EXECUTION COPY









                               LEVI STRAUSS & CO.

                         11 5/8% Senior Notes due 2008



                         _____________________________



                              U.S. DOLLAR INDENTURE



                          Dated as of January 18, 2001



                         _____________________________





                                 CITIBANK, N.A.,

                                     Trustee





================================================================================



<PAGE>

                                                                               2


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                   Definitions and Incorporation by Reference
                   ------------------------------------------


SECTION 1.01.           Definitions                                          1
SECTION 1.02.           Other Definitions                                    40
SECTION 1.03.           Incorporation by Reference of Trust
                        Indenture Act                                        41
SECTION 1.04.           Rules of Construction                                41


                                   ARTICLE II

                                 The Securities
                                 --------------

SECTION 2.01.           Amount of Securities; Issuable in Series             42
SECTION 2.02.           Form and Dating                                      44
SECTION 2.03.           Execution and Authentication                         44
SECTION 2.04.           Registrar and Paying Agent                           45
SECTION 2.05.           Paying Agent to Hold Money in Trust                  45
SECTION 2.06.           Securityholder Lists                                 46
SECTION 2.07.           Replacement Securities                               46
SECTION 2.08.           Outstanding Securities                               46
SECTION 2.09.           Temporary Securities                                 47
SECTION 2.10.           Cancellation                                         47
SECTION 2.11.           Defaulted Interest                                   47
SECTION 2.12.           CUSIP Numbers                                        48


                                   ARTICLE III

                                   Redemption
                                   ----------

SECTION 3.01.           Notices to Trustee                                   48
SECTION 3.02.           Selection of Securities To Be Redeemed               48
SECTION 3.03.           Notice of Redemption                                 49
SECTION 3.04.           Effect of Notice of Redemption                       49
SECTION 3.05.           Deposit of Redemption Price                          50
SECTION 3.06.           Securities Redeemed in Part                          50


<PAGE>

                                                                               3


                                   ARTICLE IV

                                    Covenants
                                    ---------

SECTION 4.01            Covenant Suspension                                  50
SECTION 4.02.           Payment of Securities                                51
SECTION 4.03.           SEC Reports                                          51
SECTION 4.04.           Limitation on Debt                                   52
SECTION 4.05.           Limitation on Restricted Payments                    55
SECTION 4.06.           Limitation on Liens                                  58
SECTION 4.07.           Limitation on Asset Sales                            58
SECTION 4.08.           Limitation on Restrictions on
                        Distributions from Restricted
                        Subsidiaries                                         62
SECTION 4.09.           Limitation on Transactions with
                        Affiliates                                           64
SECTION 4.10.           Designation of Restricted and
                        Unrestricted Subsidiaries                            65
SECTION 4.11.           Limitation on Sale and Leaseback
                        Transactions                                         67
SECTION 4.12.           Change of Control                                    67
SECTION 4.13.           Further Instruments and Acts                         69



                                    ARTICLE V

                                Successor Company
                                -----------------

SECTION 5.01.           When Company May Merge or Transfer
                        Assets                                               69




                                   ARTICLE VI

                              Defaults and Remedies
                              ---------------------

SECTION 6.01.           Events of Default                                    71
SECTION 6.02.           Acceleration                                         73
SECTION 6.03.           Other Remedies                                       74
SECTION 6.04.           Waiver of Past Defaults                              74
SECTION 6.05.           Control by Majority                                  74
SECTION 6.06.           Limitation on Suits                                  75
SECTION 6.07.           Rights of Holders to Receive Payment                 75
SECTION 6.08.           Collection Suit by Trustee                           75
SECTION 6.09.           Trustee May File Proofs of Claim                     76
SECTION 6.10.           Priorities                                           76

<PAGE>

                                                                               4


SECTION 6.11.           Undertaking for Costs                                76
SECTION 6.12.           Waiver of Stay or Extension Laws                     77


                                   ARTICLE VII

                                     Trustee
                                     -------

SECTION 7.01.           Duties of Trustee                                    77
SECTION 7.02.           Rights of Trustee                                    79
SECTION 7.03.           Individual Rights of Trustee                         80
SECTION 7.04.           Trustee's Disclaimer                                 80
SECTION 7.05.           Notice of Defaults                                   80
SECTION 7.06.           Reports by Trustee to Holders                        80
SECTION 7.07.           Compensation and Indemnity                           81
SECTION 7.08.           Replacement of Trustee                               81
SECTION 7.09.           Successor Trustee by Merger                          83
SECTION 7.10.           Eligibility; Disqualification                        83
SECTION 7.11.           Preferential Collection of Claims
                        Against Company                                      83


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance
                       ----------------------------------

SECTION 8.01.           Discharge of Liability on Securities;
                        Defeasance                                           84
SECTION 8.02.           Conditions to Defeasance                             85
SECTION 8.03.           Application of Trust Money                           86
SECTION 8.04.           Repayment to Company                                 86
SECTION 8.05.           Indemnity for Government Obligations                 87
SECTION 8.06.           Reinstatement                                        87


                           ARTICLE IX

                           Amendments
                           ----------

SECTION 9.01.           Without Consent of Holders                           87
SECTION 9.02.           With Consent of Holders                              88
SECTION 9.03.           Compliance with Trust Indenture Act                  89
SECTION 9.04.           Revocation and Effect of Consents and
                        Waivers                                              89
SECTION 9.05.           Notation on or Exchange of Securities                90
SECTION 9.06.           Trustee to Sign Amendments                           90
SECTION 9.07.           Payment for Consent                                  90

<PAGE>

                                                                               5


                                    ARTICLE X

                                  Miscellaneous
                                  -------------

SECTION 10.01.          Trust Indenture Act Controls                         91
SECTION 10.02.          Notices                                              91
SECTION 10.03.          Communication by Holders with Other Holders          92
SECTION 10.04.          Certificate and Opinion as to Conditions Precedent   92
SECTION 10.05.          Statements Required in Certificate or Opinion        92
SECTION 10.06.          When Securities Disregarded                          93
SECTION 10.07.          Rules by Trustee, Paying Agent and Registrar         93
SECTION 10.08.          Legal Holidays                                       93
SECTION 10.09.          Governing Law                                        93
SECTION 10.10.          No Recourse Against Others                           93
SECTION 10.11.          Successors                                           94
SECTION 10.12.          Multiple Originals                                   94
SECTION 10.13.          Table of Contents; Headings                          94


Appendix A - Provisions Relating to Initial Securities
             and Exchange Securities
Exhibit 1 to Appendix A
           -  Form of Initial Security
Exhibit A -  Form of Exchange Security
Exhibit B -  Form of Transferee Letter of Representation


<PAGE>


                              CROSS-REFERENCE TABLE


  TIA                                                                  Indenture
Section                                                                 Section
-------                                                                ---------

310 (a) (1)                                                               7.10
    (a) (2)                                                               7.10
    (a) (3)                                                               N.A.
    (a) (4)                                                               N.A.
    (b)                                                                   7.08;
                                                                          7.10
    (c)                                                                   N.A.
311 (a)                                                                   7.11
    (b)                                                                   7.11
    (c)                                                                   N.A.
312 (a)                                                                   2.06
    (b)                                                                   N.A.
    (c)                                                                   N.A.
313 (a)                                                                   7.06
    (b)(1)                                                                N.A.
    (b)(2)                                                                7.06
    (c)                                                                   N.A.
    (d)                                                                   7.06
314 (a)                                                                   4.02;
                                                                          4.10;
                                                                          N.A.
    (b)                                                                   N.A.
    (c)(1)                                                                N.A.
    (c)(2)                                                                N.A.
    (c)(3)                                                                N.A.
    (d)                                                                   N.A.
    (e)                                                                   N.A.
    (f)                                                                   4.10
315 (a)                                                                   7.01
    (b)                                                                   7.05;
                                                                          N.A.
    (c)                                                                   7.01
    (d)                                                                   7.01
    (e)                                                                   6.11
316 (a)
    (last
sentence)                                                                 N.A.
    (a)(1)(A)                                                             6.05
    (a)(1)(B)                                                             6.04
    (a)(2)                                                                N.A.
    (b)                                                                   6.07
317 (a)(1)                                                                6.08
    (a)(2)                                                                6.09
    (b)                                                                   2.05
318 (a)                                                                   N.A.

                           N.A. Means Not Applicable.

__________________

Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be
       part of this Indenture.

<PAGE>


                     INDENTURE dated as of January 18, 2001,






                           between LEVI STRAUSS & CO., a Delaware
                           corporation (the "Company") and CITIBANK,
                           N.A., a national banking association duly
                           organized and existing under the laws of the
                           U.S.A., as Trustee (the "Trustee").


                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's U.S.
dollar  denominated  11 5/8% Senior Notes due 2008,  to be issued,  from time to
time,  in one or  more  series  as in  this  Indenture  provided  (the  "Initial
Securities")  and,  if and when  issued  pursuant  to a  registered  or  private
exchange for the Initial Securities, the Company's 11 5/8% Senior Notes due 2008
(the  "Exchange  Securities"  and,  together  with the Initial  Securities,  the
"Securities"):


                                    ARTICLE I

                   Definitions and Incorporation by Reference
                   ------------------------------------------


                  SECTION 1.01.  Definitions.
                                 -----------


                  "Additional Assets" means:

                  (a)  any  Property   (other  than  cash,   cash   equivalents,
         securities  and inventory) to be owned by the Company or any Restricted
         Subsidiary and used in a Related Business; or

                  (b)  Capital  Stock  of a Person  that  becomes  a  Restricted
         Subsidiary as a result of the  acquisition of that Capital Stock by the
         Company or another Restricted Subsidiary from any Person other than the
         Company or an Affiliate of the Company; provided, however, that, in the
                                                 --------  -------
         case of this clause (b), the Restricted Subsidiary is primarily engaged
         in a Related Business.

                  "Affiliate" of any specified Person means:

                  (a)  any other Person  directly or indirectly  controlling  or
         controlled  by or under  direct or indirect  common  control  with that
         specified Person, or

<PAGE>

                                                                               2


                  (b) any other Person who is a director or officer of that
         specified Person.

                  For the purposes of this definition,  "control" when used with
respect to any Person means the power to direct the  management  and policies of
that Person,  directly or  indirectly,  whether  through the ownership of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing. For purposes of Section
4.09  and  Section  4.07  and  the  definition  of  "Additional   Assets"  only,
"Affiliate"  shall also mean any Beneficial Owner of shares  representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase  that Voting Stock  (whether or
not  currently  exercisable)  and any  Person who would be an  Affiliate  of any
Beneficial Owner pursuant to the first sentence hereof.

                  "Asset  Sale"  means any sale,  lease,  transfer,  issuance or
other disposition (or series of related sales, leases,  transfers,  issuances or
dispositions)  by  the  Company  or any  Restricted  Subsidiary,  including  any
disposition by means of a merger,  consolidation  or similar  transaction  (each
referred to for the purposes of this definition as a "disposition"), of

                  (a) any shares of  Capital  Stock of a  Restricted  Subsidiary
         (other than directors' qualifying shares),

                  (b) all or  substantially  all the assets of any  division  or
         line of business of the Company or any Restricted Subsidiary,

                  (c) in  the  case  of any  disposition  by  the  Company  or a
         Restricted Subsidiary to any Person, any other assets of the Company or
         any Restricted Subsidiary outside of the ordinary course of business of
         the Company or such Restricted Subsidiary, or

                  (d) in  the  case  of any  disposition  by  the  Company  to a
         Restricted  Subsidiary of the Company, any other assets of the Company,
         other than  dispositions  in the  ordinary  course of  business  of raw
         materials to a Restricted  Subsidiary to be used in the  manufacture of
         finished goods, of finished goods to a Restricted Subsidiary for resale
         by the Restricted Subsidiary or its designee or of work in process to a
         Restricted Subsidiary,

<PAGE>

                                                                               3


         other than, in the case of clause (a), (b), (c) or (d) above,

                  (1) any disposition by a Restricted  Subsidiary to the Company
         or  by  the  Company  or  a  Restricted   Subsidiary  to  a  Restricted
         Subsidiary,

                  (2) any disposition that constitutes a Permitted Investment or
         Restricted Payment permitted by Section 4.05,

                  (3) any  disposition  effected  in  compliance  with the first
         paragraph in Section 5.01,

                  (4) a sale of accounts  receivables  and related assets of the
         type specified in the definition of "Qualified Receivables Transaction"
         to a Receivables Entity,

                  (5) a transfer of accounts  receivables  and related assets of
         the  type  specified  in  the  definition  of  "Qualified   Receivables
         Transaction"  (or  a  fractional   undivided  interest  therein)  by  a
         Receivables   Entity  in  connection   with  a  Qualified   Receivables
         Transaction, and

                  (6) a transfer of accounts receivable of the type specified in
         the definition of "Credit  Facility" that is permitted under clause (b)
         of the second paragraph of Section 4.04.

         Notwithstanding  the  foregoing,  if at any time,  the  aggregate  Fair
Market Value of assets disposed of by the Company to its Subsidiaries  since the
Issue  Date,  other than (a)  Permitted  Investments  comprised  of cash or cash
equivalents,  (b) dispositions pursuant to paragraphs (4), (5) and (6) above and
(c)  dispositions by the Company to a Restricted  Subsidiary of raw materials to
be used in the  manufacture of finished  goods, of finished goods and of work in
process,  exceeds 10% of Consolidated Tangible Assets, all asset dispositions in
excess thereof shall be treated as Asset Sales subject to the  restrictions  set
forth in Section 4.07. For purposes of this paragraph, the aggregate Fair Market
Value of assets so  transferred at any time shall be calculated by using the sum
of the  Fair  Market  Value  of each  asset  disposition  as of the  date of its
disposition.

<PAGE>

                                                                               4


                  "Attributable Debt" in respect of a Sale and Leaseback Trans-
action means, at any date of determination,

                  (a) if the Sale and Leaseback  Transaction  is a Capital Lease
         Obligation,  the amount of Debt  represented  thereby  according to the
         definition of "Capital Lease Obligation", and

                  (b) in all other instances, the greater of:

                           (1) the Fair Market Value of the Property subject to
                  the Sale and Leaseback Transaction, and

                           (2) the present  value  (discounted  at the  interest
                  rate  borne by the  Securities,  compounded  annually)  of the
                  total obligations of the lessee for rental payments during the
                  remaining term of the lease included in the Sale and Leaseback
                  Transaction (including any period for which the lease has been
                  extended).

                  "Average Life" means,  as of any date of  determination,  with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a) the sum of the product of the numbers of years (rounded to
         the nearest  one-twelfth of one year) from the date of determination to
         the dates of each successive  scheduled  principal payment of that Debt
         or redemption or similar  payment with respect to that Preferred  Stock
         multiplied by the amount of the payment by

                  (b) the sum of all payments of this kind.

                  "Beneficial Owner" means a beneficial owner as defined in Rule
13d-3 under the Exchange Act, except that:

                  (a) a Person will be deemed to be the Beneficial  Owner of all
         shares that the Person has the right to acquire,  whether that right is
         exercisable immediately or only after the passage of time,

                  (b) for purposes of clause (a) of the definition of "Change of
         Control",  Permitted Holders will be deemed to be the Beneficial Owners
         of any Voting Stock of a corporation  or other legal entity held by any
         other  corporation  or  other  legal  entity  so long as the  Permitted
         Holders  Beneficially Own,  directly or indirectly,  in the aggregate a
         majority of the total

<PAGE>

                                                                               5


         voting power of the Voting Stock of that corporation or other legal
         entity, and

                  (c) for purposes of clause (b) of the definition of "Change of
         Control",  any  "person"  or  "group"  (as those  terms are  defined in
         Sections  13(d)  and  14(d)  of  the  Exchange  Act  or  any  successor
         provisions to either of the foregoing),  including any group acting for
         the purpose of  acquiring,  holding,  voting or disposing of securities
         within the meaning of Rule  13d-5(b)(1)  under the Exchange Act,  other
         than any one or more of the  Permitted  Holders,  shall be deemed to be
         the  Beneficial  Owners of any Voting Stock of a  corporation  or other
         legal entity held by any other corporation or legal entity ("the parent
         corporation"),  so long as that  person  or  group  Beneficially  Owns,
         directly or indirectly, in the aggregate a majority of the total voting
         power of the Voting Stock of that parent corporation.

The term "Beneficially Own" shall have a corresponding meaning.

                  "Board  of  Directors"  means the  Board of  Directors  of the
Company  (or,  in  the  case  of  Section  4.09(2),  the  applicable  Restricted
Subsidiary)  or any committee  thereof duly  authorized to act on behalf of such
Board.

                  "Board  Resolution" means a copy of a resolution  certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                  "Business Day" means each day that is not a Legal Holiday.

                  "Capital Lease Obligations" means any obligation under a lease
that  is  required  to  be  capitalized  for  financial  reporting  purposes  in
accordance  with GAAP;  and the amount of Debt  represented  by that  obligation
shall be the capitalized amount of the obligations determined in accordance with
GAAP; and the Stated  Maturity  thereof shall be the date of the last payment of
rent or any other amount due under that lease prior to the first date upon which
that lease may be terminated  by the lessee  without  payment of a penalty.  For
purposes of Section 4.06, a Capital Lease  Obligation shall be deemed secured by
a Lien on the Property being leased.

<PAGE>

                                                                               6


                  "Capital Stock" means, with respect to any Person,  any shares
or other  equivalents  (however  designated) of any class of corporate  stock or
partnership interests or any other participations,  rights, warrants, options or
other  interests in the nature of an equity  interest in that Person,  including
Preferred  Stock,  but excluding any debt security  convertible or  exchangeable
into that equity interest.

                  "Capital  Stock  Sale  Proceeds"   means  the  aggregate  cash
proceeds  received  by the  Company  from the  issuance or sale (other than to a
Subsidiary  of  the  Company  or an  employee  stock  ownership  plan  or  trust
established by the Company or the Subsidiary for the benefit of their employees)
by the Company of its Capital  Stock (other than  Disqualified  Stock) after the
Issue Date, net of attorneys' fees,  accountants' fees,  initial  purchasers' or
placement agents' fees,  discounts or commissions and brokerage,  consultant and
other fees actually  incurred in connection with the issuance or sale and net of
taxes paid or payable as a result thereof.

                  "Change  of  Control"  means  the  occurrence  of  any  of the
following events:

                  (a) prior to the first Public Equity  Offering that results in
         a Public  Market,  the  Permitted  Holders  cease to be the  Beneficial
         Owners, directly or indirectly, of a majority of the total voting power
         of the Voting Stock of the Company, whether as a result of the issuance
         of securities of the Company, any merger, consolidation, liquidation or
         dissolution  of  the  Company,  any  direct  or  indirect  transfer  of
         securities by the Permitted Holders or otherwise; or

                  (b) on or after the first Public Equity  Offering that results
         in a Public Market,  if any "person" or "group" (as such terms are used
         in  Sections  13(d)  and  14(d) of the  Exchange  Act or any  successor
         provisions to either of the foregoing),  including any group acting for
         the purpose of  acquiring,  holding,  voting or disposing of securities
         within the meaning of Rule  13d-5(b)(1)  under the Exchange Act,  other
         than any one or more of the Permitted  Holders,  becomes the Beneficial
         Owner, directly or indirectly, of 35% or more of the total voting power
         of the  Voting  Stock  of the  Company;  provided,  however,  that  the
                                                  --------   -------
         Permitted Holders are the Beneficial Owners, directly or indirectly, in
         the  aggregate of a lesser  percentage of the total voting power of the
         Voting  Stock of the  Company  than that  other  person  or group;  and
         provided further, that the
         ----------------

<PAGE>

                                                                               7


         provisions of this clause (b) will not apply to Voting Trustees serving
         in that capacity under the Voting Trust Arrangement; or

                  (c) the sale, transfer, assignment, lease, conveyance or other
         disposition,  directly or indirectly,  of all or substantially  all the
         assets of the Company and the Restricted Subsidiaries,  considered as a
         whole (other than a  disposition  of assets as an entirety or virtually
         as an entirety to a Wholly Owned  Restricted  Subsidiary or one or more
         Permitted  Holders)  shall  have  occurred,   or  the  Company  merges,
         consolidates  or amalgamates  with or into any other Person (other than
         one or more  Permitted  Holders) or any other Person (other than one or
         more Permitted  Holders)  merges,  consolidates or amalgamates  with or
         into the Company,  in any event  pursuant to a transaction in which the
         outstanding  Voting  Stock  of the  Company  is  reclassified  into  or
         exchanged  for  cash,   securities  or  other   Property,   other  than
         transaction where:

                       (1) the outstanding Voting Stock  of  the   Company  is
                  reclassified into or exchanged for other Voting Stock of the
                  Company or for Voting Stock of the surviving corporation or
                  transferee, and

                       (2) the Holders of the Voting Stock of the Company
                  immediately prior to the transaction own, directly or
                  indirectly, not less than a majority of the Voting Stock of
                  the Company  or  the   surviving corporation  or transferee
                  immediately  after the  transaction  and in substantially the
                  same proportion as before the transaction; or

                  (d) during any period of two  consecutive  years,  individuals
         who at the beginning of that period  constituted the Board of Directors
         (together with any new directors  whose election or appointment by such
         Board or whose  nomination  for  election  by the  shareholders  of the
         Company was  approved by a vote of not less than  three-fourths  of the
         directors  then  still in  office  who  were  either  directors  at the
         beginning of that period or whose  election or nomination  for election
         was previously so approved or by a vote of the Voting Trustees pursuant
         to the terms of the Voting Trust  Arrangement)  cease for any reason to
         constitute a majority of the Board of Directors then in office; or

<PAGE>

                                                                               8


                  (e) the  shareholders  of the Company  shall have approved any
         plan of liquidation or dissolution of the Company.

                  "Code" means the Internal Revenue Code of 1986, as amended.


                  "Commodity Price Protection  Agreement" means, in respect of a
Person,  any  forward  contract,  commodity  swap  agreement,  commodity  option
agreement or other  similar  agreement or  arrangement  designed to protect that
Person against fluctuations in commodity prices.

                  "Company"  means  the  party  named as such in this  Indenture
until a successor replaces it pursuant to the applicable  provisions hereof and,
thereafter,  means the successor  and, for purposes of any  provision  contained
herein and required by the TIA, each other obligor on the indenture securities.

                  "Consolidated  Current  Liabilities"  means, as of any date of
determination,  the  aggregate  amount of  liabilities  of the  Company  and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

                  (a)  all  intercompany  items  between  the  Company  and  any
         Restricted Subsidiary or between Restricted Subsidiaries, and

                  (b) all current maturities of long-term Debt.

                  "Consolidated  Fixed Charges" means, for any period, the total
interest  expense (net of interest  income) of the Company and its  consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense,   and  to  the  extent  Incurred  by  the  Company  or  its  Restricted
Subsidiaries,

                  (a) interest expense  attributable to leases constituting part
         of a Sale and Leaseback Transaction and to Capital Lease Obligations,

                  (b)  amortization  of debt  discount and debt  issuance  cost,
         including commitment fees,

                  (c) capitalized interest,

                  (d) non-cash interest expense,

<PAGE>

                                                                               9


                  (e)  commissions,  discounts  and other fees and charges  owed
         with respect to letters of credit and bankers' acceptance financing,

                  (f)  net  costs   associated  with  Interest  Rate  Agreements
         (including amortization of fees),

                  (g) Disqualified Stock Dividends,

                  (h) Preferred Stock Dividends,

                  (i)  interest  Incurred  in  connection  with  Investments  in
         discontinued operations,

                  (j)  interest  accruing on any Debt of any other Person to the
         extent  that  Debt  is  Guaranteed  by the  Company  or any  Restricted
         Subsidiary, and

                  (k) the cash  contributions  to any employee  stock  ownership
         plan or similar trust to the extent those contributions are used by the
         plan or trust to pay  interest  or fees to any Person  (other  than the
         Company) in connection with Debt Incurred by the plan or trust.

         Notwithstanding anything to the contrary contained herein, commissions,
discounts,  yield and other fees and  charges  Incurred in  connection  with any
transaction   (including,   without   limitation,   any  Qualified   Receivables
Transaction)  pursuant to which the Company or any Subsidiary of the Company may
sell, convey or otherwise  transfer or grant a security interest in any accounts
receivable  or  related  assets  of the  type  specified  in the  definition  of
"Qualified  Receivables  Transaction"  shall be included in  Consolidated  Fixed
Charges.

         "Consolidated  Fixed Charges  Coverage  Ratio" means, as of any date of
determination, the ratio of:

                  (a) the  aggregate  amount of EBITDA for the most  recent four
         consecutive  fiscal  quarters  ending  at least  45 days  prior to such
         determination date to

                  (b) Consolidated Fixed Charges for those four fiscal quarters;

<PAGE>

                                                                              10


         provided, however, that:
         --------  -------

                      (1) if

                          (A) since the  beginning  of that period the Company
                              or any Restricted Subsidiary has Incurred any Debt
                              that remains outstanding or Repaid any Debt, or

                          (B) the transaction  giving rise to the need to
                              calculate the Consolidated  Fixed Charges Coverage
                              Ratio involves an Incurrence or Repayment of Debt,

         Consolidated  Fixed Charges for that period shall be  calculated  after
         giving  effect on a pro forma basis to that  Incurrence or Repayment as
         if the Debt was  Incurred  or Repaid  on the first day of that  period,
         provided  that, in the event of any Repayment of Debt,  EBITDA for that
         period  shall  be  calculated  as if the  Company  or  such  Restricted
         Subsidiary had not earned any interest  income  actually  earned during
         such period in respect of the funds used to Repay such Debt, and

                      (2) if

                          (A) since the  beginning  of that period the Company
                              or any Restricted  Subsidiary shall have made any
                              Asset  Sale  or  an  Investment  (by  merger  or
                              otherwise) in any Restricted  Subsidiary  (or  any
                              Person which becomes a Restricted Subsidiary) or
                              an acquisition of Property which constitutes all
                              or substantially all of an operating unit of a
                              business,

                          (B) the transaction  giving rise to the need to
                              calculate the Consolidated  Fixed Charges Coverage
                              Ratio involves  an  Asset  Sale,   Investment   or
                              acquisition, or

                          (C) since the  beginning  of that period any Person
                              (that subsequently became a Restricted Subsidiary
                              or was merged with or into the Company or any
                              Restricted Subsidiary since the beginning of that
                              period) shall  have  made  such  an  Asset   Sale,
                              Investment or acquisition,

<PAGE>

                                                                              11


EBITDA for that period shall be calculated  after giving pro forma effect to the
Asset  Sale,  Investment  or  acquisition  as if the Asset Sale,  Investment  or
acquisition occurred on the first day of that period.

