EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 1 dated as of April 20, 2020 (this “Amendment”), among V.F. Corporation, a Pennsylvania
corporation (the “Company”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). 

Reference is made to the Five-Year Revolving Credit Agreement dated as of December 17, 2018 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among V.F. Corporation, a Pennsylvania corporation (the “Company”), VF Investments S.à r.l., VF Enterprises S.à r.l., VF Europe B.V.0B.A.,
VF International Sagl, the other Borrowing Subsidiaries from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Lender, Swing Line Lender and L/C Issuer, and the other Lenders party thereto. 

The Company has requested that the Credit Agreement be amended as set forth herein, and the Lenders whose signatures appear below, which
constitute the Required Lenders, are willing to agree to such amendments on the terms and subject to the conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms. Capitalized terms
used but not otherwise defined herein (including in the recitals hereto) have the meanings assigned to them in the Credit Agreement. 

SECTION 2. Amendments to Credit Agreement. (a) Effective as of the Amendment Effective Date (as defined below), the Credit
Agreement (excluding, except as set forth below, the Schedules and the Exhibits thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the
single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in the blackline changed pages attached as Exhibit A hereto. 

(b) Exhibit G to the Credit Agreement is hereby amended and restated to be in the form of Exhibit G hereto. 

SECTION 3. Representations and Warranties. The Company hereby represents and warrants to the Lenders and the Administrative Agent that:

 (a) the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects on
and as of the Amendment Effective Date, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date (in
which case they are true and correct in all material respects on and as of such earlier date) and except that, for purposes of this clause (a), the 

  
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financial statements referred to in Section 5.04 of the Credit Agreement shall be deemed to be the financial statements most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement; and 
 (b) as of the Amendment Effective Date, no Default or Event of
Default has occurred and is continuing. 
 SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the
“Amendment Effective Date”) on which the following conditions are satisfied: 
 (a) Amendment. The Administrative
Agent shall have executed a counterpart of this Amendment and shall have received from the Company and Lenders that represent at least the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or
(ii) written evidence satisfactory to the Administrative Agent (which may include fax or electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. 

(b) Fees and Expenses. The Administrative Agent shall have received all fees required to be paid on, and the Administrative Agent shall
have received all expenses required to be reimbursed on, the Amendment Effective Date pursuant to this Amendment or any other agreements entered into by the Company and the Administrative Agent or any Arranger in connection with this Amendment. 

SECTION 5. Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the L/C Issuers or the Lenders under the Credit Agreement and the other Loan Documents, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, guarantees, covenants or agreements contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended hereby in
similar or different circumstances. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of
similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended
hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 

  
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 SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such fully-executed counterpart. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging shall be effective as delivery of a manually executed counterpart thereof. 

SECTION 8. Incorporation by Reference. The provisions of Sections 1.03, 11.12(b), 11.12(c), 11.12(e) and 11.12(f) of the Credit
Agreement are hereby incorporated by reference, mutatis mutandis. 
 [Remainder of this page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the date first above written. 
  

			
	V.F. CORPORATION,
		
	by	 	
		 	 /s/ Scott Roe

		 	Name: Scott Roe
		 	Title:   Executive Vice President and CFO
		
	by	 	
		 	 /s/ Omorlie Harris

		 	Name: Omorlie Harris
		 	Title:   Vice President, Treasurer



  
 [Signature Page to
Amendment No. 1] 













 
			
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
		
	By	 	
		 	 /s/ Heather Hoopingarner

		 	Name: Heather Hoopingarner
		 	Title:   Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: Barclays Bank PLC
		
	By	 	
		 	 /s/ Christopher M. Aitkin

		 	Name: Christopher M. Aitkin
		 	Title:   Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	BNP Paribas
		
	By	 	
		 	 /s/ Mike Shryock

		 	Name: Mike Shryock
		 	Title:   Managing Director
		
	By	 	
		 	 /s/ Michael Hoffman

		 	Name: Michael Hoffman
		 	Title:   Director



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution:
	
	 THE BANK OF NEW YORK MELLON

		
	By	 	
		 	 /s/ William M. Feathers

		 	Name: William M. Feathers
		 	Title:   Director



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	BANK OF AMERICA, N.A.:
		
	By	 	
		 	 /s/ Anthony Hoye

		 	Name: Anthony Hoye
		 	Title:   Director
	
	For any Lender requiring a second signature block:
		
	By	 	
		 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: Citibank, N.A.
		
