EXHIBIT 4.2
EXECUTION COPY
AMENDMENT NO. 1 dated as of June 25,
2003 (this "Amendment"), to the Credit Agreement
dated as of May 20, 2003 (the "Credit
Agreement"), among JAFRA COSMETICS
INTERNATIONAL, INC., a Delaware corporation
("JCI"), DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE
C.V., a sociedad anonima de capital variable
organized under the laws of Mexico ("DCJ" and,
together with JCI, the "Borrowers"), JAFRA
WORLDWIDE HOLDINGS (LUX) S.AR.L., a societe a
responsibilite limitee organized under the laws
of Luxembourg ("Parent"), the several banks and
financial institutions party to the Credit
Agreement (the "Lenders"), the Issuing Bank (as
defined therein) and CREDIT SUISSE FIRST BOSTON,
a bank organized under the laws of Switzerland,
acting through its Cayman Islands Branch, as
administrative agent (in such capacity, the
"Administrative Agent").
A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended, and have agreed to extend, credit to the Borrowers.
B. The parties to the Credit Agreement wish to amend the Credit
Agreement on the terms and subject to the conditions set forth herein.
C. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment. Section 1.01 of the Credit Agreement is
hereby amended by deleting the definition of the term "Required Lenders" in its
entirety and replacing it with the following definition:
"Required Lenders" shall mean, at any time, at least two Lenders
(so long as there shall be two or more Lenders) having Loans (excluding
Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit
and Term Loan Commitments representing an aggregate of more than 50% of the sum
of all Loans (excluding Swingline Loans) outstanding, L/C Exposure, Swingline
Exposure and unused Revolving Credit and Term Loan Commitments at such time;
provided, however, that if (i) Credit Suisse First Boston and Merrill Lynch
Capital Corporation and their respective Affiliates shall together constitute
the Required Lenders as provided above and (ii) there are three or more Lenders
other than Credit Suisse First Boston, Merrill Lynch Capital Corporation and
their respective Affiliates, then the Required Lenders must include at least one
Lender (if any) that is not an Affiliate of Credit Suisse First Boston or
Merrill Lynch Capital Corporation. For purposes of determining the Required
Lenders, any amounts denominated in an Alternative Currency
shall be translated into Dollars at the Exchange Rates in effect on the most
recent Calculation Date.
SECTION 2. Conditions to Effectiveness. This Amendment shall
become effective as of the date hereof upon receipt by the Administrative Agent
of counterparts of this Amendment that, when taken together, bear the signatures
of Parent, the Borrowers, the Administrative Agent and each of the Lenders party
to the Credit Agreement.
SECTION 3. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, Parent or either Borrower under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. After the date hereof, any reference to the Credit Agreement shall
mean the Credit Agreement as modified hereby. This Amendment shall constitute a
"Loan Document" for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION 4. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO
THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUE AND THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 6. Notices. All notices hereunder shall be given in
accordance with the provisions of Section 9.02 of the Credit Agreement.
SECTION 7. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their duly authorized officers, all as of the date and
year first above written.
JAFRA COSMETICS INTERNATIONAL, INC.,
By
/s/ Ronald B. Clark
------------------------------------
Name: Ronald B. Clark
Title: Chief Executive Officer
DISTRIBUIDORA COMERCIAL JAFRA S.A.
DE C.V.,
by
/s/ Ronald B. Clark
------------------------------------
Name: Ronald B. Clark
Title: Chief Executive Officer
JAFRA WORLDWIDE HOLDINGS (LUX) S.AR.L.,
by
/s/ Ralph S. Mason, III
------------------------------------
Name: Ralph S. Mason, III
Title: Fonde de pouvoir
By
/s/ Michael A. DiGregorio
------------------------------------
Name: Michael A. DiGregorio
Title: Fonde de pouvoir
3
CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch,
individually and as Administrative
Agent,
By
/s/ Karl M. Studer
------------------------------------
Name: Karl M. Studer
Title: Director
By
/s/ Ian W. Nalitt
------------------------------------
Name: Ian W. Nalitt
Title: Associate
MERRILL LYNCH CAPITAL CORPORATION,
By
/s/ Cecile Baker
------------------------------------
Name: Cecile Baker
Title: Vice President
4
Signature Page to Amendment No. 1 dated
as of June 25, 2003
Name of Lender: Natexis Banques Populaires
By
/s/ Frank H. Madden, Jr.
-------------------------------------------
Name: Frank H. Madden, Jr.
Title: Vice President & Group Manager
By
/s/ Michael J. Storms
-------------------------------------------
Name: Michael J. Storms
Title: Associate
5