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Unless this certificate is presented by an authorized representative
of The Depository Trust Company, 55 Water Street, New York, New York (the "U.S.
Depositary"), to V.F. Corporation or its agent for registration of 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 The Depository Trust Company (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative
of the U.S. Depositary), 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.
No. R-1 $100,000,000
CUSIP # 918204 AH 1
V.F. CORPORATION
7.60% Notes due April 1, 2004
V.F. Corporation, a corporation duly organized and existing under the
laws 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 ONE HUNDRED MILLION DOLLARS ($100,000,000) on April 1, 2004,
and to pay interest thereon from April 1, 1994 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on April 1 and October 1 in each year, commencing October 1,
1994, at the rate of 7.60% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this permanent global Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the March 15 or
September 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Dates. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this permanent global Security (or one or more Predecessor Securities) is
registered at the
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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 the Holder of this permanent global Security 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 Securities of the series evidenced by this permanent global Security
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. As used herein, the term "Depositary"
shall mean the Depositary designated as such by the Company under the Indenture
described herein.
This permanent global Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture dated as of January 1, 1987, as
supplemented by a First Supplemental Indenture dated as of September 1, 1989
(the "First Supplemental Indenture"), between the Company, Morgan Guaranty
Trust Company of New York, as retiring Trustee and United States Trust Company
of New York, as successor Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), and by a Second Supplemental Indenture
dated as of April 1, 1994 (the "Second Supplemental Indenture") between the
Company and the Trustee to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This permanent
global Security is one of the series designated as the Company's 7.60% Notes
due April 1, 2004, limited in aggregate principal amount to $100,000,000.
This permanent global Security is exchangeable in whole or from time
to time in part for Securities of this series in definitive registered form
only as provided herein and in the Indenture. If (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for this
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, (ii) the Company in its sole discretion determines that this permanent
global Security shall be exchangeable for Securities of this series in
definitive registered form and executes and delivers to the Security Registrar
a Company Order providing that this permanent global Security shall be so
exchangeable, or (iii) any event shall have occurred and be continuing which,
after notice or lapse of
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time, or both, would become an Event of Default with respect to the Securities
of the series of which this permanent global Security is a part, this permanent
global Security shall be exchangeable for Securities of this series in
definitive registered form, provided that the definitive Securities so issued
in exchange for this permanent global Security shall be in denominations of
$1,000 and any integral multiples, without coupons, and be of like aggregate
principal amount and tenor as the portion of this permanent global Security to
be exchanged, and provided further that, unless the Company agrees otherwise,
Securities of this series in definitive registered form will be issued in
exchange for this permanent global Security, or any portion hereof, only if
such Securities in definitive registered form were requested by written notice
to the Trustee or the Security Registrar by or on behalf of a Person who is
beneficial owner of an interest hereof given through the Holder hereof. Except
as provided above, owners of beneficial interests in this 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. Neither 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 this permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Any exchange of this permanent global Security or portion hereof for
one or more Securities of this series in definitive registered form will be
made at the New York office of the Trustee or the Security Registrar, upon
request by or on behalf of the Person who is the beneficial owner of an
interest herein given through the Holder hereof and in accordance with
instructions given by the Company to the Trustee, the Security Registrar and
the Depositary. Upon exchange of any portion of this permanent global Security
for one or more Securities of this series in definitive registered form, the
Trustee or the Security Registrar, as the case may be, shall cancel this
permanent global Security and issue a new permanent global Security or
Securities of this Series and of like tenor for the remaining principal amount.
Except as otherwise provided herein or in the Indenture, until exchanged in
full for one or more Securities of this series in definitive registered form,
this permanent global Security shall in all respects be subject to and entitled
to the same benefits and conditions
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under the Indenture as a duly authenticated and delivered Security of this
series in definitive registered form.
Payment of the principal of (and premium, if any) and interest on this
permanent global Security due at maturity will be made by wire transfer in
immediately available funds to such account as may have been designated to the
Paying Agent upon surrender of this Security at the Corporate Trust Office of
the Paying Agent in the Borough of Manhattan, The City of New York, provided
that this permanent global Security is presented to the Paying Agent in time
for the Paying Agent to make such payment in accordance with its normal
procedures. Payments of interest (other than interest payable at maturity)
will be made by check mailed to the address of the Person entitled thereto as
it appears in the Security Register, or by wire transfer in immediately
available funds to such account as may have been designated to the Paying
Agent.
The Securities of this series are subject to redemption upon not less
than 30 days notice by mail at any time on or after April 1, 2001, as a whole
or in part, at the election of the Company, at a Redemption Price equal to 100%
of the principal amount, together with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof all as provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series
(including this permanent global Security) 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 Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains
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provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities 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 Holder of
this permanent global Security shall be conclusive and binding upon such Holder
and upon all future Holders of this permanent global Security and of any
Security or Securities 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 permanent global Security.
No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places 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 permanent global Security is
registrable in the Security Register, upon surrender of this permanent global
Security for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on this
permanent global Security 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 Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this permanent global Security is registered
as the owner hereof for all purposes, whether or not this permanent global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to
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the contrary (including, without limitation, notice of any beneficial interests
herein).
Prior to due presentment of this permanent global Security 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 permanent global
Security is registered as the owner hereof for all purposes, whether or not
this permanent global Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary (including,
without limitation, notice of any beneficial interests herein).
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Security and (b) certain restrictive covenants,
in each case upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security 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: April 13, 1994 V.F. CORPORATION
By:
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Attest:
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[SEAL]
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CERTIFICATE OF AUTHENTICATION
This is one of the permanent global Securities of the series designated therein
referred to in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK, As Trustee
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Authenticating Agent
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Authorized officer
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FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
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the within permanent global Security and all rights thereunder, and hereby does
irrevocably appoint ------------------------------------ attorney to transfer
said permanent global Security on the books of the Company, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within permanent global
Security in every particular without alteration or enlargement or any
change whatsoever or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or
correspondent in The City of New York or by a member of the New York
Stock Exchange.
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