Exhibit 4.4


 

 

THE CLOROX COMPANY


____________________

FIRST SUPPLEMENTAL INDENTURE
Dated
as of           ,
2009
with
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee 

To 

INDENTURE 
Dated as of October 9,
2007
with
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

____________________
 
Senior Debt Securities 

 

 

 




FIRST SUPPLEMENTAL INDENTURE


    
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
November _, 2009, between The Clorox Company, a Delaware corporation (the
“Issuer”), The Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), a national banking association, and
Wells Fargo Bank, National Association, a national banking association (“Wells
Fargo Bank”). 

W I T N E S S E T H : 

    
WHEREAS, the Issuer and BNYMTC are parties to an Indenture
dated as of October 9, 2007 (the “Indenture”); 

    
WHEREAS, Sections 101, 301, and 901 of the Indenture contemplate the
designation of a Person other than BNYMTC to act as Trustee for one or
more series of Securities under the Indenture; 

    
WHEREAS, the Issuer, by action duly taken, has authorized the execution
of this Supplemental Indenture and the designation of Wells Fargo Bank as a
Trustee (in addition to, and not in place of BNYMTC) under the
Indenture; 

    
WHEREAS BNYMTC serves as Trustee with respect to the Company’s
5.45% Senior Notes due 2012, 5.00% Senior Notes due 2013, and 5.95% Senior Notes
due 2017 (the “Outstanding Series”); 

    
WHEREAS, in accordance with Sections 102 and 903 of the Indenture, the
Issuer has delivered to BNYMTC and Wells Fargo Bank an Officers’ Certificate and an Opinion
of Counsel certifying that this Supplemental Indenture complies with applicable
provisions of the Indenture and that all conditions precedent under the Indenture relating to the execution of this Supplemental Indenture have been complied with;

    
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants contained herein and for other good and valuable consideration,
the parties hereto agree as follows: 

	1)	     	DEFINITIONS.
      Capitalized terms used but not defined in this Supplemental Indenture
      shall have the specified meanings set forth in the Indenture.
	 
	2)		RATIFICATION OF
      INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly
      amended hereby, the Indenture is in all respects ratified and confirmed
      and all terms, conditions and provisions thereof shall remain in full
      force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Securities (whether
      heretofore or hereafter authenticated and delivered) shall be bound
      hereby.
	 
	3)		TRUSTEES. Wells Fargo
      Bank shall serve as Trustee, pursuant to the Indenture, as supplemented by
      this Supplemental Indenture, with respect to one or more series of the
      Securities upon its designation as such by the Issuer. BNYMTC
      shall serve as Trustee, pursuant to the Indenture, as supplemented by this
      Supplemental Indenture, with respect to the Outstanding Series and with
      respect to one or more series of Securities with respect to which it, at
      any time after the date hereof, is designated as such by the
    Issuer.


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	4)	     	FORM OF TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION. Notwithstanding Section 202 of the
      Indenture, subject to Section 614 of the Indenture, the Certificate of
      Authentication on all of the Securities for which Wells Fargo Bank is
      designated as Trustee shall be in substantially the following
    form:
	 
	 		“This is one of the
      Securities of the series designated therein described in the within-mentioned Indenture.
	 


		WELLS FARGO BANK,
      NATIONAL  
		ASSOCIATION, as Trustee  
		  
		By  	 	 	 
			Authorized Signatory” 	 



	5)	     	AUTHENTICATING AGENTS.
      If an appointment is made pursuant to Section 614 of the Indenture with
      respect to one or more series of the Securities for which Wells Fargo Bank
      is designated as Trustee, the Securities of such series may have endorsed
      thereon, in addition to the Trustee’s certification of authentication, an
      alternate certificate of authentication in the following
form:
	 
	 		“This is one of the
      Securities of the series designated therein described in the within-mentioned Indenture.
	 
	 		WELLS FARGO BANK, NATIONAL ASSOCIATION, as
      Trustee
	 


	        	By  	 	 	 	By  	  	 	 
	 	 	As Authenticating
      Agent  	 	Authorized
      Signatory”  



	6)	     	SUPPLEMENTAL
      INDENTURES. Notwithstanding anything to the contrary in the Indenture, any
      supplemental indenture being entered into to create a new series of
      Securities under the Indenture need only be signed by the Issuer and the
      Trustee of such series of Securities, and any supplemental indenture
      amending, modifying, waiving or otherwise making any change to the terms
      of any series of Securities need only be signed by the Issuer and the
      Trustee of the applicable series of Securities.
	 
	7)		GOVERNING LAW. This
      Supplemental Indenture shall be governed by, and construed in accordance
      with, the laws of the State of New York.
	 
	8)		CONFLICTS WITH TRUST
      INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with
      another provision hereof that is required to be included in this
      Supplemental Indenture by any provision of the Trust Indenture Act of
      1939, as amended, such required provision shall
  control.


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	9)	     	COUNTERPARTS. This
      Supplemental Indenture may be executed and delivered in any number of
      counterparts, each of which when so executed and delivered shall be deemed
      to be an original, and all such counterparts shall together constitute but
      one and the same instrument.
	 
	10)		EFFECT OF HEADINGS.
      The section headings herein are for convenience only and shall not affect
      the construction hereof.
	 
	11)		SUCCESSORS AND
      ASSIGNS. All covenants and agreements in this Supplemental Indenture by
      the Company shall bind its successors and assigns, whether so expressed or
      not.
	 
	12)		SEPARABILITY CLAUSE.
      In case any provision in this Supplemental Indenture shall be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.
	 
	13)		BNYMTC. BNYMTC shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained here. No duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by BNYMTC by reason
of this Supplemental Indenture or in connection with any series of Securities
for which Wells Fargo Bank has been designated to act as Trustee or in
connection with any related supplemental indenture between the Company and Wells
Fargo Bank. This Supplemental Indenture is executed and accepted by BNYMTC, not in its
individual capacity, but solely as Trustee under the Indenture and subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to BNYMTC, as Trustee, with respect hereto. In entering into this
Supplemental Indenture, BNYMTC shall be entitled to the benefit of every
provision of the Indenture relating to the conduct or affecting the liability or
affording protection to the Trustee.






    
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.



	COMPANY:  
		  
	THE
      CLOROX COMPANY  
		  
		  
	By: 	 	 	 
		Name:  
		Title:  
		  
		  
	TRUSTEE:  
		  
	THE
      BANK OF NEW YORK MELLON TRUST  
	COMPANY, N.A., as Trustee  
		  
		  
	By: 	 	 	 
		Name:  
		Title:  
		  
		  
	TRUSTEE:  
		  
	WELLS
      FARGO BANK, NATIONAL  
	ASSOCIATION, as Trustee  
		  
		  
	By: 	 	 
		Name:  
		Title:  




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