AMENDMENT TO CREDIT AGREEMENT



 





EXHIBIT 4.1



          AMENDMENT NO. 2 (this “Amendment”), dated as of May 27, 2004, to the
CREDIT AGREEMENT, dated as of May 20, 2003 (as previously amended, the “Credit
Agreement”), among JAFRA COSMETICS INTERNATIONAL, INC., a Delaware corporation
(“JCI”), DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE C.V., a sociedad anónima de
capital variable organized under the laws of Mexico (“DCJ” and, with JCI, the
“Borrowers”), JAFRA WORLDWIDE HOLDINGS (LUX) S.à.R.L., a société à
responsabilité limitée organized under the laws of Luxembourg (“Parent”), the
Lenders (as defined in the Credit Agreement), the Issuing Bank (as defined in
the Credit Agreement) and CREDIT SUISSE FIRST BOSTON, as administrative agent
(in such capacity, the “Administrative Agent”) and collateral agent (in such
capacity, the “Collateral Agent”) for the Lenders.



W I T N E S S E T H:




          WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have agreed to make, and have made, certain loans and other extensions of
credit to the Borrowers;



          WHEREAS, the Borrowers have requested that certain provision of the Credit
Agreement be amended as set forth herein; and



          WHEREAS, the Lenders are willing to agree to such amendments on the terms
set forth herein;



          NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree as follows:



          I. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.



          II. Amendments to Section 1.01. Section 1.01 of the Credit Agreement is
hereby amended by:



          (i) adding the following definitions in their appropriate alphabetical
order:




     “‘Acquisition’ shall mean the acquisition of all of the Capital
Stock of the Ultimate Parent by Vorwerk & Co. eins GmbH, a company
organized under the laws of the Federal Republic of Germany.”




     “‘Vorwerk Group’ shall mean Vorwerk & Co. eins GmbH, a company
organized under the laws of the Federal Republic of Germany, and any
Affiliates thereof.”



          (ii) deleting “and” at the end of clause (A) of clause (a) of the
definition of “Change of Control” and substituting in lieu thereof a comma.



          (iii) adding the following to the end of clause (B) of clause (a) of the
definition of “Change of Control”:



          “and (C) shall not be a Permitted Investor”



 









 





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          (iv) adding the following to the end of clause (c) of the definition of
“Change of Control”:



          “(other than as a result of the Acquisition)”



          (v) deleting clause (a) of the definition of “Permitted Investor” and
substituting in lieu thereof the following:



          “(a) the Vorwerk Group”



          III. Amendments to Section 6.06. Section 6.06 of the Credit Agreement is
hereby amended by (i) deleting the reference to “and” at the end of clause (d);
(ii) deleting the period at the end of clause (e) and substituting in lieu
thereof “; and”; and (iii) adding the following clause (f):




     “(f) on or after the consummation of the Acquisition, either
Borrower and any other Subsidiary may make cash payments to holders of
options in exchange for the cancellation of such options in connection
with the Acquisition in an aggregate amount not to exceed $21,000,000.”



          IV. Amendment to Section 6.10. Section 6.10 of the Credit Agreement is
hereby amended by adding the following to the end thereof:




     “Notwithstanding the foregoing, the Borrowers may repurchase the New
Notes upon the occurrence of a Change of Control (as defined in the New
Note Documents) as a result of the Acquisition in accordance with the
Change of Control repurchase requirements of the New Note Documents. The
Borrowers hereby agree that (i) no more than $10,000,000 of proceeds of
Revolving Loans, Swingline Loans or cash on hand from time to time at the
Borrowers and their respective Subsidiaries (other than cash invested in
or loaned to the Borrowers by a Permitted Investor) may be used to make
such repurchases and (ii) if the aggregate amount expended by the
Borrowers to make such repurchases would exceed $25,000,000, then, prior
thereto, the Borrowers shall either (a) terminate the Commitments, repay
all outstanding Loans, together with accrued and unpaid interest thereon,
pay all accrued and unpaid Fees, expenses and other Obligations then due
or outstanding under this Agreement and the other Loan Documents and
return for cancellation all outstanding Letters of Credit (or enter into
other arrangements satisfactory to the Issuing Bank and the
Administrative Agent with respect thereto) or (b) have issued to the
Administrative Agent, for its benefit and for the benefit of the other
Secured Parties, an irrevocable, multiple draw, standby letter of credit,
in form and substance and from a bank satisfactory to the Administrative
Agent, in an aggregate face amount equal to $88,000,000 less the sum of
(i) the total amount of Term Loans repaid or prepaid on or after May 19,
2004, and on or prior to the date such letter of credit is issued, and
(ii) the total amount by which the Revolving Credit Commitments are
permanently reduced by the Borrowers in accordance with the terms of this
Agreement on or after May 19, 2004, and on or prior to the date such
letter of credit is issued.”



