Exhibit 4.1


 


 


 


AVON PRODUCTS, INC.,


 


as Issuer


 


5.000% NOTES DUE 2023


 


 



 


ELEVENTH SUPPLEMENTAL INDENTURE


 


Dated as of January 21, 2021


 


To


 


INDENTURE


 


Dated as of February 27, 2008


 


 



 


Deutsche Bank Trust Company Americas,


 


as Trustee


 


 


 




     


     


    

ELEVENTH SUPPLEMENTAL INDENTURE, dated as
of the 21st day of January, 2021, between AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the
State of New York, as Issuer (herein called the “Company”), having its principal office at Building 6, Chiswick
Park, London, W4 5HR, United Kingdom, and DEUTSCHE BANK TRUST COMPANY AMERICAS, with its principal office at 60 Wall Street,
New York, New York 10005, a banking corporation duly organized under the State of New York, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has heretofore executed
and delivered an Indenture, dated as of February 27, 2008 (the “Original Indenture”) providing for the issuance
by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more
series (in the Original Indenture and herein called the “Securities”);


 


WHEREAS, the Company, in the exercise of
the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, duly determined to make,
execute and deliver to the Trustee (i) the Seventh Supplemental Indenture to the Original Indenture dated March 12, 2013 (the “Seventh
Supplemental Indenture”) as permitted by Sections 3.01 and 9.01 of the Original Indenture in order to establish the form
or terms of, and to provide for the creation and issue of, a series of Securities under the Original Indenture in the initial aggregate
principal amount of $500,000,000 designated as the “5.000% Notes due 2023” of the Company (collectively referred to
herein as the “Notes”) and (ii) the Ninth Supplemental Indenture to the Original Indenture dated as of July
26, 2019 (together with Seventh Supplemental Indenture and the Original Indenture, the “Indenture”) as permitted
by Section 9.02 of the Original Indenture in connection with the solicitation and receipt of consents by the Company from Holders
holding at least a majority in aggregate principal amount of the Notes to effect certain amendments to the Seventh Supplemental
Indenture;


 


WHEREAS, the Company has solicited
consents from the Holders of the Notes to certain proposed amendments (the “Proposed Amendments”), pursuant
to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated January 12, 2021 (the “Consent
Solicitation”);


 


WHEREAS, Holders that delivered
consents in connection with the Consent Solicitation have also consented to (i) the right (but not the obligation) of Natura &Co
Holding S.A. (“Natura &Co Holding”) to become a party to the Indenture to guarantee the Company’s
obligations with respect to the Notes and (ii) the right (but not the obligation), from time to time, to add covenants from Natura
&Co Holding to the Indenture for the benefit of the Holders to the Notes;


 


WHEREAS, the Company has obtained
the requisite consents to the Proposed Amendments to the Indenture set forth in this Eleventh Supplemental Indenture;


 






     


     


    

 


WHEREAS, the Trustee has received
an Officers’ Certificate of the Company and an Opinion of Counsel in accordance with Section 1.02 of the Indenture;


 


WHEREAS, pursuant to Section 2.11
of the Seventh Supplemental Indenture, the Trustee is authorized to execute and deliver this Eleventh Supplemental Indenture; and


 


WHEREAS, the Company is exercising the power
and authority conferred upon and reserved to it under the provisions of the Indenture to amend the provisions of the Seventh Supplemental
Indenture as herein provided and to make this Eleventh Supplemental Indenture a valid, binding and legal agreement of the Company;


 


NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


That, for and in consideration of the premises
and of the covenants contained in the Indenture and in this Eleventh Supplemental Indenture and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:


 


Article
1

Definitions and Other Provisions of General Application


 


Section 1.01.     
Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified
in the Indenture unless that term is otherwise defined herein.


 


Section 1.02.     
References. Each reference to a particular section set forth in this Eleventh Supplemental Indenture shall, unless
the context otherwise requires, refer to this Eleventh Supplemental Indenture.


 


Article
2

Amendments to the Indenture


 


Section 2.01.     
Amendments to the definition of GAAP. The definition of “GAAP” in the Original Indenture shall be amended
by deleting the existing definition and replacing such definition with the text as follows:


 


“GAAP” means
either (i) generally accepted accounting principles in the United States of America; or (ii) International Financial Reporting
Standards as issued by the International Accounting Standards Board, in each case as in effect from time to time.


