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EXHIBIT 1.1
V.F. Corporation
$300,000,000 8.10% Notes due 2005
$200,000,000 8.50% Notes due 2010
Purchase Agreement
September 22, 2000
Goldman, Sachs & Co.,
Salomon Smith Barney Inc.
As representatives of the several Purchasers
named in Schedule 1 hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
V.F. Corporation, a Pennsylvania corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$500,000,000 principal amount of the Notes specified above (the "Securities").
1. The Company represents and warrants to, and agrees with, each of the
Purchasers that:
(a) A preliminary offering circular, dated September 14, 2000 (the
"Preliminary Offering Circular") and an offering circular, dated September 22,
2000 (the "Offering Circular"), in each case including the international
supplement thereto, and the Company's consolidated financial statements, with
accompanying notes for the fiscal year ended January 1, 2000 and Quarterly
Report on Form 10-Q for the quarter ended July 1, 2000, which are attached to
and made a part of the Preliminary Offering Circular and the Offering Circular
have been prepared in connection with the offering of the Securities. Any
reference to the Preliminary Offering Circular or the Offering Circular shall be
deemed to refer to and include the Company's most recent Annual Report on Form
10-K and all subsequent documents filed with the United States Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d)
of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act") on or prior to the date of the Preliminary Offering Circular or the
Offering Circular, as the case may be, and any reference to the Preliminary
Offering Circular or the Offering Circular, as the case may be, as amended or
supplemented, as of any specified date, shall be deemed to include (i) any
documents filed with the Commission pursuant to
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Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the
Preliminary Offering Circular or the Offering Circular, as the case may be, and
prior to such specified date and (ii) any Additional Issuer Information (as
defined in Section 5(f)) furnished by the Company prior to the completion of the
distribution of the Securities; and all documents filed under the Exchange Act
and so deemed to be included in the Preliminary Offering Circular or the
Offering Circular, as the case may be, or any amendment or supplement thereto
are hereinafter called the "Exchange Act Reports". The Exchange Act Reports,
when they were or are filed with the Commission, conformed or will conform in
all material respects to the applicable requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder. The Preliminary
Offering Circular or the Offering Circular and any amendments or supplements
thereto and the Exchange Act Reports did not and will not, as of their
respective dates, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly
for use therein;
(b) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included in the Offering
Circular any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Offering Circular; and, since the
respective dates as of which information is given in the Offering Circular,
there has not been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, shareholders' equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Offering Circular;
(c) The Company is a corporation duly incorporated and is validly
subsisting as a corporation in good standing under the laws of Pennsylvania,
with power and authority to own its properties and conduct its business as
described in the Offering Circular, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so qualified in
any such jurisdiction; and each material subsidiary of the Company has been duly
organized and is validly existing as a corporation, partnership or limited
liability company, as the case may be, in good standing under the laws of its
jurisdiction of incorporation of formation;
(d) The Company has an authorized capitalization as set forth in the
Offering Circular, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable; and all of the
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issued shares of capital stock, partnership interests and limited liability
company interests, as the case may be, of each subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
(where applicable) and (except for directors' qualifying shares and except as
set forth in the Offering Circular) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;
(e) The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
indenture to be dated as of September 29, 2000, (the "Indenture") between the
Company and United States Trust Company of New York, as Trustee (the "Trustee"),
under which they are to be issued, and will be substantially in the form
previously delivered to you; the Indenture has been duly authorized and, when
executed and delivered by the Company and the Trustee, the Indenture will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent conveyance, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and
the Securities and the Indenture will conform to the descriptions thereof in the
Offering Circular and will be in substantially the form previously delivered to
you;
(f) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture and this
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such action result in
any violation of the provisions of the Articles of Incorporation or By-laws of
the Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by the
Company of the transactions contemplated by this Agreement or, the Indenture,
except such as may be required under federal securities law and state securities
