Supplemental Indenture dated as of January 8, 2004



 Exhibit 4.2 
  

FIRST SUPPLEMENTAL INDENTURE 
  
 First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 8, 2004, among Elizabeth Arden, Inc. (formerly
known as French Fragrances, Inc.), a Florida corporation (the “Company”), Elizabeth Arden International Holding, Inc. (formerly known as FFI International, Inc.), a Delaware corporation, FD Management, Inc., a Delaware
corporation, DF Enterprises, Inc., a Delaware corporation (collectively, the “U.S. Guarantors”), Elizabeth Arden (Zug) GmbH (formerly known as FFI GmbH) (the “Non U.S. Guarantor,” and together with the
U.S. Guarantors, collectively the “Guarantors”) each a wholly owned subsidiary of the Company, and HSBC Bank USA, as trustee under the indenture referred to below (the “Trustee”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the “Indenture”), dated as of January 23, 2001, providing for the issuance of an aggregate principal amount of $160,000,000 of 11 3/4% Senior Secured Notes due 2011 (the “Notes”); 
  
 WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Company, the Guarantors and the Trustee may amend the Indenture and the
Notes (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (the “Majority Holders”), and (ii) with the consent of the Holders of at least 85% in
aggregate principal amount of the then outstanding Notes (the “Supermajority Holders,” and together with the Majority Holders, the “Requisite Holders”) may amend or waive any of the provisions of the
Indenture and the Notes relating to the Collateral (as defined in the Indenture); 
  
 WHEREAS, consents have been solicited from the Holders of the outstanding Notes relating to the amendment and elimination of certain covenants, the release of collateral securing the Notes and other matters set forth
in this Supplement (the “Proposed Amendments”); 
  
 WHEREAS, the Requisite Holders have consented to the Proposed Amendments; 
  
 WHEREAS, the execution and delivery of this Supplement has been duly authorized and all conditions and requirements necessary to make this Supplement a valid and binding agreement of the Company have been duly
performed and complied with; and 
  
 WHEREAS, pursuant to Section
9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 
  
 ARTICLE I 
 AMENDMENTS TO INDENTURE 
  
 Section 1.01. Amendment
of Article 4. The following sections of Article 4 of the Indenture and any corresponding provisions in the Notes are hereby deleted in their entirety and replaced with “Intentionally Omitted” (except as otherwise noted) and all
references made thereto throughout the Indenture and the Notes are hereby deleted in their entirety (other than Sections 4.03 and 4.04, modified and provided herein): 
  
 (a) 4.03 Reports (the text of which shall be deleted in its entirety and replaced with “The Company shall comply with
the provisions of Section 314(a) of the TIA”); 
  
 (b) 4.04
Compliance Certificate (the text of which shall be deleted in its entirely and replaced with “The Company shall comply with the provisions of Section 314(a) of the TIA”); 
  
 (c) 4.05 Taxes; 
  
 (d) 4.07 Restricted Payments; 
  
 (e) 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries; 
  
 (f) 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock; 
  
 (g) 4.10 Change of Control; 
  
 (h) 4.11 Asset Sales; 
  
 (i) 4.12 Liens; 
  
 (j) 4.13 Transactions with Affiliates; 
  
 (k) 4.14 Business Activities; 
  
 (l) 4.16 Limitations on Preferred Stock or Preferred Equity Interests of Restricted Subsidiaries; 
  
 (m) 4.17 Payments for Consents; and 
  
 (n) 4.18 Additional Note Guarantees. 







 Section 1.02. Amendment of Article 5. Section 5.01(iii) and Section 5.01(iv) of the
Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and all references made thereto throughout the Indenture and the Notes are hereby deleted in their entirety. 
  
 Section 1.03. Amendment of Article 6. The following subsections
of Article 6, Section 6.01 of the Indenture and any corresponding provisions in the Notes, with respect to Events of Default are hereby deleted in their entirety and replaced with “Intentionally Omitted,” and all references made thereto
throughout the Indenture in their entirety: 
  
 (a) Section
6.01(iii); 
  
 (b) Section 6.01(v); 
  
 (c) Section 6.01(vi); 
  
 (d) Section 6.01(viii); and 
  
 Section 6.01(iv) of the Indenture shall be renumbered as Section 6.01 (iii)
and shall be amended in its entirety to read as follows: 
  
 “failure by the Applicant or any of its Subsidiaries to observe or perform in all material respects any covenant or agreement on the part of the Company or such Subsidiary contained in the Notes and the Indenture if that failure is not
remedied within 30 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding, specifying such default, requiring
that it be remedied and stating that such notice is a “Notice of Default;” 
  
 Section 1.04. Amendment of Article 10. Article 10 of the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced with “Intentionally
Omitted,” and all references made thereto throughout the Indenture and the Notes are hereby deleted in their entirety. 
  
 Section 1.05. Definitions. Definitions defined in Article 1 of the Indenture shall be deemed deleted when reference to such definitions
would be eliminated as a result of the foregoing amendments. 
  
 Section 1.06. Name of Securities. All references in the Indenture and Notes to “Senior Secured Notes” shall be deleted and replaced with “Senior Notes.” 
  
 Section 1.07. Section and Other References. To the extent any
amendments result in the renumbering of sections or clauses, any references thereto shall be deemed amended so as to refer to the amended section or clause. 







 ARTICLE II 
 Conditions; Effectiveness 
  
 Section 2.01. Conditions and Effectiveness. This Supplement shall become effective upon execution and delivery to the Trustee. This Supplement shall become operative upon satisfaction or waiver of the conditions set forth in
the applicable solicitation of consents in accordance with the Indenture. 
  
 ARTICLE III 
 Miscellaneous 
  
 Section 3.01. Indenture Ratified. Except as otherwise provided herein, the Indenture is in all respects
ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect. 
  
 Section 3.02. Counterparts. This Supplement may be executed in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument. 
  
 Section 3.03. Trustee Not Responsible. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the the Company and the Guarantors. 
  
 Section 3.04. Governing Law. The internal law of the State of New York shall govern and be used to construe the Supplement but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby. 
  
 Section 3.05. Successors. All covenants and agreements in this Supplement by the Company or the Trustee shall bind their respective successors and assigns, whether so expressed or not. 
  
 Section 3.06. Severability. In case any provisions in this
Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 







 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed
and attested, all as of the date first above written. 
  

			
	Elizabeth Arden, Inc.
		
	 By:
	 	 /s/ Oscar E. Marina


	 Name:
	 	 Oscar E. Marina

	 Title:
	 	 Senior Vice President

	
	Elizabeth Arden International Holding, Inc.
		
	 By:
	 	 /s/ Oscar E. Marina


	 Name:
	 	 Oscar E. Marina

	 Title:
	 	 Vice President

	
	FD Management, Inc.
		
	 By:
	 	 /s/ Oscar E. Marina


	 Name:
	 	 Oscar E. Marina

	 Title:
	 	 Vice President

	
	DF Enterprises, Inc.
		
	 By:
	 	 /s/ Oscar E. Marina


	 Name:
	 	 Oscar E. Marina

	 Title:
	 	 Vice President

	
	Elizabeth Arden (Zug) GmbH
		
	 By:
	 	 /s/ Oscar E. Marina


	 Name:
	 	 Oscar E. Marina

	 Title:
	 	 Attorney-in-Fact

	
	HSBC Bank USA, as Trustee
		
	 By:
	 	 /s/ Frank J. Godino


	 Name:
	 	 Frank J. Godino

	 Title:
	 	 Vice President