Exhibit 4.3
[Form
of Note]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
V.F. CORPORATION
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No. 1
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CUSIP No.: 918204 AU2
$400,000,000 |
V.F. CORPORATION, a corporation duly incorporated and subsisting under the laws of the
Commonwealth of Pennsylvania (herein called the Company, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of $400,000,000 on August 23, 2013 and
to pay interest thereon from August 24, 2011, or from the most recent Floating Rate Note Interest
Payment Date to which interest has been paid or duly provided for, quarterly on February 23, May
23, August 23 and November 23 in each year, commencing November 23, 2011, at a rate per annum
determined in accordance with the provisions set forth on the reverse hereof, until the principal
hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Floating Rate Note
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of business on the Business
Day next preceding the relevant Floating Rate Note Interest Payment Date, or in the event the Notes
cease to be held in the form of one or more Global Notes, at the close of business on 15th calendar
day (whether or not a Business Day) immediately preceding such Floating Rate Note Interest Payment
Date, whether or not a Business Day. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Noteholder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Noteholders of Notes of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in New York, New York in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.
Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
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In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.
Dated: August 24, 2011
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V.F. CORPORATION
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By: |
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Eric C. Wiseman |
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Chairman, President and Chief Executive Officer |
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Attest:
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By: |
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Patrick J. Guido |
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Vice President Treasurer |
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By: |
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Robert K. Shearer |
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Senior Vice President and Chief Financial Officer |
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Attest:
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By: |
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Patrick J. Guido |
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Vice President Treasurer |
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This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.
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U.S. BANK NATIONAL ASSOCIATION
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By: |
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Authorized Signature |
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[Reverse of Note]
This Note is one of a duly authorized issue of notes of the Company (herein called the
Notes), issued and to be issued in one or more series under an Indenture, dated as of October 15,
2007 (herein called the Base Indenture, which term shall have the meaning assigned to it in such
instrument), as supplemented by a Second Supplemental Indenture, dated as of August 24, 2011
(herein called the Second Supplemental Indenture and together with the Base Indenture, the
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., formerly
known as The Bank of New York Trust Company, N.A., as Trustee under the Indenture (the Trustee),
and reference is hereby made to the Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Noteholders and of
the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of
the series designated on the face hereof, initially limited in aggregate principal amount to
$400,000,000. The Company may at any time issue additional notes under the Indenture in unlimited
amounts having the same terms as the Notes.
The Notes are not subject to redemption other than as set forth below.
The Notes do not have the benefit of any sinking fund obligations.
Interest payable on any Floating Rate Note Interest Payment Date or the Floating Rate Note
Maturity Date shall be the amount accrued from, and including, the immediately preceding Floating
Rate Note Interest Payment Date in respect of which interest has been paid or duly provided for (or
from and including the original issue date of August 24, 2011, if no interest has been paid or duly
provided for with respect to the Notes) to but excluding such Floating Rate Note Interest Payment
Date or Floating Rate Note Maturity Date, as the case may be (each, a Floating Rate Note Interest
Period). The Notes will bear interest at a rate equal to the three-month LIBOR rate, as
determined on the applicable Floating Rate Note Interest Determination Date by the Calculation
Agent, plus 0.75% (75 basis points) from the original issue date thereof to the Floating Rate Note
Maturity Date. The amount of interest for each day that the Notes are outstanding (the Daily
Interest Amount) shall be calculated by the Calculation Agent by dividing the interest rate in
effect during the applicable Floating Rate Note Interest Period by 360 and multiplying the result
by the outstanding principal amount of the Notes. The amount of interest to be paid on the Notes
for any Floating Rate Note Interest Period will be calculated by adding the Daily Interest Amounts
for each day in such Floating Rate Note Interest Period. Interest on the Notes shall be payable
quarterly in arrears on February 23, May 23, August 23 and November 23 of each year, beginning on
November 23, 2011 (each such date, a Floating Rate Note Interest Payment Date). If any Floating
Rate Note Interest Payment Date, other than the Floating Rate Note Maturity Date, is not a Business
Day, the interest payment due on such day shall be made on the next succeeding day that is a
Business Day; provided, that if the next succeeding day that is a Business Day is in the next
succeeding calendar month, the interest payment due on such Floating Rate Note Interest Payment
Date shall be made on the immediately preceding Business Day. If the Floating Rate Note Maturity
Date is not a Business Day, the principal amount of the Notes plus accrued and unpaid interest
thereon shall be paid on the next succeeding day that is a Business Day and no interest shall
accrue for the Floating Rate Note Maturity Date or any day thereafter. Each payment of interest on
the
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Notes will include interest to, but excluding, as the case may be, the relevant Floating Rate
Note Interest Payment Date or Floating Rate Note Maturity Date. The rate of interest on the Notes
for the Initial Floating Rate Note Interest Period will be 1.05844% and will be reset on the
next occurring Floating Rate Note Interest Reset Date.
Floating Rate Note Interest Determination Date means the second London Business Day
immediately preceding the applicable Floating Rate Note Interest Reset Date. The Floating Rate Note
Interest Determination Date for the Initial Floating Rate Interest Period will be August 22, 2011.
