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V.F. CORPORATION
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
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Second Supplemental Indenture
Dated as of April 1, 1994
To the Indenture
Dated as of January 1, 1987
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SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 1994, between V.F.
CORPORATION, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (the "Company"), having its principal offices at
1047 North Park Road, Wyomissing, Pennsylvania 19610, and UNITED STATES TRUST
COMPANY OF NEW YORK, a banking corporation duly organized and existing under
the laws of the State of New York, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (the "Retired Trustee") an Indenture, dated
as of January 1, 1987 between the Company and the Retired Trustee, as
supplemented by the First Supplemental Indenture, dated as of September 1,
1989, among the Company, the Retired Trustee and the Trustee (collectively, the
"Indenture"), providing for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (herein and therein
called the "Securities"), to be issued in one or more series as in the
Indenture provided;
WHEREAS, Sections 901(5) and 901(9) of the Indenture provide, among
other things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture (a) for the purpose of changing or eliminating
any provision of the Indenture, provided that such change or elimination shall
not be effective as to any Security Outstanding of any series created prior to
the execution of such supplemental indenture which is entitled to the benefit
of such provision, and (b) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture; provided such action shall not adversely affect the interests
of the Holders of Securities of any series in any material respect;
WHEREAS, the Company pursuant to the foregoing authority, proposes in
and by this Second Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
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AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. The definition of "Depositary" is hereby added to Section 101 of
the Indenture to read in its entirety as follows:
"'Depositary' means, with respect to the Securities
of any series issuable or issued in whole or in part in the
form of one or more permanent global Securities, the person
designated as Depositary by the Company pursuant to Section
301, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and if at any
time there is more than one such Person, 'Depositary' as used
with respect to the Securities of any such series shall mean
the Depositary with respect to the Securities of that series."
2. A new Section 205 is hereby inserted into the Indenture to
read in its entirety as follows:
"SECTION 205. Securities in Permanent Global Form.
If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in
permanent global form, then notwithstanding Section 301(8) and the
provisions of Section 302, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of
a Security in permanent global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee or the Security
Registrar in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security in permanent global
form or in the Company Order to be delivered to the Trustee pursuant
to Section 303 or Section 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee or the Security
Registrar shall deliver and redeliver any Security in
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permanent global form in the manner and upon instructions given by the
Person or Persons specified in such Security or in the applicable
Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a global
Security shall be in writing but need not comply with Section 102 and
need not be accompanied by an Officer's Certificate or an Opinion of
Counsel, provided that the permanent global Security to be endorsed,
delivered or redelivered has previously been covered by an Opinion of
Counsel.
The provisions of the last sentence of Section 303 shall only
apply to any Security represented by a Security in permanent
global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee or the Security Registrar the
Security in permanent global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by
an Officer's Certificate or an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence
of Section 303.
Except as provided in the Indenture and in any permanent
global Security, owners of beneficial interests in any permanent
global Security will not be entitled to have Securities registered in
their names, will not receive or be entitled to physical delivery of
Securities in definitive registered form and will not be considered
the Holders thereof for any purpose under the Indenture. None of the
Company, the Trustee, any Paying Agent nor the Securities Registrar
shall have any responsibility or liability for any aspect of records
relating to or payments made on account of beneficial ownership
interests in any permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests."
3. Section 301 of the Indenture is hereby amended by:
(i) deleting paragraph two thereof and adding the
following paragraph in lieu thereof:
"The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board
Resolution and, subject to Section 303,
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set forth, or determined in the manner provided, in an
Officer's Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of
Securities of any series,";
(ii ) adding the following to the end of the
parenthetical phrase in clause (2):
"and except for any Securities which, pursuant to Section 303
of the Indenture, shall have not been issued and sold by the
Company and are therefore deemed never to have been
authenticated and delivered hereunder";
(iii) adding the following to the beginning of clause
(4):
"the Person to whom any interest on any Security of the series
shall be payable if other than as set forth in Section 307,";
(iv) renumbering clauses (11) through (13) as clauses
(12) through (14);
(v) adding the following as clause (11):
"(11) whether the Securities of the series are to be
issuable in whole or in part in permanent global form, without
coupons, and, if so, (i) the circumstances under which
beneficial owners of interests in such permanent global
Security or Securities may exchange such interests for
Securities of such series and of like interest rate and
maturity and principal amount in definitive registered form
and authorized denominations, if other than as set forth in
Section 305, and (ii) the Depositary with respect to any such
permanent global Security or Securities;" and
(vi) deleting the penultimate paragraph thereof and
adding the following paragraph in lieu thereof:
"All Securities of any one series shall be
substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set
forth in the Officer's Certificate referred to above or in any
such indenture supplemental hereto."
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4. Section 302 of the Indenture is hereby amended to read in
its entirety as follows:
"The Securities of each series shall be issuable in registered
form without coupons and, except for any Security issuable in
permanent global form, in such denominations as shall be specified in
accordance with Section 301. In the absence of such provisions with
respect to the Securities of any series, the Securities of such
series, other than a Security issuable in permanent global form, shall
be issuable in denominations of $1,000 and any integral multiple
thereof."