         If any Debt bears a floating  rate of  interest  and is being given pro
forma  effect,  the interest  expense on that Debt shall be calculated as if the
base  interest  rate in effect for the floating  rate of interest on the date of
determination  had been the applicable  base interest rate for the entire period
(taking into account any Interest Rate Agreement  applicable to that Debt if the
applicable Interest Rate Agreement has a remaining term in excess of 12 months).
In the event the Capital Stock of any  Restricted  Subsidiary is sold during the
period,  the Company shall be deemed,  for purposes of clause (1) above, to have
Repaid during that period the Debt of that  Restricted  Subsidiary to the extent
the Company and its continuing Restricted  Subsidiaries are no longer liable for
that Debt after the sale.

                  "Consolidated  Net  Income"  means,  for any  period,  the net
income  (loss)  of the  Company  and its  consolidated  Subsidiaries;  provided,
                                                                       --------
however, that there shall not be included in such Consolidated Net Income:
-------

                  (a) any net  income  (loss)  of any  Person  (other  than  the
         Company) if that Person is not a Restricted Subsidiary, except that:

                           (1) subject to the exclusion  contained in clause (d)
                  below,  the  Company's  equity  in the net  income of any such
                  Person for that period shall be included in such  Consolidated
                  Net Income up to the aggregate  amount of cash  distributed by
                  that Person  during that period to the Company or a Restricted
                  Subsidiary as a dividend or other  distribution  (subject,  in
                  the case of a dividend or other  distribution  to a Restricted
                  Subsidiary, to the limitations contained in clause (c) below),
                  and

                           (2) the Company's equity in a net loss of that Person
                  other than an Unrestricted Subsidiary for the specified period
                  shall be included in determining such Consolidated Net Income,

                  (b) for purposes of Section 4.05 only,  any net income  (loss)
         of any  Person  acquired  by  the  Company  or any of its  consolidated
         Subsidiaries in a pooling of interests transaction for any period prior
         to the date of the acquisition,

<PAGE>

                                                                              12


                  (c) any net income (loss) of any Restricted  Subsidiary if the
         Restricted   Subsidiary  is  subject  to   restrictions,   directly  or
         indirectly, on the payment of dividends or the making of distributions,
         directly or indirectly, to the Company, except that:

                       (1) subject to the  exclusion  contained  in clause (d)
                  below, the Company's equity in the net income of the
                  Restricted Subsidiary for the  period shall be  included in
                  Consolidated Net Income up to the aggregate  amount  that
                  would  have  been permitted  at the  date  of determination
                  to be  dividended to the Company or another Restricted
                  Subsidiary by that Restricted Subsidiary  without prior
                  approval by a third party (that has not been obtained),
                  pursuant to the terms of its charter and all agreements,
                  instruments, judgments, decrees, orders, statutes, rules  and
                  government regulations applicable to that Restricted
                  Subsidiary or its  shareholders, during  that period as a
                  dividend or other distribution (subject, in the case of a
                  dividend or other distribution to another Restricted
                  Subsidiary,  to the limitation contained in this clause), and

                       (2) the  Company's  equity  in a net  loss  of the
                  Restricted Subsidiary  for such  period  shall be  included in
                  determining  such Consolidated Net Income,

                  (d) any gain  (but not loss)  realized  upon the sale or other
         disposition  of any Property of the Company or any of its  consolidated
         Subsidiaries (including pursuant to any Sale and Leaseback Transaction)
         that is not sold or  otherwise  disposed of in the  ordinary  course of
         business,

                  (e) any extraordinary gain or loss,

                  (f)  the   cumulative   effect  of  a  change  in   accounting
         principles,

                  (g) any  unrealized  gains or  losses  of the  Company  or its
         consolidated Subsidiaries on any Hedging Obligations, and

                  (h) any non-cash  compensation  expense realized for grants of
         performance  shares,   stock  options  or  other  rights  to  officers,
         directors  and employees of the Company or any  Restricted  Subsidiary,
         provided that those shares, options or other rights can be redeemed

<PAGE>

                                                                              13


         at the  option of the  holder  only for  Capital  Stock of the  Company
         (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of Section 4.05 only, there shall be
excluded  from  Consolidated  Net Income any  dividends,  repayments of loans or
advances or other  transfers  of assets from  Unrestricted  Subsidiaries  to the
Company or a Restricted  Subsidiary to the extent the  dividends,  repayments or
transfers  increase  the  amount of  Restricted  Payments  permitted  under that
covenant pursuant to clause (c)(4) thereof.

         "Consolidated   Net  Tangible   Assets"  means,   as  of  any  date  of
determination,  the sum of the  amounts  that  would  appear  on a  consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total  assets  (less  accumulated  depreciation,  amortization,  allowances  for
doubtful  receivables,  other applicable  reserves and other properly deductible
items) of the Company and its  Restricted  Subsidiaries,  after giving effect to
purchase   accounting  and  after  deducting  therefrom   Consolidated   Current
Liabilities  and,  to the extent  otherwise  included,  the  amounts of (without
duplication):

                  (a) the  excess of cost over  fair  market  value of assets or
         businesses acquired;

                  (b) any  revaluation or other write-up in book value of assets
         subsequent  to the  last  day  of the  fiscal  quarter  of the  Company
         immediately  preceding  the  Issue  Date as a result of a change in the
         method of valuation in accordance with GAAP;

                  (c)   unamortized   debt   discount  and  expenses  and  other
         unamortized deferred charges, goodwill,  patents,  trademarks,  service
         marks, trade names, copyrights, licenses, organization or developmental
         expenses and other intangible items;

                  (d) minority  interests in consolidated  Subsidiaries  held by
         Persons other than the Company or any Restricted Subsidiary;

                  (e) treasury stock;

                  (f) cash or  securities  set aside  and held in a  sinking  or
         other analogous fund established for the purpose of redemption or other
         retirement  of  Capital  Stock to the  extent  such  obligation  is not
         reflected in Consolidated Current Liabilities; and

<PAGE>

                                                                              14


                  (g) Investments in and assets of Unrestricted Subsidiaries.

         "Consolidated  Tangible Assets" means, as of any date of determination,
the sum of the amounts of  Consolidated  Net  Tangible  Assets and  Consolidated
Current Liabilities as of such date.

         "Credit   Facilities"  means,  with  respect  to  the  Company  or  any
Restricted  Subsidiary,   one  or  more  debt  or  commercial  paper  facilities
(including  related   Guarantees)  with  banks,   investment  banks,   insurance
companies,  mutual funds or other institutional  lenders (including our Existing
Bank Credit  Facilities),  providing  for revolving  credit  loans,  term loans,
receivables or inventory financing (including through the sale of receivables or
inventory to  institutional  lenders or to special  purpose,  bankruptcy  remote
entities formed to borrow from  institutional  lenders against those receivables
or inventory) or trade or standby letters of credit,  in each case together with
any Refinancings thereof by a lender or syndicate of lenders;  provided that, in
the case of a transaction in which any accounts receivable are sold, conveyed or
otherwise  transferred  by the  Company  or any of its  subsidiaries  to another
Person other than a Receivables  Entity,  then that transaction must satisfy the
following three conditions:

                  (a)  if  the  transaction  involves  a  transfer  of  accounts
         receivable  with Fair  Market  Value  equal to or  greater  than  $25.0
         million,  the Board of Directors  shall have  determined  in good faith
         that the transaction is economically fair and reasonable to the Company
         or the  Subsidiary  that sold,  conveyed or  transferred  the  accounts
         receivable,

                  (b) the sale, conveyance or transfer of accounts receivable by
         the Company or the Subsidiary is made at Fair Market Value and

                  (c) the financing  terms,  covenants,  termination  events and
         other  provisions  of  the  transaction   shall  be  market  terms  (as
         determined in good faith by the Board of Directors if Board approval is
         required under clause (a)).

                  "Currency Exchange Protection  Agreement" means, in respect of
a Person,  any foreign  exchange  contract,  currency swap  agreement,  currency
option or other similar agreement or arrangement designed to protect that Person
against fluctuations in currency exchange rates.

<PAGE>

                                                                              15


                  "Debt"  means,  with  respect  to any  Person  on any  date of
determination (without duplication):

                  (a) the principal of and premium (if any) in respect of:

                           (1) debt of the Person for money borrowed, and

                           (2) debt  evidenced  by notes,  debentures,  bonds or
                  other similar  instruments for the payment of which the Person
                  is responsible or liable;

                  (b)  all  Capital  Lease  Obligations  of the  Person  and all
         Attributable Debt in respect of Sale and Leaseback Transactions entered
         into by the Person;

                  (c) all  obligations  of the  Person  issued or assumed as the
         deferred  purchase price of Property,  all conditional sale obligations
         of the  Person  and all  obligations  of the  Person  under  any  title
         retention  agreement (but excluding  trade accounts  payable arising in
         the ordinary course of business);

                  (d) all obligations of the Person for the reimbursement of any
         obligor on any letter of credit,  banker's acceptance or similar credit
         transaction  (other than  obligations with respect to letters of credit
         securing  obligations (other than obligations  described in (a) through
         (c) above)  entered  into in the  ordinary  course of  business  of the
         Person to the extent those  letters of credit are not drawn upon or, if
         and to the extent drawn upon,  the drawing is  reimbursed no later than
         the third Business Day following  receipt by the Person of a demand for
         reimbursement following payment on the letter of credit);

                  (e) the amount of all  obligations  of the Person with respect
         to the  Repayment  of any  Disqualified  Stock or, with  respect to any
         Subsidiary of the Person,  any Preferred Stock (but excluding,  in each
         case, any accrued dividends);

                  (f) all  obligations  of the type  referred  to in clauses (a)
         through (e) of other Persons and all dividends of other Persons for the
         payment of which,  in either case, the Person is responsible or liable,
         directly or indirectly, as obligor,  guarantor or otherwise,  including
         by means of any Guarantee;

<PAGE>

                                                                              16


                  (g) all  obligations  of the type  referred  to in clauses (a)
         through (f) of other Persons secured by any Lien on any Property of the
         Person (whether or not such  obligation is assumed by the Person),  the
         amount of such obligation being deemed to be the lesser of the value of
         that Property or the amount of the obligation so secured; and

                  (h) to the extent not otherwise  included in this  definition,
         Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance at
that date of all  unconditional  obligations as described  above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent  obligations at that date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

                       (1) zero if the Hedging Obligation has been Incurred
                  pursuant to clause (e), (f) or (g) of the second paragraph of
                  Section 4.04, or

                       (2) if the Hedging Obligation is not Incurred pursuant to
                  clauses  (e),  (f) or (g) of the second  paragraph  of Section
                  4.04,  then 105% of the  aggregate  net amount,  if any,  that
                  would  then be  payable  by the  Company  and  any  Restricted
                  Subsidiary on a per  counter-party  basis  pursuant to Section
                  6(e) of the ISDA Master Agreement (Multicurrency-Cross Border)
                  in  the  form  published  by  the   International   Swaps  and
                  Derivatives  Association in 1992 (the "ISDA Form"),  as if the
                  date  of  determination  were a date  that  constitutes  or is
                  substantially  equivalent  to an Early  Termination  Date,  as
                  defined in the ISDA  Form,  with  respect to all  transactions
                  governed by the ISDA Form,  plus the  equivalent  amount under
                  the  terms  of any  other  Hedging  Obligations  that  are not
                  Incurred  pursuant  to clauses  (e),  (f) or (g) of the second
                  paragraph of Section 4.04, each such amount to be estimated in
                  good faith by the Company.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Disqualified  Stock" means,  with respect to any Person,  any
Capital  Stock that by its terms (or by the terms of any security  into which it
is convertible or for which it is exchangeable,  in either case at the option of
the holder thereof) or otherwise:

<PAGE>

                                                                              17


                  (a) matures or is mandatorily redeemable pursuant to a sinking
         fund obligation or otherwise,

                  (b) is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c) is convertible or exchangeable at the option of the holder
         thereof for Debt or Disqualified  Stock, on or prior to, in the case of
         clause (a), (b) or (c), the first anniversary of the Stated Maturity of
         the Securities.

                  "Disqualified   Stock  Dividends"  means  all  dividends  with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned  Restricted  Subsidiary.  The amount of any dividend of this kind shall be
equal to the quotient of the dividend divided by the difference  between one and
the maximum  statutory  federal  income tax rate  (expressed as a decimal number
between 1 and 0) then applicable to the Company.

                  "EBITDA"  means,  for any period,  an amount equal to, for the
Company and its consolidated Restricted Subsidiaries:

                  (a) the sum of Consolidated  Net Income for that period,  plus
         the following to the extent reducing  Consolidated  Net Income for that
         period:

                       (1) the provision for taxes based on income or profits or
                  utilized in computing net loss,

                       (2) Consolidated Fixed Charges,

                       (3) depreciation,

                       (4) amortization of intangibles,


                       (5) any other  non-cash  items  (other than any  non-cash
                  item to the extent that it represents an accrual of or reserve
                  for cash expenditures in any future period), and

                       (6) any one-time,  non-recurring expenses relating to, or
                  arising from, any closures of  manufacturing  facilities on or
                  after the Issue Date, in each case  incurred  within 12 months
                  after such closure, minus

<PAGE>

                                                                              18


                  (b) all non-cash items increasing  Consolidated Net Income for
         that period  (other than any such  non-cash  item to the extent that it
         will result in the receipt of cash payments in any future period).

Notwithstanding  the  foregoing  clause  (a),  the  provision  for taxes and the
depreciation,  amortization and non-cash items of a Restricted  Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same  proportion)  that the net  income of that  Restricted  Subsidiary  was
included  in  calculating  Consolidated  Net Income and only if a  corresponding
amount would be permitted at the date of  determination  to be dividended to the
Company by that Restricted  Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments,   decrees,  orders,  statutes,  rules  and  governmental  regulations
applicable to that Restricted Subsidiary or its shareholders.

                  "Equipment   Financing   Transaction"  means  any  arrangement
 (together with any Refinancings  thereof) with any Person pursuant to which the
 Company or any Restricted Subsidiary Incurs Debt secured by a Lien on equipment
 or equipment related property of the Company or any Restricted Subsidiary.

                  "Euro Notes" means the Company's 11 5/8% Senior Notes due 2008
 denominated in euros and issued  pursuant to an indenture dated the date hereof
 between the Company and Citibank, N.A. as trustee.

                  "Event of Default" has the meaning set forth in Section 6.01

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Existing Bank Credit Facilities" means:

                  (a) the Bridge Credit Agreement, dated as of January 31, 2000,
         among the  Company,  Bank of  America,  N.A. as  administrative  agent,
         collateral agent and lender,  The Bank of Nova Scotia,  Citicorp U.S.A.
         Incorporated,  Morgan  Guaranty Trust Company of New York and Bank One,
         N.A., as amended as of July 31, 2000 and September 29, 2000,

                  (b) the Amended and  Restated  1999 180 Day Credit  Agreement,
         dated as of January 31, 2000, among the Company,  Bank of America, N.A.
         as administrative agent,  collateral agent and lender, The Bank of Nova
         Scotia,

<PAGE>

                                                                              19


         Citicorp U.S.A.  Incorporated  and Morgan Guaranty Trust Company of New
         York,  as amended as of July 31, 2000,  September  29, 2000 and October
         13, 2000,

                  (c) the Amended and  Restated  1997 364 Day Credit  Agreement,
         dated as of January 31, 2000, among the Company,  Bank of America, N.A.
         as administrative agent,  collateral agent and lender, The Bank of Nova
         Scotia, Citicorp U.S.A. Incorporated,  Morgan Guaranty Trust Company of
         New York, Commerzbank AG, Credit Lyonnais, Bank One, N.A., The Sumitomo
         Bank,  Ltd., ABN AMRO Bank N.V.,  Banca  Commerciale  Italiana,  Banque
         Nationale de Paris,  Criplo-Cassa di Risparmio delle Provincie Lombarde
         S.p.A.,  Societe Generale,  Mellon Bank National Association,  KBC Bank
         N.V.,  UniCredito  Italiano S.p.A.,  Deutsche Bank  Aktiengesellschaft,
         Wachovia Bank N.A.,  Bankers Trust Company and First  Hawaiian Bank, as
         amended as of July 31, 2000,  September  29, 2000 and October 13, 2000,
         and

                  (d) the 1997 Second  Amended and  Restated  Credit  Agreement,
         dated as of January 31, 2000, among the Company,  Bank of America, N.A.
         as administrative agent,  collateral agent and lender, The Bank of Nova
         Scotia, Citicorp U.S.A. Incorporated,  Morgan Guaranty Trust Company of
         New York,  Commerzbank AG, Credit  Lyonnais,  The Chase Manhattan Bank,
         Bank One,  N.A., The Sumitomo  Bank,  Ltd.,  ABN AMRO Bank N.V.,  Banca
         Commerciale  Italiana,  Banque  Nationale  de Paris,  Cariplo-Cassa  di
         Risparmio delle Provincie Lombarde S.p.A., CIBC Inc., The Royal Bank of
         Canada, The Sanwa Bank, Limited,  The  Toronto-Dominion  Bank, KBC Bank
         N.V., PNC Bank N.A., Societe Generale,  BankBoston N.A., The Industrial
         Bank of Japan,  Limited,  Mellon Bank National  Association,  The Tokai
         Bank  Limited,  The Bank of  Tokyo-Mitsubishi  Limited,  Union  Bank of
         California,  N.A.  Banca Monte dei Paschi di Siena  S.p.A.,  UniCredito
         Italiano  S.p.A.,  Deutsche  Bank  Aktiengesellschaft,  San  Paolo  IMI
         S.p.A., Cooperative Centrale  Raiffeisent--Boerenleenbank B.A., UBS AG,
         Wachovia Bank N.A.,  Bankers Trust Company and First  Hawaiian Bank, as
         amended as of July 31, 2000, September 29, 2000 and October 13, 2000.

                  "Existing   Policies"  means  (1)  the  Company's  estate  tax
repurchase  policy under which the Company  repurchases  a portion of a deceased
stockholder's  shares to generate  funds for payment of estate taxes and (2) the
Company's  valuation  policy under which the Company obtains an annual valuation
of the Company's Voting Trust Certificates,  as both policies exist at the Issue
Date or as they may exist  from time to time,  provided  that if either of these
policies is

<PAGE>

                                                                              20


materially  amended  after  the Issue  Date in a manner  less  favorable  to the
Company than the policy as existing on the Issue Date,  then that amended policy
shall be deemed not to be an Existing Policy.

                  "Fair Market Value" means,  with respect to any Property,  the
price that could be negotiated in an arm's length  free market transaction, for
cash,  between a willing  seller and a willing  buyer,  neither of whom is under
undue  pressure or  compulsion  to complete  the  transaction.  For  purposes of
Section  4.05 and Section 4.07 and the  definitions  of  "Qualified  Receivables
Transaction"  and "Credit  Facilities",  Fair Market Value shall be  determined,
except as otherwise provided,

                  (a) if the  Property  has a Fair Market Value equal to or less
         than $25.0 million, by any Officer of the Company, or

                  (b) if the Property has a Fair Market Value in excess of $25.0
         million,  by a majority of the Board of  Directors  and  evidenced by a
         Board Resolution,  dated within 12 months of the relevant  transaction,
         delivered to the Trustee.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary which is not organized under the laws of the United States of America
or any State thereof or the District of Columbia.

                  "GAAP"  means  United  States  generally  accepted  accounting
 principles as in effect from time to time, including those set forth:

                  (a) in  the  opinions  and  pronouncements  of the  Accounting
         Principles  Board  of  the  American   Institute  of  Certified  Public
         Accountants,

                  (b) in the  statements  and  pronouncements  of the  Financial
         Accounting Standards Board,

                  (c) in other  statements  by another  entity as  approved by a
         significant segment of the accounting profession, and

                  (d) the rules and regulations of the Commission  governing the
         inclusion  of  financial  statements  (including  pro  forma  financial
         statements)  in  periodic  reports  required  to be filed  pursuant  to
         Section 13 of the Exchange Act, including opinions and pronouncements

<PAGE>

                                                                              21


         in staff accounting  bulletins and similar written  statements from the
         accounting staff of the Commission.

                  "Guarantee" means any obligation,  contingent or otherwise, of
any Person directly or indirectly  guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of that Person:

                  (a) to  purchase  or pay (or  advance or supply  funds for the
         purchase or payment of) the Debt of such other Person (whether  arising
         by virtue of partnership  arrangements,  or by agreements to keep-well,
         to purchase assets, goods, securities or services, to take-or-pay or to
         maintain financial statement conditions or otherwise), or

                  (b)  entered  into for the  purpose of  assuring  in any other
         manner the  obligee  against  loss in respect  thereof  (in whole or in
         part);

provided, however, that the term "Guarantee" shall not include:
--------  -------

                  (1)  endorsements  for  collection  or deposit in the ordinary
         course of business, or

                  (2) a  contractual  commitment  by one  Person  to  invest  in
         another Person for so long as the Investment is reasonably  expected to
         constitute a Permitted  Investment  under clause (a), (b) or (i) of the
         definition of "Permitted Investment".

The  term  "Guarantee"  used as a verb  has a  corresponding  meaning.  The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging  Obligation"  of any Person means any  obligation  of
that  Person  pursuant  to  any  Interest  Rate  Agreement,   Currency  Exchange
Protection Agreement,  Commodity Price Protection Agreement or any other similar
agreement or arrangement.

                  "Holder"  or  "Securityholder"  means the Person in whose name
the Security is registered on the Security register described in Section 2.04.

                  "Incur" means, with respect to any Debt or other obligation of
any  Person,  to  create,  issue,  incur (by  merger,  conversion,  exchange  or
otherwise),  extend, assume,  Guarantee or become liable in respect of that Debt
or other obligation or the recording, as required pursuant to GAAP or

<PAGE>

                                                                              22


otherwise,  of any Debt or  obligation  on the balance sheet of that Person (and
"Incurrence" and "Incurred"  shall have meanings  correlative to the foregoing);
provided,  however,  that a change in GAAP that results in an obligation of that
--------   -------
Person  that exists at such time,  and is not  theretofore  classified  as Debt,
becoming Debt shall not be deemed an Incurrence of that Debt;  provided further,
                                                               ----------------
however, that any Debt or other obligations of a Person existing at the time the
-------
Person becomes a Subsidiary  (whether by merger,  consolidation,  acquisition or
otherwise)  shall be deemed to be  Incurred  by that  Subsidiary  at the time it
becomes a Subsidiary; and provided further, however, that solely for purposes of
                          ----------------  -------
determining  compliance  with Section  4.04,  amortization  of debt  discount or
premium shall not be deemed to be the  Incurrence of Debt,  provided that in the
case of Debt sold at a discount or at a premium, the amount of the Debt Incurred
shall at all times be the aggregate principal amount at Stated Maturity.

                  "Indenture"  means this  Indenture as amended or  supplemented
from time to time.

                  "Independent  Financial  Advisor" means an investment  banking
firm of national  standing or any third party  appraiser  of national  standing,
provided that the firm or appraiser is not an Affiliate of the Company.

                  "Interest Rate Agreement" means, for any Person,  any interest
rate swap agreement,  interest rate option agreement or other similar  agreement
or arrangement designed to protect against fluctuations in interest rates.

                  "Investment"  by any Person means any direct or indirect  loan
(other than  advances to  customers  and  suppliers  in the  ordinary  course of
business  that are recorded as accounts  receivable on the balance sheet of that
Person),  advance or other extension of credit or capital contribution (by means
of  transfers  of cash or other  Property to others or payments  for Property or
services for the account or use of others,  or otherwise) to, or Incurrence of a
Guarantee of any  obligation  of, or purchase or  acquisition  of Capital Stock,
bonds, notes,  debentures or other securities or evidence of Debt issued by, any
other Person.  For purposes of Section 4.05,  Section 4.10 and the definition of
"Restricted Payment", Investment shall include the portion (proportionate to the
Company's equity interest in the Subsidiary) of the Fair Market Value of the net
assets of any  Subsidiary  of the  Company  at the time that the  Subsidiary  is
designated  an  Unrestricted   Subsidiary;   provided,   however,  that  upon  a
                                             --------    -------
redesignation of that Subsidiary as a Restricted  Subsidiary,  the Company shall
be

<PAGE>

                                                                              23


deemed to continue to have a permanent Investment in an Unrestricted  Subsidiary
of an amount (if positive) equal to:

                  (a) the Company's Investment in that Subsidiary at the time of
         such redesignation, less

                  (b)  the  portion   (proportionate  to  the  Company's  equity
         interest in such Subsidiary) of the Fair Market Value of the net assets
         of that  Subsidiary at the time of such  redesignation.  In determining
         the amount of any  Investment  made by transfer of any  Property  other
         than cash, the Property shall be valued at its Fair Market Value at the
         time of the Investment.

