EXHIBIT 4.1


 


PROMISSORY NOTE


 


Date: May 17, 2022


 


FOR VALUE RECEIVED, and subject
to the terms and conditions set forth herein, Avon Products, Inc., a corporation organized under the laws of the state of New York, having
its registered office at 1 Avon Place, Suffern, NY 10901, USA (the “Issuer”), hereby unconditionally promises to pay
to the order of Natura &Co UK Holdings Plc, a company organized and existing in accordance with the laws of United Kingdom, with registered
address at Nunn Mills Road, Northampton, NN1 5PA, United Kingdom, or its assigns (the “Noteholder”), the principal
amount of USD 405,000,000 together with all accrued interest thereon, as provided in this Promissory Note (the “Note”).
The Issuer and Noteholder are hereinafter collectively referred to as the “Parties” and individually as “Party”.


 


NOW THEREFORE, the Issuer agrees as follows:


 


Section 1.Definitions.


 


1.1       For
the purpose of this Note, the following terms shall have the meaning assigned to them below unless the context requires otherwise:


 


		(a)	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.



 


		(b)	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open
for general business in London.



 


		(c)	“Dollars” and the sign “$” shall each mean freely transferable lawful
money of the United States.



 


		(d)	“Effective Date” has the meaning as defined in Section 5.1.



 


		(e)	“Event of Default” means any of the events provided in Section 7.



 


		(f)	“Holding Company” means in relation to a person, any other person in respect of which
it is a Subsidiary.



 


		(g)	“Interest” means any interest amounts, which shall become due by the Issuer pursuant
to this Note.



 


		(h)	“Interest Rate” means the rate of interest as set forth in Section 3.



 


		(i)	“Loan” has the meaning as defined in Section 2.1.



 




     

     

    

		(j)	“Maturity Date” means 17 May 2029.



 


		(k)	“Principal Amount” has the meaning as defined in Section 2.1.



 


		(l)	“Subsidiary” means any corporation, limited liability company or other entity in which
a person directly or indirectly owns all of the equity interests.



 


Section 2.The Loan.


 


2.1       Principal
Amount. As at the Effective Date, the Issuer shall be obliged to pay to the Noteholder the amount of USD 405,000,000 (together with
any accrued but unpaid Interest under Section 3, the “Principal Amount”), subject to the terms and conditions as set
forth herein, hereinafter referred to as the “Loan”.


 


2.2       Maturity
of Loan. Without prejudice to Sections 4 and 7, the Loan shall be due and payable by the Issuer on the date that is the earlier of
(i) the Maturity Date; or (ii) at the election of the Noteholder as set forth herein, upon the occurrence of an Event of Default.


 


Section 3.Interest.


 


3.1 Interest Rate. The
Interest on the Principal Amount of the Loan shall accrue at a rate equal to six point seventy one percent (6.71%) per annum (the “Interest
Rate”). Interest accruals and payments will be calculated on an actual number of days divided by 360. Accrued Interest is due
and payable annually and on the Maturity Date. In the event that the interest payment date falls on a day that is not a Business Day,
the payment shall be payable on the next Business Day.


 


Section 4.Optional Prepayments


 


4.1       Optional
Prepayments. Issuer has the right to prepay, in whole or in part, without premium or penalty, the Loan upon providing not less than
three (3) Business Days’ notice to Noteholder of the amount of the Loan to be prepaid. All prepayments of the Loan shall include
the payment of any accrued Interest on the Principal Amount being prepaid to (but excluding) the date of prepayment.


 


4.2       Application
of Payments. Unless the Parties shall decide otherwise, any repayment of the Loan under this Note shall be applied in satisfaction
of (i) collections and costs, if any; (ii) accrued Interest; and (iii) the outstanding Principal Amount.


 


Section 5.Conditions Precedent.


 


5.1       Effective
Date. The effectiveness of this Note and of all obligations of the Issuer hereunder, including to make the payments to the Noteholder
as set forth in


 




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Section 2, is subject to the
occurrence of the following conditions, such date of occurrence, the “Effective Date”:


 


		(a)	the Noteholder shall have acknowledged, in writing, receipt of the executed Note; and



 


		(b)	the Issuer shall have received the Principal Amount, from the Noteholder, in Dollars and in immediately
available funds; provided that, the Noteholder shall be required to effectuate such transfer between May 17, 2022 and May 20, 2022.



 


Section 6.Representations
and Warranties.


 


6.1       Representations
and Warranties of the Issuer. The Issuer represents and warrants as follows:


 


		(a)	the Issuer is a company duly organized, validly existing and in good standing under the laws of the state
of New York;



 


		(b)	the execution, delivery and performance by the Issuer of its obligations under this Note are within the
Issuer’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene:



 


		(i)	the Issuer’s Articles of Association or similar governing documents; or



 


		(ii)	any law or any judgment or contractual restriction binding on or affecting the Issuer;



 


		(c)	no authorization or approval (including exchange control approval) or other action by, and no notice to
or filing with, any governmental authority or regulatory body which has not already been obtained or made is required for the due execution,
delivery and performance by the Issuer of this Note; and



 


		(d)	this Note is the legal, valid and binding obligation of the Issuer enforceable against Issuer in accordance
with its terms.



 


Section 7.Covenants of
Issuer.


