Exhibit 4.4
[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 AV0
$500,000,000 |
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 $500,000,000 on September 1, 2021
and to pay interest thereon from August 24, 2011, or from the most recent Fixed Rate Note Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and
September 1 in each year, commencing March 1, 2012 , at the rate of 3.500% per annum, until the
principal hereof is paid or made available for payment. Interest on this security shall be
computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Fixed 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 Fixed 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 the date 15
days prior to that Fixed 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
$500,000,000. The Company may at any time issue additional notes under the Indenture in unlimited
amounts having the same terms as the Notes.
The Notes of this series are subject to redemption, as a whole or from time to time in part,
upon not less than 30 nor more than 60 days notice mailed to each Noteholder of Notes to be
redeemed at his address as it appears in the Securities Register, (1) on any date prior to June 1,
2021 (three months prior to their Stated Maturity) at a Redemption Price equal to the greater of
(i) 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest
thereon to the Redemption Date or (ii) as determined by a Quotation Agent (as defined below), the
sum of the present values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued and paid as of the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 20 basis points, plus
accrued and unpaid interest thereon to the Redemption Date, and (2) on any date on and after June
1, 2021 at a Redemption Price equal to 100% of the principal amount of such Securities to be
redeemed, plus accrued and unpaid interest thereon to the Redemption Date; provided that unless the
Company defaults in payment of the Redemption Price, on or after the Redemption Date, interest will
cease to accrue on the Notes or portions thereof called for redemption.
Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The semi-annual equivalent yield to maturity
will be computed as of the third business day immediately preceding the Redemption Date.
Comparable Treasury Issue (expressed as a percentage of its principal amount) means the United
States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized in accordance with customary
financial practice in pricing new issues of corporate notes of comparable maturity to the remaining
term of the Notes. Comparable Treasury Price means, with respect to any Redemption Date, the
average of the Reference Treasury Dealer Quotations for such Redemption Date, provided, that if
three or more Reference Treasury Dealer Quotations are obtained, the highest and lowest of such
quotations shall
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be excluded from the calculation. Quotation Agent means the Reference Treasury Dealer
appointed by the Company. Reference Treasury Dealers means (i) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and J.P. Morgan Securities LLC and their respective successors;
provided, however, that, if the foregoing shall cease to be a primary U.S. Government securities
dealer (a Primary Treasury Dealer), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company. Reference
Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date.
The Notes do not have the benefit of any sinking fund obligations.
In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the Noteholder hereof
upon the cancellation hereof.
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, unless the Company has exercised its right
to redeem all the Notes on or before the Outside Date, 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) 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, unless the Company
has exercised its right to redeem all the Notes, 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,
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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.
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.
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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 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.
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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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