                  "Investment  Grade  Rating"  means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

                  "Issue Date" means the first date on which the  Securities are
initially issued.

                  "Issue Date Euro Notes"  means Euro Notes  issued on the first
date on which the Euro Notes are initially issued.

                  "Lien" means, with respect to any Property of any Person,  any
mortgage  or  deed  of  trust,  pledge,   hypothecation,   assignment,   deposit
arrangement,  security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability),  encumbrance, preference,
priority or other security agreement or preferential  arrangement of any kind or
nature  whatsoever  on or with respect to that Property  (including  any Capital
Lease  Obligation,  conditional  sale or other title retention  agreement having
substantially  the same economic  effect as any of the foregoing or any Sale and
Leaseback Transaction).

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net  Available  Cash" from any Asset Sale means cash payments
received  therefrom  (including  any cash  payments  received by way of deferred
payment of principal pursuant to a note or installment  receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of  assumption  by the  acquiring  Person of Debt or other  obligations
relating to the  Property  that is the subject of that Asset Sale or received in
any other non-cash form), in each case net of:

<PAGE>

                                                                              24


                  (a) all legal,  title and recording tax expenses,  commissions
         and other fees (including,  without limitation,  brokers' or investment
         bankers'  commissions or fees) and expenses incurred,  and all Federal,
         state, provincial,  foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of the Asset Sale,

                  (b) all  payments  made on any  Debt  that is  secured  by any
         Property subject to the Asset Sale, in accordance with the terms of any
         Lien upon or other security  agreement of any kind with respect to that
         Property, or which must by its terms, or in order to obtain a necessary
         consent to the Asset Sale, or by  applicable  law, be repaid out of the
         proceeds from the Asset Sale,

                  (c) all  distributions  and other payments required to be made
         to minority  interest  holders in  Subsidiaries  or joint ventures as a
         result of the Asset Sale, and

                  (d) the  deduction  of  appropriate  amounts  provided  by the
         seller as a reserve,  in accordance with GAAP,  against any liabilities
         associated with the Property disposed in the Asset Sale and retained by
         the Company or any Restricted Subsidiary after the Asset Sale.

                  "Officer"  means the Chief Executive  Officer,  the President,
the Chief  Financial  Officer,  the Treasurer or the Assistant  Treasurer of the
Company.

                  "Officers'  Certificate"  means a  certificate  signed  by two
Officers of the Company,  at least one of whom shall be the principal  executive
officer or  principal  financial  officer of the Company,  and  delivered to the
Trustee.

                  "Opinion  of  Counsel"  means a  written  opinion  from  legal
counsel who is acceptable  to the Trustee.  The counsel may be an employee of or
counsel to the Company or the Trustee.

                  "Permitted  Holders"  means the holders of Voting  Stock as of
the Issue  Date,  together  with any  Voting  Trustee  and any  Person  who is a
"Permitted  Transferee"  of  the  holders,  as  that  term  is  defined  in  the
Stockholders  Agreement  dated as of April 15, 1996  between the Company and the
stockholders of the Company party thereto as that Stockholders  Agreement was in
effect on the Issue Date, except that transferees  pursuant to Section 2.2(a)(x)
of that Stockholders  Agreement shall not be deemed to be Permitted  Transferees
for purposes of the Indenture.

<PAGE>

                                                                              25


                  "Permitted  Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a) any  Restricted  Subsidiary or any Person that will,  upon
         the making of such Investment, become a Restricted Subsidiary, provided
         that the primary  business of the  Restricted  Subsidiary  is a Related
         Business;

                  (b) any Person if as a result of the Investment that Person is
         merged or  consolidated  with or into,  or  transfers or conveys all or
         substantially  all  its  Property  to,  the  Company  or  a  Restricted
         Subsidiary,  provided that the Person's  primary  business is a Related
         Business;

                  (c) Temporary Cash Investments;

                  (d)   receivables   owing  to  the  Company  or  a  Restricted
         Subsidiary,  if created or acquired in the ordinary  course of business
         and payable or  dischargeable in accordance with customary trade terms;
         provided,   however,   that  those  trade   terms  may   include   such
         --------    -------
         concessionary  trade terms as the Company or the Restricted  Subsidiary
         deems reasonable under the circumstances;

                  (e) payroll, travel and similar advances to cover matters that
         are expected at the time of those advances  ultimately to be treated as
         expenses  for  accounting  purposes  and that are made in the  ordinary
         course of business;

                  (f) loans  and  advances  to  employees  made in the  ordinary
         course of business consistent with past practices of the Company or the
         applicable  Restricted  Subsidiary,  as the case may be,  provided that
         those loans and  advances  do not exceed  $5.0  million at any one time
         outstanding;

                  (g)  stock,   obligations  or  other  securities  received  in
         settlement  of debts  created in the  ordinary  course of business  and
         owing to the Company or a Restricted  Subsidiary or in  satisfaction of
         judgments;

                  (h) any  Person to the extent the  Investment  represents  the
         non-cash  portion of the  consideration  received in connection with an
         Asset Sale consummated in compliance with Section 4.07;

<PAGE>

                                                                              26


                  (i) a  Receivables  Entity or any  Investment by a Receivables
         Entity in any other Person in connection  with a Qualified  Receivables
         Transaction,  including Investments of funds held in accounts permitted
         or required by the  arrangements  governing that Qualified  Receivables
         Transaction or any related  Indebtedness;  provided that any Investment
         in a  Receivables  Entity  is in the  form of a  Purchase  Money  Note,
         contribution of additional receivables or an equity interest;

                  (j)  customers  or  suppliers  of  the  Company  or any of its
         subsidiaries  in the form of  extensions  of  credit  or  transfers  of
         property,  to the extent otherwise  constituting an Investment,  and in
         the  ordinary  course of business and any  Investments  received in the
         ordinary  course of business in  satisfaction  or partial  satisfaction
         thereof;

                  (k) any Person if the Investments are outstanding on the Issue
         Date and not otherwise described in clauses (a) through (j) above; and

                  (l) any Person made for Fair  Market  Value that do not exceed
         $100.0 million outstanding at any one time in the aggregate.

                  "Permitted Liens" means:

                  (a) Liens  (including,  without  limitation  and to the extent
         constituting a Lien,  negative  pledges) to secure Debt permitted to be
         Incurred  under  clause (b) of the second  paragraph  of Section  4.04,
         regardless of whether the Company and the Restricted  Subsidiaries  are
         actually subject to the covenant  contained in Section 4.04 at the time
         the Lien is Incurred;

                  (b) Liens  (including,  without  limitation  and to the extent
         constituting a Lien,  negative  pledges) to secure Debt permitted to be
         Incurred  under  clause (h) of the second  paragraph  of Section  4.04,
         regardless of whether the Company and the Restricted  Subsidiaries  are
         actually subject to the covenant  contained in Section 4.04 at the time
         the Lien is  Incurred,  provided  that  any  Lien of this  kind may not
         extend to any  Property  of the Company or any  Restricted  Subsidiary,
         other  than the  Property  acquired,  constructed  or  leased  with the
         proceeds  of that  Debt  and any  improvements  or  accessions  to that
         Property;

<PAGE>

                                                                              27


                  (c) Liens for taxes,  assessments or  governmental  charges or
         levies on the Property of the Company or any  Restricted  Subsidiary if
         the same shall not at the time be delinquent or thereafter  can be paid
         without  penalty,   or  are  being  contested  in  good  faith  and  by
         appropriate  proceedings promptly instituted and diligently  concluded,
         provided that any reserve or other appropriate  provision that shall be
         required in conformity with GAAP shall have been made therefor;

                  (d) Liens imposed by law,  such as  carriers',  warehousemen's
         and mechanics'  Liens and other similar  Liens,  on the Property of the
         Company or any Restricted  Subsidiary arising in the ordinary course of
         business and securing  payment of obligations that are not more than 60
         days past due or are being  contested in good faith and by  appropriate
         proceedings;

                  (e) Liens on the  Property  of the  Company or any  Restricted
         Subsidiary  Incurred  in the  ordinary  course  of  business  to secure
         performance  of  obligations  with respect to  statutory or  regulatory
         requirements,  performance or  return-of-money  bonds,  surety bonds or
         other  obligations of a like nature and Incurred in a manner consistent
         with industry practice, including banker's liens and rights of set-off,
         in each case which are not Incurred in connection with the borrowing of
         money,  the  obtaining  of  advances  or credit or the  payment  of the
         deferred  purchase  price of Property and which do not in the aggregate
         impair in any material  respect the use of Property in the operation of
         the business of the Company and the Restricted  Subsidiaries taken as a
         whole;

                  (f)  Liens  on  Property  at  the  time  the  Company  or  any
         Restricted Subsidiary acquired the Property,  including any acquisition
         by means of a merger or  consolidation  with or into the Company or any
         Restricted  Subsidiary;  provided,  however, that any Lien of this kind
                                  --------   -------
         may not extend to any other  Property of the Company or any  Restricted
         Subsidiary;  provided further,  however,  that the Liens shall not have
                      ----------------   -------
         been Incurred in  anticipation of or in connection with the transaction
         or series of  transactions  pursuant to which the Property was acquired
         by the Company or any Restricted Subsidiary;

<PAGE>

                                                                              28


                  (g) Liens on the  Property of a Person at the time that Person
         becomes a Restricted  Subsidiary;  provided,  however, that any Lien of
                                            --------   -------
         this kind may not extend to any other  Property  of the  Company or any
         other  Restricted  Subsidiary  that is not a direct  Subsidiary of that
         Person;  provided further,  however,  that the Lien was not Incurred in
                  ----------------   -------
         anticipation  of or in  connection  with the  transaction  or series of
         transactions   pursuant  to  which  the  Person   became  a  Restricted
         Subsidiary;

                  (h)  pledges or  deposits  by the  Company  or any  Restricted
         Subsidiary under worker's  compensation  laws,  unemployment  insurance
         laws or similar legislation,  or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any  Restricted  Subsidiary  or any  Restricted
         Subsidiary  is  party,  or  deposits  to  secure  public  or  statutory
         obligations  of the Company or any Restricted  Subsidiary,  or deposits
         for the payment of rent, in each case  Incurred in the ordinary  course
         of business;

                  (i) Liens  (including,  without  limitation  and to the extent
         constituting  Liens,  negative  pledges),  assignments  and  pledges of
         rights to receive  premiums,  interest or loss  payments  or  otherwise
         arising  in  connection  with  worker's   compensation  loss  portfolio
         transfer  insurance   transactions  or  any  insurance  or  reinsurance
         agreements  pertaining  to  losses  covered  by  insurance,  and  Liens
         (including,  without limitation and to the extent  constituting  Liens,
         negative  pledges)  in favor of insurers  or  reinsurers  on pledges or
         deposits by the Company or any Restricted  Subsidiary  under  workmen's
         compensation laws, unemployment insurance laws or similar legislation;

                  (j) utility  easements,  building  restrictions and such other
         encumbrances  or  charges  against  real  Property  as are of a  nature
         generally existing with respect to properties of a similar character;

                  (k) Liens  arising  out of  judgments  or awards  against  the
         Company or a Restricted Subsidiary with respect to which the Company or
         the Restricted  Subsidiary  shall then be proceeding  with an appeal or
         other proceeding for review;

<PAGE>

                                                                              29


                  (l) Liens in favor of surety bonds or letters of credit issued
         pursuant  to the  request of and for the  account  of the  Company or a
         Restricted Subsidiary in the ordinary course of its business,  provided
         that these letters of credit do not constitute Debt;

                  (m)  leases  or  subleases  of real  property  granted  by the
         Company or a Restricted  Subsidiary to any other Person in the ordinary
         course of business  and not  materially  impairing  the use of the real
         property  in the  operation  of the  business  of  the  Company  or the
         Restricted Subsidiary;

                  (n) Liens  (including,  without  limitation  and to the extent
         constituting Liens,  negative pledges) on intellectual property arising
         from intellectual property licenses entered into in the ordinary course
         of business;

                  (o) Liens or negative pledges attaching to or related to joint
         ventures engaged in a Related Business,  restricting Liens on interests
         in those joint ventures;

                  (p) Liens  existing on the Issue Date not otherwise  described
         in clauses (a) through (o) above;

                  (q) Liens not  otherwise  described in clauses (a) through (p)
         above on the Property of any  Restricted  Subsidiary to secure any Debt
         permitted  to be  Incurred  by the  Restricted  Subsidiary  pursuant to
         Section 4.04;

                  (r) Liens on the  Property  of the  Company or any  Restricted
         Subsidiary to secure any Refinancing,  in whole or in part, of any Debt
         secured by Liens  referred to in clause (b),  (e), (f), (g), (k) or (l)
         above;  provided,  however, that any Lien of this kind shall be limited
                 --------   -------
         to all or part of the same  Property  that  secured the  original  Lien
         (together  with  improvements  and accessions to such Property) and the
         aggregate  principal  amount of Debt that is  secured by the Lien shall
         not be increased to an amount greater than the sum of:

                       (1) the outstanding principal amount, or, if greater, the
                  committed  amount, of the Debt ecured by Liens described under
                  clause (b), (e),  (f), (g), (k) or (l) above,  as the case may
                  be, at the time the original Lien became a Permitted Lien
                  under the indenture, and

<PAGE>

                                                                              30


                           (2) an amount necessary to pay any fees and expenses,
                  including  premiums  and  defeasance  costs,  incurred  by the
                  Company or the  Restricted  Subsidiary in connection  with the
                  Refinancing;

                  (s) Liens not  otherwise  permitted by clauses (a) through (r)
         above that are Liens  permitted by the Existing Bank Credit  Facilities
         as they exist on the Issue Date; and

                  (t) Liens not  otherwise  permitted by clauses (a) through (s)
         above  encumbering  assets having an aggregate Fair Market Value not in
         excess of 5.0% of Consolidated Net Tangible Assets, as determined based
         on the  consolidated  balance sheet of the Company as of the end of the
         most recent  fiscal  quarter  ending at least 45 days prior to the date
         the Lien shall be Incurred.

                  "Permitted  Refinancing  Debt" means any Debt that  Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a) the new Debt is in an  aggregate  principal  amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1) the  aggregate  principal  amount (or if Incurred
                  with original issue  discount,  the aggregate  accreted value)
                  then outstanding of the Debt being Refinanced, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, related to the
                  Refinancing,

                  (b) the  Average  Life of the new Debt is equal to or  greater
         than the Average Life of the Debt being Refinanced,

                  (c) the Stated Maturity of the new Debt is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d) the new Debt  shall not be senior in right of  payment  to
         the Debt that is being Refinanced;

<PAGE>

                                                                              31


provided, however, that Permitted Refinancing Debt shall not include:
--------  -------

                  (x) Debt of a Subsidiary  that  Refinances Debt of the Company
         or

                  (y)  Debt  of the  Company  or a  Restricted  Subsidiary  that
         Refinances Debt of an Unrestricted Subsidiary.

                  "Person" means any individual, corporation, company (including
 any limited liability company), association, partnership, joint venture, trust,
 unincorporated organization,  government or any agency or political subdivision
 thereof or any other entity.

                  "Preferred Stock" means any Capital Stock of a Person, however
 designated,  which entitles the holder thereof to a preference  with respect to
 the  payment  of  dividends,  or as to the  distribution  of  assets  upon  any
 voluntary or involuntary liquidation or dissolution of that Person, over shares
 of any other class of Capital Stock issued by that Person.

                  "Preferred  Stock  Dividends" means all dividends with respect
 to Preferred  Stock of Restricted  Subsidiaries  held by Persons other than the
 Company or a Wholly Owned Restricted Subsidiary.  The amount of any dividend of
 this  kind  shall be equal  to the  quotient  of the  dividend  divided  by the
 difference between one and the maximum statutory federal income rate (expressed
 as a decimal  number  between  1 and 0) then  applicable  to the  issuer of the
 Preferred Stock.

                  "pro forma"  means,  with respect to any  calculation  made or
 required to be made  pursuant to the terms hereof,  a calculation  performed in
 accordance with Article 11 of Regulation S-X  promulgated  under the Securities
 Act, as interpreted in good faith by the Board of Directors after  consultation
 with the independent  certified public accountants of the Company, or otherwise
 a calculation  made in good faith by the Board of Directors after  consultation
 with the independent  certified public accountants of the Company,  as the case
 may be.

                  "Property" means, with respect to any Person,  any interest of
 that Person in any kind of property or asset,  whether real, personal or mixed,
 or tangible or intangible, including Capital Stock in, and other securities of,
 any other  Person.  For purposes of any  calculation  required  pursuant to the
 indenture, the value of any Property shall be its Fair Market Value.

<PAGE>

                                                                              32


                  "principal" of any Debt (including the  Securities)  means the
principal amount of such Debt plus the premium, if any, on such Debt.

                  "Public Equity Offering" means an underwritten public offering
of common stock of the Company pursuant to an effective  registration  statement
under the Securities Act.

                  "Public Market" means any time after:

                  (a) a Public Equity Offering has been consummated, and

                  (b) at least 15% of the total  issued and  outstanding  common
         stock of the  Company  has been  distributed  by means of an  effective
         registration statement under the Securities Act.

                  "Purchase Money Debt" means Debt:

                  (a)  consisting  of the deferred  purchase  price of property,
         conditional  sale  obligations,  obligations  under any title retention
         agreement,  other purchase money obligations and obligations in respect
         of  industrial  revenue  bonds,  in each case where the maturity of the
         Debt does not exceed the anticipated  useful life of the Property being
         financed, and

                  (b) Incurred to finance the acquisition, construction or lease
         by the Company or a Restricted  Subsidiary of the  Property,  including
         additions and improvements thereto;

provided,  however,  that  the  Debt is  Incurred  within  180  days  after  the
--------   -------
acquisition,  construction or lease of the Property by the Company or Restricted
Subsidiary.

                  "Qualified  Receivables  Transaction" means any transaction or
 series of  transactions  that may be entered  into by the Company or any of its
 Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
 convey or otherwise transfer to:

                  (a) a  Receivables  Entity (in the case of a  transfer  by the
         Company or any of its Subsidiaries) and

<PAGE>

                                                                              33


                  (b)  any  other  Person  (in  the  case  of  a  transfer  by a
         Receivables Entity),

or may grant a  security  interest  in, any  accounts  receivable  (whether  now
existing or arising in the  future) of the  Company or any of its  Subsidiaries,
and any assets related thereto  including,  without  limitation,  all collateral
securing  those accounts  receivable,  all contracts and all Guarantees or other
obligations in respect of those accounts receivable,  proceeds of those accounts
receivable and other assets which are  customarily  transferred or in respect of
which  security  interests  are  customarily  granted in  connection  with asset
securitization transactions involving accounts receivable; provided that:

                       (1) if the  transaction  involves a transfer  of accounts
                  receivable  with Fair Market  Value  equal to or greater  than
                  $25.0 million, the Board of Directors shall have determined in
                  good  faith  that the  Qualified  Receivables  Transaction  is
                  economically  fair  and  reasonable  to the  Company  and  the
                  Receivables Entity,

                       (2) all sales of accounts  receivable  and related assets
                  to or by the Receivables  Entity are made at Fair Market Value
                  and

                       (3) the financing terms,  covenants,  termination  events
                  and  other  provisions  thereof  shall  be  market  terms  (as
                  determined in good faith by the Board of Directors).

         The grant of a security  interest  in any  accounts  receivable  of the
Company or any of its Restricted  Subsidiaries  to secure the Credit  Facilities
shall not be deemed a Qualified Receivables Transaction.

                  "Rating Agencies" mean Moody's and S&P.

                  "Real Estate Financing Transaction" means any arrangement with
any Person  pursuant to which the Company or any  Restricted  Subsidiary  Incurs
Debt  secured  by a Lien on  real  property  of the  Company  or any  Restricted
Subsidiary and related personal property together with any Refinancings thereof.

                  "Receivables Entity" means a Wholly Owned Subsidiary of the
Company (or another  Person  formed for the  purposes of engaging in a Qualified
Receivables  Transaction with the Company in which the Company or any Subsidiary
of the Company makes an Investment and to which the Company or any Subsidiary of
the Company transfers accounts receivable

<PAGE>

                                                                              34


and related assets) which engages in no activities other than in connection with
the financing of accounts  receivable of the Company and its  Subsidiaries,  all
proceeds  thereof and all rights  (contractual  or other),  collateral and other
assets relating thereto, and any business or activities incidental or related to
that  business,  and (with  respect to any  Receivables  Entity formed after the
Issue Date) which is designated by the Board of Directors (as provided below) as
a Receivables Entity and

                  (a) no portion of the  Indebtedness  or any other  obligations
         (contingent or otherwise) of which

                       (1) is Guaranteed by the Company or any Subsidiary of the
                  Company  (excluding  Guarantees of obligations (other than the
                  principal  of, and  interest  on,  Indebtedness)  pursuant  to
                  Standard Securitization Undertakings),

                       (2)  is  recourse  to or  obligates  the  Company  or any
                  Subsidiary  of the  Company in any way other than  pursuant to
                  Standard Securitization Undertakings or

                       (3)  subjects any property or asset of the Company or any
                  Subsidiary   of   the   Company,   directly   or   indirectly,
                  contingently or otherwise,  to the satisfaction thereof, other
                  than pursuant to Standard Securitization Undertakings;

                  (b) with which  neither the Company nor any  Subsidiary of the
         Company  has  any  material   contract,   agreement,   arrangement   or
         understanding other than on terms which the Company reasonably believes
         to be no less  favorable  to the Company or the  Subsidiary  than those
         that might be obtained at the time from Persons that are not Affiliates
         of the Company and

                  (c) to which  neither the Company  nor any  Subsidiary  of the
         Company  has any  obligation  to  maintain  or  preserve  the  entity's
         financial  condition or cause the entity to achieve  certain  levels of
         operating  results  other  than  pursuant  to  Standard  Securitization
         Undertakings.

         Any  designation  of this  kind by the  Board  of  Directors  shall  be
evidenced  to the Trustee by filing  with the  Trustee a  certified  copy of the
resolution  of the Board of Directors  giving effect to the  designation  and an
Officers'  Certificate   certifying  that  the  designation  complied  with  the
foregoing conditions.

<PAGE>

                                                                              35


                  "Refinance"  means,  in  respect  of any Debt,  to  refinance,
extend, renew, refund, repay, prepay, repurchase,  redeem, defease or retire, or
to issue other Debt, in exchange or replacement for, that Debt.

                  "Refinanced"   and   "Refinancing"   shall  have   correlative
meanings.

                  "Related   Business"  means  any  business  that  is  related,
ancillary or  complementary  to the businesses of the Company and the Restricted
Subsidiaries on the Issue Date.

                  "Repay"  means,  in  respect  of any Debt,  to repay,  prepay,
repurchase,  redeem,  legally defease or otherwise retire that Debt. "Repayment"
and "Repaid" shall have correlative  meanings.  For purposes of Section 4.07 and
Section 4.04 and the definition of "Consolidated  Fixed Charges Coverage Ratio",
Debt shall be considered to have been Repaid only to the extent the related loan
commitment, if any, shall have been permanently reduced in connection therewith.

                  "Restricted Payment" means:

                  (a) any  dividend  or  distribution  (whether  made  in  cash,
         securities  or other  Property)  declared or paid on or with respect to
         any shares of Capital Stock of the Company or any Restricted Subsidiary
         (including any payment in connection  with any merger or  consolidation
         with or into the Company or any Restricted Subsidiary),  except for any
         dividend or  distribution  that is made to the Company or the parent of
         the  Restricted  Subsidiary  or any  dividend or  distribution  payable
         solely in shares of Capital  Stock (other than  Disqualified  Stock) of
         the Company;

                  (b)  the  purchase,  repurchase,  redemption,  acquisition  or
         retirement  for  value  of any  Capital  Stock  of the  Company  or any
         Restricted  Subsidiary  (other  than from the  Company or a  Restricted
         Subsidiary) or any  securities  exchangeable  for or  convertible  into
         Capital Stock of the Company or any  Restricted  Subsidiary,  including
         the  exercise of any option to exchange  any Capital  Stock (other than
         for or into  Capital  Stock  of the  Company  that is not  Disqualified
         Stock);

                  (c)  the  purchase,  repurchase,  redemption,  acquisition  or
         retirement  for value,  prior to the date for any  scheduled  maturity,
         sinking fund or amortization or other installment payment, of any

<PAGE>

                                                                              36


         Subordinated  Obligation (other than the purchase,  repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity,  sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition);

                  (d) any Investment  (other than Permitted  Investments) in any
         Person; or

                  (e) the issuance,  sale or other  disposition of Capital Stock
         of any  Restricted  Subsidiary  to a Person  other than the  Company or
         another  Restricted  Subsidiary  if the  result  thereof  is  that  the
         Restricted  Subsidiary  shall cease to be a Restricted  Subsidiary,  in
         which event the amount of the  "Restricted  Payment"  shall be the Fair
         Market  Value  of  the  remaining  interest,  if  any,  in  the  former
         Restricted  Subsidiary  held by the  Company  and the other  Restricted
         Subsidiaries.

                  "Restricted  Subsidiary"  means any  Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "S&P" means Standard & Poor's Ratings Service or any successor
to the rating agency business thereof.

                  "Sale and Leaseback  Transaction" means any direct or indirect
arrangement  relating to Property  now owned or hereafter  acquired  whereby the
Company or a Restricted Subsidiary transfers that Property to another Person and
the Company or a Restricted Subsidiary leases it from that other Person together
with any Refinancings thereof.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933.

                  "Significant  Subsidiary" means any Subsidiary that would be a
"Significant  Subsidiary"  of the Company  within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Standard Securitization  Undertakings" means representations,
warranties,  covenants  and  indemnities  entered  into  by the  Company  or any
Subsidiary  of  the  Company  which  are  customary  in an  accounts  receivable
securitization transaction involving a comparable company.