laws in the connection with the actions described in Section 5(g) hereof, and
except for such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Purchasers;
(g) Other than as set forth in the Offering Circular, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which would, individually or in the aggregate, be
reasonably likely to have a material adverse effect on the consolidated
financial position, shareholders' equity or results of
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operations of the Company and its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(h) When the Securities are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within the meaning of
Rule 144A under the Securities Act) as securities which are listed on a national
securities exchange registered under Section 6 of the Exchange Act or quoted in
a U.S. automated inter-dealer quotation system;
(i) The Company is subject to Section 13 or 15(d) of the Exchange Act;
(j) Neither the Company, nor any person acting on its or their behalf
has offered or sold the Securities by means of any general solicitation or
general advertising within the meaning of Rule 502(c) under the Act or, with
respect to Securities sold outside the United States to non-U.S. persons (as
defined in Rule 902 under the Act), by means of any directed selling efforts
within the meaning of Rule 902 under the Securities Act and the Company, any
affiliate of the Company and any person acting on its or their behalf has
complied with and will implement the "offering restriction" within the meaning
of such Rule 902;
(k) Within the preceding six months, neither the Company nor any other
person acting on behalf of the Company has offered or sold to any person any
Securities, or any securities of the same or a similar class as the Securities,
other than Securities offered or sold to the Purchasers hereunder. The Company
will take reasonable precautions designed to insure that any offer or sale,
direct or indirect, in the United States or to any U.S. person (as defined in
Rule 902 under the Act) of any Securities or any substantially similar security
issued by the Company, within six months subsequent to the date on which the
distribution of the Securities has been completed (as notified to the Company by
Goldman, Sachs & Co.), is made under restrictions and other circumstances
reasonably designed not to affect the status of the offer and sale of the
Securities in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the
Securities Act;
(l) To the best of the Company's knowledge, after reasonable inquiry,
PricewaterhouseCoopers, who have certified certain financial statements of the
Company and its subsidiaries, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder.
2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Purchasers, and each of the Purchasers
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 99.213% of the principal amount thereof for the notes due 2005, and
98.773% of the principal amount thereof for the notes due 2010, in each case,
plus accrued interest, if any, from September 29, 2000 to the Time of Delivery
hereunder, the principal amount of Securities set forth opposite the name of
such Purchaser in Schedule I hereto.
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3. Upon the authorization by you of the release of the Securities, the
several Purchasers propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Offering Circular and each
Purchaser hereby represents and warrants to, and agrees with the Company that:
(a) It will offer and sell the Securities only: (i) to persons who it
reasonably believes are "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Act in transactions meeting the requirements of
Rule 144A and (ii) upon the terms and conditions set forth in Annex I to this
Agreement; and
(b) It will not offer or sell the Securities by any form of general
solicitation or general advertising, including but not limited to the methods
described in Rule 502(c) under the Act.
4. (a) The Securities to be purchased by each Purchaser hereunder will
be represented by one or more definitive global Securities in book-entry form
which will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to Goldman, Sachs & Co., for the account of each Purchaser, against
payment by or on behalf of such Purchaser of the purchase price therefor by wire
transfer, payable to the order of the Company in Federal (same day) funds, by
causing DTC to credit the Securities to the account of Goldman, Sachs & Co. at
DTC. The Company will cause the certificates representing the Securities to be
made available to Goldman, Sachs & Co. for checking at least twenty-four hours
prior to the Time of Delivery (as defined below) at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on September 29,
2000 or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date are herein called the "Time of
Delivery".
(b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Purchasers pursuant to Section 7(h) hereof, will be delivered at such time and
date at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York
10004 (the "Closing Location"), and the Securities will be delivered at the
Designated Office, all at the Time of Delivery. A meeting will be held at the
Closing Location at 4:00 p.m., New York City time, on the New York Business Day
next preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.
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5. The Company agrees with each of the Purchasers:
(a) To prepare the Offering Circular in a form approved by you; to make
no amendment or any supplement to the Offering Circular which shall be
reasonably disapproved by you promptly after reasonable notice thereof.
