EXHIBIT 4.4
CONFORMED COPY
PURCHASE AGREEMENT AMENDMENT
Reference is made to the Purchase Agreement dated April 28, 1998 (the
"Purchase Agreement"), among CDRJ Acquisition Corporation ("Acquisition Co."),
Jafra Cosmetics International, S.A. de C.V. ("Jafra S.A."), CDRJ Investments
(Lux) S.A. ("Parent"), and Credit Suisse First Boston Corporation and Chase
Securities Inc. (the "Purchasers") relating to $100,000,000 in aggregate
principal amount of 11 3/4% Senior Subordinated Notes Due 2008 (the "Offered
Securities") issued severally by Acquisition Co. and Jafra S.A. under the
Indenture dated as of April 30, 1998, among Acquisition Co., Jafra S.A., Parent
and State Street Bank and Trust Company, as trustee. All capitalized terms used
but not defined herein shall have the meanings set forth in the Purchase
Agreement.
Each of the Subsidiary Guarantors named in Schedule B to the Purchase
Agreement hereby agrees with the Purchasers that it shall hereby becomes a party
to the Purchase Agreement whereupon it shall become fully liable, jointly and
severally with Jafra S.A., for the performance of all obligations of Jafra S.A.
contained therein, including those contained in Section 7 (Indemnification and
Contribution), and shall be entitled to the benefits of all rights of Jafra S.A.
contained therein, in each case to the same extent as if it had been party to
the Purchase Agreement ab initio. Except as supplemented hereby, the Purchase
Agreement shall continue in full force and effect.
This instrument may be executed in counterparts, and shall be governed
by, and shall be construed in accordance with the laws of the State of New York.
Each Subsidiary Guarantor hereby submits to the jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceedings arising out of or relating to this Agreement or transactions
contemplated hereby and appoints the U.S. Issuer as its authorized agent upon
which process may be served in any such suit or proceedings. Each Subsidiary
Guarantor further agrees to take any and all action as may be necessary to
maintain such appointment of such agent in full force and effect for a period of
three years from the date of this Agreement.
Date: April 30, 1998
Reday, S.A. de C.V.,
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
Distribuidora Venus, S.A. de C.V.,
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
Dirsamex, S.A. de C.V.,
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Qualifax, S.A. de C.V.,
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Jafra Cosmetics, S.R.L.,
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
Consultoria Jafra, S.A. de C.V.,
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
The foregoing Purchase Agreement Amendment
is hereby confirmed and accepted
as of the date first above written.
Credit Suisse First Boston Corporation
Chase Securities Inc.
By: Credit Suisse First Boston Corporation
By /s/ M. Xxx Xxxxxx
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Name: M. Xxx Xxxxxx
Title: Director