<PAGE>

                                                                              37


                  "Stated  Maturity"  means,  with respect to any security,  the
date  specified  in the  security  as the  fixed  date on which the  payment  of
principal  of the  security  is  due  and  payable,  including  pursuant  to any
mandatory  redemption  provision (but excluding any provision  providing for the
repurchase  of the  security  at the  option  of the  holder  thereof  upon  the
happening  of any  contingency  beyond the  control of the  issuer  unless  that
contingency has occurred).

                  "Subordinated  Obligation"  means  any  Debt  of  the  Company
(whether  outstanding  on  the  Issue  Date  or  thereafter  Incurred)  that  is
subordinate  or junior  in right of  payment  to the  Securities  pursuant  to a
written agreement to that effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
company  (including any limited liability  company),  association,  partnership,
joint venture or other  business  entity of which a majority of the total voting
power of the  Voting  Stock is at the time  owned  or  controlled,  directly  or
indirectly, by:

                  (a) that Person,

                  (b) that Person and one or more Subsidiaries of that Person,
                      or

                  (c) one or more Subsidiaries of that Person.

                  "Temporary Cash Investments" means any of the following:

                  (a) Investments in U.S. Government Obligations maturing within
         365 days of the date of acquisition thereof;

                  (b)   Investments   in   time   deposit   accounts,   banker's
         acceptances, certificates of deposit and money market deposits maturing
         within 180 days of the date of acquisition  thereof issued by a bank or
         trust company  organized under the laws of the United States of America
         or any state thereof  having  capital,  surplus and  undivided  profits
         aggregating  in excess of $500 million or issued by a  commercial  bank
         organized  under the laws of any other  country that is a member of the
         Organization  for Economic  Cooperation  and  Development  having total
         assets in excess of $500 million (or its foreign currency equivalent at
         the time),  and in any case whose long-term debt is rated "A-3" or "A-"
         or higher according to Moody's or S&P (or a similar

<PAGE>

                                                                              38


         equivalent  rating by at least one "nationally  recognized  statistical
         rating  organization"  (as  defined  in Rule 436 under  the  Securities
         Act));

                  (c)  repurchase  obligations  with a term of not more  than 30
         days for  underlying  securities  of the types  described in clause (a)
         entered into with:

                       (1) a bank meeting the qualifications described in clause
                  (b) above, or

                       (2) any primary government securities dealer reporting to
                  the Market Reports Division of the Federal Reserve Bank of New
                  York;

                  (d)  Investments in commercial  paper,  maturing not more than
         270 days after the date of acquisition,  issued by a corporation (other
         than an Affiliate of the Company)  organized and in existence under the
         laws of the United  States of America  or any other  country  that is a
         member of the  Organization  for Economic  Cooperation and Development,
         and in any case with a rating  at the time as of which  any  Investment
         therein is made of "P-1" (or higher)  according to Moody's  or"A-1" (or
         higher)  according to S&P (or a similar  equivalent  rating by at least
         one "nationally recognized statistical rating organization" (as defined
         in Rule 436 under the Securities Act); and

                  (e)  direct  obligations  (or  certificates   representing  an
         ownership  interest  in such  obligations)  of any state of the  United
         States of America (including any agency or instrumentality thereof) for
         the payment of which the full faith and credit of such state is pledged
         and  which are not  callable  or  redeemable  at the  issuer's  option,
         provided that:

                       (1) the  long-term  debt of the  state is rated  "A-3" or
                  "A-" or  higher  according  to  Moody's  or S&P (or a  similar
                  equivalent  rating  by at  least  one  "nationally  recognized
                  statistical rating organization" (as defined in Rule 436 under
                  the Securities Act)), and

                       (2) the obligations mature within 180 days of the date of
                  acquisition thereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.  ss.ss.
77aaa-77bbbb)  as in effect on the date of this  Indenture;  provided,  however,
that, in the event the TIA is amended  after such date,  "Trust  Indenture  Act"
means, to the

<PAGE>

                                                                              39


extent required by any such amendments, the Trust Indenture Act of 1939 as so
amended.

                  "Trustee"  means  the  party  named as such in this  Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust  Officer" means any officer within the Corporate  Trust
Administration department of the Trustee (or any successor group of the trustee)
with direct  responsibility  for the  administration  of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred  because of his knowledge of and  familiarity  with
the particular subject.

                  "Uniform   Commercial   Code"  means  the  New  York   Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means:

                  (a) any Subsidiary of the Company that is designated after the
         Issue Date as an  Unrestricted  Subsidiary  as  permitted  or  required
         pursuant  to  Section  4.10  and is not  thereafter  redesignated  as a
         Restricted Subsidiary as permitted pursuant thereto; and

                  (b) any Subsidiary of an Unrestricted Subsidiary.

                  "U.S.  Dollar  Equivalent"  means with respect to any monetary
amount in a currency  other  than U.S.  dollars,  at any time for  determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S.  dollars with the applicable  foreign  currency as published in THE WALL
STREET  JOURNAL in the  "Exchange  Rates"  column  under the  heading  "Currency
Trading"  on the  date  two  Business  Days  prior  to  such  determination.  In
determining  the  aggregate  principal  amount of Euro Notes  outstanding,  such
amount will be treated as the U.S. Dollar  Equivalent  determined as of the date
of issuance of such Euro Notes.

                  "U.S.  Government  Obligations"  means direct  obligations (or
certificates  representing  an ownership  interest in such  obligations)  of the
United States of America (including any agency or  instrumentality  thereof) for
the  payment of which the full faith and credit of the United  States of America
is pledged and which are not callable or redeemable at the issuer's option.

<PAGE>

                                                                              40


                  "Voting  Stock" of any  Person  means all  classes  of Capital
Stock or other interests (including  partnership  interests,  and in the case of
the Company,  Voting Trust  Certificates)  of that Person then  outstanding  and
normally  entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

                  "Voting Trust Arrangement" means the Voting Trust Arrangement
entered  into as of April 15, 1996 by and among  Robert D. Haas;  Peter E. Haas,
Sr.; Peter E. Haas,  Jr.; and F. Warren  Hellman as the Voting  Trustees and the
stockholders of the Company who are parties thereto.

                  "Voting Trust  Certificates"  means those certificates  issued
pursuant to the Voting Trust Arrangement.

                  "Voting  Trustees" means the persons entitled to act as voting
trustees under the Voting Trust Arrangement.

                  "Wholly Owned  Restricted  Subsidiary"  means,  at any time, a
Restricted   Subsidiary  all  the  Voting  Stock  of  which  (except  directors'
qualifying shares) is at that time owned, directly or indirectly, by the Company
and its other Wholly Owned Subsidiaries.

                  SECTION 1.02.  Other Definitions.
                                 -----------------

                                                                 Defined in
                                Term                              Section
                                ----                             ----------

"Affiliate Transaction"                                             4.09
"Bankruptcy Law"                                                    6.01
"Change of Control Offer"                                           4.12
"Change of Control Payment Date"                                    4.12
"Change of Control Purchase Price"                                  4.12
"covenant defeasance option"                                        8.01
"Custodian"                                                         6.01
"Event of Default"                                                  6.01
"Exchange Security"                                              Appendix A
"Global Security"                                                Appendix A
"legal defeasance option"                                           8.01
"Legal Holiday"                                                    10.08
"Offer Amount"                                                      4.07
"Offer Period"                                                      4.07

<PAGE>

                                                                              41


"Original Securities"                                               2.01
"Paying Agent"                                                      2.04
"Prepayment Offer"                                                  4.07
"Registered Exchange Offer"                                      Appendix A
"Registrar"                                                         2.04
"Shelf Registration statement"                                   Appendix A
"Surviving Person"                                                  5.01


                  SECTION 1.03.  Incorporation  by Reference of Trust  Indenture
                                 -----------------------------------------------
Act. This Indenture is subject to the mandatory provisions of the TIA, which are
---
incorporated  by reference in and made a part of this  Indenture.  The following
TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
                  Trustee.

                  "obligor" on the indenture securities means the Company and
any other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.04.  Rules of Construction.  Unless the context
                                 ---------------------
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting  term not otherwise  defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

<PAGE>

                                                                              42


                  (5) words in the singular  include the plural and words in the
         plural include the singular;

                  (6) unsecured  Debt shall not be deemed to be  subordinate  or
         junior to  secured  Debt  merely by virtue of its  nature as  unsecured
         Debt;

                  (7) the principal  amount of any noninterest  bearing or other
         discount  security at any date shall be the  principal  amount  thereof
         that would be shown on a balance  sheet of the  issuer  dated such date
         prepared in accordance with GAAP; and


                  (8) the principal  amount of any Preferred  Stock shall be the
         greater of (i) the maximum liquidation value of such Preferred Stock or
         (ii) the maximum  mandatory  redemption or mandatory  repurchase  price
         with respect to such Preferred Stock.


                                   ARTICLE II

                                 The Securities
                                 --------------

                  SECTION 2.01.  Amount of Securities;  Issuable in Series.  The
                                 -----------------------------------------
aggregate  principal  amount  of  Securities  which  may  be  authenticated  and
delivered  under this  Indenture is (x) $850.0  million  less (y) the  aggregate
principal amount (on a U.S. Dollar Equivalent basis) of any Euro Notes issued by
the Company.  All Securities shall be identical in all respects other than issue
prices and issuance  dates.  The Securities may be issued in one or more series;
provided,  however,  that any  Securities  issued with original  issue  discount
--------   -------
("OID") for Federal  income tax purposes shall not be issued as part of the same
series as any Securities  that are issued with a different  amount of OID or are
not issued with OID. All  Securities  of any one series  shall be  substantially
identical except as to denomination.

                  Subject  to  Section  2.03,  the  Trustee  shall  authenticate
Securities  for  original  issue on the Issue  Date in the  aggregate  principal
amount of $380.0  million  (the  "Original  Securities").  With  respect  to any
Securities issued after the Issue Date (except for Securities  authenticated and
delivered upon  registration  of transfer of, or in exchange for, or in lieu of,
Original Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A),
there  shall be  established  in or  pursuant  to a  resolution  of the Board of
Directors,  and subject to Section 2.03, set forth,  or determined in the manner
provided in an Officers'

<PAGE>

                                                                              43


Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of such Securities:

                  (1) whether such  Securities  shall be issued as part of a new
         or  existing  series of  Securities  and the  title of such  Securities
         (which shall  distinguish  the Securities of the series from Securities
         of any other series);

                  (2) the aggregate principal amount of such Securities that may
         be authenticated and delivered under this Indenture,  which shall be in
         an aggregate principal amount not to exceed (x) $350.0 million less (y)
         the aggregate  principal amount (on a U.S. Dollar  Equivalent basis) of
         any Euro Notes issued by the Company that are not Issue Date Euro Notes
         (except for Securities authenticated and delivered upon registration of
         transfer of, or in exchange for, or in lieu of, other Securities of the
         same series pursuant to Section 2.07,  2.08, 2.09 or 3.06 or Appendix A
         and except for Securities  which,  pursuant to Section 2.03, are deemed
         never to have been authenticated and delivered hereunder);

                  (3) the issue  price  and  issuance  date of such  Securities,
         including the date from which interest on such Securities shall accrue;

                  (4) if applicable,  that such Securities  shall be issuable in
         whole or in part in the form of one or more Global  Securities  and, in
         such case, the respective depositories for such Global Securities,  the
         form of any  legend or legends  that shall be borne by any such  Global
         Security  in  addition  to or in lieu of that set forth in Exhibit 1 to
         Appendix A and any circumstances in addition to or in lieu of those set
         forth in Section 2.3 of  Appendix A in which any such  Global  Security
         may be exchanged in whole or in part for Securities registered, and any
         transfer of such Global Security in whole or in part may be registered,
         in the name or names of  Persons  other  than the  depository  for such
         Global Security or a nominee thereof; and

                  (5) if applicable, that such Securities shall not be issued in
         the form of  Initial  Securities  subject to  Appendix  A, but shall be
         issued in the form of Exchange Securities as set forth in Exhibit A.

<PAGE>

                                                                              44


                  If any of the terms of any  series are  established  by action
taken  pursuant  to a  resolution  of the  Board  of  Directors,  a  copy  of an
appropriate  record of such action shall be  certified  by the  Secretary or any
Assistant  Secretary of the Company and  delivered to the Trustee at or prior to
the delivery of the Officers'  Certificate or the trust  indenture  supplemental
hereto setting forth the terms of the series.

                  SECTION  2.02.  Form and  Dating.  Provisions  relating to the
                                  ----------------
Initial  Securities of each series and the Exchange  Securities are set forth in
Appendix  A, which is hereby  incorporated  in and  expressly  made part of this
Indenture.  The Initial Securities of each series and the Trustee's  certificate
of authentication  shall be substantially in the form of Exhibit 1 to Appendix A
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange  Securities and the Trustee's  certificate of  authentication  shall be
substantially  in the form of  Exhibit A,  which is hereby  incorporated  in and
expressly made a part of this Indenture.  The Securities of each series may have
notations,  legends  or  endorsements  required  by law,  stock  exchange  rule,
agreements to which the Company is subject, if any, or usage,  provided that any
such notation,  legend or endorsement is in a form reasonably  acceptable to the
Company. Each Security shall be dated the date of its authentication.  The terms
of the  Securities  of each  series  set forth in  Exhibit 1 to  Appendix  A and
Exhibit A are part of the terms of this Indenture.

                  SECTION 2.03. Execution and Authentication. Two Officers shall
                                ----------------------------
sign the  Securities  for the  Company  by manual or  facsimile  signature.  The
Company's  seal shall be  impressed,  affixed,  imprinted or  reproduced  on the
Securities and may be in facsimile form.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee  authenticates  the  Security,  the Security
shall be valid nevertheless.

                  At any time and from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Securities  of any series
executed  by the  Company to the Trustee  for  authentication,  together  with a
written  order of the Company in the form of an  Officers'  Certificate  for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with such  written  order of the Company  shall  authenticate  and deliver  such
Securities.

<PAGE>

                                                                              45


                  A Security shall not be valid until an authorized signatory of
the Trustee  manually signs the certificate of  authentication  on the Security.
The  signature  shall  be  conclusive   evidence  that  the  Security  has  been
authenticated under this Indenture.

                  The  Trustee may appoint an  authenticating  agent  reasonably
acceptable to the Company to authenticate the Securities.  Unless limited by the
terms of such appointment,  an authenticating agent may authenticate  Securities
whenever  the  Trustee  may  do  so.  Each   reference  in  this   Indenture  to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.04.  Registrar  and Paying Agent.  The Company shall
                                 ---------------------------
 maintain an office or agency where Securities may be presented for registration
 of transfer or for  exchange  (the  "Registrar")  and an office or agency where
 Securities  may be presented  for payment (the "Paying  Agent").  The Registrar
 shall keep a register of the Securities and of their transfer and exchange. The
 Company may have one or more  co-registrars  and one or more additional  paying
 agents. The term "Paying Agent" includes any additional paying agent.

                  The Company shall enter into an appropriate  agency  agreement
 with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
 which shall incorporate the terms of the TIA. The agreement shall implement the
 provisions  of this  Indenture  that  relate to such agent.  The Company  shall
 notify the Trustee of the name and  address of any such  agent.  If the Company
 fails to maintain a Registrar or Paying  Agent,  the Trustee  shall act as such
 and shall be entitled to appropriate  compensation therefor pursuant to Section
 7.07.  The  Company  or any  of  its  domestically  incorporated  Wholly  Owned
 Subsidiaries  may act as Paying  Agent,  Registrar,  co-registrar  or  transfer
 agent.

                  The Company  initially  appoints the Trustee as Registrar  and
 Paying Agent in connection with the Securities.

                  SECTION  2.05.  Paying Agent To Hold Money in Trust.  Prior to
                                  -----------------------------------
each due date of the principal  and interest on any Security,  the Company shall
deposit  with  the  Paying  Agent a sum  sufficient  to pay such  principal  and
interest  when so becoming  due.  The Company  shall  require  each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of

<PAGE>

                                                                              46


Securityholders  or the  Trustee  all  money  held by the  Paying  Agent for the
payment of  principal  of or interest  on the  Securities  and shall  notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Wholly Owned  Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate  trust fund. The Company at
any time may  require a Paying  Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent.  Upon complying with
this  Section,  the Paying Agent shall have no further  liability  for the money
delivered to the Trustee.

                  SECTION 2.06. Securityholder Lists. The Trustee shall preserve
                                --------------------
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of  Securityholders.  If the Trustee is not the
Registrar,  the Company shall  furnish to the Trustee,  in writing at least five
Business Days before each  interest  payment date and at such other times as the
Trustee may  request in writing,  a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

                  SECTION 2.07. Replacement Securities.  If a mutilated Security
                                ----------------------
is surrendered to the Registrar or if the Holder of a Security  claims that such
Security has been lost,  destroyed or wrongfully  taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform  Commercial  Code are met and the Holder  satisfies
any other reasonable  requirements of the Trustee. If required by the Trustee or
the Company,  such Holder  shall  furnish an indemnity  bond  sufficient  in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional  obligation of the
Company.

                  SECTION 2.08. Outstanding  Securities.  Securities outstanding
                                -----------------------
at any time are all  Securities  authenticated  by the Trustee  except for those
canceled by it, those  delivered to it for  cancellation  and those described in
this Section as not  outstanding.  A Security  does not cease to be  outstanding
because the Company or an Affiliate of the Company holds the Security.

<PAGE>

                                                                              47


                  If a Security is replaced pursuant to Section  2.07, it ceases
to be outstanding  unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

                  If  the  Paying  Agent  segregates  and  holds  in  trust,  in
accordance  with this  Indenture,  on a redemption  date or maturity  date money
sufficient to pay all  principal and interest  payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing,  as the case
may be, then on and after that date such Securities (or portions  thereof) cease
to be outstanding and interest on them ceases to accrue.


                  SECTION   2.09.   Temporary   Securities.   Until   definitive
                                    ----------------------
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate  temporary Securities.  Temporary Securities shall be substantially
in the form of definitive  Securities but may have  variations  that the Company
considers appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate  definitive  Securities
and deliver them in exchange for temporary Securities.

                  SECTION  2.10.  Cancellation.  The  Company  at any  time  may
                                  ------------
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent  shall  forward to the  Trustee  any  Securities  surrendered  to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and dispose of all Securities  surrendered for  registration of transfer,
exchange,  payment or cancellation in its customary manner.  The Company may not
issue new Securities to replace Securities it has redeemed, paid or delivered to
the Trustee for cancellation.

                  SECTION 2.11. Defaulted Interest. If the Company defaults in a
                                ------------------
 payment of interest on the  Securities,  the  Company  shall pay the  defaulted
 interest (plus interest on such defaulted interest to the extent lawful) in any
 lawful  manner.  The Company may pay the defaulted  interest to the persons who
 are  Securityholders on a subsequent special record date. The Company shall fix
 or cause to be fixed  any such  special  record  date and  payment  date to the
 reasonable  satisfaction  of the  Trustee  and  shall  promptly  mail  to  each
 Securityholder  a notice that states the special  record date, the payment date
 and the amount of defaulted interest to be paid.

<PAGE>

                                                                              48


                  SECTION  2.12.  CUSIP  Numbers.  The  Company in  issuing  the
                                  --------------
 Securities may use "CUSIP",  "ISIN" or "Common Code" numbers (if then generally
 in use) and,  if so, the Trustee  shall use  "CUSIP",  "ISIN" or "Common  Code"
 numbers  in  notices of  redemption  as a  convenience  to  Holders;  provided,
                                                                       --------
 however, that neither the Company nor the Trustee shall have any responsibility
 --------
 for any defect in the "CUSIP",  "ISIN" or "Common  Code" number that appears on
 any  Security,  check,  advice of payment or  redemption  notice,  and any such
 notice may state that no  representation  is made as to the correctness of such
 numbers  either as printed on the Securities or as contained in any notice of a
 redemption  and that  reliance  may be placed only on the other  identification
 numbers  printed  on the  Securities,  and any  such  redemption  shall  not be
 affected  by any defect in or  omission  of such  numbers.  The  Company  shall
 promptly notify the Trustee of any change in such numbers.


                                   ARTICLE III

                                   Redemption
                                   ----------

                  SECTION  3.01.  Notices to Trustee.  If the Company  elects to
                                  ------------------
 redeem  Securities  pursuant to paragraph 5 of the Securities,  it shall notify
 the  Trustee  in  writing  of the  redemption  date,  the  principal  amount of
 Securities  to be redeemed and that such  redemption  is being made pursuant to
 paragraph 5 of the Securities.

                  The Company shall give each notice to the Trustee provided for
 in this Section at least 45 days before the redemption  date unless the Trustee
 consents to a shorter period.  Such notice shall be accompanied by an Officers'
 Certificate  and an Opinion of Counsel from the Company to the effect that such
 redemption will comply with the conditions herein.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
                                --------------------------------------
than all the  Securities  are to be  redeemed,  the  Trustee  shall  select  the
Securities  to be redeemed pro rata or by lot or by a method that  complies with
applicable  legal and  securities  exchange  requirements,  if any, and that the
Trustee  considers fair and appropriate and in accordance with methods generally
used at the time of  selection  by  fiduciaries  in similar  circumstances.  The
Trustee shall make the selection  from  outstanding  Securities  not  previously
called for  redemption.  The Trustee may select for  redemption  portions of the
principal of Securities that have denominations  larger than $1,000.  Securities
and portions of them the Trustee selects shall be

<PAGE>

                                                                              49


in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture
that  apply to  Securities  called for  redemption  also  apply to  portions  of
Securities called for redemption.  The Trustee shall notify the Company promptly
of the Securities or portions of Securities to be redeemed.

                  SECTION 3.03.  Notice of Redemption.  At least 30 days but not
                                 --------------------
more than 60 days before a date for redemption of Securities,  the Company shall
mail a notice of redemption by first-class  mail to each Holder of Securities to
be redeemed.

                  The notice shall  identify the  Securities  to be redeemed and
shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) that Securities  called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (5) if fewer  than all the  outstanding  Securities  are to be
         redeemed,  the  identification  and principal amounts of the particular
         Securities to be redeemed;

                  (6)  that,   unless  the  Company   defaults  in  making  such
         redemption payment,  interest on Securities (or portion thereof) called
         for redemption ceases to accrue on and after the redemption date; and

                  (7) that no  representation  is made as to the  correctness or
         accuracy of the CUSIP,  ISIN or Common Code number,  if any,  listed in
         such notice or printed on the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's  name and at the Company's  expense.  In such event,
the Company  shall  provide the Trustee  with the  information  required by this
Section at least 45 days before the redemption date.

                  SECTION 3.04.  Effect of Notice of Redemption. Once notice of
                                 ------------------------------
redemption is mailed, Securities called for redemption become due and payable on
the  redemption  date and at the  redemption  price  stated in the notice.  Upon
surrender to the Paying Agent, such Securities shall be paid

<PAGE>

                                                                              50


at the  redemption  price  stated in the notice,  plus  accrued  interest to the
redemption  date  (subject  to the right of  Holders  of record on the  relevant
record date to receive interest due on the related interest payment date that is
on or prior to the date of redemption).  Failure to give notice or any defect in
the notice to any Holder  shall not  affect  the  validity  of the notice to any
other Holder.

                  SECTION  3.05.  Deposit  of  Redemption  Price.  Prior  to the
                                  ------------------------------
redemption  date,  the Company  shall  deposit with the Paying Agent (or, if the
Company or a Wholly Owned  Subsidiary is the Paying Agent,  shall  segregate and
hold in trust)  money  sufficient  to pay the  redemption  price of and  accrued
interest  (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date that is on or prior
to the date of  redemption)  on all Securities to be redeemed on that date other
than  Securities or portions of Securities  called for redemption that have been
delivered by the Company to the Trustee for cancellation.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
                                ---------------------------
Security  that is redeemed in part,  the Company  shall  execute and the Trustee
shall  authenticate  for the Holder (at the  Company's  expense) a new  Security
equal in principal amount to the unredeemed portion of the Security surrendered.


                                   ARTICLE IV

                                    Covenants
                                    ---------

                  SECTION 4.01.  Covenant Suspension.  During any period of time
                                 -------------------
that:

                  (a) the  Securities  have  Investment  Grade Ratings from both
         Rating Agencies and

                  (b) no  Default  or  Event  of  Default  has  occurred  and is
         continuing  under  the  Indenture,   the  Company  and  the  Restricted
         Subsidiaries  will not be  subject  to the  following  Sections  of the
         Indenture:  Section  4.04,  Section 4.05,  Section 4.07,  Section 4.08,
         clause  (x) of the third  paragraph  (and as  referred  to in the first
         paragraph)  of Section 4.10,  and clause (e) of the first  paragraph of
         Article 5.

<PAGE>

                                                                              51


(collectively, the "Suspended Covenants"). In the event that the Company and the
Restricted  Subsidiaries  are not  subject to the  Suspended  Covenants  for any
period of time as a result of the preceding sentence and,  subsequently,  one or
both of the  Rating  Agencies  withdraws  its  rating or  downgrades  the rating
assigned to the  Securities  below the  required  Investment  Grade  Rating or a
Default or Event of Default occurs and is  continuing,  then the Company and the
Restricted  Subsidiaries  will  thereafter  again be  subject  to the  Suspended
Covenants for all periods after that withdrawal,  downgrade, Default or Event of
Default and,  furthermore,  compliance  with the provisions of Section 4.05 with
respect to Restricted Payments made after the time of the withdrawal, downgrade,
Default or Event of Default will be calculated  in accordance  with the terms of
that  covenant  as though  that  covenant  had been in effect  during the entire
period of time from the Issue  Date,  provided  that there will not be deemed to
have occurred a Default or Event of Default with respect to that covenant during
the time that the Company and the  Restricted  Subsidiaries  were not subject to
the Suspended Covenants (or after that time based solely on events that occurred
during that time).