          V. Effective Date. This Amendment shall become effective on the date (the
“Effective Date”) on which Parent, the Borrowers, the Administrative Agent and
the Required Lenders shall have duly executed and delivered to the
Administrative Agent this Amendment and the consummation of the Acquisition has
occurred.



 









 





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          VI. Termination. This Amendment, and the amendments to the Credit
Agreement contained herein, shall terminate and be of no further force and
effect, with the immediate result that an Event of Default shall be deemed to
exist, on the date that is 90 days after the Effective Date.



          VII. Future Amendments. The Borrowers hereby agree that, notwithstanding
anything to the contrary contained in the Credit Agreement, any future
amendment, waiver or other modification of the Credit Agreement will require
the consent of each of the Lenders.



          VIII. Representations and Warranties. The Borrowers hereby represent and
warrant that (a) each of the representations and warranties in Article III of
the Credit Agreement shall be, after giving effect to this Amendment, true and
correct in all material respects as if made on and as of the Effective Date
(unless such representations and warranties are stated to relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date) and (b) after
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing.



          IX. No Other Amendments; Confirmation. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.



          X. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.



          XI. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.



 









 





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          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.



	 	 	 	 	 
	 	 	JAFRA WORLDWIDE HOLDINGS (LUX) S.à.R.L.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael DiGregorio
	

	 	 	 	
 
	

	 	Name:
	 	Michael DiGregorio
	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Eshleman
	

	 	 	 	
 
	

	 	Name:
	 	Gary Eshleman
	

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	JAFRA COSMETICS INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael DiGregorio
	

	 	 	 	
 
	

	 	Name:
	 	Michael DiGregorio
	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Eshleman
	

	 	 	 	
 
	

	 	Name:
	 	Gary Eshleman
	

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE C.V.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael DiGregorio
	

	 	 	 	
 
	

	 	Name:
	 	Michael DiGregorio
	

	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary Eshleman
	

	 	 	 	
 
	

	 	Name:
	 	Gary Eshleman
	

	 	Title:
	 	Treasurer







 









 






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	 	 	CREDIT SUISSE FIRST BOSTON, acting through
its Cayman Islands branch, individually and
as Administrative Agent, Collateral Agent,
Swingline Lender and Lead Arranger
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Karl Studer
	 	/s/ Daniel Ludwig
	 	 	 	 	
 
	

	 	Name:
	 	Karl Studer
	 	Daniel Ludwig
	

	 	Title:
	 	Director
	 	AVP







 









 






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	 	 	Signature page to AMENDMENT NO. 2, dated as
of May 27, 2004, to the CREDIT AGREEMENT,
dated as of May 20, 2003 (as previously
amended, the “Credit Agreement”), among
JAFRA COSMETICS INTERNATIONAL, INC., a
Delaware corporation (“JCI”), DISTRIBUIDORA
COMERCIAL JAFRA, S.A. DE C.V., a sociedad
anónima de capital variable organized under
the laws of Mexico (“DCJ” and, with JCI,
the “Borrowers”), JAFRA WORLDWIDE HOLDINGS
(LUX) S.à.R.L., a société à responsabilité
limitée organized under the laws of
Luxembourg (“Parent”), the Lenders (as
defined in the Credit Agreement), the
Issuing Bank (as defined in the Credit
Agreement) and CREDIT SUISSE FIRST BOSTON,
as administrative agent (in such capacity,
the “Administrative Agent”) and collateral
agent (in such capacity, the “Collateral
Agent”) for the Lenders.
	 
