Exhibit 4.4


 


EXECUTION VERSION


 


NINTH SUPPLEMENTAL INDENTURE




 


This Ninth Supplemental Indenture,
dated as of November 2, 2021 (the “Supplemental Indenture”), between Kimberly-Clark Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (the “Corporation”), and U.S. Bank National Association, a
national banking association duly incorporated and existing under the laws of the United States, as successor trustee (the “Trustee”),
amends and supplements that certain First Amended and Restated Indenture, dated as of March 1, 1988, between the Corporation, the
Trustee and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “First Trustee”), as heretofore supplemented
and amended (the “Base Indenture”).


 


RECITALS OF THE CORPORATION


 


The Corporation has heretofore
executed and delivered to the Trustee and the First Trustee the Base Indenture, as amended and supplemented by the First Supplemental
Indenture, dated as of November 6, 1992, the Second Supplemental Indenture, dated as of May 25, 1994, the Third Supplemental
Indenture, dated as of March 14, 2002, the Fourth Supplemental Indenture, dated as of December 19, 2006, the Fifth Supplemental
Indenture, dated as of February 9, 2011, the Sixth Supplemental Indenture, dated as of September 7, 2017, the Seventh Supplemental
Indenture, dated as of September 11, 2020 and the Eighth Supplemental Indenture, dated as of October 27, 2021 (the Base Indenture,
as so supplemented and amended, the “Indenture”).


 


Section 301
of the Base Indenture provides for the issuance from time to time of unsecured debentures, notes and/or other evidences of indebtedness
(the “Securities”) of the Corporation, issuable in one or more series under and in accordance with the terms of the Base
Indenture. The Corporation has duly authorized the creation of an issue of its Securities named its 2.000% Notes due November 2,
2031 (the “Notes”) of the tenor and in the amount hereinafter set forth.


 


Section 901(7) of
the Base Indenture provides that the Corporation, without the consent of any Holders, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, in form satisfactory
to the Trustee, to establish, among other things, the form or terms of Securities of any series as permitted by Sections 201 and 301
of the Base Indenture.


 


The
Corporation wishes and has requested that the Trustee join with it in the execution and delivery of this Supplemental Indenture
and the Corporation has provided the Trustee with a Board Resolution authorizing the execution of and approving this Supplemental Indenture.


 


Pursuant to Section 901(7) of
the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


The
Corporation has duly authorized the execution and delivery of this Supplemental Indenture, and all things necessary have been done to
make the Notes having an aggregate principal amount of $600,000,000, when executed by the Corporation and authenticated and delivered
pursuant to the Indenture and this Supplemental Indenture and duly issued by the Corporation, the valid obligations of the Corporation,
and to make this Supplemental Indenture a valid agreement of the Corporation, in accordance with its terms.


 






     


     


    

 


All things necessary have
been done to make this Supplemental Indenture a valid and legally binding agreement of the Corporation, in accordance with its terms
and to make the Securities, when executed by the Corporation and authenticated and delivered under the Indenture and duly issued by the
Corporation, the valid and legally binding obligations of the Corporation.


 


NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Securities of the series provided for herein, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities of such series, as follows:


 


SECTION 1.1. Issuance
of Securities.


 


		(i)	The title of the Notes shall be: “2.000%
                                            Notes due November 2, 2031”;



 


		(ii)	The aggregate principal amount of the
                                            Notes that may be authenticated and delivered under the Indenture (except for the Notes authenticated
                                            and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
                                            Securities pursuant to or as contemplated by Section 304, 305, 306, 906 or 1107 of the
                                            Indenture) shall be $600,000,000;



 


		(iii)	The principal of the Notes shall be
                                            payable on November 2, 2031;



 


		(iv)	The Notes shall bear interest at 2.000%
                                            per annum, and such interest shall accrue from November 2, 2021; the Interest Payment
                                            Dates (as defined in the Indenture) on which such interest shall be payable shall be May 2
                                            and November 2 of each year commencing May 2, 2022; and the Regular Record Dates
                                            (as defined in the Indenture) for the interest payable on any Interest Payment Dates shall
                                            be April 18 and October 18, respectively;



 


		(v)	Payment of principal of (and premium,
                                            if any) and interest on the Notes will be payable at the office or agency of the Trustee
                                            (or such other of such bank offices as may be designated by such bank), and any bank or trust
                                            company designated in writing by the Trustee, located in the City of Dallas, Texas;



 


		(vi)	Prior to August 2, 2031 (the date
                                            that is three (3) months prior to the maturity date of the Securities) (the “Par
                                            Call Date”), the Notes will be redeemable as a whole or in part, at the option of the
                                            Corporation at any time, at a redemption price equal to the greater of (a) 100% of the
                                            principal amount of the Notes to be redeemed, plus accrued and unpaid interest, and (b) the
                                            sum of the present values of the Remaining Scheduled Payments (as defined in the Securities)
                                            thereon, discounted to the redemption date on a semi-annual basis, at a comparable United
                                            States Treasury security rate plus 10 basis points, plus accrued and unpaid interest. On
                                            or after the Par Call Date, the Notes will be redeemable as a whole or in part, at the option
                                            of the Corporation at any time, at a redemption price equal to 100% of the principal amount
                                            of the Notes to be redeemed, plus accrued and unpaid interest to the date of redemption;