	By	 	
		 	 /s/ Kenneth E. Quinn

		 	Name: Kenneth E. Quinn
		 	Title:   Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Credit Suisse AG, Cayman Islands Branch
		
	By	 	
		 	 /s/ Lingzi Huang

		 	Name: Lingzi Huang
		 	Title:   Authorized Signatory
	
	For any Lender requiring a second signature block:
		
	by	 	 /s/ Brady Bingham

		 	Name: Brady Bingham
		 	Title:   Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Goldman Sachs Bank USA
		
	By	 	
		 	 /s/ Jamie Minieri

		 	Name: Jamie Minieri
		 	Title:   Authorized Signatory



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: HSBC Bank USA, N.A.
		
	By	 	
		 	 /s/ Alan Vitulich

		 	Name: Alan Vitulich
		 	Title:   Director



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	 Name of Institution:
  

ING Bank N.V., Dublin Branch

		
	By	 	
		 	 /s/ Sean Hassett

		 	Name: Sean Hassett
		 	Title:   Director
		
	By	 	
		 	 /s/ Barry Fehily

		 	Name: Barry Fehily
		 	Title:   Managing Director



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: Morgan Stanley Bank, N.A.
		
	By	 	
		 	 /s/ Christopher Winthrop

		 	Name: Christopher Winthrop
		 	Title:   Authorized Signatory
	
	For any Lender requiring a second signature block:
		
	by	 	
		 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: MUFG Bank, Ltd.
		
	by	 	
		 	 /s/ Henry Schwarz

		 	Name: Henry Schwarz
		 	Title:   Authorized Signatory
	
	For any Lender requiring a second signature block:
		
	by	 	
		 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  


			
	Name of Institution: PNC Bank
		
	By	 	
		 	 /s/ Larry Jackson

		 	Name: Larry Jackson
		 	Title:   Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Banco Santander, S.A., New York Branch
		
	By	 	
		 	 /s/ Pablo Urgoiti

		 	Name: Pablo Urgoiti
		 	Title:   Managing Director
		
	By	 	
		 	 /s/ Rita Walz-Cuccioli

		 	Name: Rita Walz-Cuccioli
		 	Title:   Executive Director



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	TD Bank, N.A.
		
	By	 	
		 	 /s/ Betty Chang

		 	Name: Betty Chang
		 	Title:   Senior Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: Truist Bank, as successor by merger to SunTrust Bank and formerly known as Branch Banking and Trust Company
		
	By	 	
		 	 /s/ Max Greer

		 	Name: Max Greer
		 	Title:   Senior Vice President



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	 Name of Institution:
  

UNICREDIT BANK AG, NEW YORK BRANCH

		
	By	 	
		 	 /s/ Kimberly Sousa

		 	Name: Kimberly Sousa
		 	Title:   Managing Director
		
	By	 	
		 	 /s/ Karan Dedhia

		 	Name: Karan Dedhia
		 	Title:   Associate



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: U.S. Bank National Association
		
	by	 	
		 	 /s/ Mark D. Rodgers

		 	Name: Mark D. Rodgers
		 	Title:   Vice President
	
	For any Lender requiring a second signature block:
		
	By	 	
		 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Amendment No. 1] 














 SIGNATURE PAGE TO 

AMENDMENT NO. 1 TO 
 THE FIVE-YEAR
REVOLVING CREDIT AGREEMENT 
 OF V. F. CORPORATION 
  

 
			
	Name of Institution: Wells Fargo Bank, National Association
		
	by	 	
		 	 /s/ Ekta Patel

		 	Name: Ekta Patel
		 	Title:   Managing Director



  
 [Signature Page to
Amendment No. 1] 













 EXHIBIT A 

AMENDMENTS TO CREDIT AGREEMENT 

[Attached] 












 EXECUTION VERSION 

EXHIBIT A 

PROPOSED AMENDMENTS REFLECTING AMENDMENT NO. 1 

ADDED TEXT SHOWN UNDERSCORED, DELETED TEXT SHOWN STRIKETHROUGH 

FIVE-YEAR REVOLVING CREDIT AGREEMENT 

dated as of 
 December 17,
2018, 
 among 
 V.F.
CORPORATION, 
 VF INVESTMENTS S.À R.L., 

