EXECUTION COPY
WAIVER AND CONSENT, dated as of March 31, 2007 (this "WAIVER"), to
the
Credit Agreement, dated as of December 29, 2005 (as amended to the
date hereof,
the "CREDIT AGREEMENT"), among DLI Holding II Corp., DEL
Laboratories, Inc., the
Lenders party thereto, J.P. Morgan Securities Inc. and JPMorgan
Chase Bank,
N.A., as Administrative Agent.
The parties hereto hereby agree as follows:
1. DEFINED
TERMS. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
therein
defined.
2. WAIVER AND CONSENT. (a) Subject to and in reliance on the
representation and warranty set forth in paragraph 2(b) below, the
Lenders
hereby waive any Default or Event of Default under any of the
provisions of the
Credit Agreement or any provision of any other Loan Document,
except under
Section 8(b) of the Credit Agreement in respect only of any
statement in any
Borrowing Base Certificate, in each case arising prior to the date
of this
Waiver and consisting of, resulting from or relating in any respect
to (i) the
re-audit, revision or restatement of any financial statement
delivered prior to
the date of this Waiver by the Borrower or any of its Subsidiaries
(including,
without limitation, any misstatement therein or in any
certificate,
representation or warranty relating thereto and any error, defect
or deficiency
in accounting procedures, maintenance of books of records and
accounts or the
application of accounting principles reflected thereby or relating
thereto),
(ii) any default under either Indenture in respect of any financial
report,
information, management discussion and analysis, report,
certificate, statement,
notice or other document filed, provided or delivered prior to the
date of this
Waiver or required to be filed, provided or delivered prior to the
date of this
Waiver thereunder, but (in each case) only if and for as long as
such default
does not constitute an "Event of Default" as defined in such
Indenture, (iii)
any request for or extension of credit under the Credit Agreement
during the
pendency of any such Default or Event of Default, (iv) any
fa
