EXHIBIT 4.7
CONFORMED COPY
AMENDMENT NO. 1 dated as of August 26, 1998
(this "Amendment"), to the Credit Agreement
dated as of April 30, 1998 (the "Credit
Agreement"), among JAFRA COSMETICS
INTERNATIONAL, INC. (formerly CDRJ Acquisition
Corporation), a Delaware corporation ("JCI"),
JAFRA COSMETICS INTERNATIONAL, S.A. de C.V., a
sociedad anonima de capital variable organized
under the laws of Mexico ("JCISA" and, together
with JCI, the "Borrowers"), CDRJ INVESTMENTS
(LUX) S.A., a societe anonyme organized under
the laws of Luxemburg ("Parent"), the several
banks and financial institutions party to the
Credit Agreement (the "Lenders"), the Issuing
Bank and CREDIT SUISSE FIRST BOSTON, a bank
organized under the laws of Switzerland, acting
through its New York 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. Section 7.02(j) of the Credit Agreement requires that it shall be an
Event of Default if a cash equity contribution (including from the sale of any
capital stock of Parent, to Parent shall fail to be made within 120 days after
the Closing Date in an amount at least equal to the difference between (a)
$80,000,000 and (b) the cash equity contribution made to Parent on the Closing
Date.
C. Parent and the Borrowers have requested that the Required Lenders and
the Administrative Agent consent to an amendment to Section 7.02(j) of the
Credit Agreement, and the Administrative Agent and the Required Lenders are
willing to consent to such amendment, on the terms and subject to the
conditions set forth herein.
D. 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 to Section 7.02(j). Section 7.02(j) of the Credit
Agreement is hereby amended by deleting the number "120" in such Section and
substituting therefor the number "165".
SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, each of Parent and each Borrower represents
and warrants to each of the Lenders and the Administrative Agent that (a) the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects on and as of the date hereof with
the same effect as though made on and as of the date hereof, except to the
extent such representations and warranties expressly
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relate to an earlier date, and (b) as of the date hereof no Default or Event of
Default has occurred and is continuing.
SECTION 3. 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 the Required Lenders.
SECTION 4. 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. Nothing
herein shall be deemed to entitle Parent or either Borrower to a consent to, or
a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.
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 5. 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 an signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
SECTION 6. 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 SUCH PRINCIPLES OR RULES WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.
SECTION 7. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.02 of the Credit Agreement.
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SECTION 8. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
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/ Ralph S. Mason, III
---------------------------------
Name: Ralph S. Mason, III
Title: Executive Vice President
JAFRA COSMETICS INTERNATIONAL,
S.A. DE C.V.,
by /s/ Ralph S. Mason, III
---------------------------------
Name: Ralph S. Mason
Title: Executive Vice President
CDRJ INVESTMENTS (LUX) S.A.,
by /s/ Ralph S. Mason, III
---------------------------------
Name: Ralph S. Mason
Title: fonde de pouvoir
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CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
by /s/ David W. Kratovil
---------------------------------
Name: DAVID W. KRATOVIL
Title: DIRECTOR
by /s/ Joel Glodowski
---------------------------------
Name: JOEL GLODOWSKI
Title: MANAGING DIRECTOR
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by /s/ Daniel T. Rencrien
---------------------------------
Name: Daniel T. Rencrien
Title: Vice President
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THE BANK OF NEW YORK
by /s/ Julie B. Follosco
---------------------------------
Name: JULIE B. FOLLOSCO
Title: VICE PRESIDENT
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THE CHASE MANHATTAN BANK,
by /s/ Kathryn A. Duncan
---------------------------------
Name: Kathryn A. Duncan
Title: Vice President
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CITY NATIONAL BANK,
by /s/ Steven K. Sloan
---------------------------------
Name: Steven K. Sloan
Title: Vice President
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MARINE MIDLAND BANK,
by /s/ Christopher F. French
---------------------------------
Name: CHRISTOPHER F. FRENCH
Title: AUTHORIZED SIGNATORY
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UNION BANK OF CALIFORNIA, N.A.,
by /s/ J. Scott Jessup
---------------------------------
Name: J. Scott Jessup
Title: Vice-President
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NATEXIS BANQUE-BFCE,
by /s/ Iain A. Whyte
---------------------------------
Name: Iain A. Whyte
Title: Vice President
by /s/ Daniel Touffu
---------------------------------
Name: DANIEL TOUFFU
Title: FIRST VP AND REGIONAL MANAGER