VF ENTERPRISES S.À R.L., 
 VF
EUROPE B.V.B.A. 
 and 
 VF
INTERNATIONAL SAGL, 
 as Borrowers 

the other BORROWING SUBSIDIARIES, 

the LENDERS Party Hereto 
 and

 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent 
  

 
  

JPMORGAN CHASE BANK, N.A., 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 BARCLAYS BANK PLC, 

HSBC SECURITIES (USA) INC., 
 U.S.
BANK NATIONAL ASSOCIATION 
 and 

WELLS FARGO SECURITIES, LLC, 
 as
Joint-Lead Arrangers and Joint Bookrunners 
 BANK OF AMERICA, N.A., 

BARCLAYS BANK PLC, 
 HSBC BANK USA,
NATIONAL ASSOCIATION, 
 U.S. BANK NATIONAL ASSOCIATION 

and 
 WELLS FARGO BANK, N.A., 

as Co-Syndication Agents 
 and 

CITIBANK N.A., 
 ING BANK N.V.,
DUBLIN BRANCH, 












 TABLE OF CONTENTS 

Page 
 ARTICLE I 

Definitions and Terms 
  

							
	 SECTION 1.01.
	 	Definitions	  	 	2	 
	 SECTION 1.02.
	 	Classification of Loans and Borrowings	  	 	32	 
	 SECTION 1.03.
	 	Rules of Interpretation	  	 	32	 
	 SECTION 1.04.
	 	Currency Translation	  	 	34	 
	 SECTION 1.05.
	 	Change of Currency	  	 	3435	 
	 SECTION 1.06.
	 	Interest Rates; LIBOR Notification	  	 	35	 
	
	ARTICLE II	  

	
	The Credits	  

	 SECTION 2.01.
	 	Commitments	  	 	3536	 
	 SECTION 2.02.
	 	Loans and Borrowings	  	 	3637	 
	 SECTION 2.03.
	 	Requests for Borrowings	  	 	3738	 
	 SECTION 2.04.
	 	Swing Line Loans	  	 	3839	 
	 SECTION 2.05.
	 	Letters of Credit	  	 	4041	 
	 SECTION 2.06.
	 	Funding of Borrowings	  	 	49	 
	 SECTION 2.07.
	 	Interest Elections	  	 	50	 
	 SECTION 2.08.
	 	Termination, Reduction and Increase of Commitments; Redesignation of Commitments	  	 	5152	 
	 SECTION 2.09.
	 	Repayment of Loans; Evidence of Debt	  	 	54	 
	 SECTION 2.10.
	 	Prepayment of Loans	  	 	5455	 
	 SECTION 2.11.
	 	Fees	  	 	56	 
	 SECTION 2.12.
	 	Interest	  	 	5758	 
	 SECTION 2.13.
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	5859	 
	 SECTION 2.14.
	 	Borrowing Subsidiaries	  	 	6061	 
	 SECTION 2.15.
	 	Defaulting Lenders	  	 	62	 
	 SECTION 2.16.
	 	Extension Offers	  	 	6465	 
	 SECTION 2.17.
	 	Use of Proceeds	  	 	6667	 
	ARTICLE III	  

	
	Change in Circumstances	  

			
	 SECTION 3.01.
	 	Increased Cost and Reduced Return	  	 	6667	 
	 SECTION 3.02.
	 	Limitation on Types of Loans	  	 	6869	 
	 SECTION 3.03.
	 	Illegality	  	 	70	 
	 SECTION 3.04.
	 	Compensation	  	 	7071	 


  
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	 SECTION 3.05.
	  	Taxes	  	 	71	 
	 SECTION 3.06.
	  	Designation and Change of Lending Offices	  	 	7374	 
	 SECTION 3.07.
	  	Substitution of Lenders	  	 	7374	 
	
	ARTICLE IV	  

	
	Conditions to Making Loans and Issuing Letters of Credit	  

			
	 SECTION 4.01.
	  	Conditions of Closing	  	 	7475	 
	 SECTION 4.02.
	  	Conditions of Revolving Loans, Letters of Credit and Swing Line Loans	  	 	76	 
	 SECTION 4.03.
	  	Initial Revolving Loans, Letters of Credit and Swing Line Loans of each New Borrowing Subsidiary	  	 	77	 
	