 






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		(vii)	Notice of any redemption will be sent
                                            at least 10 days but not more than 45 days before the redemption date to each Holder to be
                                            redeemed. Notice of any redemption of the Notes in connection with a corporate transaction
                                            that is pending (including an equity offering, an incurrence of indebtedness or a change
                                            of control) may, at the Corporation’s discretion, be given subject to one or more conditions
                                            precedent, including, but not limited to, completion of the transaction. If such redemption
                                            is so subject to satisfaction of one or more conditions precedent, such notice shall describe
                                            each such condition, and such notice may be rescinded in the event that any or all such conditions
                                            shall not have been satisfied or otherwise waived by the redemption date. The Corporation
                                            shall notify Holders of any such rescission as soon as practicable after it determines that
                                            it will not be able satisfy or otherwise waive such conditions precedent. Once notice of
                                            redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided
                                            in the notice of redemption, the Notes called for redemption will become due and payable
                                            on the redemption date and at the applicable redemption price, plus accrued and unpaid interest
                                            to the redemption date.



 


		(viii)	If a Change of Control Repurchase Event
                                            (as defined in the Notes) occurs with respect to the Notes, unless the Corporation has exercised
                                            its right to redeem the Notes (as described above), the Corporation will make an offer to
                                            each Holder of Notes to repurchase all or any part (in denominations of $2,000 or integral
                                            multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price
                                            in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued
                                            and unpaid interest on the Notes repurchased to the date of repurchase. The Trustee shall
                                            have no duty or obligation to determine whether a Change of Control Repurchase Event or any
                                            component thereof has occurred or is continuing;



 


		(ix)	The
                                            Notes shall be issued in denominations of $2,000 or integral multiples of $1,000 in excess
                                            thereof;



 


		(x)	The Notes shall not be entitled to any
                                            sinking fund;



 


		(xi)	The Notes shall be represented by one
                                            or more global notes registered in the name of The Depository Trust Company or its nominee;



 


		(xii)	Sections 402 and 1006 of the Indenture,
                                            captioned “Defeasance and Discharge of Securities of Any Series” and “Defeasance
                                            of Certain Obligations,” respectively, shall apply to the Notes;



 


		(xiii)	The initial public offering price of
                                            the Notes shall be 99.586% of the principal amount thereof, plus accrued interest, if any,
                                            from November 2, 2021;



 






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		(xiv)	In case of any conflict between this
                                            Certificate and the Notes in the form referred to above, the Notes shall control;



 


		(xv)	Anything in the Indenture or the Securities
                                            of this series to the contrary notwithstanding, for the purposes of the transactions contemplated
                                            by the Indenture relating to the Securities of this series, the Securities of this series
                                            and any document to be signed in connection with the Indenture or such Securities (including
                                            the Securities and amendments, supplements, waivers, consents and other modifications, Officers’
                                            Certificates, Company Orders and Opinions of Counsel and other issuance, authentication and
                                            delivery documents) or the transactions contemplated hereby may be signed by manual signatures
                                            that are scanned, photocopied or faxed or other electronic signatures created on an electronic
                                            platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that
                                            is approved by the Trustee, and contract formations on electronic platforms approved by the
                                            Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall
                                            be of the same legal effect, validity or enforceability as a manually executed signature
                                            in ink or the use of a paper-based recordkeeping system, as the case may be;



 


		(xvi)	Each of the officers of Corporation
                                            whose signature is affixed to this Supplemental Indenture further states pursuant to Section 102
                                            of the Indenture that she or he has read the provisions of such Indenture setting forth the
                                            covenants and conditions relating to the issuance, authentication and delivery of the Notes,
                                            including Sections 201, 301 and 303 of the Indenture, and the definitions relating thereto;
                                            that the statements made in this Supplemental Indenture are based upon the examination of
                                            such provisions of the Indenture and upon the relevant books and records of the Corporation;
                                            that she or he has, in her or his opinion, made such examination or investigation as is necessary
                                            to enable her or him to express an informed opinion as to whether or not the covenants and
                                            conditions relating to the issuance, authentication and delivery of the Securities has been
                                            complied with; and that, in her or his opinion, such covenants and conditions, and all conditions
                                            precedent, have been complied with; and



 


		(xvii)	As
                                            of the date hereof, and after giving effect to the issuance of $600,000,000 aggregate principal
                                            amount of the Notes, the aggregate amount borrowed or otherwise obtained from third parties
                                            by the Corporation and its consolidated subsidiaries under (1) the financing authorities
                                            approved by the Executive Committee of the Corporation’s Board of Directors on January 22,
                                            2021, (2) any other financing authorization, structured financings and preferred securities
                                            of consolidated subsidiaries approved by the Board of Directors of the Corporation or of
                                            any of its consolidated subsidiaries, and (3) capital lease obligations, is no more
                                            than $9.9 billion and is therefore below the $10 billion borrowing authority established
                                            by the resolutions duly adopted by the Executive Committee of the Corporation’s Board
                                            of Directors on January 22, 2021.



