CONFORMED COPY CREDIT AGREEMENT dated as of April 30, 1998,Credit Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
EXHIBIT 4.13 CONFORMED COPY PLEDGE AGREEMENT dated as of April 30, 1998, among CDRJ INVESTMENTS (LUX) S.A., a Luxembourg societe anonyme ("Parent"), CDRJ NORTH ATLANTIC (LUX) SARL, a Luxembourg societe a responsibilite limitee ("Lux SARL"), CDRJ LATIN...Pledge Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
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...Supplemental Indenture • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
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....Purchase Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv
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.
CDRJ ACQUISITION CORPORATION (to be renamed JAFRA COSMETICS INTERNATIONAL, INC.) and JAFRA COSMETICS INTERNATIONAL, S.A. de C.V., as several and not joint Issuers and as Note Guarantors,Jafra Cosmetics International Sa De Cv • September 4th, 1998
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...Credit Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
CONFORMED COPY -------------- JAFRA COSMETICS INTERNATIONAL 11 3/4% SENIOR SUBORDINATED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
JAFRA COSMETICS INTERNATIONALPurchase Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
EXHIBIT 10.2 CONFORMED COPY CONSULTING AGREEMENT --------------------Consulting Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
a) Term of Employment. Unless Executive's employment shall sooner ------------------ terminate pursuant to Section 7, Employer shall employ Executive for a term commencing on the date of the consummation of the Acquisition (the "Commencement Date")...Employment Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • Delaware
EXHIBIT 4.14 CONFORMED COPY SECURITY AGREEMENT dated as of April 30, 1998, among CDRJ ACQUISITION CORPORATION (to be renamed JAFRA COSMETICS INTERNATIONAL, INC.), a Delaware corporation ("JCI" or the "Grantor"), each subsidiary of JCI listed on...Security Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
STOCK PURCHASE WARRANT dated as of April 30, 1998, by and between CDRJ Investments (Lux) S.A., a Luxembourg societe anonyme (the "Company") and ------- CDRJ Acquisition Corporation, a Delaware corporation to be renamed Jafra Cosmetics International,...Stock Purchase • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
EXHIBIT 4.12 CONFORMED COPY PARENT GUARANTEE AGREEMENT dated as of April 30, 1998, between CDRJ INVESTMENTS (LUX) S.A., a Luxembourg societe anonyme (the "Guarantor") and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland,...Parent Guarantee Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
CONFORMED COPY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of April 30, 1998, among JAFRA COSMETICS INTERNATIONAL, S.A. DE C.V., a sociedad anonima de capital variable organized under the laws of the United Mexican States ("JCISA"),...Indemnity, Subrogation and Contribution Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
b) In connection with the Acquisition, the Company is or will be party to (i) a Stock Subscription Agreement, dated as of the date hereof (the - "Fund Stock Subscription Agreement"), between the Company and the CD&R Fund,...Registration and Participation Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
CONFORMED COPY JCI GUARANTEE AGREEMENT dated as of April 30, 1998, between CDRJ ACQUISITION CORPORATION (to be renamed Jafra Cosmetics International, Inc.), a Delaware corporation (the "Guarantor"), and CREDIT SUISSE FIRST BOSTON, a bank organized...Jci Guarantee Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
EXHIBIT 4.11 CONFORMED COPY JCISA SUBSIDIARY GUARANTEE AGREEMENT dated as of April 30, 1998, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of Jafra...Jcisa Subsidiary Guarantee Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
EXHIBIT 4.10 CONFORMED COPY JCISA GUARANTEE AGREEMENT dated as of April 30, 1998, between JAFRA COSMETICS INTERNATIONAL, S.A. DE C.V., a sociedad anonima de capital variable organized under the laws of the United Mexican States (the "Guarantor") and...Jcisa Guarantee Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • New York
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENTFiling and Security Agreement • September 4th, 1998 • Jafra Cosmetics International Sa De Cv • California
iii. Credit Suisse First Boston, a banking organization, organized and -------------------------- existing under the laws of Switzerland, having an office at Eleven Madison Avenue, New York, the United States of America, acting as Collateral Agent...Jafra Cosmetics International Sa De Cv • September 4th, 1998