	ARTICLE V	  

	
	Representations and Warranties	  

			
	 SECTION 5.01.
	  	Corporate Existence and Power	  	 	7778	 
	 SECTION 5.02.
	  	Corporate and Governmental Authorization; No Contravention	  	 	7778	 
	 SECTION 5.03.
	  	Binding Effect	  	 	78	 
	 SECTION 5.04.
	  	Financial Information	  	 	78	 
	 SECTION 5.05.
	  	Litigation	  	 	7879	 
	 SECTION 5.06.
	  	Compliance with ERISA	  	 	7879	 
	 SECTION 5.07.
	  	Environmental Matters	  	 	7879	 
	 SECTION 5.08.
	  	Taxes	  	 	79	 
	 SECTION 5.09.
	  	Margin Stock	  	 	7980	 
	 SECTION 5.10.
	  	Investment Company	  	 	7980	 
	 SECTION 5.11.
	  	Full Disclosure	  	 	7980	 
	 SECTION 5.12.
	  	No Consents, Etc	  	 	80	 
	 SECTION 5.13.
	  	Anti-Corruption Laws and Sanctions	  	 	8081	 
	
	ARTICLE VI	  

	
	Affirmative Covenants	  

			
	 SECTION 6.01.
	  	Financial Reports, Etc	  	 	8081	 
	 SECTION 6.02.
	  	Payment of Taxes	  	 	8384	 
	 SECTION 6.03.
	  	Maintenance of Properties; Insurance	  	 	84	 
	 SECTION 6.04.
	  	Compliance with Laws	  	 	8485	 
	 SECTION 6.05.
	  	Books and Records	  	 	8485	 
	 SECTION 6.06.
	  	Existence	  	 	8485	 


  
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	ARTICLE VII	  

		
	Negative Covenants	  			
			
	 SECTION 7.01.
	  	Consolidated Indebtedness to Consolidated Capitalization Financial Covenants	  	 	85	 
	 SECTION 7.02.
	  	Liens	  	 	8586	 
	 SECTION 7.03.
	  	Indebtedness of Subsidiaries	  	 	8687	 
	 SECTION 7.04.
	  	Consolidations, Mergers and Sales of Assets	  	 	8688	 
	 SECTION 7.05.
	  	Use of Proceeds	  	 	8788	 
	
	ARTICLE VIII	  

	
	Events of Default and Acceleration	  

			
	 SECTION 8.01.
	  	Events of Default	  	 	8788	 
	 SECTION 8.02.
	  	Administrative Agent to Act	  	 	9091	 
	 SECTION 8.03.
	  	Cumulative Rights	  	 	9091	 
	 SECTION 8.04.
	  	No Waiver	  	 	9092	 
	 SECTION 8.05.
	  	Allocation of Proceeds	  	 	9192	 
	
	ARTICLE IX	  

	
	The Administrative Agent	  

			
	 SECTION 9.01.
	  	Appointment and Authority	  	 	9192	 
	 SECTION 9.02.
	  	Rights as Lenders	  	 	9293	 
	 SECTION 9.03.
	  	Exculpatory Provisions	  	 	9293	 
	 SECTION 9.04.
	  	Reliance by Administrative Agent	  	 	9394	 
	 SECTION 9.05.
	  	Delegation of Duties	  	 	9394	 
	 SECTION 9.06.
	  	Resignation of Administrative Agent	  	 	9495	 
	 SECTION 9.07.
	  	Non-Reliance on Agents and Other Lenders	  	 	9596	 
	 SECTION 9.08.
	  	No Other Duties, Etc	  	 	9596	 
	 SECTION 9.09.
	  	Administrative Agent May File Proofsof Claim	  	 	9596	 
	 SECTION 9.10.
	  	Certain ERISA Matters	  	 	9697	 
	
	ARTICLE X	  

	
	Guarantee	  

			
	 SECTION 10.01.
	  	Guarantee	  	 	9798	 
	 SECTION 10.02.
	  	No Subrogation	  	 	9899	 
	 SECTION 10.03.
	  	Amendments, etc. with respect tothe Obligations	  	 	9899	 
	 SECTION 10.04.
	  	Guarantee Absolute and Unconditional	  	 	98100	 
	 SECTION 10.05.
	  	Reinstatement	  	 	99101	 
	 SECTION 10.06.
	  	Payments	  	 	100101	 
	 SECTION 10.07.
	  	Independent Obligations	  	 	100101	 


