exv4w2



 






Exhibit 4.2

 





V.F. CORPORATION




 






First Supplemental Indenture




Dated as of October 15, 2007




 






(First Supplemental to the Indenture Dated as of October 15, 2007)




 






THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee




 





 









 






     FIRST SUPPLEMENTAL INDENTURE, dated as of October 15,2007, between V.F. Corporation, a
corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein
called the “Company”), and The Bank of New York Trust Company, N.A., a National Banking
Association, as Trustee (herein called “Trustee”);



RECITALS:




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of October 15, 2007 (the “Base Indenture”), providing for the issuance from time to time of the
Company’s unsecured notes, notes or other evidences of indebtedness (herein and therein called the
“Securities”), to be issued in one or more series as provided in the Base Indenture;



     WHEREAS, Section 9.01 of the Base Indenture permits the Company and the Trustee to enter into
an indenture supplemental to the Base Indenture to establish the form and terms of any series of
Securities;



     WHEREAS, Section 2.01 of the Base Indenture permits the form of Securities of any series to be
established in an indenture supplemental to the Base Indenture;



     WHEREAS, Section 3.01 of the Base Indenture permits certain terms of any series of Securities
to be established pursuant to an indenture supplemental to the Base Indenture;



     WHEREAS, pursuant to Sections 2.01 and 3.01 of the Base Indenture, the Company desires to
provide for the establishment of two new series of Securities under the Base Indenture, the form
and substance of such Securities and the terms, provisions and conditions thereof to be set forth
as provided in the Base Indenture and this First Supplemental Indenture;



     WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of
the Company, in accordance with its terns, have been done;



     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities of both series
established by this First Supplemental Indenture by the holders thereof (the “Noteholders”), it is
mutually agreed, for the equal and proportionate benefit of all such Noteholders, as follows:



ARTICLE 1

Definitions and Other Provisions of General Application 




     Section 1.01. Relation to Base Indenture. This First Supplemental Indenture constitutes a
part of the Base Indenture (the provisions of which, as modified by this First Supplemental
Indenture, shall apply to the Notes) in respect of the Notes but shall not



 









 







modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series
of Securities or modify, amend or otherwise affect in any manner the terms and conditions of the
Securities of any other series.



     Section 1.02. Definitions. For all purposes of this First Supplemental Indenture, the
capitalized terms used herein (i) which are defined in this Section 1.02 have the respective
meanings assigned hereto in this Section 1.02 and (ii) which are defined in the Base Indenture (and
which are not defined in this Section 1.02) have the respective meanings assigned thereto in the
Base Indenture. For all purposes of this First Supplemental Indenture:



     (a) Unless the context otherwise requires, any reference to an Article or Section refers to an
Article or Section, as the case may be, of this First Supplemental Indenture;



     (b) The words “herein,” “hereof” and “hereunder” and words of similar import refer to this
First Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision; and



     (c) The terms defined in this Section 1.02(c) have the meanings assigned to them in this
Section and include the plural as well as the singular:



     “Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by each
of the Rating Agencies on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following public notice of the
occurrence of a Change of Control (which period shall be extended so long as the rating of the 2017
Notes or the 2037 Notes is under publicly announced consideration for possible downgrade by any of
the Rating Agencies); provided, that a Below Investment Grade Rating Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event
for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating
Agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at its request that the reduction was
the result, in whole or in part, of any event or circumstance composed of or arising as a result
of, or in respect of, the applicable Change of Control (whether or not the applicable Change of
Control shall have occurred at the time of the Below Investment Grade Rating Event).



     “Business Day” is any day, other than (i) a Saturday, Sunday or other day on which banking
institutions in The City of New York are authorized or required by law or executive order to remain
closed.



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of
the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act), other than the Company or one of its subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
becomes the beneficial



2









 







owner, directly or indirectly, of more than 50% of the then outstanding number of shares of
the Company’s Voting Stock; or (3) the first day on which a majority of the members of the
Company’s Board of Directors are not Continuing Directors.



     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



     “Comparable Treasury Price” means, with respect to any Redemption Date, the average of the
Reference Treasury Dealer Quotations for such Redemption Date.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (1) was a member of such Board of Directors on the date of the
issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election (either by a specific vote or by approval of the
Company’s proxy statement in which such member was named as a nominee for election as a director).



     “Interest Payment Date” has the meaning set forth in Section 2.01(d).



     “Interest Period” has the meaning set forth in Section 2.01(d).



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor rating categories of S&P); and a rating of BBB- or better by Fitch (or its equivalent
under any successor rating categories of Fitch); or the equivalent investment grade credit rating
from any additional Rating Agency or Rating Agencies selected by the Company.



     “Maturity Date” has the meaning set forth in 2.01(c).



