Exhibit 4.15
FIRST SUPPLEMENTAL INDENTURE dated as of May 20, 2003 (this "Supplemental
Indenture"), among Jafra Cosmetics International, S.A. de C.V., Distribuidora
Venus, S.A. de C.V., Dirsamex, S.A. de C.V., Serviday, S.A. de C.V., Cosmeticos
y Fragancias, S.A. de C.V., JafraFin S.A. de C.V. and Jafra Cosmetics, S.A. de
C.V., each a corporation organized under the laws of Mexico, (each an "Initial
Mexican Subsidiary Guarantor" and, collectively, the "Initial Mexican Subsidiary
Guarantors"), Jafra Cosmetics International, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, and Distribuidora
Comercial Jafra, S.A. de C.V., a corporation organized under the laws of Mexico
(together with their respective successors and assigns, the "Issuers"), and each
other existing Note Guarantor under the Indenture referred to below (the
"Existing Guarantors"), and U.S. Bank National Association, 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 May 20, 2003 (as amended,
supplemented, waived or otherwise modified, the "Indenture"), providing for the
issuance of 10-3/4% Senior Subordinated Notes Due 2011 of the Issuers (the
"Notes");
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 Initial
Mexican
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 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 Initial Mexican Subsidiary Guarantor
hereby agrees, jointly and severally with all other Initial Mexican Subsidiary
Guarantors, fully and unconditionally, to guarantee, on a senior subordinated
basis, the Guaranteed Jafra Distribution (Mexico) 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 Initial Mexican Subsidiary Guarantor is
subject to the subordination provisions of the Indenture.
3. Termination, Release and Discharge. Each Initial Mexican Subsidiary
Guarantor's Note Guarantee shall terminate and be of no further force or effect,
and such Initial Mexican 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 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 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 SAME ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND 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.
6. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all
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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 or as to the
accuracy of the recitals to this Supplemental Indenture.
7. Counterparts. The parties hereto may sign one or more copies of 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 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.
JAFRA COSMETICS INTERNATIONAL, INC.,
as Issuer on a several, and not joint, basis
and as an Existing Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Executive Vice President
DISTRIBUIDORA COMERCIAL JAFRA, S.A. de
C.V., as Issuer on a several, and not joint,
basis and as an Existing Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Executive Vice President
JAFRA WORLDWIDE HOLDINGS (Lux),
S.AR.L., as an Existing Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Executive Vice President
JAFRA COSMETICS INTERNATIONAL, S.A. de C.V.,
as Initial Mexican Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Executive Vice President
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COSMETICOS Y FRAGANCIAS, S.A. de C.V.,
as Initial Mexican Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
JAFRA COSMETICS, S.A. de C.V., as Initial
Mexican Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
DISTRIBUIDORA VENUS, S.A. de C.V., as
Initial Mexican Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
DIRSAMEX, S.A. de C.V., as Initial Mexican
Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
SERVIDAY, S.A. de C.V., as Initial Mexican
Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
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JAFRAFIN, S.A. DE C.V., as Initial Mexican
Subsidiary Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Executive Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice President
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