Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Avon Products, Inc. (the "Company") is in the process of seeking an amendment to the Note Purchase Agreement, dated November 23, 2010 (as amended, the "Agreement"), to, among other things, modify certain financial definitions relating to the interest coverage ratio covenant contained therein. To provide the Company and holders of the notes issued pursuant to the Agreement with additional time to negotiate such an amendment, the Company received from the noteholders, effective as of December 29, 2012, a waiver until January 31, 2013, of any default or event of default that may arise under the Agreement if the Company is not able to comply with the interest coverage ratio covenant as of December 31, 2012. No assurances can be given that the Company and the noteholders will be able to agree on any such amendment or what the terms of any such amendment will be.

The foregoing does not constitute a complete summary of the terms of the waiver and is qualified in its entirety by the complete text of the waiver, 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 Waiver, dated as of December 29, 2012, among Avon Products, Inc., Avon Capital Corporation, and certain of the holders of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022

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