                  SECTION  4.02.  Payment  of  Securities.   The  Company  shall
                                  -----------------------
 promptly pay the  principal of and interest on the  Securities on the dates and
 in the manner provided in the Securities and in this  Indenture.  Principal and
 interest  shall be considered  paid on the date due if on such date the Trustee
 or the Paying Agent holds in accordance with this Indenture money sufficient to
 pay all principal and interest then due.

                  The Company  shall pay  interest on overdue  principal  at the
 rate specified therefor in the Securities, and it shall pay interest on overdue
 installments  of  interest  at the rate borne by the  Securities  to the extent
 lawful.

                  SECTION 4.03.  SEC Reports.  Notwithstanding  that the Company
                                 -----------
may not be subject to the reporting  requirements  of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Commission and provide the Trustee
and Holders of Securities  with annual  reports and  information,  documents and
other  reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a U.S. corporation subject to those Sections, and the information,
documents and reports to be so filed and provided at the times specified for the
filing of the information, documents and reports under those Sections; provided,
                                                                       --------
however,  that the Company  shall not be so obligated  to file the  information,
-------
documents and reports with the Commission if

<PAGE>

                                                                              52


the Commission does not permit those filings. The Company shall also comply with
the other  provisions of TIA ss. 314(a).  Delivery of such reports,  information
and  documents  to the  Trustee  is for  informational  purposes  only  and  the
Trustee's  receipt  of such  shall  not  constitute  constructive  notice of any
information   contained  therein  or  determinable  from  information  contained
therein,  including the Company's compliance with any of its covenants hereunder
(as  to  which  the  Trustee  is  entitled  to  rely  exclusively  on  Officer's
Certificates).

                  SECTION 4.04.  Limitation on Debt.  The Company shall not, and
                                 ------------------
 shall not permit any Restricted  Subsidiary to, Incur,  directly or indirectly,
 any Debt  unless,  after  giving  effect  to the  application  of the  proceeds
 thereof,  no Default or Event of Default  would occur as a  consequence  of the
 Incurrence or be continuing following the Incurrence and either:

                  (1) the Debt is Debt of the Company and after giving effect to
         the Incurrence of the Debt and the application of the proceeds thereof,
         the  Consolidated  Fixed Charges  Coverage  Ratio would be greater than
         2.00 to 1.00 if the  Debt is  Incurred  from  the  Issue  Date  through
         January 15, 2004, and 2.50 to 1.00 if the Debt is Incurred  thereafter,
         or

                  (2) the Debt is Permitted Debt.

         The term "Permitted Debt" is defined to include the following:

                  (a) Debt of the Company evidenced by the Original Securities;

                  (b) Debt of the Company or a Restricted  Subsidiary  under any
         Credit Facilities,  Incurred by the Company or a Restricted  Subsidiary
         pursuant to a Real Estate Financing  Transaction,  a Sale and Leaseback
         Transaction  or an Equipment  Financing  Transaction,  or Incurred by a
         Receivables Entity in a Qualified  Receivables  Transaction that is not
         recourse  to the  Company  or any other  Restricted  Subsidiary  of the
         Company  (except for Standard  Securitization  Undertakings),  provided
         that the aggregate principal amount of all Debt of this kind at any one
         time outstanding shall not exceed the greater of:

<PAGE>

                                                                              53


                  (1) $1.6 billion, which amount shall be permanently reduced by
         the  amount of Net  Available  Cash used to Repay Debt under the Credit
         Facilities pursuant to Section 4.07 and

                  (2) the sum of the amounts equal to:

                           (A) 50% of the book value of the inventory of the
                  Company and the Restricted Subsidiaries and

                           (B) 85% of the book value of the accounts  receivable
                  of the Company and the Restricted Subsidiaries, in the case of
                  each of  clauses  (A) and (B) as of the  most  recently  ended
                  quarter of the Company for which  financial  statements of the
                  Company have been provided to the Holders of Securities;


                  (c) Debt of the  Company  owing to and held by any  Restricted
         Subsidiary and Debt of a Restricted Subsidiary owing to and held by the
         Company or any Restricted Subsidiary;  provided,  however, that (1) any
                                                --------   -------
         subsequent  issue or  transfer  of  Capital  Stock or other  event that
         results  in  any  Restricted  Subsidiary  ceasing  to  be a  Restricted
         Subsidiary  or any  subsequent  transfer  of that Debt  (except  to the
         Company or a Restricted  Subsidiary)  shall be deemed, in each case, to
         constitute the Incurrence of that Debt by the issuer  thereof,  and (2)
         if the Company is the obligor on that Indebtedness, the Indebtedness is
         expressly  subordinated  to the  prior  payment  in full in cash of all
         obligations with respect to the Securities;

                  (d) Debt of a Restricted Subsidiary outstanding on the date on
         which  that  Restricted  Subsidiary  was  acquired  by the  Company  or
         otherwise became a Restricted  Subsidiary  (other than Debt Incurred as
         consideration  in, or to  provide  all or any  portion  of the funds or
         credit  support  utilized to consummate,  the  transaction or series of
         transactions  pursuant  to which that  Restricted  Subsidiary  became a
         Subsidiary  of the Company or was  otherwise  acquired by the Company),
         provided that at the time that  Restricted  Subsidiary  was acquired by
         the  Company or  otherwise  became a  Restricted  Subsidiary  and after
         giving effect to the  Incurrence  of that Debt,  the Company would have
         been able to Incur $1.00 of  additional  Debt pursuant to clause (1) of
         the first paragraph of this covenant;

<PAGE>

                                                                              54


                  (e) Debt under  Interest Rate  Agreements  entered into by the
         Company or a Restricted Subsidiary for the purpose of limiting interest
         rate risk in the ordinary  course of the  financial  management  of the
         Company or that Restricted Subsidiary and not for speculative purposes,
         provided that the  obligations  under those  agreements  are related to
         payment  obligations on Debt  otherwise  permitted by the terms of this
         covenant;

                  (f) Debt under Currency Exchange Protection Agreements entered
         into by the  Company  or a  Restricted  Subsidiary  for the  purpose of
         limiting  currency exchange rate risks directly related to transactions
         entered  into by the  Company  or  that  Restricted  Subsidiary  in the
         ordinary course of business and not for speculative purposes;



                  (g) Debt under Commodity Price Protection  Agreements  entered
         into by the Company or a Restricted  Subsidiary in the ordinary  course
         of  the  financial   management  of  the  Company  or  that  Restricted
         Subsidiary and not for speculative purposes;

                  (h) Debt Incurred in respect of Capital Lease  Obligations and
         Purchase Money Debt,  provided that the aggregate  principal  amount of
         all Debt of this kind does not exceed  the Fair  Market  Value,  on the
         date of Incurrence  thereof,  of the Property acquired,  constructed or
         leased,  and provided  further,  that the  aggregate  principal  amount
         outstanding of all Debt of this kind at any one time, together with all
         Permitted Refinancing Debt Incurred and outstanding in respect of these
         Capital  Lease  Obligations  and Purchase  Money Debt,  does not exceed
         $50.0 million;

                  (i) Debt outstanding on the Issue Date not otherwise described
         in clauses (a) through (h) above;

                  (j)  Debt of the  Company  or a  Restricted  Subsidiary  in an
         aggregate  principal  amount  outstanding at any one time not to exceed
         $100.0 million; and

                  (k)  Permitted  Refinancing  Debt  Incurred in respect of Debt
         Incurred pursuant to clause (1) of the first paragraph of this covenant
         and clauses (a), (d), (h) and (i) above.

<PAGE>

                                                                              55


                  SECTION 4.05.  Limitation on Restricted Payments.  The Company
                                 ---------------------------------
shall not make, and shall not permit any Restricted Subsidiary to make, directly
or indirectly, any Restricted Payment if at the time of, and after giving effect
to, the proposed Restricted Payment,

                  (a) a Default or Event of Default  shall have  occurred and be
         continuing,

                  (b) the Company  could not Incur at least $1.00 of  additional
         Debt pursuant to clause (1) of the first paragraph of Section 4.04 or

                  (c) the aggregate  amount of that  Restricted  Payment and all
         other  Restricted  Payments  declared or made since the Issue Date (the
         amount of any  Restricted  Payment,  if made other than in cash,  to be
         based upon Fair Market  Value)  would exceed an amount equal to the sum
         of:

                       (1)  50% of the  aggregate  amount  of  Consolidated  Net
                  Income  accrued  during the period  (treated as one accounting
                  period) from the beginning of the fiscal  quarter during which
                  the Issue  Date  occurs to the end of the most  recent  fiscal
                  quarter  ending  at  least  45 days  prior  to the date of the
                  Restricted Payment (or if the aggregate amount of Consolidated
                  Net Income for such period  shall be a deficit,  minus 100% of
                  such deficit), plus

                       (2) Capital Stock Sale Proceeds, plus

                       (3) the sum of:

                                    (A) the aggregate net cash proceeds received
                           by the Company or any Restricted  Subsidiary from the
                           issuance or sale after the Issue Date of  convertible
                           or exchangeable  Debt that has been converted into or
                           exchanged for Capital Stock (other than  Disqualified
                           Stock) of the Company, and

                                    (B) the  aggregate  amount by which  Debt of
                           the Company or any  Restricted  Subsidiary is reduced
                           on the  Company's  consolidated  balance  sheet on or
                           after the Issue Date upon the  conversion or exchange
                           of any Debt  issued  or sold on or prior to the Issue
                           Date that is convertible or exchangeable  for Capital
                           Stock (other than Disqualified Stock) of the

<PAGE>

                                                                              56


                           Company, excluding, in the case of clause (A) or (B):

                  (x) any Debt issued or sold to the Company or a Subsidiary  of
         the Company or an employee stock ownership plan or trust established by
         the Company or any Subsidiary for the benefit of their employees, and

                  (y)  the  aggregate  amount  of any  cash  or  other  Property
         distributed by the Company or any Restricted  Subsidiary  upon any such
         conversion or exchange, plus

                       (4) an amount equal to the sum of:

                                    (A) the net reduction in  Investments in any
                           Person   other  than  the  Company  or  a  Restricted
                           Subsidiary  resulting from  dividends,  repayments of
                           loans or advances or other transfers of Property,  in
                           each case to the Company or any Restricted Subsidiary
                           from that Person, less the cost of the disposition of
                           those Investments, and

                                    (B) the  lesser of the net book value or the
                           Fair Market Value of the Company's equity interest in
                           an   Unrestricted   Subsidiary   at  the   time   the
                           Unrestricted  Subsidiary  is  designated a Restricted
                           Subsidiary; provided, however, that the foregoing sum
                           shall  not  exceed,  in the case of any  Person,  the
                           amount of Investments previously made (and treated as
                           a   Restricted   Payment)   by  the  Company  or  any
                           Restricted Subsidiary in that Person.

         Notwithstanding the foregoing limitation, the Company may:

                  (a) pay  dividends on its Capital  Stock within 60 days of the
         declaration  thereof if, on said declaration  date, the dividends could
         have been paid in compliance  with the  Indenture;  provided,  however,
         that at the time of the payment of the  dividend,  no other  Default or
         Event of  Default  shall have  occurred  and be  continuing  (or result
         therefrom);  provided  further,  however,  that the  dividend  shall be
         included in the calculation of the amount of Restricted Payments;

                  (b) purchase,  repurchase, redeem, legally defease, acquire or
         retire  for  value  Capital  Stock  of  the  Company  or   Subordinated
         Obligations in exchange for, or

<PAGE>

                                                                              57


out of the proceeds of the  substantially  concurrent  sale of, Capital Stock of
the Company (other than  Disqualified  Stock and other than Capital Stock issued
or sold to a Subsidiary of the Company or an employee  stock  ownership  plan or
trust  established  by the  Company or any  Subsidiary  for the benefit of their
employees); provided, however, that
            --------  -------

                       (1)   the   purchase,   repurchase,   redemption,   legal
                  defeasance, acquisition or retirement shall be excluded in the
                  calculation of the amount of Restricted Payments and

                       (2) the Capital  Stock Sale Proceeds from the exchange or
                  sale shall be excluded from the calculation pursuant to clause
                  (c)(2) above;

                  (c) purchase,  repurchase, redeem, legally defease, acquire or
         retire for value any  Subordinated  Obligations in exchange for, or out
         of the  proceeds of the  substantially  concurrent  sale of,  Permitted
         Refinancing Debt;  provided,  however,  that the purchase,  repurchase,
                            --------   -------
         redemption,  legal  defeasance,  acquisition  or  retirement  shall  be
         excluded in the calculation of the amount of Restricted Payments;

                  (d) pay  scheduled  dividends  (not  constituting  a return on
         capital) on Disqualified Stock of the Company issued pursuant to and in
         compliance with Section 4.04;

                  (e) permit a Restricted  Subsidiary that is not a Wholly Owned
         Subsidiary  to  pay  dividends  to   shareholders  of  that  Restricted
         Subsidiary  that are not the parent of that Restricted  Subsidiary,  so
         long as the Company or a  Restricted  Subsidiary  that is the parent of
         that Restricted Subsidiary receives dividends on a pro rata basis or on
         a basis that  results in the  receipt  by the  Company or a  Restricted
         Subsidiary  that  is  the  parent  of  that  Restricted  Subsidiary  of
         dividends or  distributions of greater value than it would receive on a
         pro rata basis; and

                  (f) until January 31, 2002 or the earlier  termination  of all
         of  the  Existing  Bank  Credit  Facilities,  permit  the  making  of a
         Restricted  Payment (as defined in the Existing Bank Credit Facilities,
         without  giving  effect to any waiver or  amendment  thereto  after the
         Issue Date) or the transfer of assets from any Subsidiary to its parent
         (in each case, to the

<PAGE>

                                                                              58


         extent such a payment or transfer is not  permitted to be restricted or
         limited  under  Section  7.18  of  each  of the  Existing  Bank  Credit
         Facilities,  without  giving effect to any waiver or amendment  thereto
         after the Issue Date).

                  SECTION 4.06.  Limitation on Liens. The Company shall not, and
                                 -------------------
shall not permit any Restricted Subsidiary to, directly or indirectly,  Incur or
suffer to exist,  any Lien (other than Permitted Liens) upon any of its Property
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter  acquired,  or any interest  therein or any income or profits
therefrom,  unless  it has made or will make  effective  provision  whereby  the
Securities  will be secured by that Lien  equally and ratably with (or prior to)
all other Debt of the Company or any Restricted Subsidiary secured by that Lien.


                  SECTION 4.07. Limitation on Asset Sales. (a) The Company shall
                                -------------------------
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

                  (i)  the  Company  or  the  Restricted   Subsidiary   receives
         consideration  at the time of the Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale;

                  (ii) at least 75% of the consideration  paid to the Company or
         the Restricted  Subsidiary in connection with such Asset Sale is in the
         form of cash or cash  equivalents or the assumption by the purchaser of
         liabilities  of the Company or any  Restricted  Subsidiary  (other than
         liabilities that are by their terms  subordinated to the Securities) as
         a result of which the Company and the  Restricted  Subsidiaries  are no
         longer obligated with respect to such liabilities,  provided,  however,
                                                             --------   -------
         that in the case of a transaction  involving a sale of any distribution
         center by the Company or a Restricted  Subsidiary and the establishment
         of  an  outsourcing   arrangement   in  which  the  purchaser   assumes
         distribution   responsibilities   on  behalf  of  the  Company  or  the
         Restricted Subsidiary, any credits or other consideration the purchaser
         grants  to the  Company  or the  Restricted  Subsidiary  as part of the
         purchase  price of the  distribution  center,  which  credits  or other
         consideration  effectively  offset future payments due from the Company
         or  the  Restricted   Subsidiary  to  the  purchaser  as  part  of  the
         outsourcing

<PAGE>

                                                                              59


         arrangement, will be considered to be cash equivalents for purposes of
         this clause (ii); and

                  (iii) the Company delivers an Officers' Certificate  to the
         Trustee  certifying  that such Asset Sale  complies with the foregoing
         clauses (i) and (ii).

                  (b) The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a  Restricted  Subsidiary,  to the extent
the Company or such Restricted Subsidiary elects (or is required by the terms of
any Debt):

                  (i) to Repay  Debt under the  Credit  Facilities,  or to Repay
         Debt of the  Company  or any  Restricted  Subsidiary  secured by a Lien
         pursuant  to  Section  4.06 on the  assets  subject  to that Asset Sale
         (excluding,  in any such  case,  any  Debt  owed to the  Company  or an
         Affiliate of the Company); or

                  (ii) to reinvest in Additional  Assets  (including by means of
         an Investment in Additional Assets by a Restricted  Subsidiary with Net
         Available   Cash   received  by  the  Company  or  another   Restricted
         Subsidiary),  provided,  however,  that the Net Available  Cash (or any
                       --------   -------
         portion  thereof)  from Asset Sales from the Company to any  Subsidiary
         must be reinvested in Additional Assets of the Company.

                  (c) Any Net  Available  Cash from an Asset Sale not applied in
 accordance  with the preceding  paragraph  within 360 days from the date of the
 receipt of such Net Available Cash shall constitute "Excess Proceeds".

                  When the aggregate  amount of Excess  Proceeds not  previously
 subject to a Prepayment  Offer (as defined below) exceeds $10.0 million (taking
 into account income earned on those Excess Proceeds,  if any), the Company will
 be  required  to make an offer to  purchase  the  Securities  (the  "Prepayment
 Offer") which offer shall be in the amount of the Allocable Excess Proceeds, on
 a pro rata basis  according to principal  amount,  at a purchase price equal to
 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
 to the purchase date (subject to the right of Holders of record on the relevant
 record date to receive interest due on the relevant  interest payment date), in
 accordance   with  the  procedures   (including   prorating  in  the  event  of
 oversubscription)  set forth in this Indenture.  To the extent that any portion
 of the amount of Net Available Cash remains after compliance with the preceding
 sentence and provided that all Holders of Securities have been given the

<PAGE>

                                                                              60


opportunity  to tender their  Securities  for purchase in  accordance  with this
Indenture,  the  Company or such  Restricted  Subsidiary  may use the  remaining
amount for any  purpose  permitted  by this  Indenture  and the amount of Excess
Proceeds will be reset to zero.

                  The term "Allocable Excess Proceeds" will mean the product of:

                  (a) the Excess Proceeds and

                  (b) a fraction,

                       (1) the numerator of which is the  aggregate  principal
                  amount  of  the  Securities  outstanding  on the  date  of the
                  Prepayment Offer, and

                       (2) the  denominator of which is the sum of the aggregate
                  principal amount of the Securities  outstanding on the date of
                  the  Prepayment  Offer and the aggregate  principal  amount of
                  other  Debt  of the  Company  outstanding  on the  date of the
                  Prepayment  Offer that is pari passu in right of payment  with
                  the  Securities and subject to terms and conditions in respect
                  of  Asset  Sales  similar  in  all  material  respects  to the
                  covenant described hereunder and requiring the Company to make
                  an offer to purchase such Debt at substantially  the same time
                  as the Prepayment Offer.

                       (d)(1)  Within  five  Business  Days after the Company is
                  obligated  to make a  Prepayment  Offer  as  described  in the
                  preceding paragraph,  the Company shall send a written notice,
                  by first-class mail, to the Holders of Securities, accompanied
                  by information  regarding the Company and its  Subsidiaries as
                  the Company in good faith  believes will enable the Holders to
                  make an  informed  decision  with  respect to that  Prepayment
                  Offer.  The  notice  shall  state,  among  other  things,  the
                  purchase price and the purchase date,  which shall be, subject
                  to any contrary requirements of applicable law, a Business Day
                  no  earlier  than 30 days nor later than 60 days from the date
                  the notice is mailed.

                       (2) Not later than the date upon which written  notice of
                  a  Prepayment  Offer is  delivered  to the Trustee as provided
                  above,  the Company  shall deliver to the Trustee an Officers'
                  Certificate as to (i) the amount of the Prepayment  Offer (the
                  "Offer Amount"), (ii) the allocation of the Net Available Cash
                  from the Asset Sales pursuant to which such  Prepayment  Offer
                  is

<PAGE>

                                                                              61


                  being made and (iii) the  compliance of such  allocation  with
                  the provisions of Section  4.07(b).  On or before the Purchase
                  Date,  the Company  shall also  irrevocably  deposit  with the
                  Trustee or with the  Paying  Agent  (or,  if the  Company or a
                  Wholly Owned  Subsidiary is the Paying Agent,  shall segregate
                  and hold in trust) in Temporary Cash  Investments  (other than
                  in  those  enumerated  in  clause  (b)  of the  definition  of
                  Temporary Cash Investments), maturing on the last day prior to
                  the  Purchase  Date  or on the  Purchase  Date  if  funds  are
                  immediately  available by open of business, an amount equal to
                  the Offer Amount to be held for payment in accordance with the
                  provisions of this Section.  Upon the expiration of the period
                  for which  the  Prepayment  Offer  remains  open  (the  "Offer
                  Period"),  the  Company  shall  deliver  to  the  Trustee  for
                  cancellation the Securities or portions thereof that have been
                  properly  tendered to and are to be  accepted by the  Company.
                  The Trustee or the Paying Agent shall,  on the Purchase  Date,
                  mail or deliver payment to each tendering Holder in the amount
                  of  the  purchase  price.  In the  event  that  the  aggregate
                  purchase price of the  Securities  delivered by the Company to
                  the Trustee is less than the Offer Amount,  the Trustee or the
                  Paying   Agent  shall   deliver  the  excess  to  the  Company
                  immediately  after  the  expiration  of the Offer  Period  for
                  application in accordance with this Section.

                       (3) Holders  electing to have a Security  purchased shall
                  be required to surrender  the  Security,  with an  appropriate
                  form  duly  completed,  to the  Company  or its  agent  at the
                  address  specified in the notice at least three  Business Days
                  prior to the  Purchase  Date.  Holders  shall be  entitled  to
                  withdraw their election if the Trustee or the Company receives
                  not later than one Business Day prior to the Purchase  Date, a
                  telegram,  telex,  facsimile  transmission  or letter  setting
                  forth  the name of the  Holder,  the  principal  amount of the
                  Security  that was  delivered for purchase by the Holder and a
                  statement that such Holder is withdrawing its election to have
                  such  Security  purchased.  If at the  expiration of the Offer
                  Period   the   aggregate   principal   amount  of   Securities
                  surrendered by Holders  exceeds the Offer Amount,  the Company
                  shall select the  Securities to be purchased on pro rata basis
                  for all  Securities,  (with such  adjustments as may be deemed
                  appropriate  by  the  Company  so  that  only   Securities  in
                  denominations of $1,000, or integral multiples thereof,  shall
                  be purchased).  Holders whose Securities are purchased only in
                  part shall be issued new Securities equal in

<PAGE>

                                                                              62


                  principal amount to the unpurchased portion of the Securities
                  surrendered.

                       (4) At the time the Company  delivers  Securities  to the
                  Trustee  that are to be  accepted  for  purchase,  the Company
                  shall also deliver an Officers'  Certificate stating that such
                  Securities  are to be accepted by the Company  pursuant to and
                  in accordance with the terms of this Section. A Security shall
                  be deemed to have been  accepted  for purchase at the time the
                  Trustee or the Paying Agent mails or delivers payment therefor
                  to the surrendering Holder.

                  (e) The Company will comply,  to the extent  applicable,  with
         the  requirements  of Section  14(e) of the  Exchange Act and any other
         securities  laws or  regulations  in connection  with the repurchase of
         Securities pursuant to the covenant described hereunder.  To the extent
         that the provisions of any securities laws or regulations conflict with
         provisions of the covenant described hereunder, the Company will comply
         with the applicable  securities  laws and  regulations  and will not be
         deemed to have breached its  obligations  under the covenant  described
         hereunder by virtue thereof.

                  SECTION 4.08. Limitation on Restrictions on Distributions from
                                ------------------------------------------------
Restricted  Subsidiaries.  The  Company  shall  not,  and shall not  permit  any
------------------------
Restricted  Subsidiary to, directly or indirectly,  create or otherwise cause or
suffer  to exist  any  consensual  restriction  on the  right of any  Restricted
Subsidiary to:

                  (a) pay  dividends,  in cash or  otherwise,  or make any other
         distributions on or in respect of its Capital Stock, or pay any Debt or
         other   obligation  owed,  to  the  Company  or  any  other  Restricted
         Subsidiary,

                  (b) make any loans or  advances  to the  Company  or any other
         Restricted Subsidiary or

                  (c)  transfer  any of its Property to the Company or any other
         Restricted Subsidiary. The foregoing limitations will not apply:

                       (1)  with  respect  to  clauses  (a),  (b)  and  (c),  to
                  restrictions:

                                    (A) in effect on the Issue Date,

                                    (B)   relating  to  Debt  of  a   Restricted
                           Subsidiary and existing at the time it became

<PAGE>

                                                                              63


                           a Restricted  Subsidiary if such  restriction was not
                           created in connection  with or in anticipation of the
                           transaction  or series of  transactions  pursuant  to
                           which that Restricted  Subsidiary became a Restricted
                           Subsidiary or was acquired by the Company,

                                    (C) that result from the Refinancing of Debt
                           Incurred  pursuant  to an  agreement  referred  to in
                           clause (1)(A) or (B) above or in clause (2)(A) or (B)
                           below, provided that restriction is no less favorable
                           to the  Holders of  Securities  than those  under the
                           agreement evidencing the Debt so Refinanced, or

                                    (D)  resulting  from the  Incurrence  of any
                           Permitted  Debt described in clause (b) of the second
                           paragraph  of  Section   4.04,   provided   that  the
                           restriction  is no less  favorable  to the Holders of
                           Securities  than the  restrictions  of the same  type
                           contained in the Indenture, and

                       (2) with respect to clause (c) only, to restrictions:

                                    (A) relating to Debt that is permitted to be
                           Incurred and secured  without also securing the notes
                           pursuant to Section  4.04 and Section 4.06 that limit
                           the right of the debtor to  dispose  of the  Property
                           securing that Debt,

                                    (B)  encumbering  Property  at the  time the
                           Property   was   acquired   by  the  Company  or  any
                           Restricted  Subsidiary,  so long  as the  restriction
                           relates  solely to the  Property so acquired  and was
                           not created in connection  with or in anticipation of
                           the acquisition,

                                    (C)  resulting  from  customary   provisions
                           restricting  subletting  or  assignment  of leases or
                           customary provisions in other agreements  (including,
                           without  limitation,  intellectual  property licenses
                           entered into in the ordinary course of business) that
                           restrict  assignment  of  the  agreements  or  rights
                           thereunder, or

<PAGE>

                                                                              64


                                    (D)   which   are   customary   restrictions
                           contained  in  asset  sale  agreements  limiting  the
                           transfer of Property pending the closing of the sale.