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Securities, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;
(c) To furnish the Purchasers with copies of the Offering Circular and
each amendment or supplement thereto signed by an authorized officer of the
Company with the independent accountants' report(s) in the Offering Circular,
and any amendment or supplement containing amendments to the financial
statements covered by such report(s), signed by the accountants, and additional
copies thereof, in such quantities as you may from time to time reasonably
request, and if, at any time prior the earlier of (i) the expiration of nine
months after the date of the Offering Circular, and (ii) the completion of the
resale of the Securities by the Purchasers, any event shall have occurred as a
result of which the Offering Circular as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Offering Circular is
delivered, not misleading, or, if for any other reason it shall be necessary or
desirable during such same period to amend or supplement the Offering Circular,
to notify you and upon your request to prepare and furnish without charge to
each Purchaser and to any dealer in securities as many copies as you may from
time to time reasonably request of an amended Offering Circular or a supplement
to the Offering Circular which will correct such statement or omission or effect
such compliance;
(d) Not to sell, offer for sale or solicit offers to buy, or otherwise
dispose of, any security (as defined in the Securities Act) which would be
integrated with the sale of the Securities in a manner which would require the
registration under the Securities Act of the Securities;
(e) At any time when the Company is not subject to Section 13 or 15(d)
of the Exchange Act, for the benefit of holders from time to time of Securities,
to furnish at its expense, upon request, to holders of Securities and
prospective purchasers of securities information (the "Additional Issuer
Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A
under the Act;
(f) During the period of two years after the Time of Delivery, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144 under the Securities
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Act) to, resell any of the Securities which constitute "restricted securities"
under Rule 144 that have been reacquired by any of them;
(g) The Company shall file on or prior to 90 days after the Time of
Delivery, and use its reasonable best efforts to cause to be declared or become
effective under the Securities Act, a registration statement on Form S-4
providing for the registration of (i) another series of debt securities of the
Company, with terms identical to the Securities (the "Exchange Securities"), and
the exchange of the Securities for the Exchange Securities, all in a manner
which will permit persons who acquire the Exchange Securities to resell the
Exchange Securities pursuant to Section 4(1) of the Securities Act; and
(h) To use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Offering
Circular under the caption "Use of Proceeds".
6. The Company covenants and agrees with the several Purchasers that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the issuance of the Securities and all other expenses in
connection with the preparation and, printing of the Preliminary Offering
Circular and the Offering Circular and any amendments and supplements thereto
and the mailing and delivering of copies thereof to the Purchasers and dealers;
(ii) the cost of printing or producing any Agreement among Purchasers, this
Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Purchasers in
connection with such qualification and in connection with the Blue Sky and legal
investment surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) the cost of preparing the Securities; (vi) the fees
and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay
all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
7. The obligations of the Purchasers hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
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(a) Sullivan & Cromwell, counsel for the Purchasers, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, in such
form that is satisfactory to you and such counsel shall have received such
papers and information as they may reasonably request to enable them to pass
upon such matters;
(b) Candace S. Cummings, counsel for the Company, shall have furnished
to you her written opinion, dated the Time of Delivery, substantially in the
form attached as Annex A hereto;
(c) Davis Polk & Wardwell, counsel to the Company, shall have furnished
to you their written opinion dated the Time of Delivery, substantially in the
form attached as Annex B hereto;
(d) On the date of the Offering Circular prior to the execution of this
Agreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set
forth in Annex II hereto;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Offering Circular any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Offering Circular, and (ii) since the
respective dates as of which information is given in the Offering Circular there
shall not have been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Offering
Circular, the effect of which, in any such case described in clause (i) or (ii),
is in the judgment of the Purchasers so material and adverse as to make it
impracticable or inadvisable to proceed with the offering or the delivery of the
Securities on the terms and in the manner contemplated in this Agreement and in
the Offering Circular;
(f) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization", as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;
(g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities declared by either Federal or New York State
authorities; or (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war, if the effect of any such event specified in this
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clause (iii) in the judgment of the Purchasers makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Offering Circular;
(h) The Company shall have furnished or caused to be furnished to you
at the Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsection (e) of this Section and as
to such other matters as you may reasonably request.
8. (a) The Company will indemnify and hold harmless each Purchaser
against any losses, claims, damages or liabilities, joint or several, to which
such Purchaser may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Offering Circular or the Offering
Circular, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary
to make the statements therein not misleading, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Offering Circular or the
Offering Circular or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Purchaser
through Goldman, Sachs & Co. expressly for use therein.
(b) Each Purchaser will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary Offering Circular or the Offering Circular, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Offering Circular or the Offering Circular
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Purchaser through Goldman,
Sachs & Co. expressly for use therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.
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(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Purchasers on
the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Purchasers on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Purchasers, in each case as set forth
in the Offering Circular. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue
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statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
the Purchasers on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Purchaser shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to investors were offered to investors exceeds the amount of any
damages which such Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. The
Purchasers' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Act; and the obligations of the Purchasers
under this Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.
9. (a) If any Purchaser shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Purchaser you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that it has so arranged for the
purchase of such Securities, you or the Company shall have the right to postpone
the Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Offering Circular,
or in any other documents or arrangements, and the Company agrees to prepare
promptly any amendments to the Offering Circular which in your opinion may
thereby be made necessary. The term "Purchaser" as used in this Agreement shall
include any person substituted under this Section with like effect as if such
person had originally been a party to this Agreement with respect to such
Securities.