 


7.1       No
Fundamental Changes. The Issuer shall not directly or indirectly merge, consolidate, amalgamate or liquidate itself with any person
or entity (other than an Affiliate) without the permission of the Noteholder. The Issuer shall not directly or indirectly convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business assets
to any person or entity (other than an Affiliate) without the permission of the Noteholder.


 




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7.2       Limitation
on Distributions. The Issuer shall not distribute any amount to the holder of its equity interest if at the time proposed for such
distribution an Event of Default has occurred and is continuing.


 


Section 8.Events of Default.


 


8.1       Events
of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:


 


		(a)	(i) the involuntary filing of a petition for insolvency or the suspension of payments regarding the Issuer;
(ii) the involuntary liquidation or composition with creditors of the Issuer; or (iii) an attachment maintained for at least two (2) months
in respect of all or substantially all of the assets of the Issuer;



 


		(b)	the Issuer becomes insolvent or unable to pay its debts as they mature, ceases to pay its debts as they
mature in the ordinary course of business or makes a general assignment for the benefit of its creditors;



 


		(c)	the Issuer fails to pay any amount due by it under this Note on the dates and in the manner provided herein,
but, with respect to the payment of any Interest due hereunder, only after having been notified thereof in writing and having not remedied
such failure within two (2) calendar weeks after the date of such notification;



 


		(d)	it shall become unlawful for any of the Parties to maintain the Loan or perform any other of its respective
obligations thereunder, or this Note shall cease to be effective and enforceable in accordance with its terms;



 


		(e)	any representation or warranty made or deemed made in connection with this Note, including those set forth
in Section 6, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished, and such failure
continues un-remedied for thirty (30) days after written notice from the Noteholder to the Issuer; or



 


		(f)	the Issuer materially breaches a covenant contained in Section 7.



 


8.2       Remedies.
Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder
may, at its option, by written notice to the Issuer and with immediate effect (a) declare the entire Principal Amount of the Note, together
with all accrued interest thereon and all other


 




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amounts payable hereunder, immediately
due and payable and (b) exercise any or all of its rights, powers or remedies under applicable law.


 


Section 9.Notices.


 


9.1 Notices. All notices
and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand, messenger, courier, or by telecommunication to the addresses stated hereinabove or other address
notified to the Parties, to the attention of, in the case of Issuer, one of the directors or the company secretary and, in the case of
Noteholder, to one of the directors.


 


Section 10.Applicable
Law and Settlement of Disputes.


 


10.1       Applicable
Law. This Note and all matters, claims or causes of action based upon, arising out of, or relating to this Note shall be governed
by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof.


 


10.2       Dispute
Resolution. Any dispute arising under, out of, or relating to this Note and any subsequent amendments of this Note including, without
limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims,
shall, if possible, be finally settled amicably by negotiation between Noteholder and Issuer. Subject to the foregoing, with respect to
any such dispute, the Issuer hereby irrevocably consents and submits to the sole and exclusive jurisdiction of the State of New York.


 


Section 11. Costs and Expenses;
Indemnification. The Issuer shall (x) pay or reimburse the Noteholder for all reasonable and documented out-of-pocket costs and expenses
incurred in connection with this Note and the transactions contemplated hereby and (y) indemnify and hold harmless the Noteholder and
its affiliates, officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing (collectively
the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses and disbursements (including legal fees and expenses) of any kind or nature whatsoever (“Losses”)
which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in
connection with this Note or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby,
other than Losses arising from the gross negligence, bad faith or willful misconduct of the Indemnitees. All amounts due under this Section
11 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement
request).


 


Section 12.Miscellaneous.


 


12.1       Waiver.
The failure of Noteholder to enforce at any time any part of this Note or to require at any time performance by Issuer of any part of
this Note, shall in


 




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no way constitute a present or
future waiver thereof, nor in any way affect the validity of Noteholder to enforce each and every section of this Note.


 


12.2       Assignment.
The Issuer shall not assign or delegate this Note or any of its rights or obligations under this Note without the prior written consent
of the Noteholder, which consent shall not be unreasonably withheld. The Noteholder shall be entitled to assign any of its rights or obligations
hereunder without prior consent of the Issuer.


 


12.3       Entire
Agreement. This Note contains the entire agreement and understanding between the Parties hereto with respect to the subject matter
hereof and supersedes all previous understandings and agreements between the Parties regarding the subjects contained herein.


 


12.4       Severability.
If any section, term, provision, or clause thereof in this Note is found or held to be null and void, invalid or unenforceable in any
jurisdiction in which this Note is being performed, the remainder of this Note shall be valid and enforceable and the Parties shall negotiate
in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties’ intent in entering into this
Note.


 


12.5       Amendment.
No alteration, amendment, waiver, cancellation or other change in any term or condition of this Note shall be valid or binding on either
Party unless the same has been agreed to in writing by the Parties.


 


12.6       Headings.
No separate meaning shall be given to the headings above and in front of the sections of this Note.


 


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IN WITNESS WHEREOF, the Issuer
has executed and delivered this Note as of the date first written above.


 


	 	ISSUER	 
	 	 	 
	 	 	 
	 	By:	/s/ Ginny Edwards	 
	 	Name:	Ginny Edwards	 
	 	Title:	VP, General Counsel & Corporate Secretary	 




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