                  SECTION 4.09. Limitation on Transactions with Affiliates.  The
                                ------------------------------------------
Company shall not, and shall not permit any Restricted  Subsidiary to,  directly
or  indirectly,  conduct  any  business  or enter  into or  suffer  to exist any
transaction or series of transactions  (including the purchase,  sale, transfer,
assignment,  lease,  conveyance  or exchange of any Property or the rendering of
any  service)  with,  or for the  benefit of, any  Affiliate  of the Company (an
"Affiliate Transaction"), unless:

                  (a) the terms of such Affiliate Transaction are:

                       (1) set forth in writing, and

                       (2) no less  favorable to the Company or that  Restricted
                  Subsidiary,  as the  case may be,  than  those  that  could be
                  obtained  in a  comparable  arm's-length  transaction  with  a
                  Person that is not an Affiliate of the Company, and

                  (b) if the Affiliate  Transaction  involves aggregate payments
         or value in excess of $10.0 million,  the Board of Directors (including
         a majority  of the  disinterested  members  of the Board of  Directors)
         approves the  Affiliate  Transaction  and, in its good faith  judgment,
         believes that the Affiliate  Transaction  complies with clauses  (a)(1)
         and (2) of this paragraph as evidenced by a Board  Resolution  promptly
         delivered to the trustee.

         Notwithstanding the foregoing limitation, the Company or any Restricted
 Subsidiary may enter into or suffer to exist the following:

                  (a) any  transaction  or series of  transactions  between  the
         Company and one or more Restricted  Subsidiaries or between two or more
         Restricted  Subsidiaries in the ordinary  course of business,  provided
         that no more than 5% of the total  voting power of the Voting Stock (on
         a fully diluted basis) of any such Restricted Subsidiary is owned by an
         Affiliate of the Company (other than a Restricted Subsidiary);

                  (b) any  Restricted  Payment  permitted to be made pursuant to
         Section 4.05 or any Permitted Investment;

<PAGE>

                                                                              65


                  (c)  the  payment  of  compensation  (including  amounts  paid
         pursuant  to  employee  benefit  plans) for the  personal  services  of
         officers,  directors  and  employees  of  the  Company  or  any  of the
         Restricted  Subsidiaries,  so long  as,  in the  case of  officers  and
         directors, the Board of Directors in good faith shall have approved the
         terms thereof and deemed the services  theretofore  or thereafter to be
         performed for the compensation to be fair consideration therefor;

                  (d) loans  and  advances  to  employees  made in the  ordinary
         course  of  business  and  consistent  with the past  practices  of the
         Company or that  Restricted  Subsidiary,  as the case may be,  provided
         that  those  loans and  advances  do not  exceed  $5.0  million  in the
         aggregate at any one time outstanding;

                  (e)  any   transaction   effected   as  part  of  a  Qualified
         Receivables  Transaction or any  transaction  involving the transfer of
         accounts  receivable of the type specified in the definition of "Credit
         Facility"  and  permitted  under clause (b) of the second  paragraph of
         Section 4.04; and

                  (f) the  Existing  Policies  or any  transaction  contemplated
         thereby.

                  SECTION 4.10.  Designation of Restricted and Unrestricted
                                 ------------------------------------------
Subsidiaries. The Board of Directors may designate any Subsidiary of the Company
------------
to be an Unrestricted Subsidiary if:

                  (a)  the  Subsidiary  to be so  designated  does  not  own any
         Capital  Stock or Debt of, or own or hold any Lien on any  Property of,
         the Company or any other Restricted Subsidiary, and

                  (b) any of the following:

                       (1) the  Subsidiary to be so designated  has total assets
                  of $1,000 or less,

                       (2) if the  Subsidiary  has  consolidated  assets greater
                  than $1,000,  then the  designation  would be permitted  under
                  Section 4.05, or

                       (3) the  designation  is effective  immediately  upon the
                  entity becoming a Subsidiary of the Company.

<PAGE>

                                                                              66


Unless so designated as an  Unrestricted  Subsidiary,  any Person that becomes a
Subsidiary  of the  Company  will  be  classified  as a  Restricted  Subsidiary;
provided,  however,  that the  Subsidiary  shall not be  designated a Restricted
--------   -------
Subsidiary and shall be automatically  classified as an Unrestricted  Subsidiary
if either of the  requirements  set forth in  clauses  (x) and (y) of the second
immediately  following  paragraph  will not be satisfied  after giving pro forma
effect to the classification or if the Person is a Subsidiary of an Unrestricted
Subsidiary.

                  Except as  provided  in the first  sentence  of the  preceding
paragraph,  no Restricted  Subsidiary  may be  redesignated  as an  Unrestricted
Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall
at any time be directly or indirectly liable for any Debt that provides that the
holder  thereof  may (with  the  passage  of time or  notice or both)  declare a
default  thereon or cause the payment thereof to be accelerated or payable prior
to its Stated  Maturity  upon the  occurrence  of a default  with respect to any
Debt, Lien or other obligation of any  Unrestricted  Subsidiary in existence and
classified  as an  Unrestricted  Subsidiary  at  the  time  the  Company  or the
Restricted  Subsidiary  is  liable  for that Debt  (including  any right to take
enforcement action against that Unrestricted Subsidiary).

                  The  Board  of  Directors  may   designate  any   Unrestricted
Subsidiary to be a Restricted  Subsidiary if, immediately after giving pro forma
effect to the designation,

                  (x) the Company could Incur at least $1.00 of additional  Debt
         pursuant to clause (1) of the first paragraph of Section 4.04, and

                  (y) no Default or Event of Default  shall have occurred and be
         continuing or would result therefrom.

                  Any designation or  redesignation of this kind by the Board of
Directors  will be  evidenced  to the Trustee by filing with the Trustee a Board
Resolution  giving effect to the designation or  redesignation  and an Officers'
Certificate that:

                  (a) certifies that the designation or  redesignation  complies
         with the foregoing provisions, and

                  (b)  gives  the   effective   date  of  the   designation   or
         redesignation, and the filing with the Trustee to occur

<PAGE>

                                                                              67


         within 45 days  after the end of the fiscal  quarter of the  Company in
         which the  designation or  redesignation  is made (or, in the case of a
         designation or redesignation made during the last fiscal quarter of the
         Company's  fiscal  year,  within 90 days  after the end of that  fiscal
         year).

                  SECTION 4.11.  Limitation on Sale and Leaseback  Transactions.
                                 ----------------------------------------------
The Company shall not, and shall not permit any Restricted  Subsidiary to, enter
into any Sale and Leaseback Transaction with respect to any Property unless:

                  (a)  the  Company  or  that  Restricted  Subsidiary  would  be
         entitled to:

                       (1)  Incur  Debt in an amount  equal to the  Attributable
                  Debt  with  respect  to that  Sale and  Leaseback  Transaction
                  pursuant to Section 4.04, and

                       (2)  create  a  Lien  on  the  Property   securing   that
                  Attributable   Debt  without  also  securing  the   Securities
                  pursuant to Section 4.06, and

                  (b)  the  Sale  and  Leaseback   Transaction  is  effected  in
         compliance with Section 4.07.

                  SECTION 4.12. Change of Control.
                                -----------------

                  (a) Upon the occurrence of a Change of Control, each Holder of
         Securities  shall have the right to require the  Company to  repurchase
         all or any  part of such  Holder's  Securities  pursuant  to the  offer
         described  below (the  "Change of Control  Offer") at a purchase  price
         (the  "Change  of  Control  Purchase  Price")  equal to  101.0%  of the
         principal amount thereof,  plus accrued and unpaid interest, if any, to
         the  purchase  date  (subject  to the right of Holders of record on the
         relevant record date to receive  interest due on the relevant  interest
         payment date).

                  (b)  Within  30 days  following  any  Change of  Control,  the
         Company  shall (i) cause a notice of the Change of Control  Offer to be
         sent at least  once to the Dow Jones News  Service or similar  business
         news service in the United States and (ii) send, by  first-class  mail,
         with a copy to the  Trustee,  to each  Holder  of  Securities,  at such
         Holder's address appearing in the Security Register,  a notice stating:
         (A) that a Change  of  Control  Offer is being  made  pursuant  to this
         Section 4.12 and that all Securities  timely  tendered will be accepted
         for payment;  (B) the Change of Control Purchase Price and the purchase
         date,  which  shall  be,  subject  to  any  contrary   requirements  of
         applicable law,

<PAGE>

                                                                              68


         a Business  Day no earlier than 30 days nor later than 60 days from the
         date such notice is mailed (the "Change of Control Payment Date");  (C)
         the  circumstances  and relevant facts  regarding the Change of Control
         (including  information  with respect to pro forma  historical  income,
         cash flow and  capitalization  after  giving  effect  to the  Change of
         Control); and (D) the procedures that Holders of Securities must follow
         in order to tender their  Securities (or portions  thereof) for payment
         and the procedures  that Holders of Securities  must follow in order to
         withdraw an election to tender  Securities  (or  portions  thereof) for
         payment.

                  (c)  Holders  electing to have a Security  purchased  shall be
         required to  surrender  the  Security,  with an  appropriate  form duly
         completed,  to the Company or its agent at the address specified in the
         notice at least  three  Business  Days  prior to the  Change of Control
         Payment Date.  Holders shall be entitled to withdraw  their election if
         the Trustee or the Company  receives  not later than one  Business  Day
         prior to the  Change  of  Control  Payment  Date,  a  telegram,  telex,
         facsimile  transmission or letter setting forth the name of the Holder,
         the principal amount of the Security that was delivered for purchase by
         the Holder and a statement that such Holder is withdrawing its election
         to have such Security purchased.

                  (d) On or prior to the Change of  Control  Payment  Date,  the
         Company shall  irrevocably  deposit with the Trustee or with the Paying
         Agent (or, if the Company or any of its Wholly  Owned  Subsidiaries  is
         acting as the  Paying  Agent,  segregate  and hold in trust) in cash an
         amount  equal to the Change of Control  Purchase  Price  payable to the
         Holders entitled thereto, to be held for payment in accordance with the
         provisions of this Section.  On the Change of Control Payment Date, the
         Company shall deliver to the Trustee the Securities or portions thereof
         that have  been  properly  tendered  to and are to be  accepted  by the
         Company for  payment.  The Trustee or the Paying  Agent  shall,  on the
         Change  of  Control  Payment  Date,  mail or  deliver  payment  to each
         tendering  Holder of the Change of Control Purchase Price. In the event
         that the aggregate  Change of Control  Purchase  Price is less than the
         amount delivered by the Company to the Trustee or the Paying Agent, the
         Trustee or the Paying  Agent,  as the case may be,  shall  deliver  the
         excess to the Company  immediately  after the Change of Control Payment
         Date.

                  (e) The Company will comply,  to the extent  applicable,  with
         the  requirements  of Section  14(e) of the  Exchange Act and any other
         securities  laws or  regulations  in  connection  with the  purchase of
         Securities pursuant to this

<PAGE>

                                                                              69


         Section.  To the extent that the provisions of any  securities  laws or
         regulations  conflict with the provisions of this Section,  the Company
         will comply with the applicable  securities  laws and  regulations  and
         will not be deemed to have breached its obligations  under this Section
         by virtue thereof.

                  SECTION 4.13.  Further  Instruments  and Acts. Upon request of
                                 ------------------------------
the Trustee,  the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably  necessary or proper to carry out more
effectively the purpose of this Indenture.



                                    ARTICLE V

                                Successor Company
                                -----------------


                  SECTION 5.01.  (a) When Company May Merge or Transfer  Assets.
                                     ------------------------------------------
The Company shall not merge,  consolidate  or amalgamate  with or into any other
Person  (other than a merger of a Wholly Owned  Restricted  Subsidiary  into the
Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially  all its Property in any one transaction or series of transactions
unless:

                  (a) the Company shall be the surviving  Person (the "Surviving
         Person") or the Surviving  Person (if other than the Company) formed by
         that  merger,  consolidation  or  amalgamation  or to which  that sale,
         transfer, assignment, lease, conveyance or disposition is made shall be
         a  corporation  organized  and  existing  under the laws of the  United
         States of America, any State thereof or the District of Columbia;

                  (b) the Surviving Person (if other than the Company) expressly
         assumes, by supplemental indenture in form satisfactory to the Trustee,
         executed and delivered to the Trustee by that Surviving Person, the due
         and punctual  payment of the  principal  of, and  premium,  if any, and
         interest on, all the Securities,  according to their tenor, and the due
         and  punctual  performance  and  observance  of all the  covenants  and
         conditions of the Indenture to be performed by the Company;

<PAGE>

                                                                              70


                  (c)  in the  case  of a  sale,  transfer,  assignment,  lease,
         conveyance  or  other  disposition  of all  or  substantially  all  the
         Property of the Company,  that Property shall have been  transferred as
         an entirety or virtually as an entirety to one Person;

                  (d)  immediately  before  and  after  giving  effect  to  that
         transaction  or  series  of  transactions  on a pro  forma  basis  (and
         treating,  for  purposes of this  clause (d) and clause (e) below,  any
         Debt that becomes,  or is anticipated  to become,  an obligation of the
         Surviving  Person  or any  Restricted  Subsidiary  as a result  of that
         transaction  or series of  transactions  as having been Incurred by the
         Surviving  Person  or the  Restricted  Subsidiary  at the  time of that
         transaction or series of transactions),  no Default or Event of Default
         shall have occurred and be continuing;

                  (e)  immediately  after giving effect to that  transaction  or
         series  of  transactions  on a pro  forma  basis,  the  Company  or the
         Surviving  Person,  as the case may be, would be able to Incur at least
         $1.00 of  additional  Debt under  clause (1) of the first  paragraph of
         Section  4.04,  provided,  however,  that this  clause (e) shall not be
                         --------   -------
         applicable to the Company merging,  consolidating or amalgamating  with
         or  into  an   Affiliate   incorporated   solely  for  the  purpose  of
         reincorporating  the Company in another  State of the United  States so
         long  as  the  amount  of  Debt  of  the  Company  and  the  Restricted
         Subsidiaries is not increased thereby;

                  (f) the Company shall  deliver,  or cause to be delivered,  to
         the  Trustee,  in form and  substance  reasonably  satisfactory  to the
         Trustee,  an  Officers'  Certificate  and an Opinion of  Counsel,  each
         stating that the transaction and the supplemental indenture, if any, in
         respect  thereto  comply  with this  covenant  and that all  conditions
         precedent  herein  provided for relating to the  transaction  have been
         satisfied; and

                  (g) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders  will not  recognize  income,
         gain or loss  for  Federal  income  tax  purposes  as a  result  of the
         transaction  and will be  subject  to  Federal  income  tax on the same
         amounts,  in the same  manner  and at the same times as would have been
         the case if that transaction had not occurred.

<PAGE>

                                                                              71


                  The Surviving Person shall succeed to, and be substituted for,
and may exercise every right and power of the Company under the  Indenture,  but
the predecessor Company in the case of:

                  (a)  a  sale,  transfer,   assignment,   conveyance  or  other
         disposition  (unless that sale,  transfer,  assignment,  conveyance  or
         other disposition is of all the assets of the Company as an entirety or
         virtually as an entirety), or

                  (b) a lease,  shall not be released from any obligation to pay
         the principal of, premium, if any, and interest on, the Securities.



                                   ARTICLE VI

                              Defaults and Remedies
                              ---------------------


                  SECTION 6.01.  Events of Default.  The following events shall
                                 -----------------
be "Events of Default":

                       (1) the  Company  defaults  in any payment of interest on
                  any Security  when the same becomes due and payable,  and such
                  default continues for a period of 30 days;

                       (2) the Company  defaults in the payment of the principal
                  of any  Security  when the same becomes due and payable at its
                  Stated  Maturity,  upon  acceleration,   redemption,  optional
                  redemption, required repurchase or otherwise;

                       (3) the Company fails to comply with Article 5;

                       (4) the  Company  fails to comply  with any  covenant  or
                  agreement in the Securities or in this Indenture (other than a
                  failure that is the subject of the  foregoing  clause (1), (2)
                  or (3)) and such failure  continues  for 30 days after written
                  notice is given to the Company as specified below;

                       (5) a  default  under  any  Debt  by the  Company  or any
                  Restricted  Subsidiary  that  results in  acceleration  of the
                  maturity  of that  Debt,  or  failure  to pay any such Debt at
                  maturity, in an aggregate amount greater than $25.0 million or
                  its foreign currency equivalent at the time;

<PAGE>

                                                                              72


                       (6) the Company or any Significant Subsidiary pursuant to
                  or within the meaning of any Bankruptcy Law:

                                    (A) commences a voluntary case;

                                    (B)  consents  to the  entry of an order for
                           relief against it in an involuntary case;

                                    (C)  consents  to  the   appointment   of  a
                           Custodian  of it or for any  substantial  part of its
                           property; or




                                    (D)  makes  a  general  assignment  for  the
                           benefit of its creditors;

                  or takes any comparable action under any foreign laws relating
                  to insolvency;

                       (7) a court of competent  jurisdiction enters an order or
                  decree under any Bankruptcy Law that:

                                    (A) is for relief against the Company or any
                           Significant Subsidiary in an involuntary case;

                                    (B)  appoints a Custodian  of the Company or
                           any  Significant  Subsidiary  or for any  substantial
                           part of its property; or

                                    (C) orders the winding up or  liquidation of
                           the Company or any Significant Subsidiary; or

                                    (D)  grants  any  similar  relief  under any
                           foreign laws;

                  and in each such case the order or decree remains unstayed and
                  in effect for 30 days; or

                       (8) any judgment or judgments for the payment of money in
                  an aggregate amount in excess of $25.0 million, or its foreign
                  currency  equivalent  at the  time,  that  shall  be  rendered
                  against the Company or any Restricted Subsidiary and shall not
                  be  waived,  satisfied  or  discharged  for any  period  of 30
                  consecutive days during which a stay of enforcement  shall not
                  be in effect.

<PAGE>

                                                                              73


                  The foregoing will constitute  Events of Default  whatever the
reason for any such Event of Default and whether it is voluntary or  involuntary
or is effected by operation of law or pursuant to any judgment,  decree or order
of any  court  or any  order,  rule  or  regulation  of  any  administrative  or
governmental body.

                  The term  "Bankruptcy Law" means Title 11, United States Code,
                                                             ------------------
or any  similar  Federal  or  state  law for the  relief  of  debtors.  The term
"Custodian"  means any receiver,  trustee,  assignee,  liquidator,  custodian or
similar official under any Bankruptcy Law.

                  A Default  under  clause (4) is not an Event of Default  until
 the Trustee or the Holders of at least 25% in aggregate principal amount of the
 Securities then outstanding  notify the Company (and in the case of such notice
 by Holders,  the  Trustee)  of the  Default and the Company  does not cure that
 Default within the time specified after receipt of such notice. The notice must
 specify the Default, demand that it be remedied and state that such notice is a
 "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
 the occurrence thereof,  written notice in the form of an Officers' Certificate
 of any Event of  Default  and any event  that with the  giving of notice or the
 lapse of time would become an Event of Default,  its status and what action the
 Company is taking or proposes to take with respect thereto.

                  SECTION  6.02.  Acceleration.  If an  Event  of  Default  with
                                  ------------
respect to any of the  Securities  (other than an Event of Default  specified in
Section  6.01(6) or (7) with respect to the Company)  shall have occurred and be
continuing,  the  Trustee  or the  registered  Holders  of not less  than 25% in
aggregate  principal amount of the Securities then outstanding may, by notice to
the  Company  and the  Trustee,  declare to be  immediately  due and payable the
principal amount of all the applicable Securities then outstanding, plus accrued
but unpaid interest to the date of acceleration.  Upon such a declaration,  such
principal  and  interest  shall be due and payable  immediately.  If an Event of
Default  specified in Section 6.01(6) or (7) with respect to the Company occurs,
the principal of and accrued and unpaid interest on all the Securities  shall be
due and payable  immediately without any declaration or other act by the Trustee
or the  Holder of the  Securities.  After  any such  acceleration  but  before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders
of a majority in aggregate principal amount of the outstanding

<PAGE>

                                                                              74


Securities by notice to the Trustee and the Company may rescind any  declaration
of acceleration if the rescission would not conflict with any judgment or decree
and if all  existing  Events  of  Default  have  been  cured  or  waived  except
nonpayment  of principal or interest  that has become due solely  because of the
acceleration.  No such rescission shall affect any subsequent  Default or impair
any right consequent thereto.

                  SECTION 6.03.  Other  Remedies.  If an Event of Default occurs
                                 ---------------
and is  continuing,  the Trustee may pursue any available  remedy to collect the
payment  of  principal  of or  interest  on the  Securities  or to  enforce  the
performance of any provision of the Securities or this Indenture.


                  The  Trustee  may  maintain a  proceeding  even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION  6.04.  Waiver  of Past  Defaults.  The  Holders  of a
                                  -------------------------
 majority in aggregate  principal  amount of the Securities then  outstanding by
 notice to the Trustee may waive an existing Default and its consequences except
 (i) a Default in the payment of the  principal  of or interest on a Security or
 (ii) a Default in respect of a  provision  that under  Section  9.02  cannot be
 amended without the consent of each Securityholder  affected. When a Default is
 waived,  it is deemed cured,  but no such waiver shall extend to any subsequent
 or other Default or impair any consequent right.

                  SECTION 6.05.  Control by Majority.  The Holders of a majority
                                 -------------------
in aggregate  principal amount of the Securities then outstanding may direct the
time,  method and place of conducting any proceeding for any remedy available to
the Trustee or of  exercising  any trust or power  conferred on the Trustee with
respect  to the  Securities.  However,  the  Trustee  may  refuse to follow  any
direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the  Trustee  determines  is  unduly  prejudicial  to the  rights  of other
Securityholders  or would involve the Trustee in personal  liability;  provided,
                                                                       --------
however, that the Trustee may take any other action deemed proper by the Trustee
-------
that is not  inconsistent  with  such  direction.  Prior to  taking  any  action
hereunder, the Trustee shall be entitled to

<PAGE>

                                                                              75


reasonable  indemnification  against all losses and expenses caused by taking or
not taking such action.

                  SECTION 6.06.  Limitation on Suits.  A Securityholder  may not
pursue any remedy with respect to this  Indenture or the Securities unless:

                       (1)  such  Holder  shall  have  previously  given  to the
                  Trustee written notice of a continuing Event of Default;

                       (2) the  Holders of at least 25% in  aggregate  principal
                  amount of the Securities  then  outstanding  shall have made a
                  written request, and such Holder or Holders shall have offered
                  reasonable indemnity, to the Trustee to pursue such proceeding
                  as trustee; and

                       (3) the Trustee has failed to institute  such  proceeding
                  and has not  received  from the Holders of at least a majority
                  in aggregate principal amount of the Securities  outstanding a
                  direction inconsistent with such request, within 60 days after
                  such notice, request and offer.

                  The  foregoing  limitations  on the  pursuit of  remedies by a
Securityholder  shall not apply to a suit  instituted  by a Holder of Securities
for the  enforcement  of payment of the  principal  of, and premium,  if any, or
interest on such Security on or after the  applicable due date specified in such
Security. A Securityholder may not use this Indenture to prejudice the rights of
another  Securityholder  or to obtain a  preference  or  priority  over  another
Securityholder.

                  SECTION   6.07.   Rights  of  Holders   to  Receive   Payment.
                                    -------------------------------------------
Notwithstanding  any other provision of this Indenture,  the right of any Holder
to receive  payment of principal of and interest on the Securities  held by such
Holder, on or after the respective due dates expressed in the Securities,  or to
bring suit for the  enforcement of any such payment on or after such  respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION  6.08.  Collection  Suit by  Trustee.  If an  Event of
                                  ----------------------------
 Default  specified  in Section  6.01(1) or (2)  occurs and is  continuing,  the
 Trustee may recover judgment in its own name and as trustee of an express trust
 against  the Company for the whole  amount  then due and owing  (together  with
 interest on any unpaid interest to the extent lawful) and the amounts  provided
 for in Section 7.07.

<PAGE>

                                                                              76


                  SECTION  6.09.  Trustee May File Proofs of Claim.  The Trustee
                                  --------------------------------
may file such proofs of claim and other  papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the  Securityholders
allowed in any judicial  proceedings  relative to the Company,  its creditors or
its property and, unless prohibited by law or applicable  regulations,  may vote
on behalf of the  Holders in any  election of a trustee in  bankruptcy  or other
Person  performing  similar  functions,  and any  Custodian in any such judicial
proceeding  is hereby  authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee  shall consent to the making of such payments
directly  to the  Holders,  to pay to the  Trustee  any  amount  due it for  the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and its counsel,  and any other amounts due the Trustee under Section
7.07.