 


Section 2.02.     
Amendments to the definition of Change of Control. The definition of “Change of Control” in the Seventh
Supplemental Indenture shall be amended to add the following words at the end of the definition:


 






    2 


     


    

 


“Notwithstanding the foregoing,
from the Guarantee Effectiveness Date, no transaction (including, without limitation, any merger or consolidation, or direct or
indirect sale, lease, transfer, conveyance or other disposition of the assets of the Company and its subsidiaries taken as a whole)
with the Guarantor or any of its direct or indirect subsidiaries shall constitute a Change of Control.”


 


Section 2.03.     
Insertion of Certain Additional Definitions. The following definitions shall be added to Section 1.01 of the Seventh
Supplemental Indenture, inserted in alphabetical order:


 


“Guarantee”
means an irrevocable and unconditional guarantee, on an unsecured basis, by the Guarantor of the full and punctual payment (whether
at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all
other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this
Indenture.”


 


“Guarantee Effectiveness
Date” means the date on which the Guarantee shall become effective and the Guarantor shall have become a party to this
Indenture.”


 


“Guarantor”
means Natura &Co Holding S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative
Republic of Brazil (or its successors and assigns).”


 


Section 2.04.     
Amendment to Reporting Covenant. Article II (Title and Terms of Securities) of the Seventh Supplemental Indenture
shall be amended to include the following Section:


 


2.14     Reports and Other Information.


 


		(a)	From the date hereof, (i) Section 10.08 of the Original
Indenture shall cease to apply to this Indenture; (ii) the Company shall no longer be required to comply with Section 10.08 of
the Original Indenture; and (iii) the Company shall furnish to the Holders of the Notes its annual audited consolidated financial
statements prepared in accordance with GAAP not later than 120 days after the close of its fiscal year and its interim unaudited
quarterly financial statements for each of the first three quarters of the fiscal year not later than 90 days after the close
of fiscal quarter.



 


		(b)	From the Guarantee Effectiveness Date, (i) Section 2.14(a)(iii)
hereof shall cease to apply to this Indenture; (ii) the Company shall no longer be required to comply with Section 2.14(a)(iii)
hereof; and (iii) the Guarantor shall furnish to the Holders of the Notes the Guarantor’s annual audited consolidated financial
statements prepared in accordance with GAAP not later than 120 days after the close of its fiscal year and its interim unaudited
quarterly financial statements for each of the first three quarters of the fiscal year not later than 90 days after the close
of fiscal quarter.



 






    3 


     


    

 


		(c)	The reporting obligations set forth in Section 2.14(a)
and Section 2.14(b) hereof shall be satisfied in the event the Company or the Guarantor, as applicable, makes such reports publicly
available on its website.



 


Section 2.05.     
Amendment to Consolidation, Merger, Conveyance, Transfer Or Lease Covenant. Section 8.01 of the Original Indenture
shall be amended to add the following words at the end of Section 8.01:


 


“From the Guarantee Effectiveness
Date, this Section 8.01 shall not apply to the extent the consolidation with or merger into or conveyance, transfer or lease is
with or into the Guarantor or any direct or indirect subsidiaries of the Guarantor.”


 


Article
3

Notes Guarantee Supplemental Indenture


 


Section 3.01.     
Guarantee by Natura &Co Holding. Subsequent to the date hereof, Natura &Co Holding shall have the right (but
not the obligation) to (i) become party to the Indenture and guarantee the Notes by execution and delivery of a supplemental indenture
and (ii) add covenants, from time to time, to the Indenture for the benefit of the Holders to the Notes.


 


Article
4

Miscellaneous Provisions


 


The Trustee makes no undertaking or representation
in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Eleventh Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.


 


Except as expressly amended hereby, the
Indenture, as heretofore amended and supplemented, shall continue in full force and effect in accordance with the provisions thereof,
and the Indenture is in all respects hereby ratified and confirmed. This Eleventh Supplemental Indenture and all its provisions
shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.


 


THIS ELEVENTH SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF
CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 






    4 


     


    

 


This Eleventh Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


 




    5 


     


    

IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of the day and year first above written.


 


	 	AVON PRODUCTS, INC.
	 	 
	 	 
	 	By:	/s/ Tom Greene
	 	 	Name:Tom Greene
	 	 	Title: Vice President and Treasurer



 


 


[Signature Page – Eleventh Supplemental
Indenture]






     


     


    

	 	
        DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

         

	 	 
	 	By:	/s/ Irina Golovashchuk
	 	 	Name: Irina Golovashchuk
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Kathryn Fischer
	 	 	Name:Kathryn Fischer
	 	 	Title: Vice President



 


 


[Signature Page – Eleventh Supplemental Indenture]