EXHIBIT 4.2
CONFORMED COPY
FIRST SUPPLEMENTAL INDENTURE dated as of April 30 (this "Supplemental
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Indenture"), among Consultoria Jafra, S.A. de C.V., Distribuidora Venus, S.A. de
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C.V., Dirsamex, S.A. de C.V., Reday, S.A. de C.V., Qualifax, S.A. de C.V., and
Jafra Cosmetics, S.R.L., each a corporation organized under the laws of Mexico,
(each a "Jafra S.A. Subsidiary Guarantor" and, collectively, the "Jafra S.A.
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Subsidiary Guarantors"), CDRJ Acquisition Corporation (to be renamed Jafra
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Cosmetics International, Inc.), a corporation duly organized and existing under
the laws of the State of Delaware, and Jafra Cosmetics International, S.A. de
C.V., a corporation organized under the laws of Mexico (together with their
respective successors and assigns, the "Issuers"), each other then existing Note
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Guarantor under the Indenture referred to below (the "Existing Guarantors"), and
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State Street Bank and Trust Company, as Trustee under the Indenture referred to
below.
W I T N E S S E T H:
WHEREAS, the Issuers, the Existing Guarantors and the Trustee have
heretofore become parties to an Indenture, dated as of April 30, 1998, as
amended (as amended, supplemented, waived or otherwise modified, the
"Indenture"), providing for the issuance of 11 3/4% Senior Subordinated Notes
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Due 2008 of the Issuers (the "Notes");
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WHEREAS, Section 1308 of the Indenture provides that the Issuers are
required to or may cause certain Subsidiary Guarantors to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Subsidiary
Guarantors shall guarantee their relevant parent Issuer's obligations under the
Notes pursuant to a Note Guarantee on the terms and conditions set forth herein
and in Article Thirteen of the Indenture;
WHEREAS, each Subsidiary Guarantor hereto desires to enter into such
supplemental indenture for good and valuable consideration, including but not
limited to substantial economic benefit in that the financial performance and
condition of such Subsidiary Guarantor is dependent on the financial performance
and condition of the relevant Issuer, the obligations hereunder of which such
Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor's access
to working capital through such Issuer's access to revolving credit borrowings
under the Senior Credit Agreement; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto
are authorized to execute and deliver this Supplemental Indenture to amend the
Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Subsidiary Guarantors, the Issuers, the Existing Guarantors and the Trustee
mutually covenant and agree for the benefit of the Holders of the Notes as
follows:
1. Defined Terms. As used in this Supplemental Indenture, terms
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defined in the Indenture or in the preamble or recitals hereto are used herein
as therein defined. The words "herein," "hereof" and "hereby" and other words of
similar import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each Jafra S.A. Subsidiary Guarantor
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hereby agrees, jointly and severally with all other Jafra S.A. Subsidiary
Guarantors and fully and unconditionally, to guarantee, on a senior subordinated
basis, the Guaranteed Jafra S.A. Obligations under the Indenture and the Notes
on the terms and subject to the conditions set forth in Article Thirteen of the
Indenture and to be bound by (and shall be entitled to the benefits of) all
other applicable provisions of the Indenture as a Note Guarantor. The Note
Guarantee of each Jafra S.A. Subsidiary Guarantor is subject to the subordinate
provisions of the Indenture.
3. Termination, Release and Discharge. Each Jafra S.A. Subsidiary
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Guarantor's Note Guarantee shall terminate and be of no further force or effect,
and such Jafra S.A. Subsidiary Guarantor shall be released and discharged from
all obligations in respect of such Note Guarantee, as and when provided in
Section 1303 of the Indenture.
4. Parties. Nothing in this Supplemental Indenture is intended or
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shall be construed to give any Person, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of each Note
Guarantor's Note Guarantee hereunder or any provision contained herein or in
Article Thirteen of the Indenture.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
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AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE
TRUSTEE, THE ISSUERS, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR
ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY
UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SUPPLEMENTAL INDENTURE.
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6. Ratification of Indenture; Supplemental Indentures Part of
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Indenture. Except as expressly amended hereby, the Indenture is in all respects
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ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. The Trustee makes
no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.
7. Counterparts. The parties hereto may sign one or more copies of
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this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.
8. Headings. The section headings herein are for convenience of
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reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
CONSULTORIA JAFRA, S.A. de C.V., as Jafra S.A.
Subsidiary Guarantor
By: /s/ Xxxxxx X. Ireland
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Name: Xxxxxx X. Ireland
Title: Attorney In Fact
DISTRIBUIDORA VENUS, S.A. de C.V., as Jafra S.A.
Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxx III
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Name: Xxxxx X. Xxxxx III
Title: Vice Chairman, Executive Vice
President and General Counsel
DIRSAMEX, S.A. de C.V., as Jafra S.A. Subsidiary
Guarantor
By: /s/ Xxxxx X. Xxxxx III
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Name: Xxxxx X. Xxxxx III
Title: Vice Chairman, Executive Vice
President, General Counsel
REDAY, S.A. de C.V., as Jafra S.A. Subsidiary
Guarantor
By: /s/ Xxxxxx X. Ireland
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Name: Xxxxxx X. Ireland
Title: Attorney In Fact
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QUALIFAX, S.A. de C.V., as Jafra S.A. Subsidiary
Guarantor
By: /s/ Xxxxx X. Xxxxx III
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Name: Xxxxx X. Xxxxx III
Title: Vice Chairman, Executive Vice
President, General Counsel
JAFRA COSMETICS, S.R.L., as Jafra S.A. Subsidiary
Guarantor
By: /s/ Xxxxxx X. Ireland
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Name: Xxxxxx X. Ireland
Title: Attorney In Fact
CDRJ ACQUISITION CORPORATION,
as Issuer on a several, and not joint, basis and
as an Existing Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
JAFRA COSMETICS INTERNATIONAL S.A. de C.V., as
Issuer on a several, and not joint, basis, and as
an Existing Guarantor
By: /s/ Xxxxx X. Xxxxx III
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Name: Xxxxx X. Xxxxx III
Title: Vice Chairman, Executive Vice
President and General Counsel
CDRJ INVESTMENTS (LUX) S.A., as an Existing
Guarantor
By: /s/ Xxxxxx X. Ireland
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Name: Xxxxxx X. Ireland
Title: Treasurer and Director
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XXXXX XXXXXX XXXX AND TRUST COMPANY, as Trustee
By: /s/ X.X. Xxxx, Xx.
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Name: X.X. Xxxx, Xx.
Title: Vice President
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