                  SECTION 6.10.  Priorities.  If the Trustee collects any money
                                 ----------
or property  pursuant to this  Article 6, it shall pay out the money or property
in the following order:

                  FIRST:  to the Trustee for amounts due under Section 7.07;

                  SECOND:  to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

                  THIRD:  to the Company.

                  The Trustee  may fix a record  date and  payment  date for any
payment to  Securityholders  pursuant to this  Section.  At least 15 days before
such record date, the Company shall mail to each  Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.

                  SECTION  6.11.  Undertaking  for  Costs.  In any  suit for the
                                  -----------------------
 enforcement  of any right or remedy under this Indenture or in any suit against
 the  Trustee for any action  taken or omitted by it as Trustee,  a court in its
 discretion  may  require  the  filing by any party  litigant  in the suit of an
 undertaking  to pay the costs of the suit,  and the court in its discretion may
 assess reasonable  costs,  including  reasonable  attorneys' fees and expenses,
 against any party litigant in the suit, having due regard to the merits and

<PAGE>

                                                                              77


good faith of the claims or defenses  made by the party  litigant.  This Section
does not apply to a suit by the Trustee,  a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate  principal amount of the
Securities.

                  SECTION 6.12.  Waiver of Stay or Extension  Laws.  The Company
                                 ---------------------------------
(to the extent it may  lawfully  do so) shall not at any time  insist  upon,  or
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force,  that may affect the covenants or the performance of this Indenture;  and
the Company (to the extent that it may lawfully do so) hereby  expressly  waives
all benefit or advantage of any such law, and shall not hinder,  delay or impede
the execution of any power herein  granted to the Trustee,  but shall suffer and
permit the execution of every such power as though no such law had been enacted.



                                   ARTICLE VII

                                     Trustee
                                     -------


                  SECTION  7.01.  Duties of Trustee.
                                  -----------------

                  (a) If an Event of Default has occurred and is continuing, the
         Trustee  shall  exercise  the rights  and  powers  vested in it by this
         Indenture  and use the same degree of care and skill in its exercise as
         a prudent Person would exercise or use under the  circumstances  in the
         conduct of such Person's own affairs.

                  (b) Except during the continuance of an Event of Default:

                       (1) the  Trustee  undertakes  to perform  such duties and
                  only  such  duties  as are  specifically  set  forth  in  this
                  Indenture  and no implied  covenants or  obligations  shall be
                  read into this Indenture against the Trustee; and

                       (2) in the absence of bad faith on its part,  the Trustee
                  may  conclusively  rely, as to the truth of the statements and
                  the  correctness  of  the  opinions  expressed  therein,  upon
                  certificates   or  opinions   furnished  to  the  Trustee  and
                  conforming to the requirements of this Indenture. However, the
                  Trustee  shall  examine  the   certificates  and  opinions  to
                  determine  whether or not they conform to the  requirements of
                  this Indenture but need not confirm or

<PAGE>

                                                                              78


                  investigate the accuracy of any  mathematical  calculations or
                  other facts stated therein.

                  (c) The Trustee may not be relieved from liability for its own
         negligent  action,  its own negligent  failure to act or its own wilful
         misconduct, except that:

                       (1) this paragraph does not limit the effect of paragraph
                  (b) of this Section;

                       (2) the  Trustee  shall  not be  liable  for any error of
                  judgment  made in good faith by a Trust  Officer  unless it is
                  proved that the  Trustee was  negligent  in  ascertaining  the
                  pertinent facts; and

                       (3) the Trustee  shall not be liable with  respect to any
                  action it takes or omits to take in good  faith in  accordance
                  with a direction received by it pursuant to Section 6.05.

                  (d) Every  provision of this Indenture that in any way relates
         to the  Trustee  is  subject  to  paragraphs  (a),  (b) and (c) of this
         Section.

                  (e) The Trustee  shall not be liable for interest on any money
         received  by it except as the  Trustee  may agree in  writing  with the
         Company.

                  (f) Money held in trust by the Trustee need not be  segregated
         from other funds except to the extent required by law.

                  (g) No provision of this  Indenture  shall require the Trustee
         to expend or risk its own funds or otherwise incur financial  liability
         in the performance of any of its duties hereunder or in the exercise of
         any of its rights or powers.

                  (h) Every provision of this Indenture  relating to the conduct
         or affecting  the  liability of or affording  protection to the Trustee
         shall  be  subject  to  the  provisions  of  this  Section  and  to the
         provisions  of the TIA and the  provisions  of this  Article  VII shall
         apply  to the  Trustee  in its  role as  Registrar,  Paying  Agent  and
         Security Custodian.

                  (i) The  Trustee  shall  not be  deemed  to have  notice  of a
         Default or an Event of  Default  unless (a) the  Trustee  has  received
         written notice thereof from the Company

<PAGE>

                                                                              79


         or any Holder or (b) a Trust Officer shall have actual knowledge
         thereof.

                  SECTION  7.02.   Rights  of  Trustee.
                                   -------------------

                  (a) The Trustee may conclusively rely on any document (whether
         in its original or facsimile  form) believed by it to be genuine and to
         have been signed or  presented by the proper  person.  The Trustee need
         not investigate any fact or matter stated in the document.  The Trustee
         may,   however,   in  its  discretion  make  such  further  inquiry  or
         investigation  into such facts or matters as it may see fit and, if the
         Trustee shall determine to make such further inquiry or  investigation,
         it shall be entitled to examine the books,  records and premises of the
         Company,  personally  or by agent or  attorney  at the  expense  of the
         Company and shall incur no  liability  or  additional  liability of any
         kind by reason of such inquiry or investigation.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         require an Officers'  Certificate or an Opinion of Counsel. The Trustee
         shall  not be liable  for any  action it takes or omits to take in good
         faith in reliance on the Officers' Certificate or Opinion of Counsel.

                  (c) The  Trustee  may act  through  agents  and  shall  not be
         responsible  for the  misconduct or  negligence of any agent  appointed
         with due care.

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers;  provided,  however,  that the Trustee's  conduct
                                --------   -------
         does not constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel of its selection, and
         the advice or opinion of counsel with respect to legal matters relating
         to this  Indenture  and the  Securities  shall  be  full  and  complete
         authorization  and  protection  from liability in respect to any action
         taken,  omitted  or  suffered  by it  hereunder  in good  faith  and in
         accordance with the advice or opinion of such counsel.

                  (f)  The  permissive  rights  of  the  Trustee  to  do  things
         enumerated in this Indenture shall not be construed as a duty unless so
         specified herein.

                  (g) The Trustee  shall be under no  obligation to exercise any
         of the rights or powers  vested in it by this  Indenture at the request
         or direction of any of the Holders  pursuant to this Indenture,  unless
         such Holders  shall have  offered to the Trustee  security or indemnity
         satisfactory to

<PAGE>

                                                                              80


         the Trustee against the costs,  expenses and liabilities which might be
         incurred by it in compliance with such request or direction.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
                                ----------------------------
individual  or any other  capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its  Affiliates  with the same rights
it  would  have  if  it  were  not  Trustee.  Any  Paying  Agent,  Registrar  or
co-registrar may do the same with like rights.  However, the Trustee must comply
with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's  Disclaimer.  The Trustee shall not be
                                ---------------------
responsible  for and makes no  representation  as to the  validity,  priority or
adequacy of this Indenture or the  Securities,  it shall not be accountable  for
the  Company's  use of the  proceeds  from the  Securities,  and it shall not be
responsible  for  any  statement  of the  Company  in this  Indenture  or in any
document  issued  in  connection  with  the  sale  of the  Securities  or in the
Securities other than the Trustee's certificate of authentication.

                  SECTION  7.05.  Notice of  Defaults.  If a Default or Event of
                                  -------------------
 Default occurs and is continuing and if it is known to the Trustee, the Trustee
 shall  mail to each  Securityholder  notice of the  Default or Event of Default
 within 90 days after it is known to a Trust Officer or written  notice of it is
 received by the Trustee. Except in the case of a Default or Event of Default in
 payment of principal of or interest on any  Security,  the Trustee may withhold
 the notice if and so long as a  committee  of its Trust  Officers in good faith
 determines that withholding the notice is in the interests of Securityholders.

                  SECTION  7.06.  Reports by Trustee to Holders.  As promptly as
                                  -----------------------------
practicable  after each December 31 beginning with December 31, 2000, and in any
event  prior  to  March  31 in  each  year,  the  Trustee  shall  mail  to  each
Securityholder  a brief report  dated as of December 31 each year that  complies
with TIA ss.  313(a),  if and to the extent  required  by such  subsection.  The
Trustee shall also comply with TIA ss. 313(b).

                  A  copy  of  each  report  at  the  time  of  its  mailing  to
Securityholders  shall be filed with the SEC and each stock exchange (if any) on
which the  Securities  are listed.  The Company  agrees to notify  promptly  the
Trustee  whenever the Securities  become listed on any stock exchange and of any
delisting thereof.

<PAGE>

                                                                              81


                  SECTION 7.07.  Compensation  and Indemnity.  The Company shall
                                 ---------------------------
 pay to the Trustee from time to time reasonable  compensation for its services.
 The Trustee's compensation shall not be limited by any law on compensation of a
 trustee of an express  trust.  The Company  shall  reimburse  the Trustee  upon
 request  for all  reasonable  out-of-pocket  expenses  incurred  or made by it,
 including  costs  of  collection,  in  addition  to the  compensation  for  its
 services. Such expenses shall include the reasonable compensation and expenses,
 disbursements  and advances of the Trustee's agents,  counsel,  accountants and
 experts.  The Company  shall  indemnify  the Trustee  against any and all loss,
 liability or expense (including  reasonable  attorneys' fees) incurred by it in
 connection  with  the  acceptance  and  administration  of this  trust  and the
 performance of its duties hereunder except to the extent that the Company shall
 have been actually  prejudiced  as a result of such failure.  The Trustee shall
 notify  the  Company  promptly  of any claim  for which it may seek  indemnity.
 Failure by the Trustee to so notify the  Company  shall not relieve the Company
 of its  obligations  hereunder.  The  Company  shall  defend  the claim and the
 Trustee  may have  separate  counsel  and the  Company  shall  pay the fees and
 expenses  of such  counsel.  The  Company  need not  reimburse  any  expense or
 indemnify  against  any loss,  liability  or expense  incurred  by the  Trustee
 through the  Trustee's  own wilful  misconduct,  negligence  or bad faith.  The
 Company  need  not pay for any  settlement  made  by the  Trustee  without  the
 Company's  consent,  such  consent  not  to  be  unreasonably   withheld.   All
 indemnifications  and releases from liability  granted hereunder to the Trustee
 shall extend to its officers,  directors,  employees,  agents,  successors  and
 assigns.

                  To secure the Company's  payment  obligations in this Section,
 the Trustee shall have a lien prior to the  Securities on all money or property
 held or collected by the Trustee  other than money or property held in trust to
 pay principal of and interest on particular Securities.

                  The  Company's  payment  obligations  pursuant to this Section
 shall  survive the  resignation  or removal of the Trustee and the discharge of
 this  Indenture.  When the Trustee  incurs  expenses  after the occurrence of a
 Default  specified in Section  6.01(6) or (7) with respect to the Company,  the
 expenses  are  intended  to  constitute  expenses of  administration  under the
 Bankruptcy Law.

                  SECTION 7.08.  Replacement of Trustee.  The Trustee may resign
                                 ----------------------
at any time by so notifying the Company. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so

<PAGE>

                                                                              82


notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:

                       (1) the Trustee fails to comply with Section 7.10;

                       (2) the Trustee is adjudged bankrupt or insolvent;

                       (3) a receiver or other  public  officer  takes charge of
                  the Trustee or its property; or

                       (4) the Trustee otherwise becomes incapable of acting.

                  If the  Trustee  resigns,  is removed by the Company or by the
Holders of a majority  in  aggregate  principal  amount of the  Securities  then
outstanding  and such  Holders do not  reasonably  promptly  appoint a successor
Trustee,  or if a vacancy  exists in the office of Trustee  for any reason  (the
Trustee in such event being  referred to herein as the  retiring  Trustee),  the
Company shall promptly appoint a successor Trustee.

                  A successor Trustee shall deliver a written  acceptance of its
appointment  to  the  retiring  Trustee  and  to  the  Company.   Thereupon  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
under  this  Indenture.  The  successor  Trustee  shall  mail  a  notice  of its
succession to Securityholders.  The retiring Trustee shall promptly transfer all
property  held by it as Trustee to the  successor  Trustee,  subject to the lien
provided for in Section 7.07.

                  If a successor  Trustee  does not take  office  within 60 days
after the retiring  Trustee resigns or is removed,  the retiring  Trustee or the
Holders of 10% in aggregate  principal amount of the Securities then outstanding
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

                  If  the  Trustee  fails  to  comply  with  Section  7.10,  any
Securityholder  who has been a bona fide  Holder of a Security  for at least six
months may petition any court of competent  jurisdiction  for the removal of the
Trustee and the appointment of a successor Trustee.

                  Notwithstanding  the  replacement  of the Trustee  pursuant to
this Section,  the Company's  obligations  under Section 7.07 shall continue for
the benefit of the retiring Trustee.

<PAGE>

                                                                              83


                  SECTION  7.09.  Successor  Trustee by Merger.  If the  Trustee
                                  ----------------------------
consolidates  with,  merges or converts into, or transfers all or  substantially
all its corporate  trust business or assets to,  another  corporation or banking
association,  the  resulting,  surviving or  transferee  corporation  or banking
association without any further act shall be the successor Trustee.

                  In case at the time such  successor or  successors  by merger,
conversion or  consolidation  to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities  shall have been  authenticated  but not
delivered,  any such  successor  to the  Trustee  may adopt the  certificate  of
authentication  of any  predecessor  trustee,  and deliver  such  Securities  so
authenticated;  and in case at that  time any of the  Securities  shall not have
been  authenticated,  any such  successor to the Trustee may  authenticate  such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture  provided
that the certificate of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
                                -----------------------------
at all times satisfy the requirements of TIA ss. 310(a).  The Trustee shall have
(or, in the case of a corporation included in a bank holding company system, the
related bank holding  company  shall have) a combined  capital and surplus of at
least  $50,000,000  as set forth in its (or its related bank holding  company's)
most recent published annual report of condition.  The Trustee shall comply with
TIA ss. 310(b), subject to the penultimate paragraph thereof; provided, however,
                                                              --------  -------
that  there  shall be  excluded  from the  operation  of TIA ss.  310(b)(1)  any
indenture or indentures under which other securities or certificates of interest
or  participation  in other  securities  of the Company are  outstanding  if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

                  SECTION  7.11.   Preferential  Collection  of  Claims  Against
                                   ---------------------------------------------
Company.  The Trustee shall comply with TIA ss.  311(a),  excluding any creditor
-------
relationship  listed in TIA ss.  311(b).  A  Trustee  who has  resigned  or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.



                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance
                       ----------------------------------

<PAGE>

                                                                              84


SECTION 8.01.  Discharge of Liability on Securities;  Defeasance.
               -------------------------------------------------

                  (a)  When  (i)  the  Company   delivers  to  the  Trustee  all
         outstanding  Securities  (other than  Securities  replaced  pursuant to
         Section 2.07) for cancellation or (ii) all outstanding  Securities have
         become  due and  payable,  whether  at  maturity  or as a result of the
         mailing  of a notice of  redemption  pursuant  to  Article  III and the
         Company  irrevocably  deposits with the Trustee funds sufficient to pay
         at maturity or upon  redemption all outstanding  Securities,  including
         interest  thereon to  maturity  or such  redemption  date  (other  than
         Securities  replaced  pursuant to Section 2.07),  and if in either case
         the Company pays all other sums payable hereunder by the Company,  then
         this  Indenture  shall,  subject  to  Section  8.01(c),  cease to be of
         further  effect.   The  Trustee  shall  acknowledge   satisfaction  and
         discharge of this Indenture on demand of the Company  accompanied by an
         Officers'  Certificate  and an Opinion  of Counsel  and at the cost and
         expense of the Company.

                  (b) Subject to Sections  8.01(c) and 8.02,  the Company at any
         time may terminate (i) all of its obligations  under the Securities and
         this  Indenture  ("legal  defeasance  option") or (ii) its  obligations
         under Sections 4.03,  4.04,  4.05,  4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
         and 4.12 and the operation of Sections  6.01(5),  6.01(6),  6.01(7) and
         6.01(8)  (but,  in the case of Sections  6.01(6) and (7),  with respect
         only to  Significant  Subsidiaries)  and the  limitations  contained in
         clause (e) of Article 5 ("covenant defeasance option"). The Company may
         exercise its legal defeasance option notwithstanding its prior exercise
         of its covenant defeasance option.

                  If the Company exercises its legal defeasance option,  payment
         of the  Securities  may  not be  accelerated  because  of an  Event  of
         Default.  If the Company  exercises  its  covenant  defeasance  option,
         payment of the Securities may not be accelerated because of an Event of
         Default specified in Sections 6.01(4) (with respect to the covenants of
         Article IV identified in the immediately preceding paragraph), 6.01(5),
         6.01(6),   6.01(7)  or  6.01(8)  (with  respect  only  to   Significant
         Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of
         the failure of the Company to comply with the limitations  contained in
         clause (e) of Article 5.

                  Upon  satisfaction of the conditions set forth herein and upon
         request of the Company,  the Trustee shall  acknowledge  in writing the
         discharge of those obligations that the Company terminates.

<PAGE>

                                                                              85


                  (c)  Notwithstanding  clauses (a) and (b) above, the Company's
         obligations in Sections 2.04,  2.05,  2.06,  2.07, 7.07, 7.08, 8.05 and
         8.06  shall  survive  until  the  Securities  have  been  paid in full.
         Thereafter,  the Company's  obligations in Sections 7.07 and 8.05 shall
         survive such satisfaction or discharge.

                  SECTION   8.02.   Conditions  to   Defeasance.   The  Company
                                    ---------------------------
may  exercise  its  legal defeasance option or its covenant defeasance option
only if:

                       (1) the  Company  irrevocably  deposits in trust with the
                  Trustee money or U.S.  Government  Obligations for the payment
                  of principal of and interest on the  Securities to maturity or
                  redemption, as the case may be;

                       (2) the Company  delivers  to the  Trustee a  certificate
                  from a nationally  recognized firm of independent  accountants
                  expressing  their  opinion that the payments of principal  and
                  interest  when due and without  reinvestment  on the deposited
                  U.S.  Government  Obligations plus any deposited money without
                  investment will provide cash at such times and in such amounts
                  as will be  sufficient  to pay principal and interest when due
                  on all the Securities to maturity or  redemption,  as the case
                  may be;

                       (3) 123 days pass  after the  deposit  is made and during
                  the 123-day period no Default  specified in Section 6.01(6) or
                  (7) occurs  with  respect to the  Company or any other  Person
                  making  the  deposit  that  is  continuing  at the  end of the
                  period;

                       (4) the deposit does not  constitute a default  under any
                  other agreement or instrument binding on the Company;

                       (5) the  Company  delivers  to the  Trustee an Opinion of
                  Counsel  to the  effect  that  the  trust  resulting  from the
                  deposit does not  constitute,  or is qualified as, a regulated
                  investment company under the Investment Company Act of 1940;

                       (6) in the  case  of the  legal  defeasance  option,  the
                  Company  shall  have  delivered  to the  Trustee an Opinion of
                  Counsel  stating  that (i) the Company has received  from,  or
                  there has been  published by, the Internal  Revenue  Service a
                  ruling, or (ii) since the

<PAGE>

                                                                              86


                  date  of  this  Indenture  there  has  been  a  change  in the
                  applicable  Federal  income  tax law,  in  either  case to the
                  effect that,  and based  thereon such Opinion of Counsel shall
                  confirm that, the  Securityholders  will not recognize income,
                  gain or loss for  Federal  income tax  purposes as a result of
                  such  defeasance  and will be subject to Federal income tax on
                  the same amounts,  in the same manner and at the same times as
                  would have been the case if such defeasance had not occurred;

                       (7) in the case of the covenant  defeasance  option,  the
                  Company  shall  have  delivered  to the  Trustee an Opinion of
                  Counsel  to the  effect  that  the  Security-holders  will not
                  recognize income, gain or loss for Federal income tax purposes
                  as a result of such covenant defeasance and will be subject to
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such covenant
                  defeasance had not occurred; and

                       (8) the  Company  delivers  to the  Trustee an  Officers'
                  Certificate  and an Opinion of Counsel,  each stating that all
                  conditions  precedent to the  defeasance  and discharge of the
                  Securities  as  contemplated  by this  Article  VIII have been
                  complied with.

                  Before or after a deposit,  the Company may make  arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III.

                  SECTION 8.03.  Application  of Trust Money.  The Trustee shall
                                 ---------------------------
 hold in trust money or U.S. Government  Obligations  deposited with it pursuant
 to this Article  VIII.  It shall apply the  deposited  money and the money from
 U.S.  Government  Obligations  through the Paying Agent and in accordance  with
 this Indenture to the payment of principal of and interest on the Securities.

                  SECTION 8.04. Repayment to Company. The Trustee and the Paying
                                --------------------
Agent shall  promptly  turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable  abandoned property law, the Trustee
and the Paying  Agent  shall pay to the Company  upon  request any money held by
them for the payment of principal or interest  that  remains  unclaimed  for two
years, and, thereafter,  Securityholders  entitled to the money must look to the
Company for payment as general creditors.

<PAGE>

                                                                              87


                  SECTION 8.05.  Indemnity for Government Obligations.  The
                                 ------------------------------------
Company shall pay and shall  indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S.  Government  Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
                                -------------
 unable to apply any money or U.S.  Government  Obligations  in accordance  with
 this Article VIII by reason of any legal  proceeding  or by reason of any order
 or judgment of any court or governmental  authority  enjoining,  restraining or
 otherwise  prohibiting such application,  the Company's  obligations under this
 Indenture  and the  Securities  shall be revived  and  reinstated  as though no
 deposit  had  occurred  pursuant  to this  Article  VIII until such time as the
 Trustee or Paying Agent is permitted to apply all such money or U.S. Government
 Obligations in accordance with this Article VIII; provided,  however,  that, if
                                                   --------   -------
 the Company has made any payment of interest on or principal of any  Securities
 because  of  the  reinstatement  of  its  obligations,  the  Company  shall  be
 subrogated  to the rights of the  Holders of such  Securities  to receive  such
 payment from the money or U.S.  Government  Obligations  held by the Trustee or
 Paying Agent.



                                   ARTICLE IX

                                   Amendments
                                   ----------


                  SECTION 9.01.  Without Consent of Holders.  The Company and
                                 --------------------------
the Trustee may amend this  Indenture  or the  Securities  without  notice to or
consent of any Securityholder:

                       (1)  to  cure  any   ambiguity,   omission,   defect   or
                  inconsistency;

                       (2) to comply with Article V;

                       (3) to provide for uncertificated  Securities in addition
                  to or in place of certificated Securities;  provided, however,
                                                              --------  -------
                  that the  uncertificated  Securities  are issued in registered
                  form for purposes of Section 163(f) of the Code or in a manner
                  such  that the  uncertificated  Securities  are  described  in
                  Section 163(f)(2)(B) of the Code;

                       (4) to add Guarantees with respect to the Securities;

<PAGE>

                                                                              88


                       (5) to secure the Securities,  to add to the covenants of
                  the Company for the benefit of the Holders or to surrender any
                  right or power herein conferred upon the Company;

                       (6)  to  comply  with  any  requirements  of  the  SEC in
                  connection with qualifying,  or maintaining the  qualification
                  of, this Indenture under the TIA;

                       (7) to make any change that does not adversely affect the
                  rights of any Securityholder; or

                       (8) to provide for the issuance of additional  Securities
                  in accordance with the Indenture.

                  After an amendment under this Section becomes  effective,  the
Company  shall  mail  to   Securityholders  a  notice  briefly  describing  such
amendment. The failure to give such notice to all Securityholders, or any defect
therein,  shall not impair or affect the  validity  of an  amendment  under this
Section.

                  SECTION  9.02.  With  Consent of Holders.  The Company and the
                                  ------------------------
 Trustee  may amend  this  Indenture  or the  Securities  without  notice to any
 Securityholder  but with  the  written  consent  of the  Holders  of at least a
 majority in  aggregate  principal  amount of the  Securities  then  outstanding
 (including  consents  obtained in  connection  with a tender  offer or exchange
 offer for the Securities).  However, without the consent of each Securityholder
 affected thereby, an amendment may not:

                       (1) reduce the amount of  Securities  whose  Holders must
                  consent to an amendment;

                       (2) reduce the rate of or extend the time for  payment of
                  interest on any Security;

                       (3) reduce the principal of or extend the Stated Maturity
                  of any Security;

                       (4) impair the right of any Holder to receive  payment of
                  principal of and interest on such  Holder's  Securities  on or
                  after  the due dates  therefor  or to  institute  suit for the
                  enforcement of any payment on or with respect to such Holder's
                  Securities;

                       (5) reduce  the amount  payable  upon the  redemption  or
                  repurchase of any Security under Article III or

<PAGE>

                                                                              89


                  Section  4.07 or 4.12,  change the time at which any  Security
                  may be redeemed in  accordance  with  Article  III, or, at any
                  time after a Change of  Control  or Asset  Sale has  occurred,
                  change  the time at  which  any  Change  of  Control  Offer or
                  Prepayment  Offer must be made or at which the Securities must
                  be  repurchased  pursuant to such  Change of Control  Offer or
                  Prepayment Offer;

                       (6) make any  Security  payable in money  other than that
                  stated in the Security;

                       (7)  release  any  security  interest  that may have been
                  granted in favor of the  Holders  other than  pursuant  to the
                  terms of the agreement granting that security interest;

                       (8) make any change in Section 6.04 or 6.07 or the second
                  sentence of this Section; or

                       (9) subordinate the Securities to any other obligation of
                  the Company

                  It shall not be necessary for the consent of the Holders under
                  this  Section to approve the  particular  form of any proposed
                  amendment, but it shall be sufficient if such consent approves
                  the substance thereof.

