Promissory Note dated as of May 17, 2022 between Avon Cosmetics Limited and Natura &Co UK Holdings Plc

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:

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”:

Section 6. Representations and Warranties.

6.1    Representations and Warranties of the Issuer. The Issuer represents and warrants as follows:

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.

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:

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.

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.

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