DUE.
9.
FROM AND AFTER THE CONSENT EFFECTIVE DATE, ALL REFERENCES IN THE CREDIT
AGREEMENT AND EACH OF THE CREDIT DOCUMENTS TO THE CREDIT AGREEMENT SHALL BE
DEEMED TO BE REFERENCES TO THE CREDIT AGREEMENT AS MODIFIED HEREBY.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Consent to be duly executed and