EX-4.4


  Exhibit 4.4

  FIRST SUPPLEMENTAL INDENTURE

   

  SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2021, among Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (formerly known as Herbalife Ltd.) (the “Issuer”), and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

   

  W I T N E S S E T H

   

  WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (as supplemented and in effect, the “Indenture”), dated as of March 23, 2018 providing for the issuance of 2.625% Convertible Senior Notes due 2024 (the “Notes”);

   

  WHEREAS, pursuant to Section 8.01(f) of the Indenture, the Company and the Trustee may supplement the Indenture without the consent of any Holder of the Notes to irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 4.03 of the Indenture;

   

  WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

   

  WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

   

  NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:

   

  1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


   

  2.IRREVOCABLE ELECTIONS.


   

  (a)Irrevocable Election to Eliminate Physical Settlement. The Company hereby irrevocably eliminates the right of the Company to elect Physical Settlement as the Settlement Method on any conversion of Notes that occurs on or after the date of this Supplemental Indenture.


   

  (b)Irrevocable Election of Specified Dollar Amount. The Company hereby irrevocably elects that, with respect to any Combination Settlement for a conversion of Notes, the Specified Dollar Amount per $1,000 principal amount of the Notes shall be no lower than $1,000.


   

  3.RELATIONSHIP TO INDENTURE. This Supplemental Indenture is a supplemental indenture within the meaning of the Indenture. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified, confirmed and approved and, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument.


   

  4.MODIFICATION OF THE INDENTURE. Except as expressly modified by this Supplemental Indenture, the provisions of the Indenture shall continue to apply to the Notes.


   

  

  5.GOVERNING LAW. This Supplemental Indenture, and any claim, controversy or dispute arising under or related to this Supplemental Indenture, will be governed by, and construed in accordance with, the laws of the State of New York.


   

  6.COUNTERPARTS. This Indenture may be executed by electronic signature and in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


   

  7.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


   

  8.THE TRUSTEE. The recitals shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.


   

  9.NOTICE TO HOLDERS. The Company hereby requests the Trustee provide the notice to Holders pursuant to Section 8.03 of the Indenture attached hereto as Exhibit A promptly following execution of this Supplemental Indenture.


   

   

  [Signature Page to Supplemental Indenture]

  

   

   

   

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

   

  HERBALIFE NUTRITION LTD.

   

   

  By   /s/Richard Caloca                             

       Name: Richard Caloca

       Title:   Treasurer 

   

  [Signature Page to Supplemental Indenture]

  

  U.S. BANK NATIONAL ASSOCIATION
  as Trustee


By: /s/ Bradley E. Scarbrough                         

  Name: Bradley E. Scarbrough

  Title: Authorized Signatory

   

   

  [Signature Page to Supplemental Indenture]

  

  NOTICE OF FIRST SUPPLEMENTAL INDENTURE HERBALIFE NUTRITION LTD.

  2.625% Convertible Senior Notes due 2024 Aggregate Principal Amount: $550,000,000 Maturity Date: March 15, 2024

  CUSIP: 42703M AD5; ISIN No. US42703MAD56*

   

  NOTICE IS HEREBY GIVEN, pursuant to Section 8.03 of the Indenture (the “Indenture”), dated as of March 23, 2018, between Herbalife Nutrition Ltd. (formerly known as Herbalife Ltd.) (the “Company”) and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., a national banking association, as trustee (the “Trustee”), that on December 1, 2021, the Company and the Trustee entered into the First Supplemental Indenture (the “Supplemental Indenture”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Indenture.

  Pursuant to the Supplemental Indenture, the Company irrevocably elected (i) to eliminate the Company’s right to elect Physical Settlement as the Settlement Method on any conversion of Notes that occurs on or after the date of the Supplemental Indenture and (ii) that, with respect to any Combination Settlement for a conversion of Notes, the Specified Dollar Amount per $1,000 principal amount of the Notes shall be no lower than $1,000.

   

   

  Date: December 1, 2021

   

   

  *The CUSIP and ISIN numbers are included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be held responsible for the selection or use of the CUSIP number in this Notice, and neither the Company nor the Trustee make any representation as to the correctness or accuracy of the CUSIP or ISIN number listed in this notice or printed on the Notes.