Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2012, Avon Products, Inc. (the "Company"), Avon Capital Corporation, the banks, financial institutions and other institutional lenders under the Company's Revolving Credit and Competitive Advance Facility Agreement, dated as of November 2, 2010 (the "Credit Agreement"), and the administrative agent thereunder, entered into a first amendment (the "Amendment") to the Credit Agreement. The Amendment primarily relates to the calculation of the interest coverage ratio under the Credit Agreement and allows the Company, subject to certain conditions and limitations, to add back to its consolidated net income:
(i) extraordinary and other non-cash losses and expenses, (ii) one-time fees, cash charges and other cash expenses, premiums or penalties incurred in connection with any asset sale, equity issuance or incurrence or repayment of debt or refinancing or amendment of any debt instrument and (iii) cash charges and other cash expenses, premiums or penalties incurred in connection with any restructuring or relating to any legal or regulatory action, settlement, judgment or ruling, in an aggregate amount not to exceed $400,000,000 for the period from October 1, 2012 until the termination of commitments under the Credit Agreement. Certain of the financial institutions that are parties to the Amendment provide financial services to the Company and its affiliates such as investment banking, cash management, bank guarantees and derivative arrangements.

In addition, the Company is in the process of seeking an amendment to the Note Purchase Agreement, dated November 23, 2010 (as amended), to, among other things, modify certain financial definitions relating to the interest coverage ratio covenant contained therein.
The foregoing does not constitute a complete summary of the terms of the Amendment and is qualified in its entirety by the complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No.

10.1 First Amendment, dated as of December 21, 2012, to the Revolving Credit and Competitive Advance Facility Agreement among Avon Products, Inc., Avon Capital Corporation, the banks, financial institutions and other institutional lenders and the administrative agent thereunder.

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