Floating Rate Note Interest Reset Date means the first day of each Floating Rate Note Interest
Period other than the Initial Floating Rate Note Interest Period. The Initial Floating Rate Note
Interest Period shall be August 24, 2011 through November 22, 2011. London Business Day means a
day on which commercial banks are open for business (transacting dealings in U.S. dollars) in
London. The three-month LIBOR, for any Floating Rate Note Interest Determination Date will be
the offered rate for deposits in the London interbank market in U.S. dollars having an index
maturity of three months, as such rate appears on the Reuters (or any successor service) Page LIBOR
01 (or such other page as may replace that page on that service, or any successor service, for the
purpose of displaying such rates) as of approximately 11:00 a.m., London time, on such Floating
Rate Note Interest Determination Date. The Calculation Agent shall be the agent appointed by the
Company to calculate the interest rate on the Notes and will initially be the Trustee. The
Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before
each Floating Rate Note Interest Determination Date, the Calculation Agent will determine the
interest rate and notify the Paying Agent. All calculations made by the Calculation Agent shall in
the absence of manifest error be conclusive for all purposes and binding on the Company and the
Noteholders of the Notes. For so long as three-month LIBOR is required to be determined with
respect to the Notes, the Company shall have a Calculation Agent. In the event that the Calculation
Agent is unable or unwilling to act, the Calculation Agent fails to duly establish three-month
LIBOR for any Interest Period or the Company proposes to remove the Calculation Agent, the Company
shall appoint itself or another person that is a bank, trust company, investment banking firm or
other financial institution to act as the Calculation Agent.
Notwithstanding the foregoing, the interest rate shall in no event be higher than the maximum
rate permitted by New York or other applicable state law, as such law may be modified by United
States law of general application.
In the event that the closing of the transactions contemplated by the Merger Agreement has not
occurred on or before March 12, 2012 (the Outside Date) (such occurrence, the Special Mandatory
Redemption Event), the Company shall redeem the Notes on the date that is 20 Business Days after
the Outside Date (the Special Mandatory Redemption Date), at a cash redemption price equal to
101% of the aggregate principal amount of Notes redeemed plus any accrued and unpaid interest on
the Notes redeemed to but excluding the Special Mandatory Redemption Date (the Special Mandatory
Redemption Price); provided, however, that if the Merger Agreement is terminated in accordance
with its terms prior to March 12, 2012, the Outside Date shall be deemed to be the date the Merger
Agreement is terminated.
On the occurrence of a Special Mandatory Redemption Event, the Company shall promptly mail a
notice to each Noteholder of the Notes, with a copy to the Trustee. Such notice of redemption
shall state: (a) the Special Mandatory Redemption Date, (b)
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the Special Mandatory Redemption Price, (c) that, on the Special Mandatory Redemption Date,
the Special Mandatory Redemption Price will become due and payable upon the Notes and that interest
thereon will cease to accrue on and after said date, and (d) the place or places where the Notes
are to be surrendered for payment of the Special Mandatory Redemption Price. Notice of redemption
of the Notes shall be given by the Company or, at the Companys request, by the Trustee in the name
and at the expense of the Company. For purposes of Section 11.05 and 11.06 of the Base Indenture,
the Special Mandatory Redemption Date shall be a Redemption Date and the Special Mandatory
Redemption Price shall be a Redemption Price.
If a Change of Control Repurchase Event with respect to the Notes occurs, the Company shall
make an offer to each Noteholder of the Notes to repurchase all or any part (in integral multiples
of $1,000) of that Noteholders 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. Within 30 days following any such Change of Control Repurchase Event
or, at the Companys option, prior to any Change of Control, but after the public announcement of
an impending Change of Control, the Company shall mail a notice (a Change of Control Notice) to
each Noteholder of the Notes, with a copy to the Trustee, describing the transaction or
transactions that constitute or may constitute the Change of Control Repurchase Event and offering
to repurchase the Notes on the payment date specified in the Change of Control Notice, which date
will be no earlier than 30 days and no later than 60 days from the date such Change of Control
Notice is mailed. The Change of Control Notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to repurchase is conditioned on the Change of
Control Repurchase Event occurring on or prior to the payment date specified in the Change of
Control Notice.
The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under the Indenture by virtue of such conflict.
On the Change of Control Repurchase Event payment date, the Company shall, to the extent
lawful, with respect to the Notes:
accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly
tendered pursuant to the Companys offer (Tendered Notes);
deposit with the Trustee a cash amount in immediately available funds equal to the aggregate
repurchase price in respect of all Tendered Notes; and
deliver or cause to be delivered to the Trustee the Tendered Notes, together with an
officers certificate stating that such Tendered Notes have been properly accepted by the Company
and stating the aggregate principal amount of Tendered Notes being purchased by the Company.
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The Trustee or Paying Agent, as applicable, shall promptly mail to each Noteholder of Tendered
Notes the repurchase price for the Tendered Notes, and the Trustee shall, to the extent necessary,
promptly authenticate and mail (or cause to be transferred by book-entry) to each such Noteholder a
new note equal in principal amount to any unpurchased portion of any Tendered Notes; provided, that
each new note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess
thereof.
The Company shall not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Noteholders of
the Notes of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Noteholders of not less than 50% in principal amount of the Notes
at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Noteholders of specified percentages in principal amount of the Notes of each series
at the time Outstanding, on behalf of the Noteholders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note
shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the Noteholder of this Note
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Noteholder
shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Notes of this series, the Noteholders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Noteholders of a majority in
principal amount of Notes of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the
Noteholder of this Note for the enforcement of any payment of principal
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hereof or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Noteholder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Noteholder surrendering the same.
No service charge shall be made to a Noteholder for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
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