LETTER WAIVER

Exhibit 10.6

LETTER WAIVER

Dated as of July 31, 2012

To the holders of the Notes

(collectively, “you” or the “Holders”)

issued pursuant to the Note Purchase Agreement referred to below

Ladies and Gentlemen:

We refer to the Note Purchase Agreement, dated as of November 23, 2010 (the “Note Purchase Agreement”), among Avon Products, Inc., a New York corporation (“us” or “API”), and each of the Holders. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Note Purchase Agreement.

As previously disclosed in API's annual report on Form 10-K for the year ended December 31, 2011, in the fourth quarter of 2011, API recorded a non-cash charge of $263 million to adjust good will and indefinite lived intangible assets related to API's Silpada business (the “Silpada Non-cash Charge”). Due to the Silpada Non-cash Charge, as of September 30, 2012, depending upon API's financial result for the third quarter of 2012, API may be unable to comply with the Interest Coverage Ratio covenant set forth in the Note Purchase Agreement. Since it was incurred in the fourth quarter of 2011 and the Interest Coverage Ratio under the Note Purchase Agreement is calculated based on a period of four fiscal quarters ending on the date of determination, the Silpada Non-cash Charge will not be relevant to calculations of the Interest Coverage Ratio for fiscal quarters after the third quarter of 2012.

For purposes of Section 10.1 of the Note Purchase Agreement, we hereby request that you waive, and by executing this Letter Waiver you hereby waive, the requirement that we include in the calculation of Interest Coverage Ratio the Silpada Non-cash Charge and permit us, solely for the calculation of the Interest Coverage Ratio as of September 30, 2012, to add back to the consolidated pre-tax income of API and its Consolidated Subsidiaries the Silpada Non-cash Charge.

This Letter Waiver shall become effective as of the date first above written when, and only when, the Holders shall have received counterparts of this Letter Waiver executed by API, reaffirmed by the Subsidiary Guarantor and the Required Holders, and a letter waiver under the Bank Credit Agreement executed by the Required Banks (as defined in the Bank Credit Agreement) substantially in the form attached hereto as Exhibit A.

The Note Purchase Agreement, the Subsidiary Guaranty and the Notes, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly provided herein, the execution, delivery and effectiveness of this Letter Waiver shall not, operate as a waiver of any right, power or remedy of any Holder under the Note Purchase Agreement or the Subsidiary Guaranty, or constitute a waiver of any provision of the Note Purchase Agreement or the Subsidiary Guaranty.

API and the Subsidiary Guarantor represent and warrant that no Default or Event of Default has occurred and is continuing under the Note Purchase Agreement as of the date hereof and after giving effect to this Letter Waiver.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning at least two counterparts of this Letter Waiver to Xxxxx XxXxxxxx, Xxxxxxx and Xxxxxx LLP, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000.

This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Letter Waiver.

This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would prohibit the application of the laws of a jurisdiction other than such State.

Very truly yours,

		AVON PRODUCTS, INC.
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Vice President & Treasurer
		AVON CAPITAL CORPORATION
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Vice President & Treasurer

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		METROPOLITAN LIFE INSURANCE COMPANY
		on behalf of itself and as investment manager of:
		METLIFE INSURANCE COMPANY OF CONNECTICUT
		MISSOURI REINSURANCE (BARBADOS), INC.
		By:	/s/ Xxxxxx X. Xxxxxxx
			Name: Xxxxxx X. Xxxxxxx
			Title: Managing Director

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Its Authorized Representative
		THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY FOR ITS GROUP ANNUITY SEPARATE
		ACCOUNT
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Name: Xxxxxxx X. Xxxxxxx
			Title: Its Authorized Representative

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
		By:	/s/ Xxxx Xxxxxxx Xxxxxx III
			Name: Xxxx Xxxxxxx Xxxxxx III
			Title: Manager, Investments
		By:	/s/ Xxx Xxxxxxxx
			Name: Xxx Xxxxxxxx
			Title: AVP, Investment
		THE GREAT-WEST LIFE ASSURANCE COMPANY
		By:
			Name:
			Title:
		By:
			Name:
			Title:

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

NEW YORK LIFE INSURANCE COMPANY

By:

Name:

Title:

NEW YORK LIFE INSURANCE AND ANNUITY

CORPORATION

By: New York Life Investment Management

LLC, Its Investment Manager

By:

Name:

Title:

