ARIS INDUSTRIES, INC.
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
May 5, 1997
AIF-II, L.P.
c/o Apollo Advisors, L.P.
Two Manhattanville Road
Purchase, New York 10577
Attention: Xxxxxx Xxxx
Re: Consent Pursuant to Series B Junior Secured Note Agreement
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Gentleman:
Reference is made to the Series B Junior Secured Note Agreement dated June
30, 1993 (the "Note Agreement"; terms defined therein being used herein as
therein defined) between AIF-II, L.P. ("Apollo") and Aris Industries, Inc.
("Aris", formerly known as The Marcade Group, Inc.) and the Series B Junior
Secured Note issued pursuant to the Note Agreement by Aris in favor of Apollo
dated June 30, 1993 in the original principal amount of $7,500,000 (the "Note").
At the request of Aris, Apollo hereby consents to the deferral, until June
18, 1997, of the required payment of the quarterly interest under the Note
otherwise due May 5, 1997, subject to the following terms and conditions. The
nonpayment of such quarterly interest prior to June 18, 1997 shall NOT be a
Default or Event of Default under the Note Agreement or the Note. The Note
Agreement and the Note are hereby deemed amended to implement the foregoing.
Apollo's forbearance from exercising its rights with respect to such
quarterly interest payment is not, and shall not be deemed to be, a waiver of
any other term, condition, covenant or agreement or any other aspect of the Note
Agreement and/or the Note. The forbearance is therefore limited exclusively to
the specific period of time and circumstances covered by this letter, and this
letter is without prejudice to, and hereby expressly reserves, all other rights
and remedies of Apollo.
AGREED AND ACCEPTED:
AIF-II, L.P.
By: Apollo Advisors, L.P., Very truly yours,
its General Partner
By: Apollo Capital Management, ARIS INDUSTRIES, INC.
Inc., its General Partner
By: /s/ XXXXXX X. XXXXX By: /s/ XXXX XXXXXXX
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Xxxxxx X. Xxxx, Vice Xxxx Xxxxxxx,
President Senior Vice-President