  
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	ARTICLE XI	  

	
	Miscellaneous	  

	 SECTION 11.01.
	  	Assignments and Participations	  	 	100101	 
	 SECTION 11.02.
	  	Notices; Effectiveness; Electronic Communication	  	 	103104	 
	 SECTION 11.03.
	  	Right of Set-off; Adjustments	  	 	107108	 
	 SECTION 11.04.
	  	Survival	  	 	107108	 
	 SECTION 11.05.
	  	Expenses	  	 	107108	 
	 SECTION 11.06.
	  	Amendments and Waivers	  	 	108109	 
	 SECTION 11.07.
	  	Counterparts; Electronic Execution	  	 	110111	 
	 SECTION 11.08.
	  	Termination	  	 	110111	 
	 SECTION 11.09.
	  	Indemnification; Limitation of Liability	  	 	111112	 
	 SECTION 11.10.
	  	Severability	  	 	112113	 
	 SECTION 11.11.
	  	Integration	  	 	112113	 
	 SECTION 11.12.
	  	Governing Law; Waiver of Jury Trial	  	 	112113	 
	 SECTION 11.13.
	  	Confidentiality	  	 	115116	 
	 SECTION 11.14.
	  	“Know Your Customer” Checks; Certain Notices	  	 	115116	 
	 SECTION 11.15.
	  	Conversion of Currencies	  	 	116117	 
	 SECTION 11.16.
	  	Interest Rate Limitation	  	 	117118	 
	 SECTION 11.17.
	  	No Fiduciary Relationship	  	 	117118	 
	 SECTION 11.18.
	  	Company as Agent of Borrowing Subsidiaries	  	 	117118	 
	 SECTION 11.19.
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	117118	 
	 SECTION 11.1911. 20.
	  	Limitations for Swiss Borrowers	  	 	119	 
	 SECTION 11.21.
	  	Waiver of Notice Period in Connection with Termination of Existing Credit Agreement	  	 	120121	 


  
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 4 
  

 “Amendment No. 1” means that certain Amendment No. 1 dated as of
April 20, 2020, to this Agreement, among the Company, the Lenders party thereto and the Administrative Agent. 
 “Amendment
No. 1 Effective Date” means the “Amendment Effective Date” as defined in the Amendment No. 1. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or any of their
Subsidiaries from time to time concerning or relating to bribery or corruption. 
 “Applicable Lending Office” means, as to
any Lender, the office or offices described as such in such Lender’s Administrative Questionnaire, or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and
the Company by written notice in accordance with the terms hereof as the office by which its Loans of each Class and Type are to be made and maintained. 

“Applicable Rate” means, for any day with respect to any ABR Loan (including any Swing Line Loan that is an ABR Loan), LIBOR
Loan, EURIBOR Loan, CDOR Loan, Euro Overnight Rate Loan or the Facility Fee, as the case may be, the applicable rate per annum set forth under the appropriate caption in the table below, in each case based upon the ratings by S&P and
Moody’s applicable on such date to the Index Debt: 
  

									
	 Category
	 	 Ratings S&P /Moody’s
	 	 LIBOR / EURIBOR /

CDOR/Euro
 Overnight Rate
Loans
	 	 ABR Loans
	 	 Facility Fee Rate

	 1
	 	AA- / Aa3	 	0.580%	 	0.000%	 	0.045%
	 2
	 	A+ / A1	 	0.695%	 	0.000%	 	0.055%
	 3
	 	A / A2	 	0.810%	 	0.000%	 	0.065%
	 4
	 	A- / A3	 	0.910%	 	0.000%	 	0.090%
	 5
	 	£ BBB+ / Baa1	 	1.015%	 	0.000%	 	0.110%

 For purposes of the foregoing, (i) if either S&P or Moody’s shall not have in effect a rating for the Index Debt
(other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5, (ii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be the applicable rate per annum corresponding to the higher (or numerically lower) of such Categories unless one of the
ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that corresponding to the higher of the two ratings and (iii) if the ratings established or
deemed to have been established by S&P and Moody’s for the Index Debt shall be changed (other than as a result of a change in the rating system of S&P or Moody’s), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If
the rating Swing Line Exposure and (e) any Lenders, refers to whether such Lenders are Global Tranche Lenders or US Tranche Lenders. 