11
<PAGE> 12
(b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities, then the Company shall have
the right to require each non-defaulting Purchaser to purchase the principal
amount of Securities which such Purchaser agreed to purchase hereunder and, in
addition, to require each non-defaulting Purchaser to purchase its pro rata
share (based on the principal amount of Securities which such Purchaser agreed
to purchase hereunder) of the Securities of such defaulting Purchaser or
Purchasers for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Purchaser from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Purchasers to purchase
Securities of a defaulting Purchaser or Purchasers, then this Agreement shall
thereupon terminate, without liability on the part of any non-defaulting
Purchaser or the Company, except for the expenses to be borne by the Company and
the Purchasers as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Purchaser from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Purchasers, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company, or
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Purchaser except as
provided in Sections 6 and 8 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Purchasers through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Purchasers in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Purchaser except as provided in Sections 6 and
8 hereof.
12. In all dealings hereunder, you shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given
by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.
12
<PAGE> 13
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchasers shall be delivered or sent by mail or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail or
facsimile transmission to the address of the Company set forth in the Offering
Circular, Attention: Secretary (facsimile number: (336) 547-7630); provided,
however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be
delivered or sent by mail or facsimile transmission to such Purchaser at its
address set forth in its Purchasers' Questionnaire, which address will be
supplied to the Company by you upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchasers, the Company and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and each person who
controls the Company or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence of this Agreement.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
13
<PAGE> 14
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.
Very truly yours,
V.F. Corporation
By: /s/ Mackey J. McDonald
-------------------------------------
Name: Mackey J. McDonald
Title: Chairman, President and Chief
Executive Officer
By: /s/ Frank C. Pickard III
-------------------------------------
Name: Frank C. Pickard III
Title: Vice President - Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
By: /s/ Goldman, Sachs & Co.
-----------------------------
(Goldman, Sachs & Co.)
14
<PAGE> 15
SCHEDULE I
<TABLE>
<CAPTION>
Principal Principal
Amount of Amount of
Notes due 2005 Notes Due 2010
to be To be
Purchaser Purchased Purchased
--------- --------- ---------
<S> <C> <C>
Goldman, Sachs & Co. ................... $135,000,000 $ 90,000,000
Salomon Smith Barney Inc. .............. 105,000,000 70,000,000
Bank of America Securities LLC ......... 30,000,000 20,000,000
First Union Securities, Inc. ........... 30,000,000 20,000,000
------------ ------------
TOTAL ........................ $300,000,000 $200,000,000
============ ============
</TABLE>
15
<PAGE> 16
ANNEX I
(1) The Securities have not been and will not be registered under the
Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under
the Act or pursuant to an exemption from the registration requirements of the
Act. Each Purchaser represents that it has offered and sold the Securities, and
will offer and sell the Securities (i) as part of their distribution at any time
and (ii) otherwise until 40 days after the later of the commencement of the
offering and the Time of Delivery, only in accordance with Rule 903 of
Regulation S or Rule 144A under the Act. Accordingly, each Purchaser agrees that
neither it, its affiliates nor any persons acting on its or their behalf has
engaged or will engage in any directed selling efforts with respect to the
Securities, and it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Each Purchaser agrees that, at or
prior to confirmation of sale of Securities (other than a sale pursuant to Rule
144A), it will have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Securities from it
during the restricted period a confirmation or notice to substantially the
following effect:
"The Securities covered hereby have not been registered under
the U.S. Securities Act of 1933 (the "Securities Act") and may not be
offered and sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time
or (ii) otherwise until 40 days after the later of the commencement of
the offering and the closing date, except in either case in accordance
with Regulation S (or Rule 144A if available) under the Securities Act.
Terms used above have the meaning given to them by Regulation S."
Terms used in this paragraph have the meanings given to them by Regulation S.
(2) Each Purchaser further represents and agrees that (i) it has not
offered or sold and prior to the date six months after the date of issue of the
Securities will not offer or sell any Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply, with all applicable provisions of the U.K.
Financial Services Act of 1986 with respect to anything done by it in relation
to the Securities in, from or otherwise involving the United Kingdom, and (c) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Securities to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
of Great Britain or is a person to whom the document may otherwise lawfully be
issued or passed on.