5. Section 303 of the Indenture is hereby amended by:
(i) adding the following paragraph immediately before
the penultimate paragraph:
"Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all Securities of a series are not
to be originally issued at one time, it shall not be necessary
to deliver the Officer's Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding
paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or
prior to the time of authentication upon original issuance of
the first Security of such series to be issued"; and
(ii) adding the following at the end of the last
paragraph:
"Notwithstanding the foregoing and subject, in the
case of a Security in permanent global form, to Section 205,
if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) directing
such cancellation and stating that such Security has never
been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been
authenticated and
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delivered hereunder and shall never be entitled to the
benefits of this Indenture."
6. Section 305 of the Indenture is hereby amended by adding
the following paragraph to the end thereof:
"Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global
Security shall be exchangeable pursuant to this Section only
as provided in this paragraph. The beneficial owners of
interests in a permanent global Security are entitled to the
exchange of such interests for Securities of such series and
of like interest rate and maturity and principal amount in
definitive registered form and authorized denomination, as
specified by Section 301, if (a) the Depositary notifies the
Company that it is unwilling or unable to continue as
Depositary for such permanent global Security or if at any
time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (b) if
the Company in its sole discretion determines that such
permanent global Security shall be exchangeable for definitive
registered Securities and executes and delivers to the
Security Registrar a Company Order providing that such
permanent global Security shall be so exchangeable, or (c) any
event shall have occurred and be continuing which, after
notice or lapse of time, or both, would become an Event of
Default with respect to the securities of the series of which
such permanent global Security is a part. Without unnecessary
delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall
deliver to the Trustee or the Security Registrar definitive
registered Securities, executed by the Company, of that series
in aggregate principal amount equal to the principal amount of
such permanent global Security to be exchanged. On or after
the earliest date on which such interests may be so exchanged,
in accordance with instructions given by the Company to the
Trustee, the Security Registrar and the Depositary (which
instructions shall be in writing but need not comply with
Section 102 or be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to
time by the Depositary or such other depositary as shall be
specified in the Company Order with respect
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thereto to the Trustee, as the Company's agent for such
purpose, or to the Security Registrar, to be exchanged, in
whole or in part, for definitive Securities of the same
series, without charge, and the Trustee shall authenticate and
deliver in accordance with such instructions, in exchange for
each portion of such permanent global Security, a like
aggregate principal amount of definitive registered Securities
of the same series of authorized denominations and of like
tenor as the portion of such permanent global Security to be
exchanged; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days
before any selection of Securities of that series for
redemption and ending on the relevant Redemption Date. If a
Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or
agency on the relevant Interest Payment Date or (ii) any
Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, such
interest or defaulted interest will not be payable on such
Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Security issued in exchange,
but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to
whom interest or defaulted interest in respect of such
permanent global Security is payable in accordance with the
provisions of this Indenture.
7. Section 307 of the Indenture is hereby amended by adding
the following at the beginning thereof and by lower casing the letter
"I" immediately thereafter.
"Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities,".
8. Section 309 of the Indenture is hereby amended by deleting
the second sentence thereof and adding the following sentence in lieu
thereof:
"The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated
and delivered hereunder which the Company
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may have acquired in any manner whatsoever and may
deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly
cancelled by the Trustee."
9. Section 1107 of the Indenture is hereby amended by adding
the following sentence at the end thereof:
"If a Security in permanent global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Security in permanent
global form, without service charge, a new Security in
permanent global form, in a denomination equal to and in
exchange for the unredeemed portion of the principal of the
Security in permanent global form so surrendered."
10. All provisions of this Second Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture;
and the Indenture, as supplemented by this Second Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.
11. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to
perform the same upon the terms and conditions in the Indenture, as
supplemented by this Second Supplemental Indenture.
12. The recitals contained in the Indenture and the
Securities, except the Trustee's certificate of authentication, shall
be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of the Indenture or
the Securities.
13. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the
Indenture.
14. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
V.F. CORPORATION
By:
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Title:
[CORPORATE SEAL]
Attest:
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Title:
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
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Title:
[CORPORATE SEAL]
Attest:
- ---------------------------
Title:
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COMMONWEALTH OF PENNSYLVANIA)
) ss:
COUNTY OF BERKS )
On the --- day of April, 1994, before me personally came -------------,
to me known, who, being duly sworn, did dispose and say that he is -------- of
V.F. Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
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COMMONWEALTH OF PENNSYLVANIA)
) ss:
COUNTY OF BERKS )
On the --- day of April, 1994, before me personally came -------------,
to me known, who, being duly sworn, did dispose and say that he is -------- of
V.F. Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the --- day of April, 1994, before me personally came ------------,
me known, who, being by me duly sworn, did dispose and say that he is a
- ------------ of United States Trust Company of New York, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
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