 9 
  

 “Closing Date” means the date as of which this Agreement is executed by the
parties hereto and on which the conditions set forth in Section 4.01 have been satisfied or waived. 
 “Code” means
the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. 

“Commitments” means the Global Tranche Commitments and the US Tranche Commitments. The aggregate amount of the Commitments as
of the Closing Date is US$2,250,000,000. 
 “Communications” means, collectively, any notice, demand, communication,
information, document or other material provided by or on behalf of any Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed by the Administrative Agent, any Lender or any L/C Issuer by means of
electronic communications in accordance with this Agreement, including through the Platform. 
 “Company” has the meaning
specified in the preamble hereto. 
 “Company Materials” has the meaning specified in Section 6.01. 

“Consolidated Capitalization” means, as of the last day of any date on which the amount thereof is to be
determinedfiscal quarter, the sum of Consolidated Indebtedness plus Consolidated Net Worth. 
 “Consolidated
Indebtedness” means, as of any date on which the amount thereof is to be determinedlast day of any fiscal quarter, all Funded Indebtedness of the Company and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP. 
 “Consolidated Net Capitalization” means, as of the last day of any fiscal
quarter, the sum of Consolidated Net Indebtedness plus Consolidated Net Worth. 
 “Consolidated Net Indebtedness” means, as
of the last day of any fiscal quarter, all Funded Indebtedness of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, minus Unrestricted Cash; provided that Consolidated Net Indebtedness shall not be less
than zero. 
 “Consolidated Net Worth” means, as of the last day of any date on which the amount thereof
is to be determinedfiscal quarter, the consolidated stockholders’ equity of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 













 21 
  

 “Lenders” includes each Swing Line Lender. For all purposes of Article III, the term
“Lender” includes each L/C Issuer. 
 “Letter of Credit” means a (a) letter of credit issued under this
Agreement and (b) each of the Existing Letters of Credit. 
 “LIBO Rate” means, with respect to any LIBOR Loan
denominated in any currency for any Interest Period, the applicable Screen Rate as of the Specified Time on the Quotation Day. 

“LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, shall bear interest at a rate determined by reference to the LIBO Rate or the Adjusted LIBO Rate. 
 “Lien”
means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or
security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purposes of this Agreement, the Company and any Subsidiary shall
be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for
security purposes. 
 “Liquidity Amount” means, at any time, an amount equal to the sum of (a) Unrestricted Cash of the
Company and its Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP, plus (b) an amount equal to the excess, if any, of (i) the aggregate amount of the Commitments in effect at such time over (ii) the
Aggregate Revolving Credit Exposure at such time, plus (c) the aggregate amount of unused commitments (but not in excess of US$150,000,000) under any other committed revolving credit facility permitted under this Agreement, provided that, in
the case of this clause (c), (i) the conditions to the extensions of credit thereunder (including the underlying representations and warranties, covenants and events of default) are, taken as a whole, no less favorable to the Company and its
Subsidiaries, in any material respect, than those set forth in this Agreement and (ii) such revolving credit facility is unsecured. 

“Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, each
Accession Agreement, each Extension Agreement and, other than for purposes of Section 11.06, each L/C Issuer Agreement, each Swing Line Agreement and the Notes. 

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. 

“Local Time” means (a) with respect to any Loan or Borrowing denominated in US Dollars or any Letter of Credit, New York
City time, (b) with respect 













 30 
  

 
contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent such excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA. 
 “Unrestricted Cash” means, as of any date of determination, cash and cash
equivalents owned on such date by the Company and its Subsidiaries; provided that such cash and cash equivalents do not appear (and in accordance with GAAP would not be required to appear) as “restricted” on any consolidated balance sheet
of the Company. 
 “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001. 
 “US Borrower” means any Borrower that is a US Person. 

“US Borrowing Subsidiary” means any Borrowing Subsidiary that is a Domestic Subsidiary. 