     “Moody’s” means Moody’s Investors Service Inc. and any successor thereto.



     “Notes” has the meaning set forth in Section 2.01(a).



     “Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or
S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
replacement agency for Fitch, Moody’s or S&P, as the case may be.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and any
successor thereto.



     “Voting Stock” means the Company’s capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.



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ARTICLE 2

General Terms and Conditions of the Notes




     Section 2.01. Terms of Notes. Pursuant to Sections 2.01 and 3.01 of the Base Indenture,
there is hereby established two series of Securities, the terms of which shall be as follows:



     (a) Designation. The Securities of these series shall be known and designated as the “5.950%
Notes due 2017” (the “2017 Notes”) and “6.450% Notes due 2037” (the “2037 Notes” and together with
the 2017 Notes, the “Notes”) of the Company. The CUSIP number of the 2017 Notes is 918204 AS7 and
the CUSIP number of the 2037 Notes is 918204 AT5.



     (b) Form and Denominations. The 2017 Notes and the 2037 Notes will be issued only in fully
registered form, and the authorized denominations of the Notes shall be $2,000 principal amount and
any integral multiple of $1,000 in excess thereof. The Notes will initially be issued in the form
of one or more Global Securities substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing the same. The Notes
will be denominated in U.S. dollars and payments of principal and interest will be made in U.S.
dollars.



     (c) Maturity Date. The principal amount of, and all accrued and unpaid interest on, the Notes
shall be payable in full on November 1, 2017 for the 2017 Notes and November 1, 2037 for the 2037
Notes, or if such days are not Business Days, the following Business Day (each, the “Maturity
Date’’).



     (d) Interest. Interest payable on any Interest Payment Date (as defined below), the Maturity
Date, or if applicable, the Redemption Date (as defined in the Base Indenture) shall be the amount
accrued from, and including, the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from and including the original issue date of
October 15, 2007, if no interest has been paid or duly provided for with respect to the Notes) to
but excluding such Interest Payment Date, Maturity Date or, if applicable, Redemption Date, as the
case may be (each, an “Interest Period”). The Notes will bear interest at the rate of 5.950% for
the 2017 Notes and 6.450% for the 2037 Notes per year from the original issue date thereof to the
respective Maturity Date. Interest on the Notes shall be payable semi-annually in arrears on May 1
and November 1 of each year, beginning on May 1, 2008 (each such date, an “Interest Payment Date”).
The amount of interest payable for any semi-annual Interest Period will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual Interest Period for which interest is computed will be
computed on the basis of the actual number of days elapsed per 30-day month. In the event any
Interest Payment Date on or before the Maturity Date falls on a day that is not a Business Day, the
interest payment due on that date will be postponed to the next day that is a Business Day and no
interest shall accrue as a result of such postponement.



     In the event the Maturity Date or a Redemption Date for any Note falls on a day that is not a
Business Day, then the related payments of principal, premium, if any, and interest may be made on
the next succeeding date that is a Business Day (and no additional interest will accumulate on the
amount payable for the period from and after the Maturity Date for such Note). Interest due on the
Maturity Date or a Redemption



4









 







Date (in each case, whether or not an Interest Payment Date) will be paid to the Person to
whom principal of such Notes is payable.



     (e) To Whom Interest is Payable. Interest shall be payable to the Person in whose name the
Notes are registered at the close of business on the Business Day next preceding the Interest
Payment Date, or in the event the Notes cease to be held in the form of one or more Global
Securities, at the close of business on the date 15 days prior to that Interest Payment Date,
whether or not a Business Day.



     (f) Sinking Fund; Noteholder Repurchase Right. The Notes shall not be subject to any sinking
fund or analogous provision or be redeemable at the option of the Noteholders.



     (g) Forms. The Notes shall be substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing the same.



     (h) Registrar, Paying Agent, Authenticating Agent and Place of Payment. The Company hereby
appoints U.S. Bank Trust National Association as Security Registrar, Authenticating Agent and
Paying Agent with respect to the Notes. The Notes may be surrendered for registration of transfer
and for exchange at the office or agency of the Company maintained for such purpose in the City of
New York, New York and at any other office or agency maintained by the Company for such purpose.
The Place of Payment for the Notes shall be the Paying Agent’s office in New York, New York.



     (i) Defeasance. Until the Maturity Date, the Notes will be subject to Sections 13.02 and
13.03 of the Base Indenture.



ARTICLE 3

Change of Control Repurchase Event




     Section 3.01. Change of Control Repurchase Events. If a Change of Control Repurchase Event
with respect to the 2017 Notes or the 2037 Notes occurs, unless the Company has exercised its right
to redeem all the 2017 Notes or the 2037 Notes, the Company shall make an offer to each Noteholder
of the 2017 Notes or the 2037 Notes to repurchase all or any part (in integral multiples of $1,000)
of that Noteholder’s 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 Company’s 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 2017 Notes or the 2037 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 2017 Notes or the 2037 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.