(3) Each Purchaser agrees that it will not offer, sell or deliver any
of the Securities in any jurisdiction outside the United States except under
circumstances that will result in compliance with the applicable laws thereof,
and that it will take at its own
16
<PAGE> 17
expense whatever action is required to permit its purchase and resale of the
Securities in such jurisdictions. Each Purchaser understands that no action has
been taken to permit a public offering in any jurisdiction outside the United
States where action would be required for such purpose. Each Purchaser agrees
not to cause any advertisement of the Securities to be published in any
newspaper or periodical or posted in any public place and not to issue any
circular relating to the Securities, except in any such case with the Company's
and Goldman, Sachs & Co.'s express written consent and then only at its own risk
and expense.
17
<PAGE> 18
ANNEX II
Pursuant to Section 7(d) of the Purchase Agreement, the accountants
shall furnish letters to the Purchasers to the effect that:
(i) They are independent certified public accountants within the meaning of
the Act and the applicable rules and regulations thereunder adopted by the SEC;
(ii) In their opinion, the consolidated financial statements of the Company
and its subsidiaries audited by them and included in the Offering Circular
comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the
SEC;
(iii) On the basis of procedures (but not an audit in accordance with
generally accepted auditing standards) consisting of:
a) Reading the minutes of meetings of the stockholders and the Board of
Directors of the Company and its consolidated subsidiaries since January 1, 2000
as set forth in the minute books through a specified date not more than five
business days prior to the date of delivery of such letter;
b) Performing the procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial information as described in
SAS 71, Interim Financial Information, on the unaudited condensed interim
financial statements of the Company and its consolidated subsidiaries included
in the Offering Circular and reading the unaudited interim financial data for
the period from the date of the latest balance sheet included in the Offering
Circular to the date of the latest available interim financial data; and
c) Making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding the specific items
for which representations are requested below;
nothing has come to their attention as a result of the foregoing procedures that
caused them to believe that:
(1) the unaudited condensed interim financial statements, included in the
Offering Circular, do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the related rules and
regulations adopted by the SEC;
(2) any material modifications should be made to the unaudited condensed
interim financial statements, included in the Offering Circular, for them to be
in conformity with generally accepted accounting principles;
(3) (i) at the date of the latest available interim financial data and at a
specified date not more than five business days prior to the date of delivery of
such letter, there was any change in the capital stock, increase in long-term
debt or any decreases in
18
<PAGE> 19
consolidated net current assets (working capital) or shareholders' equity of the
Company and subsidiaries consolidated as compared with amounts shown in the
latest balance sheet included in the Offering Circular or (ii) for the period
from the date of the latest income statement included in the Offering Circular
to the date of the latest available financial data and for the period from the
date of the latest income statement included in the Offering Circular to a
specified date not more than five business days prior to delivery of such
letter, there were any decreases, as compared with the corresponding period in
the preceding year, in consolidated net sales or in the total or per-share
amounts of net income, except in all instances for changes, increases or
decreases which the Offering Circular discloses have occurred or may occur, or
they shall state any specific changes, increases or decreases.
(iv) The letter shall also state that they have:
(a) Read the dollar amounts, percentages, and other financial information as
determined by the Purchasers and agreed such dollar amounts, percentages, and
information, respectively, to appropriate accounts in the Company's accounting
records subject to controls over financial reporting and to schedules prepared
by the Company therefrom;
(b) Read the dollar and per share amounts listed under "Selected Financial
Data" and agreed such amounts to audited financial statements.
19
<PAGE> 20
ANNEX A
Form of Opinion of Candace S. Cummings
September __, 2000
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
As representatives of the several Purchasers
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
I have acted as counsel to V.F. Corporation, a Pennsylvania corporation
(the "Company"), in connection with (i) the issue and sale to you as Purchasers
pursuant to the Purchase Agreement dated September __, 2000 (the "Purchase
Agreement") of $_______________ aggregate principal amount of the Company's __%
Notes due _______ and $_____________ aggregate principal amount of the Company's
__% Notes due ____ (the "Notes") to be issued pursuant to the Indenture dated as
of September __, 2000 between the Company and United States Trust Company of New
York, as Trustee (the "Trustee"), and (ii) the Exchange and Registration Rights
Agreement dated as of September __ between the Company and the Purchasers (the
"Exchange and Registration Rights Agreement"). Capitalized terms used herein
unless otherwise defined shall have the meanings specified in the Purchase
Agreement.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate records, certificates of public officials
and other documents and instruments as I have deemed necessary or advisable for
the purpose of rendering this opinion.