 






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SECTION 2.1. Miscellaneous.


 


		(i)	Relation to the Indenture. This
                                            Supplemental Indenture constitutes an integral part of the Indenture, and shall be construed
                                            in connection with and as part of the Indenture. If any provision of this Supplemental Indenture
                                            conflicts with any provision of the Indenture, the provisions of this Supplemental Indenture
                                            shall control.



 


		(ii)	Definitions in the Supplemental
                                            Indenture. For all purposes of this Supplemental Indenture, capitalized terms used herein
                                            without definition shall have the meanings specified in the Indenture. If any term is defined
                                            in this Supplemental Indenture and in the Indenture, such term as it relates to the Notes
                                            shall have the meaning assigned to it in this Supplemental Indenture. All terms defined in
                                            the Notes have the meanings set forth therein.



 


		(iii)	Recitals.
                                            The recitals and statements herein and in the Notes shall be taken as recitals and statements
                                            of the Company and shall not be construed as made by the Trustee or any paying agent, and
                                            neither the Trustee nor any paying agent assumes any responsibility for their correctness.
                                            Neither the Trustee nor any paying agent makes any representations as to the validity
                                            or sufficiency of this Supplemental Indenture or of the Notes.



 


		(iv)	Governing Law. THIS SUPPLEMENTAL
                                            INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                                            THE STATE OF NEW YORK.



 


		(v)	Separability Clause. In case
                                            any one or more of the provisions contained in this Supplemental Indenture or in the Notes
                                            should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability
                                            of the remaining provisions contained herein and therein shall not in any way be affected,
                                            impaired, prejudiced or disturbed thereby.



 


		(vi)	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.



 


		(vii)	Counterparts.
                                            This Supplemental Indenture may be simultaneously executed in several counterparts, and all
                                            such counterparts executed and delivered, each as an original, shall constitute but one and
                                            the same instrument. The exchange of copies of this Supplemental Indenture and of
                                            signature pages that are executed by manual signatures that are scanned, photocopied
                                            or faxed or by other electronic signing created on an electronic platform (such as DocuSign)
                                            or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee,
                                            shall constitute effective execution and delivery of this Supplemental Indenture for all
                                            purposes. Signatures of the parties hereto that are executed by manual signatures that are
                                            scanned, photocopied or faxed or by other electronic signing created on an electronic platform
                                            (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
                                            by the Trustee, shall be deemed to be their original signatures for all purposes of this
                                            Supplemental Indenture as to the parties hereto and may be used in lieu of the original.



 






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		(viii)	Headings. The Article and
                                            Section headings herein are for convenience of reference only and shall not affect the
                                            construction of any of the provisions hereof.



 


		(ix)	Benefits of Ninth Supplemental Indenture.
                                            Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give
                                            to any Person, other than the parties hereto, the Paying Agent and their respective successors
                                            and the Holders, any benefit or any legal or equitable right, remedy or claim under this
                                            Supplemental Indenture. Nothing in this Supplemental Indenture shall apply to or amend or
                                            supplement, any other series Securities issued or issuable under the Indenture.



 


		(x)	Trust
                                            Indenture Act. This Supplemental Indenture is subject to the provisions of the
                                            Trust Indenture Act that are required to be part of the Indenture and shall, to the extent
                                            applicable, be governed by such provisions. If any provision in this Supplemental Indenture
                                            limits, qualifies or conflicts with another provisions hereof which is required to be included
                                            herein by any provision of the Trust Indenture Act, such required provision shall prevail.



 


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Blank]


 












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IN
WITNESS WHEREOF, we have hereunto signed our names as of the 2nd day of November 2021.


 


	 	Kimberly-Clark Corporation
	 	 
	 	/s/ Flavio Costa
	 	Flavio Costa
	 	Vice President and Treasurer
	 	 
	 	/s/ Alison Rhoten
	 	Alison Rhoten
	 	Vice President, Deputy General Counsel, Global Corporate Affairs and Corporate Secretary




 


[Signature Page to Ninth Supplemental
Indenture – November 2021]




 












    


     


    

 


	 	U.S. Bank National Association,

                                                                     as Trustee





 


	 	By:	/s/
    Michael J. Herberger
	 	 	Name:     Michael K. Herberger
	 	 	Title:      Vice President



 


[Signature Page to Ninth Supplemental
Indenture – November 2021]