AVON PRODUCTS, INC.,
as Issuer
and
THE CHASE MANHATTAN BANK,
as Trustee
----------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 7, 1998
To Indenture of Avon Products, Inc.
Dated as of August 1, 1997
---------------------------
6.55% Notes due 2007
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 7, 1998, 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 August 1, 1997 (the "Indenture"), providing for the
issuance of $100,000,000 principal amount of 6.55% Notes due 2007 of the Company
(the "Securities");
WHEREAS, for all purposes of this First Supplemental Indenture, except
as otherwise defined or unless the context otherwise requires, capitalized terms
used in this First Supplemental Indenture and defined in the Indenture have the
meaning specified in the Indenture;
WHEREAS, pursuant to Section 901 of the Indenture, the Company and the
Trustee have agreed to enter into this First Supplemental Indenture to amend the
provisions of Sections 203, 205, 302 and 305 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:
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ARTICLE I
AMENDMENTS
Section 1.1 The first sentence of the eleventh paragraph of the "Form
of Reverse of Security" appearing in Section 203 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 registered form
without coupons in denominations of $1,000 and any integral multiple thereof."
Section 1.2 The proviso to the first sentence of Section 205 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 305."
Section 1.3 Section 302 of the Indenture is hereby amended to add to
the end of such section, before the period, the following:
"; provided, that Exchange Securities may be issued in registered form
without coupons in denominations of $1,000 and any integral multiple thereof."
Section 1.4 The last sentence of the sixth paragraph of Section 305(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 II
MISCELLANEOUS PROVISIONS
Section 2.1 Except as specifically amended and supplemented by, or to
the extent inconsistent with, this First Supplemental Indenture, the Indenture
shall remain in full force and effect and is hereby ratified and confirmed.
Section 2.2 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST
SUPPLEMENTAL INDENTURE.
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Section 2.3 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 2.4 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 2.5 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: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President,
General Counsel and
Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Second Vice President
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