For the purposes of this opinion, the Company's Offering Circular dated
September __, 2000 including the documents incorporated by reference therein
(the "Incorporated Documents") relating to the Notes, is hereinafter referred to
as the "Offering Circular", and such term shall include the Incorporated
Documents.
Based upon the foregoing and subject to the qualifications and
exceptions set forth herein, it is my opinion that as of the date hereof:
(i) The Company is a corporation duly incorporated and validly
subsisting and in good standing under the laws of the Commonwealth of
Pennsylvania and is duly qualified to transact business and is in good standing
in each jurisdiction in which the
20
<PAGE> 21
conduct of its businesses or the ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or to be
in good standing would not have a material adverse effect on the business,
properties, financial position or results of operations of the Company and its
subsidiaries and affiliates taken as a whole.
(ii) The Company has an authorized capitalization as set forth in the
Offering Circular, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and are fully paid and non-assessable;
(iii) Each material subsidiary of the Company (including, to the best
of my knowledge, material subsidiaries organized under the laws of a
jurisdiction outside the United States), has been duly organized and is validly
existing as a corporation, partnership or limited liability company, as the case
may be, in good standing under the laws of its jurisdiction of incorporation or
formation; all of the issued shares of capital stock, partnership interests or
limited liability company interests, as the case may be, of each such subsidiary
(including, to the best of my knowledge, material subsidiaries organized under
the laws of a jurisdiction outside the United States) have been duly and validly
authorized and issued, are fully paid and non-assessable (where applicable), and
(except for directors' qualifying shares and except as otherwise set forth in
the Offering Circular) are owned directly or indirectly by the Company, to the
best of my knowledge, free and clear of all liens, encumbrances, equities or
claims.
(iv) To the best of my knowledge and other than as set forth in the
Offering Circular, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which would,
individually or in the aggregate, be reasonably likely to have a material
adverse effect on the consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries (taken as whole); and,
to the best of my knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(v) The issue and sale of the Notes and the compliance by the Company
with all of the provisions of the Notes, the Indenture and the Purchase
Agreement and the consummation of the transactions therein contemplated will not
(i) conflict with or result in a violation of any provisions of the Articles of
Incorporation or By-laws of the Company, (ii) conflict with or violate in any
aspect or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties or (iii) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, except, in the case of clauses
(ii) and (iii) above, as would not have a material adverse effect on the
business, properties, financial position or results of operations of the Company
and its subsidiaries and affiliates taken as a whole.
21
<PAGE> 22
(vi) The Incorporated Documents as amended or supplemented (other than
the financial statements and related schedules therein, as to which I express no
opinion), when they were filed with the Commission, complied as to form in all
material respects with the requirements of the Securities Exchange Act of 1934
as amended, and the rules and regulations of the Commission thereunder; and I
have no reason to believe that any of such documents, when they were so filed,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were filed, not
misleading.
(vii) Each of the Purchase Agreement, the Indenture, the Notes and the
Exchange and Registration Rights Agreement has been duly authorized, executed
and delivered by the Company.
I am a member of the Bar of the Commonwealth of Pennsylvania and I do
not express any opinion herein concerning any law other than the laws of the
Commonwealth of Pennsylvania, the federal laws of the United States and the
General Corporation Law of the State of Delaware.
This opinion is rendered to you solely in connection with the Purchase
Agreement in my capacity as counsel for the Company. This opinion may not be
relied upon by you for any other purpose or relied upon by or furnished to any
other person, except Davis Polk & Wardwell and Sullivan & Cromwell, which may
rely on this opinion as to matters governed by the laws of the Commonwealth of
Pennsylvania for purposes of their respective opinions, without my prior written
consent.