“US Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US Dollars, such amount,
and (b) with respect to any amount in any currency other than US Dollars, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.04 using the Exchange Rate with respect to such currency at
the time in effect under the provisions of such Section. 
 “US Dollars” or “US$” means the lawful
currency of the United States of America. 
 “US Lender” means any Lender that is a US Person. 

“US Person” means a “United States person” as defined in Section 7701(a)(30) of the Code. 

“US Tranche Borrower” means (a) the Company and (b) any US Borrowing Subsidiary that has been designated as a US
Tranche Borrower pursuant to Section 2.14. 
 “US Tranche Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make US Tranche Revolving Loans and to acquire participations in US Tranche Letters of Credit and US Tranche Swing Line Loans hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s US Tranche Revolving Credit Exposure, as such commitment may be reduced or increased from time to time pursuant to Section 2.08 or assignments by or to such US Tranche Lender pursuant to Section 11.01. The initial amount of
each US Tranche Lender’s US Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or the Accession Agreement pursuant to which such US Tranche Lender shall have assumed or provided its US Tranche Commitment, as
the case may be. The aggregate amount of US Tranche Commitments on the Closing Date is US$0. 













 86 
  

 ARTICLE VII 

Negative Covenants 
 Until
the Facility Termination Date, unless the Required Lenders shall otherwise consent in writing: 
 SECTION 7.01. Financial Covenants.

 (a) SECTION 7.01. Consolidated Indebtedness to Consolidated Capitalization. The
Company will not permit the ratio of Consolidated Indebtedness to Consolidated Capitalization, as of the last day of any fiscal quarter of the Company that ends on or after March 31, 2022, to be greater than 0.60 to 1.00 at any
time. 
 (b) Consolidated Net Indebtedness to Consolidated Net Capitalization. The Company will not permit the ratio of
Consolidated Net Indebtedness to Consolidated Net Capitalization, as of the last day of any fiscal quarter of the Company that ends after the Amendment No. 1 Effective Date and prior to March 31, 2022, to be greater than 0.70 to 1.00.

 (c) Minimum Liquidity. The Company will not permit the Liquidity Amount to be less than US$750,000,000 at any time during the period
commencing on the Amendment No. 1 Effective Date and ending on the last day of any fiscal quarter of the Company that ends prior to March 31, 2022. 

SECTION 7.02. Liens. The Company will not, and will not permit any Subsidiary to, incur, create or permit to exist any Lien with
respect to any property or assets now owned or hereafter acquired by the Company or any Subsidiary, other than: 
 (a) Liens existing on the
date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding US$50,000,000; 

(b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary (other than as a result of a Division) and not
created in contemplation of such event; 
 (c) any Lien on any asset of any Person existing at the time such Person is merged or
consolidated with or into the Company or a Subsidiary and not created in contemplation of such event; 
 (d) any Lien existing on any asset
prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition; 
 (e) any Lien on any
asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that 












 EXHIBIT G 

[Attached] 












 EXHIBIT G 

[FORM OF] COMPLIANCE CERTIFICATE 
 JPMorgan Chase
Bank, N.A., 
 Loan and Agency Services Group 
 10 South
Dearborn 
 Chicago, IL 60603-2003 
 Attention: Philip Martin

 Fax: 844-490-5663 
 philip.c.martino@JPMorgan.com 

Ladesiree.williams@jpmorgan.com 
 JPM.Agency.cri@JPMorgan.com 

with a copy to: 
 JPMorgan Chase Bank, N.A. 

8181 Communications Pkwy, Bldg B, 6th Floor 
 TXW-3620 

Plano, TX 75024 
 Attention: Heather Hoopingarner 

Fax: 713-216-6710 
 heather.e.hoopingarner@jpmorgan.com 

Reference is made to the Five-Year Revolving Credit Agreement dated as of December 17, 2018, among V.F. Corporation, VF Investments S.
à r.l., VF Enterprises S. à r.l., VF Europe B.V.B.A., VF International Sagl, the other Borrowing Subsidiaries from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto from time
to time (as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings therefor set forth in the
Credit Agreement. 