5









 






     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 this Section 3.01 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 2017 Notes or the 2037 Notes:




	 	•	 	accept for payment all Notes properly tendered pursuant to the Company’s 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 shall promptly mail to each Noteholder holding 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 security equal in
principal amount to any unpurchased portion of any Tendered Notes; provided, that each new security
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.



ARTICLE 4

Supplemental Indentures




     Section 4.01. Supplemental Indentures with Consent of Noteholders. As set forth in Section
9.01 of the Base Indenture, with the consent of the holders of a majority in the aggregate
principal amount of Notes of each series affected by such supplemental indenture at the time
outstanding, the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental to the Base Indenture for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Base Indenture or this
First Supplemental Indenture or of modifying in any manner the rights of the Noteholders.



6









 





ARTICLE 5

Miscellaneous




     Section 5.01.
 Relationship to Existing Base Indenture. The First Supplemental Indenture is
a supplemental indenture within the meaning of the Base Indenture. The Base Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all respects ratified,
confirmed and approved and, with respect to the Notes, the Base Indenture, as supplemented and
amended by this First Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.



     Section 5.02. Modification of The Existing Base Indenture. Except as expressly modified by
this First Supplemental Indenture, the provisions of the Base Indenture shall govern the terms and
conditions of the Notes.



     Section 5.03. Governing Law. This instrument shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 5.04. Counterparts. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.



     Section 5.05. Trustee Makes No Representation. The recitals contained herein are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this First
Supplemental Indenture (except for its execution thereof and its certificates of authentication of
the Notes).



7









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and attested all as of the day and year first above written.



Dated: October 15, 2007




	 	 	 	 	 
	 	V.F. Corporation

 	 
	 	By:  	/s/ Mackey J. McDonald
 	 
	 	 	Mackey J. McDonald 	 
	 	 	Chairman and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Candace S. Cummings
 	 
	 	 	Candace S. Cummings 	 
	 	 	Vice President – Administration,

General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Frank C. Pickard III
 	 
	 	 	Frank C. Pickard III 	 
	 	 	Vice President – Treasurer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Candace S. Cummings
 	 
	 	 	Candace S. Cummings 	 
	 	 	Vice President – Administration,

General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee

 	 
	 	By:  	/s/ Christie Leppert
 	 
	 	 	Name:  	Christie Leppert 	 
	 	 	Title:  	Assistant Vice President 	 
	 




8









 





ANNEX A




     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.



A-1 









 





V.F. CORPORATION




			
	No.
	 	CUSIP No.:

$






     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 $Ÿ on November [ ], 20[ ]
and to pay interest thereon from October 15, 2007, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on May 1 and November 1 in each
year, commencing May 1, 2008, at the rate of Ÿ% 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 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 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
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.



A-2 









 






     In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.



Dated:




	 	 	 	 	 
	 	V.F. Corporation

 	 
	 	By:  	 	 
	 	 	Mackey J. McDonald 	 
	 	 	Chairman and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Candace S. Cummings 	 
	 	 	Vice President – Administration,
 General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	

 	 
	 	 	Frank C. Pickard III 	 
	 	 	Vice President – Treasurer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	/s/ Candace S. Cummings
 	 
	 	 	Candace S. Cummings 	 
	 	 	Vice President – Administration, 
General Counsel and Secretary 	 
	 




       This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 



(Signature Page for Series Ÿ Security)




A-3 









 








[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 First Supplemental Indenture, dated as of October 15, 2007
(herein called the “First Supplemental Indenture” and together with the Base Indenture, the
“Indenture”), between the Company and 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 $Ÿ. 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, on any date 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 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 Ÿ basis points, 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, (i) 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 be excluded from the calculation. “Quotation Agent” means the Reference Treasury
Dealer appointed by the Company. “Reference Treasury Dealer” means (i) Citigroup Global Markets
Inc. and its respective successors; provided, however, that, if the foregoing shall cease to be a
primary U.S. Government securities dealer (a “Primary



A-4 









 







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 Trustee, 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
Trustee 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.



     If a Change of Control Repurchase Event with respect to the 2017 Notes or 2037 Notes occurs,
unless the Company has exercised its right to redeem all the 2017 Notes or 2037 Notes, the Company
shall make an offer to each Noteholder of the 2017 Notes or 2037 Notes to repurchase all or any
part (in integral multiples of $1,000) of that Noteholder’s 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 Company’s 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 2017 Notes or 2037 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 2017 Notes or 2037 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 2017 Notes or 2037 Notes:



     • accept for payment all Notes properly tendered pursuant to the Company’s 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



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     • 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 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



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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.



     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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