Very truly yours,
22
<PAGE> 23
ANNEX B
Form of Opinion of Davis Polk & Wardwell
212-450-4000
September __, 2000
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
As representatives of the several Purchasers
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
We have acted as special counsel to V.F. Corporation, a Pennsylvania
corporation (the "Company") in connection with (i) the issue and sale to you, as
the Purchasers, pursuant to the Purchase Agreement dated September __, 2000 (the
"Purchase Agreement") of $_______________ aggregate principal amount of the
Company's __% Notes due ____ and $_______________ aggregate principal amount of
the Company's __% Notes due ____, (the "Notes") to be issued pursuant to the
Indenture, dated as of September __, 2000 between the Company and United States
Trust Company of New York, as Trustee (the "Trustee"), and (ii) the Exchange and
Registration Rights Agreement dated September __, 2000 between the Company and
the Purchasers (the "Exchange and Registration Rights Agreement"). Capitalized
terms used but not otherwise defined herein are used as defined in the Purchase
Agreement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purposes of rendering this opinion.
We have also participated in the preparation of the Offering Circular
(including the review of, but not participation in the preparation of, the
documents incorporated by reference therein) dated September __, 2000 relating
to the offering of the Notes (the "Offering Circular").
Based upon the foregoing, we are of the opinion that:
23
<PAGE> 24
(1) The Notes have been duly authorized and executed by the Company and
will, when authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Purchasers in accordance with the terms of the
Purchase Agreement, be entitled to the benefits of the Indenture and the
Exchange and Registration Rights Agreement and will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
(i) as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights and
remedies generally and (ii) as such enforcement may be limited by general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity.
(2) Each of the Indenture and the Exchange and Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and
assuming, in the case of the Indenture, the due authorization, execution and
delivery thereof by the Trustee, and, in the case of the Exchange and
Registration Rights Agreement, the due authorization, execution and delivery
thereof by the Purchasers, each of the Indenture and the Exchange and
Registration Rights Agreement constitutes a valid and legally binding agreement
of the Company, enforceable against the Company in accordance with its terms,
except (i) as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights and
remedies generally, (ii) as such enforcement may be limited by general
principles of equity, regardless of whether enforcement is sought in a
proceeding at law or in equity, and (iii) as rights to indemnity and
contribution under the Exchange and Registration Rights Agreement may be limited
by applicable law.
(3) The Notes and the Indenture conform in all material respects to the
descriptions thereof contained in the Offering Circular.
(4) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, the Purchase Agreement, the Indenture
and the Exchange and Registration Rights Agreement will not contravene any
provision of applicable law and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under the Purchase Agreement, the
Indenture or the Exchange and Registration Rights Agreement (except such as may
be required in connection with the Exchange and Registration Rights Agreement
under federal securities law and state securities laws).
(5) The statements under the captions "Description of the Notes," and
"Notice to Investors" in the Offering Circular, insofar as such statements
constitute a summary of the documents or proceedings referred to therein, fairly
summarize the matters referred to therein.
(6) The statements under the caption "Certain U.S. Federal Income Tax
Considerations for Non-United States Holders" in the Offering Circular insofar
as such statements constitute a summary of the United States federal tax laws
referred to
24
<PAGE> 25
therein, are accurate and fairly summarize in all material respects the United
States federal tax laws referred to therein.
(7) Assuming the accuracy of the representations and warranties, and
compliance with the agreements and covenants, contained in the Purchase
Agreement and the Indenture, and in the Offering Circular under the caption
"Underwriting", it is not necessary, in connection with the offer, sale and
delivery of the Notes to the Purchasers under the Purchase Agreement or in
connection with the initial resale of such Notes by the Purchasers in the manner
contemplated by the Purchase Agreement and the Offering Circular, to register
the Notes under the Securities Act of 1933, as amended, or to qualify the
Indenture under the Trust Indenture Act of 1939, as amended, it being understood
that no opinion is expressed as to any subsequent resale of any Note.
We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Offering Circular. We have generally reviewed and discussed with certain
officers and employees of the Company, independent public accountants for the
Company and your representatives the information furnished, whether or not
subject to our independent check and verification. On the basis of such
consideration, review and discussion, but without independent check or
verification except as stated, no facts have come to our attention to cause us
to believe that the Offering Circular (except for the financial statements and
notes thereto and other financial and statistical data included or incorporated
by reference therein or omitted therefrom, as to which we express no belief) as
of its date or as of the date hereof contained or contains any untrue statement
of a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York and the Federal laws of the United
States at the date hereof. In giving the foregoing opinions, we have, with your
permission, relied on the opinion of Candace S. Cummings, dated the date hereof,
delivered pursuant to Section 7(b) of the Purchase Agreement, as to all matters
governed by the laws of the Commonwealth of Pennsylvania. Our opinion is subject
in all respects to the assumptions, qualifications and exceptions contained in
such opinion.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
25
