Exhibit 4.2


 


PROMISSORY NOTE


 


Date: May
17, 2022


 


FOR
VALUE RECEIVED, and subject to the terms and conditions set forth herein, Avon Cosmetics Limited, 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 (the “Issuer”),
hereby unconditionally promises to pay to the order of Natura &Co UK Holdings Plc, a company organized under the laws of England,
with offices located at Nunn Mills Road, Northampton NN1 5PA, United Kingdom (the “Noteholder”), the principal amount
of USD 215,000,000 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.



 




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		(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 215,000,000
(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 Section 2, is subject to the occurrence of the following conditions, such date of occurrence, the “Effective
Date”:


 




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		(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 United Kingdom;



 


		(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.


 


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.


 




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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) 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 or 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; or



 


		(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 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 the Treasurer.


 




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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 England and
Wales.


 


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 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.


 




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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.


 


12.7     
 Exclusion of Contracts (Rights of Third Parties) Act 1999. The Noteholder and the Issuer do not intend any of the terms
of this Note to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this
Note.


 


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of Page Intentionally Left Blank]


 




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


 


	 	ISSUER
	 	 
	 	Signature: 
	/s/ Anna Tolley
	 	Name:	ANNA TOLLEY
	 	Title	General Counsel Western Europe


   


 




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