NEW YORK LIFE INSURANCE AND ANNUITY

CORPORATION INSTITUTIONALLY OWNED LIFE

INSURANCE SEPARATE ACCOUNT (BOLI 30C)

By: New York Life Investment Management

LLC, Its Investment Manager

By:

Name:

Title:

NEW YORK LIFE INSURANCE AND ANNUITY

CORPORATION INSTITUTIONALLY OWNED LIFE

INSURANCE SEPARATE ACCOUNT (BOLI 30E)

By: New York Life Investment Management

LLC, Its Investment Manager

By:

Name:

Title:

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

FORETHOUGHT LIFE INSURANCE COMPANY

By: New York Life Investment Management

LLC, Its Investment Manager

By:

Name:

Title:

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Agreed as of the date first above written:

		RGA REINSURANCE COMPANY, a Missouri corporation
		By: Principal Global Investors, LLC, a Delaware
			limited liability company, its authorized
			signatory
		By:	/s/ Xxxxxxxx X. XxXxxxxxx
			Name: Xxxxxxxx X. XxXxxxxxx
			Title: Counsel
		By:	/s/ Xxxxx X. Xxxxxxx
			Name: Xxxxx X. Xxxxxxx
			Title: Assistant General Counsel
		SYMETRA LIFE INSURANCE COMPANY, a Washington
		corporation
		By: Principal Global Investors, LLC, a Delaware
		limited liability company, its authorized signatory
		By:	/s/ Xxxxxxxx X. XxXxxxxxx
			Name: Xxxxxxxx X. XxXxxxxxx
			Title: Counsel
		By:	/s/ Xxxxx X. Xxxxxxx
			Name: Xxxxx X. Xxxxxxx
			Title: Assistant General Counsel

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

NATIONWIDE LIFE INSURANCE COMPANY

By:

Name:

Title:

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		By: Babson Capital Management LLC, as Investment Advisor
		By:	/s/ Xxxxxxxxx X. Xxxxxxxx
			Name: Xxxxxxxxx X. Xxxxxxxx
			Title: Managing Director

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		MONY LIFE INSURANCE COMPANY
		By:	/s/ Xxx Xxxx
			Name: Xxx Xxxx
			Title: Investment Officer
		AXA EQUITABLE LIFE INSURANCE COMPANY
		By:	/s/ Xxx Xxxx
			Name: Xxx Xxxx
			Title: Investment Officer

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		UNITED OF OMAHA LIFE INSURANCE COMPANY
		By:	/s/ Xxxxxx X. Xxxxx
			Name: Xxxxxx X. Xxxxx
			Title: Vice President

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		THE OHIO NATIONAL LIFE INSURANCE COMPANY
		By:	/s/ Xxx X. Xxxxxx
			Name: Xxx X. Xxxxxx
			Title: Vice President, Private Placements
		OHIO NATIONAL LIFE ASSURANCE CORPORATION
		By:	/s/ Xxx X. Xxxxxx
			Name: Xxx X. Xxxxxx
			Title: Vice President, Private Placements

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

TRANSAMAERICA LIFE INSURANCE COMPANY

By:

Name:

Title:

TRANSAMERICA PACIFIC INSURANCE COMPANY LTD

By:

Name:

Title:

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		CONNECTICUT GENERAL LIFE INSURANCE COMPANY
		By: CIGNA Investments, Inc. (authorized agent)
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Senior Managing Director
		LIFE INSURANCE COMPANY OF NORTH AMERICA
		By: CIGNA Investments, Inc. (authorized agent)
		By:	/s/ Xxxxxxx X. Xxxxxx
			Name: Xxxxxxx X. Xxxxxx
			Title: Senior Managing Director

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		FARM BUREAU LIFE INSURANCE COMPANY
		By:	/s/ Xxxxxx X. Xxxx
			Name: Xxxxxx X. Xxxx
			Title: Securities Vice President
		EQUITRUST LIFE INSURANCE COMPANY
		By:
			Name:
			Title:

[SIGNATURE PAGE FOR LETTER WAIVER]

Agreed as of the date first above written:

		AMERITAS LIFE INSURANCE CORP.
		ACACIA LIFE INSURANCE COMPANY
		THE UNION CENTRAL LIFE INSURANCE COMPANY
		By: Summit Investment Advisors Inc., as Agent
		By:	/s/ Xxxxxx X. Xxxxx
			Name: Xxxxxx X. Xxxxx
			Title: Managing Director - Private Placements

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