EXHIBIT 4.3
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AVON PRODUCTS, INC.
as Issuer
and
THE CHASE MANHATTAN BANK
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of December o, 1999
To Indenture of Avon Products, Inc.
Dated as of November 9, 1999
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$200,000,000 6.90% Notes due 2004
$300,000,000 7.15% Notes due 2009
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December o, 1999, between
AVON PRODUCTS, INC., a New York corporation, as Issuer (the "Company"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (the
"Trustee"), under the Indenture referred to hereinafter.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee executed and delivered an Indenture
dated as of November 9, 1999 (the "Indenture"), providing for the issuance of
$200,000,000 principal amount of 6.90% Notes due 2004 and $300,000,000 principal
amount of 7.15% Notes due 2009 of the Company (collectively, the "Securities");
WHEREAS, except as otherwise defined herein, any capitalized term used but
not defined herein shall have the meaning set forth in the Indenture;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the
Trustee have agreed to enter into this First Supplemental Indenture to amend the
provisions of Sections 2.03, 2.05, 3.02 and 3.05 of the Indenture;
WHEREAS, the parties hereto are entering into this First Supplemental
Indenture, in connection with the filing with the Commission of a Registration
Statement on Form S-4 in respect of the Securities, for the purpose of amending
the Indenture to allow Exchange Securities to be issued thereunder in minimum
denominations of $1,000 and integral multiples thereof;
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by a Board Resolution and all acts, conditions and
requirements necessary to make this First Supplemental Indenture a valid and
binding agreement in accordance with its terms and for the purposes herein set
forth have been done and taken, and the execution and delivery of this First
Supplemental Indenture have otherwise been in all respects duly authorized;
NOW THEREFORE, in consideration of the above premises, each party hereto
agrees, for the benefit of the other party and for the equal and proportionate
benefit of the Holders of the Securities, as follows:
ARTICLE 1
AMENDMENTS
SECTION 1.01. The first sentence of the thirteenth paragraph of the "Form
of Reverse of Security" appearing in Section 2.03 of the Indenture is hereby
amended to add to the end of such sentence, before the period, the following:
"; provided, that Exchange Securities may be issued in denominations
of $1,000 and any integral multiple thereof."
SECTION 1.02. The proviso to the first sentence of Section 2.05 is hereby
deleted in its entirety and replaced by the following:
"; provided, however, that the term "Restricted Security" shall not
include any Exchange Securities or any Securities as to which
restrictions have been terminated in accordance with Section 3.05."
SECTION 1.03. Section 3.02 of the Indenture is hereby amended to add to the
end of such section, before the period, the following:
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"; provided, that Exchange Securities may be issued in denominations
of $1,000 and any integral multiple thereof."
SECTION 1.04. The last sentence of the sixth paragraph of Section 3.05(a)
of the Indenture is hereby deleted in its entirety and replaced by the
following:
"Exchange Securities and other Securities which are not Restricted
Securities, as well as Securities which are issued upon registration
of transfer of, or in exchange for, Securities which are not
Restricted Securities, shall not bear such legend."
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 2.01. Except as specifically amended and supplemented by this First
Supplemental Indenture, the Indenture shall remain in full force and effect.
SECTION 2.02. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST
SUPPLEMENTAL INDENTURE.
SECTION 2.03. The Trustee accepts the modification of the Indenture as
hereby effected but only upon the terms and conditions set forth in the
Indenture as amended and supplemented by this First Supplemental Indenture.
SECTION 2.04. The parties may sign any number of counterparts of this First
Supplemental Indenture. Each such counterpart shall be an original, but all of
them together represent the same agreement.
SECTION 2.05. Except as otherwise provided in the Indenture, 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.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
AVON PRODUCTS, INC.
as Issuer
By:
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Name:
Title:
THE CHASE MANHATTAN BANK,
as Trustee
By:
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Name:
Title:
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