	 	 	 	 
	

	 	 	 	/s/ Steven K. Sloan
	 	 	
 
	 	 	City National Bank
	 
	 	 	 	 
	

	 	By
	 	Steven K. Sloan
	

	 	 	 	
 
	

	 	Title:
	 	Senior Vice President







 









 






 6



	 	 	 	 	 
	 	 	Signature page to AMENDMENT NO. 2, dated as
of May 27, 2004, to the CREDIT AGREEMENT,
dated as of May 20, 2003 (as previously
amended, the “Credit Agreement”), among
JAFRA COSMETICS INTERNATIONAL, INC., a
Delaware corporation (“JCI”), DISTRIBUIDORA
COMERCIAL JAFRA, S.A. DE C.V., a sociedad
anónima de capital variable organized under
the laws of Mexico (“DCJ” and, with JCI,
the “Borrowers”), JAFRA WORLDWIDE HOLDINGS
(LUX) S.à.R.L., a société à responsabilité
limitée organized under the laws of
Luxembourg (“Parent”), the Lenders (as
defined in the Credit Agreement), the
Issuing Bank (as defined in the Credit
Agreement) and CREDIT SUISSE FIRST BOSTON,
as administrative agent (in such capacity,
the “Administrative Agent”) and collateral
agent (in such capacity, the “Collateral
Agent”) for the Lenders.
	 
	 	 	 	 
	

	 	 	 	Merrill Lynch Capital Corp.
	 	 	
 
	 	 	[NAME OF LENDER]
	 
	 	 	 	 
	

	 	By
	 	/s/ Chantal Simon
	

	 	 	 	
 
	

	 	Title:
	 	Vice President







 









 






 6



	 	 	 	 	 
	 	 	Signature page to AMENDMENT NO. 2, dated as
of May 27, 2004, to the CREDIT AGREEMENT,
dated as of May 20, 2003 (as previously
amended, the “Credit Agreement”), among
JAFRA COSMETICS INTERNATIONAL, INC., a
Delaware corporation (“JCI”), DISTRIBUIDORA
COMERCIAL JAFRA, S.A. DE C.V., a sociedad
anónima de capital variable organized under
the laws of Mexico (“DCJ” and, with JCI,
the “Borrowers”), JAFRA WORLDWIDE HOLDINGS
(LUX) S.à.R.L., a société à responsabilité
limitée organized under the laws of
Luxembourg (“Parent”), the Lenders (as
defined in the Credit Agreement), the
Issuing Bank (as defined in the Credit
Agreement) and CREDIT SUISSE FIRST BOSTON,
as administrative agent (in such capacity,
the “Administrative Agent”) and collateral
agent (in such capacity, the “Collateral
Agent”) for the Lenders.
	 
	 	 	 	 
	

	 	 	 	The Bank of New York
	 	 	
 
	 	 	[NAME OF LENDER]
	 
	 	 	 	 
	

	 	By
	 	/s/ Mehrasa Raygani
	

	 	 	 	
 
	

	 	Title:
	 	Mehrasa Raygani
	

	 	 	 	Vice President








 










 





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	 	 	Signature page to AMENDMENT NO. 2, dated as of May 27, 2004, to
    the CREDIT AGREEMENT, dated as of May 20, 2003 (as previously
    amended, the “Credit Agreement”), among JAFRA
    COSMETICS INTERNATIONAL, INC., a Delaware corporation
    (“JCI”), DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE C.V.,
    a sociedad anónima de capital variable organized under the
    laws of Mexico (“DCJ” and, with JCI, the
    “Borrowers”), JAFRA WORLDWIDE HOLDINGS (LUX)
    S.à.R.L., a société a responsabilité
    limitée organized under the laws of Luxembourg
    (“Parent”), the Lenders (as defined in the
    Credit Agreement), the Issuing Bank (as defined in the Credit
    Agreement) and CREDIT SUISSE FIRST BOSTON, as administrative
    agent (in such capacity, the “Administrative
    Agent”) and collateral agent (in such capacity, the
    “Collateral Agent”) for the Lenders.

	 
	 	 	 	 
	

	 	 	 	HSBC BANK USA
	 	 	
 
	 	 	[NAME OF LENDER]
	 
	 	 	 	 
	

	 	By
	 	/s/ Steve Prostor
	

	 	 	 	
 
	

	 	Title:
	 	Steve Prostor
	

	 	 	 	Vice President