 The undersigned, a duly authorized and acting Authorized Representative, hereby certifies to
the Administrative Agent as follows: 
  

	I.	 Calculations: 



 

	 	A.	 [Compliance with Section 7.01(a): Consolidated Indebtedness to Consolidated Capitalization as of
[            ], 20    1 (the “Determination Date”): 



 

					
	 1. Consolidated Indebtedness as of the Determination Date
	  	US$	[        	] 
	 2. Consolidated Net Worth as of the Determination Date
	  	US$	[        	] 
	 3. Consolidated Capitalization as of the Determination Date (sum of A.1 and A.2)
	  	US$	[        	] 
	 4. Ratio of A.1 to A.3*
	  	 	             to 1.00	 

  

	*	 Required: A.4 must not be greater than 0.60 to 1.00 as of the Determination Date.]2 


 [Compliance with Section 7.01(b): Consolidated Net
Indebtedness to Consolidated Net Capitalization as of [            ], 20    3 (the “Determination
Date”): 
  

					
	 1. Consolidated Net Indebtedness as of the Determination Date
	  	US$	[        	] 
	 2. Consolidated Net Worth as of the Determination Date
	  	US$	[        	] 
	 3. Consolidated Net Capitalization as of the Determination Date (sum of A.1 and A.2)
	  	US$	[        	] 
	 4. Ratio of A.1 to A.3*
	  	 	             to 1.00	 

  

	*	 Required: A.4 must not be greater than 0.70 to 1.00 as of the Determination Date.



 Compliance with Section 7.01(c): Minimum Liquidity at all times during the fiscal [quarter][year] ending as of
[            ], 20     (the “Period”): 
  

					
	 5. Unrestricted Cash as of the last day of the Period
	  	US$	[        	] 
	 6. Aggregate amount of the Commitments in effect over the Aggregate Revolving Credit Exposure as
of the last day of the Period
	  	US$	[        	] 
	 7. Aggregate amount of unused commitments under any other committed revolving credit facility as
of the last day of the Period
	  	US$	[        	]4 
	 8. Sum of A.5 to A.7*
	  	US$	             	 

  

	*	 Required: A.8 must not be less than US$750,000,000 at any time during the Period.]5 


  
  

 
  
  

 

	1 	 The Determination Date is the last day of the fiscal quarter or fiscal year covered by the financial statements
that are being delivered concurrently with the delivery of this Compliance Certificate pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement. 



	2 	 To be included for any Compliance Certificate delivered in connection with the financial statements for a
fiscal quarter or fiscal year that ends on or after March 31, 2022. 



	3 	 The Determination Date is the last day of the fiscal quarter or fiscal year covered by the financial statements
that are being delivered concurrently with the delivery of this Compliance Certificate pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement. 



	4 	 Amount not to exceed US$150,000,000. 



	5 	 To be included for any Compliance Certificate delivered in connection with the financial statements for a
fiscal quarter or fiscal year that ends after the Amendment No. 1 Effective Date and prior to March 31, 2022. 














 B. Compliance with Section 7.02(j): Liens 

 

									
	 1. Consolidated Net Worth as of the Determination Date
	  	 	US$[        ]	 
	 2. B.1 X 15%
	  	 	US$[        ]	 
	 3. Is the aggregate principal amount of Indebtedness secured by Liens not permitted under Sections
7.02(a) through 7.02(i) less than B.2?
	  	 	Yes	 	  	 	No	 
	 4. B.1 x 20%
	  	 	US$[        ]	 
	 5. Is the sum of (1) the aggregate principal amount of Indebtedness secured by the Liens not
permitted under Sections 7.02(a) through 7.02(i) and (2) the aggregate principal amount of Indebtedness incurred in accordance with Section 7.03(f) less than B.4?
	  	 	Yes	 	  	 	No	 

 C. Compliance with Section 7.03(f): Indebtedness of Subsidiaries 

 

									
	 1. Is the aggregate principal amount of Indebtedness not permitted under Sections 7.03(a) through
7.03(e) less than B.2?
	  	 	Yes	 	  	 	No	 

  

	II.	 No Default: 



No Default or Event of Default has occurred and is continuing on the date of this Compliance Certificate[, except as set forth below]6. 
 [Remainder of page intentionally left blank] 

 

	6 	 Set forth the details of any Default or Event of Default and the action that the Company is taking or proposes
to take with respect thereto. 














 IN WITNESS WHEREOF, I have executed this Compliance Certificate this
[            ] day of [            ], 20__. 

 

			
	V.F. CORPORATION,
		
	by	 	
		 	  

		 	Name:
		 	Title: