KIMBERLY-CLARK CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2023 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
The underwriter or underwriters named in Schedule I hereto (the “Underwriters”), acting through the firm or firms named in Schedule I-A hereto as representatives (the “Representatives”), understand that Kimberly-Clark Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $350,000,000 aggregate principal amount of the Company’s 4.500% Notes due February 16, 2033 (the “Designated Securities”) designated in Schedule II hereto, registered under the Securities Act of 1933, as amended (the “Act”) on an “automatic shelf registration statement” (as defined under Rule 405 under the Act), on Form S-3 (File No. 333-262635) (the “Registration Statement”). The Designated Securities are to be issued under the indenture designated in Schedule II hereto (the “Indenture”), between the Company and the trustee designated in such Schedule II. Subject to the terms and conditions set forth herein or incorporated by reference herein and referred to below, the Company hereby agrees t
ContractGlobal Security Agreement • February 16th, 2023 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
This security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository, which may be treated by the Company, the Trustee and any agent thereof as owner and holder of this Security for all purposes. This Global Security is exchangeable for securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository.
TENTH SUPPLEMENTAL INDENTUREIndenture • February 16th, 2023 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This Tenth Supplemental Indenture, dated as of February 16, 2023 (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”).
