0001193125-13-105410 Sample Contracts

REVOLVING CREDIT AGREEMENT dated as of March 13, 2013 among AVON PRODUCTS, INC. AVON CAPITAL CORPORATION THE ADDITIONAL BORROWERS, BANKS AND OTHER LENDERS FROM TIME TO TIME PARTIES HERETO and CITIBANK, N.A., as Administrative Agent Bank of America,...
Revolving Credit Agreement • March 13th, 2013 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

REVOLVING CREDIT AGREEMENT, dated as of March 13, 2013 (as further amended, supplemented, modified or extended from time to time, this “Agreement”), among Avon Products, Inc., a New York corporation (“API”), Avon Capital Corporation, a Delaware corporation (“ACC”), each of the Additional Borrowers (as defined below) from time to time designated as such, each of the banks and other lenders from time to time parties hereto (each, a “Bank” and, collectively, the “Banks”) and the Administrative Agent (as defined below).

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AVON PRODUCTS, INC. (a New York corporation)
Underwriting Agreement • March 13th, 2013 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

Avon Products, Inc., a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A hereto of (i) $250,000,000 aggregate principal amount of the Company’s 2.375% Notes due 2016 (the “2016 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 4.600% Notes due 2020 (the “2020 Notes”), (iii) $500,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2023 (the “2023 Notes”) and (iv) $250,000,000 aggregate principal amount of the Company’s 6.950% Notes due 2043 (the “2043 Notes”, and together with the 2016 Notes, the 2020 Notes and the 2023 Notes, the “Notes”). Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection

AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT Dated as of March 12, 2013
Term Loan Agreement • March 13th, 2013 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT (this “Amendment”) among AVON PRODUCTS, INC. (“API” or the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Banks”) and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) for the Banks.

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