                  After an amendment under this Section becomes  effective,  the
                  Company  shall  mail  to   Securityholders  a  notice  briefly
                  describing such amendment.  The failure to give such notice to
                  all Securityholders,  or any defect therein,  shall not impair
                  or affect the validity of an amendment under this Section.

                  SECTION 9.03.  Compliance  with Trust  Indenture Act. Every
                                 -------------------------------------
amendment to this Indenture or the Securities  shall comply with the TIA as then
in effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
                                ---------------------------------------------
consent to an  amendment  or a waiver by a Holder of a  Security  shall bind the
Holder and every  subsequent  Holder of that Security or portion of the Security
that  evidences  the same  debt as the  consenting  Holder's  Security,  even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security  or portion  of the  Security  if the  Trustee  receives  the notice of
revocation before the date the amendment or waiver becomes  effective.  After an
amendment or waiver becomes effective,  it shall bind every  Securityholder.  An
amendment or waiver becomes effective

<PAGE>

                                                                              90


upon the execution of such amendment or waiver by the Trustee.

                  The Company may,  but shall not be obligated  to, fix a record
date for the purpose of determining the  Securityholders  entitled to give their
consent or take any other action  described above or required or permitted to be
taken   pursuant  to  this   Indenture.   If  a  record  date  is  fixed,   then
notwithstanding  the  immediately  preceding  paragraph,  those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those  Persons,  shall be entitled to give such consent or to revoke any consent
previously  given or to take  any  such  action,  whether  or not  such  Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 9.05.  Notation on or Exchange of Securities.  If an
                                 -------------------------------------
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver such  Security to the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return such
Security  to the  Holder.  Alternatively,  if the  Company  or  the  Trustee  so
determines, the Company in exchange for the Security shall issue and the Trustee
shall  authenticate a new Security that reflects the changed  terms.  Failure to
make the  appropriate  notation or to issue a new Security  shall not affect the
validity of such amendment.

                  SECTION 9.06.  Trustee To Sign  Amendments.  The Trustee shall
                                 ---------------------------
 sign any amendment authorized pursuant to this Article IX if the amendment does
 not  adversely  affect the rights,  duties,  liabilities  or  immunities of the
 Trustee.  If it does,  the  Trustee  may but need not sign it. In signing  such
 amendment  the  Trustee  shall be  entitled  to  receive  indemnity  reasonably
 satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
 protected in relying upon, an Officers'  Certificate  and an Opinion of Counsel
 stating that such amendment is authorized or permitted by this Indenture.

                  SECTION 9.07. Payment for Consent. Neither the Company nor any
                                -------------------
Affiliate of the Company shall, directly or indirectly,  pay or cause to be paid
any consideration,  whether by way of interest, fee or otherwise,  to any Holder
for or as an inducement to any consent,  waiver or amendment of any of the terms
or provisions of this Indenture or the Securities  unless such  consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in

<PAGE>

                                                                              91


the time frame set forth in  solicitation  documents  relating to such  consent,
waiver or agreement.



                                    ARTICLE X

                                  Miscellaneous
                                  -------------


                  SECTION 10.01. Trust Indenture Act Controls.  If any provision
                                 ----------------------------
of this Indenture limits,  qualifies or conflicts with another provision that is
required to be included in this  Indenture by the TIA,  the  required  provision
shall control.

                  SECTION 10.02.  Notices.  Any notice or communication shall be
                                  -------
 in writing and  delivered  in person or mailed by  first-class  mail or sent by
 facsimile (with a hard copy delivered in person or by mail promptly thereafter)
 and addressed as follows:

                 if to the Company:

                 Levi Strauss & Co. Levi's Plaza 1155 Battery Street
                 San Francisco, CA 94111 Facsimile: (415) 501-7650

                 Attention of:  Legal Department

                 if to the Trustee:

                 Citibank, N.A.,
                 111 Wall Street, 14th Floor New York, NY 10005

                 Attention of: Citibank Agency and Trust Services


                  The  Company  or  the  Trustee  by  notice  to the  other  may
 designate   additional  or  different   addresses  for  subsequent  notices  or
 communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration

<PAGE>

                                                                              92


books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed.

                  Failure to mail a notice or  communication to a Securityholder
or any  defect in it shall not  affect  its  sufficiency  with  respect to other
Securityholders.  If a notice or  communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION  10.03.  Communication  by Holders with Other Holders.
                                   --------------------------------------------
Securityholders   may  communicate   pursuant  to  TIA  ss.  312(b)  with  other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

                  SECTION  10.04.  Certificate  and  Opinion  as  to  Conditions
                                   ---------------------------------------------
Precedent. Upon any request or application by the Company to the Trustee to take
---------
or refrain  from  taking any action  under this  Indenture,  the  Company  shall
furnish to the Trustee:

                       (1)  an  Officers'  Certificate  in  form  and  substance
                  reasonably  satisfactory  to the Trustee  stating that, in the
                  opinion of the  signers,  all  conditions  precedent,  if any,
                  provided for in this Indenture relating to the proposed action
                  have been complied with; and

                       (2)  an  Opinion   of  Counsel  in  form  and   substance
                  reasonably  satisfactory  to the Trustee  stating that, in the
                  opinion of such counsel,  all such  conditions  precedent have
                  been complied with.

                  SECTION 10.05.  Statements Required in Certificate or Opinion.
                                  ---------------------------------------------
Each  certificate  or opinion  with  respect to  compliance  with a covenant  or
condition provided for in this Indenture shall include:

                       (1)  a  statement   that  the   individual   making  such
                  certificate or opinion has read such covenant or condition;

                       (2) a brief  statement  as to the nature and scope of the
                  examination  or  investigation  upon which the  statements  or
                  opinions contained in such certificate or opinion are based;

<PAGE>

                                                                              93


                       (3) a statement that, in the opinion of such  individual,
                  he has made such  examination or investigation as is necessary
                  to enable him to express an informed  opinion as to whether or
                  not such covenant or condition has been complied with; and

                       (4) a  statement  as to whether or not, in the opinion of
                  such individual,  such covenant or condition has been complied
                  with.

                  SECTION 10.06.  When  Securities  Disregarded.  In determining
                                  -----------------------------
whether  the  Holders  of the  required  principal  amount  of  Securities  have
concurred in any direction,  waiver or consent,  Securities owned by the Company
or by any Person  directly or indirectly  controlling  or controlled by or under
direct or indirect  common  control with the Company  shall be  disregarded  and
deemed not to be  outstanding,  except  that,  for the  purpose  of  determining
whether the Trustee shall be protected in relying on any such direction,  waiver
or consent,  only  Securities  that the  Trustee  knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION 10.07.  Rules by Trustee,  Paying Agent and Registrar.
                                  ---------------------------------------------
The  Trustee  may  make  reasonable   rules  for  action  by  or  a  meeting  of
Securityholders.  The  Registrar and the Paying Agent or  co-registrar  may make
reasonable rules for their functions.

                  SECTION  10.08.  Legal  Holidays.   A  "Legal  Holiday"  is  a
                                   ---------------
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York.  If a payment  date is a Legal  Holiday,  payment
shall be made on the next  succeeding  day that is not a Legal  Holiday,  and no
interest shall accrue for the intervening  period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                  SECTION   10.09.   Governing   Law.  THIS  INDENTURE  AND  THE
                                     ---------------
SECURITIES  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT  GIVING  EFFECT TO  APPLICABLE  PRINCIPLES  OF
CONFLICTS  OF LAW TO THE  EXTENT  THAT THE  APPLICATION  OF THE LAWS OF  ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 10.10.  No Recourse Against Others.  A director,
                                  --------------------------
officer,  employee or  stockholder,  as such,  of the Company shall not have any
liability  for any  obligations  of the  Company  under the  Securities  or this
Indenture or for any claim based on, in respect of or by reason of such

<PAGE>

                                                                              94


obligations  or their  creation.  By accepting a Security,  each  Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION  10.11.  Successors.  All  agreements of the Company
                                   ----------
in this Indenture and the Securities  shall bind its successors.  All agreements
of the Trustee in this Indenture shall bind its successors.

                  SECTION 10.12.  Multiple Originals.  The parties may sign any
                                  ------------------
number of copies of this Indenture.  Each signed copy shall be an original,  but
all of them together represent the same agreement.  One signed copy is enough to
prove this Indenture.

                  SECTION  10.13.  Table of  Contents;  Headings.  The  table of
                                   -----------------------------
contents,  cross-reference  sheet and  headings of the  Articles and Sections of
this  Indenture have been inserted for  convenience  of reference  only, are not
intended to be  considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

                                                                              95


                  IN WITNESS WHEREOF,  the parties have caused this Indenture to
be duly executed as of the date first written above.


                                      LEVI STRAUSS & CO.,


                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:




                                      CITIBANK, N.A.,


                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:



<PAGE>


                                                                      APPENDIX A


                    PROVISIONS RELATING TO INITIAL SECURITIES
                    -----------------------------------------
                             AND EXCHANGE SECURITIES
                             -----------------------


         1.    Definitions
               -----------

         1.1   Definitions

         For the purposes of this Appendix A the following  terms shall have the
meanings indicated below:

               "Clearstream" means Clearstream Banking,  S.A., formerly known as
Cedel Bank, S.A., or any successor securities clearing agency.

               "Definitive  Security" means a certificated  Initial  Security or
Exchange  Security  or Private  Exchange  Security  bearing,  if  required,  the
restricted securities legend set forth in Section 2.3(d).

               "Depository" means The Depository Trust Company, its nominees and
their respective successors.

               "Distributed  Compliance Period", with respect to any Securities,
means the period of 40 consecutive  days beginning on and including the later of
(i) the day on which such  Securities  are first  offered to persons  other than
distributors  (as defined in Regulation S under the Securities  Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

               "Exchange  Securities" means the 11 5/8% Senior Notes due 2008 to
be issued  pursuant to the  Indenture in connection  with a Registered  Exchange
Offer pursuant to the Registration Agreement.

               "Euroclear"  means  Morgan  Guaranty  Trust  Company  of New York
(Brussels office) as operator of the Euroclear Clearance System or any successor
securities clearing agency.

               "Euro  Notes"  means the  Company's 11 5/8% Senior Notes due 2008
denominated in euros and issued  pursuant to an indenture  dated the date hereof
between the Company and Citibank, N.A. as trustee.

               "IAI" means an institutional  "accredited  investor" as described
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

<PAGE>

                                                                               2


               "Initial  Purchasers"  means Salomon  Smith Barney Inc.,  Banc of
America  Securities  LLC, Scotia Capital (USA) Inc.,  Chase  Securities Inc. and
Banc One Capital Markets, Inc.

               "Initial  Securities" means the 11 5/8% Senior Notes due 2008, to
be issued  from time to time,  in one or more  series  as  provided  for in this
Indenture.

               "Issue Date Euro Notes" means Euro Notes issued on the first date
on which the Euro Notes are initially issued.

               "Original  Securities" means Initial  Securities in the aggregate
principal amount of $380.0 million issued on January 18, 2001.

               "Private  Exchange"  means the offer by the Company,  pursuant to
Section 2 of the  Registration  Agreement dated January 18, 2001, or pursuant to
any similar provision of any other Registration  Agreement, to issue and deliver
to certain  purchasers,  in  exchange  for the Initial  Securities  held by such
purchasers as part of their initial  distribution,  a like  aggregate  principal
amount of Private Exchange Securities.

               "Private Exchange  Securities" means the 11 5/8% Senior Notes due
2008 to be  issued  pursuant  to this  Indenture  in  connection  with a Private
Exchange pursuant to a Registration Agreement.

               "Purchase  Agreement" means the Purchase  Agreement dated January
12, 2001, among the Company and the Initial Purchasers  relating to the Original
Securities,  or any  similar  agreement  relating  to any future sale of Initial
Securities by the Company.

               "QIB" means a "qualified  institutional buyer" as defined in Rule
144A.

               "Registered  Exchange  Offer"  means  the  offer by the  Company,
pursuant to a Registration  Agreement, to certain Holders of Initial Securities,
to issue and deliver to such Holders, in exchange for the Initial Securities,  a
like aggregate  principal  amount of Exchange  Securities  registered  under the
Securities Act.

               "Registration  Agreement" means the Registration Rights Agreement
dated January 18, 2001, among the Company and the Initial Purchasers relating to
the Original  Securities,  or any similar  agreement  relating to any additional
Initial Securities.

<PAGE>

                                                                               3


               "Rule 144A Securities" means all Initial  Securities  offered and
sold to QIBs in reliance on Rule 144A.

               "Securities"  means  the  Initial  Securities  and  the  Exchange
Securities, treated as a single class.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Securities  Custodian"  means the  custodian  with  respect to a
Global  Security  (as  appointed  by the  Depository)  or any  successor  person
thereto, who shall initially be the Trustee.

               "Shelf  Registration  Statement"  means a registration  statement
issued  by the  Company  in  connection  with  the  offer  and  sale of  Initial
Securities  or  Private  Exchange   Securities   pursuant  to  the  Registration
Agreement.

               "Transfer Restricted  Securities" means Definitive Securities and
any other  Securities  that bear or are required to bear the legend set forth in
Section 2.3(d) hereto.

               "U.S.  Dollar  Equivalent"  means with  respect  to any  monetary
amount in a currency  other  than U.S.  dollars,  at any time for  determination
thereof, the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S.  dollars with the applicable  foreign  currency as published in THE WALL
STREET  JOURNAL in the  "Exchange  Rates"  column  under the  heading  "Currency
Trading"  on the  date  two  Business  Days  prior  to  such  determination.  In
determining  the  aggregate  principal  amount of Euro Notes  outstanding,  such
amount will be treated as the U.S. Dollar  Equivalent  determined as of the date
of issuance of such Euro Notes.

         1.2   Other Definitions
               -----------------

                                                                Defined in
         Term                                                    Section:
         ----                                                   ----------

"Agent Members"                                                   2.1(b)
"Global  Security"                                                2.1(a)
"IAI Global Security"                                             2.1(a)
"Regulation S"                                                    2.1
"Rule 144A"                                                       2.1
"Rule 144A Global Security"                                       2.1(a)
"Regulation S Global Security"                                    2.1(a)

<PAGE>

                                                                               4


         2.    The Securities
               --------------

         2.1   Form and Dating
               ---------------

                  The  Initial  Securities  will  be  offered  and  sold  by the
Company,  from time to time,  pursuant to one or more Purchase  Agreements.  The
Initial  Securities  will be resold  initially  only to QIBs in reliance on Rule
144A under the  Securities  Act ("Rule  144A") and in reliance on  Regulation  S
under the Securities Act ("Regulation S"). Initial  Securities may thereafter be
transferred to, among others,  QIBs,  purchasers in reliance on Regulation S and
IAIs under Rule 501(a)(1),  (2), (3) or (7) under the Securities Act, subject to
the restrictions on transfer set forth herein.

                  (a) Global  Securities.  Initial  Securities  initially resold
                      ------------------
pursuant  to Rule  144A  shall be  issued  initially  in the form of one or more
permanent global Securities in definitive,  fully registered form (collectively,
the "Rule 144A Global Security"),  Initial Securities  initially resold pursuant
to  Regulation  S shall be issued  initially  in the form of one or more  global
securities  (collectively,  the "Regulation S Global  Security") and, subject to
Section 2.4 hereof,  Initial  Securities  transferred  subsequent to the initial
resale  thereof  to IAIs  shall be issued  initially  in the form of one or more
permanent global securities in definitive,  fully registered form (collectively,
the "IAI Global  Security"),  in each case without interest coupons and with the
global securities legend and restricted securities legend set forth in Exhibit 1
hereto,  which shall be  deposited  on behalf of the  purchasers  of the Initial
Securities represented thereby with the Securities Custodian,  and registered in
the name of the Depository or a nominee of the Depository,  duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. The Rule
144A Global  Security,  IAI Global Security and Regulation S Global Security are
collectively  referred to herein as "Global Securities." The aggregate principal
amount of the Global  Securities may from time to time be increased or decreased
by  adjustments  made on the records of the Trustee  and the  Depository  or its
nominee as hereinafter provided.

                  (b) Book-Entry  Provisions.  This Section  2.1(b) shall apply
                      ----------------------
 only to a Global Security deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
 with this Section 2.1(b) and pursuant to an order of the Company,  authenticate
 and  deliver  initially  one or  more  Global  Securities  that  (a)  shall  be
 registered in the name of

<PAGE>

                                                                               5


 the Depository for such Global Security or Global  Securities or the nominee of
 such Depository and (b) shall be delivered by the Trustee to such Depository or
 pursuant to such Depository's instructions or held by the Trustee as Securities
 Custodian.

                  Members  of,  or  participants  in,  the  Depository   ("Agent
 Members")  shall have no rights under this Indenture with respect to any Global
 Security held on their behalf by the Depository or by the Trustee as Securities
 Custodian or under such Global  Security,  and the Depository may be treated by
 the  Company,  the  Trustee  and any agent of the Company or the Trustee as the
 absolute   owner  of  such  Global   Security  for  all  purposes   whatsoever.
 Notwithstanding  the foregoing,  nothing herein shall prevent the Company,  the
 Trustee or any agent of the  Company or the Trustee  from giving  effect to any
 written certification, proxy or other authorization furnished by the Depository
 or impair,  as between the Depository  and its Agent Members,  the operation of
 customary practices of such Depository  governing the exercise of the rights of
 a holder of a beneficial interest in any Global Security.

                  (c) Definitive  Securities.  Except as  provided  in Section
                      ----------------------
2.3 or 2.4,  owners of  beneficial  interests in Global  Securities  will not be
entitled to receive physical delivery of Definitive Securities.

         2.2   Authentication. The Trustee shall  authenticate and deliver:  (1)
               --------------
Original  Securities  for  original  issue in an aggregate  principal  amount of
$380.0 million,  (2) additional  Initial  Securities,  if and when issued, in an
aggregate  principal  amount of up to (x) $350.0  million less (y) the aggregate
principal amount (on a U.S. Dollar Equivalent basis) of any Euro Notes issued by
the Company that are not Issue Date Euro Notes, and (3) the Exchange  Securities
or Private Exchange  Securities for issue only in a Registered Exchange Offer or
a Private Exchange, respectively,  pursuant to the Registration Agreement, for a
like principal amount of Initial Securities or Private Exchange  Securities,  as
applicable,  upon a written order of the Company signed by two Officers or by an
Officer and either an  Assistant  Treasurer  or an  Assistant  Secretary  of the
Company.   Such  order  shall  specify  the  amount  of  the  Securities  to  be
authenticated  and the date on which the original  issue of  Securities is to be
authenticated  and  whether  the  Securities  are to be  Initial  Securities  or
Exchange Securities. The aggregate principal amount of Securities outstanding at
any time may not exceed  (x) $850.0  million  less (y) the  aggregate  principal
amount  (on a U.S.  Dollar  Equivalent  basis) of any Euro  Notes  issued by the
Company, except as provided in Section 2.08 of this Indenture.

<PAGE>

                                                                               6


         2.3   Transfer and Exchange.
               ---------------------

                  (a)  Transfer and Exchange of Definitive Securities.  When
         Definitive Securities are presented to the Registrar or a co-registrar
         with a request:

                  (x) to register the transfer of such Definitive Securities; or

                  (y) to  exchange  such  Definitive  Securities  for  an  equal
         principal  amount of  Definitive Securities of other authorized
denominations,

the Registrar or  co-registrar  shall register the transfer or make the exchange
as  requested  if its  reasonable  requirements  for such  transaction  are met;
provided,  however, that the Definitive  Securities  surrendered for transfer or
exchange:

                  (i)  shall  be  duly  endorsed  or  accompanied  by a  written
         instrument of transfer in form  reasonably  satisfactory to the Company
         and the Registrar or co-registrar,  duly executed by the Holder thereof
         or his attorney duly authorized in writing; and

                  (ii) if such Definitive Securities bear a restricted
         securities legend, they are being transferred or exchanged pursuant to
         an effective registration statement under the Securities Act or
         pursuant to clause (A), (B) or (C) below, and are accompanied by the
         following additional information and documents, as applicable:

                           (A) if such Definitive Securities are being delivered
                  to the Registrar by a Holder for  registration  in the name of
                  such  Holder,  without  transfer,  a  certification  from such
                  Holder to that effect; or

                           (B)  if such Definitive Securities are being
                      transferred to the Company, a certification to that
                      effect; or

                           (C)  if  such   Definitive   Securities   are   being
                  transferred  pursuant to an  exemption  from  registration  in
                  accordance  with  Rule 144  under the  Securities  Act,  (i) a
                  certification  to  that  effect  and  (ii) if the  Company  so
                  requests,  an opinion of counsel or other evidence  reasonably
                  satisfactory to it as to the compliance with the  restrictions
                  set forth in the legend set forth in Section 2.3(d)(i).

<PAGE>

                                                                               7


                  (b) Transfer and Exchange of Global Securities.
                      ------------------------------------------

                  (i) The  transfer  and  exchange  of Global  Securities  or
beneficial  interests  therein  shall be  effected  through the  Depository,  in
accordance with this Indenture  (including  applicable  restrictions on transfer
set forth herein,  if any) and the  procedures  of the  Depository  therefor.  A
transferor of a beneficial interest in a Global Security shall deliver a written
order  given  in  accordance  with  the   Depository's   procedures   containing
information  regarding the participant  account of the Depository to be credited
with a beneficial  interest in the Global  Security  and such  account  shall be
credited in accordance with such instructions with a beneficial  interest in the
Global  Security  and the  account of the Person  making the  transfer  shall be
debited by an amount  equal to the  beneficial  interest in the Global  Security
being  transferred.  In the case of a transfer  of a  beneficial  interest  in a
Global  Security to an IAI, the  transferee  must furnish a signed letter to the
Trustee containing certain representations and agreements in the form of Exhibit
C hereto.

                  (ii) If the proposed transfer is a transfer of a beneficial
interest in one Global  Security  to a  beneficial  interest  in another  Global
Security,  the Registrar  shall reflect on its books and records the date and an
increase in the principal  amount of the Global  Security to which such interest
is being  transferred in an amount equal to the principal amount of the interest
to be so  transferred,  and the Registrar shall reflect on its books and records
the date and a  corresponding  decrease  in the  principal  amount of the Global
Security from which such interest is being transferred.

                  (iii)  Notwithstanding  any other  provisions  of this
Appendix A (other than the  provisions  set forth in Section 2.4), a Global
Security may not be transferred as a whole except by the Depository to a
nominee of the Depository or by a nominee  of the  Depository to the
Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository.

                  (iv) In the event that a Global  Security is exchanged  for
Definitive  Securities  pursuant to Section 2.4 prior to the  consummation  of a
Registered Exchange Offer or the effectiveness of a Shelf Registration Statement
with  respect to such  Securities,  such  Securities  may be  exchanged  only in
accordance with such procedures as are substantially consistent with the

<PAGE>

                                                                               8


 provisions of this Section 2.3 (including the  certification  requirements  set
 forth on the  reverse of the  Initial  Securities  intended to ensure that such
 transfers  comply  with  Rule  144A,  Regulation  S or  such  other  applicable
 exemption from  registration  under the Securities Act, as the case may be) and
 such other procedures as may from time to time be adopted by the Company.

                  (c) Legend.

                  (i) Except as permitted by the  following  paragraphs  (ii),
(iii) and (iv),  each  certificate  evidencing  the  Global  Securities  and the
Definitive  Securities  (and all  Securities  issued in exchange  therefor or in
substitution thereof) shall bear a legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES  ACT"). THE HOLDER HEREOF,  BY PURCHASING THIS NOTE, AGREES FOR
THE  BENEFIT  OF THE  COMPANY  THAT  THIS  NOTE MAY NOT BE  RESOLD,  PLEDGED  OR
OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF
(OR ANY PREDECESSOR  SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE
OF THE COMPANY AT ANY TIME DURING THE THREE  MONTHS  PRECEDING  THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE
IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"),  TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS  A  QUALIFIED
INSTITUTIONAL  BUYER  WITHIN  THE  MEANING OF RULE 144A  PURCHASING  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING MADE IN RELIANCE ON
RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE
OF  TRANSFER ON THE REVERSE OF THIS  NOTE),  (3) IN AN OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH  REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
NOTE), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1),  (2), (3) OR (7) UNDER THE  SECURITIES  ACT (AS  INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
NOTE)  THAT  IS  ACQUIRING  THIS  NOTE  FOR  INVESTMENT  PURPOSES  AND  NOT  FOR
DISTRIBUTION,  AND A  CERTIFICATE  WHICH MAY BE OBTAINED FROM THE COMPANY OR THE
TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND TRUSTEE,  (5) PURSUANT
TO AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT PROVIDED BY RULE 144
(IF APPLICABLE) UNDER

<PAGE>

                                                                               9


THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES  ACT, IN EACH CASE IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES.  AN  INSTITUTIONAL  ACCREDITED  INVESTOR
HOLDING  THIS NOTE  AGREES  THAT IT WILL  FURNISH TO THE COMPANY AND THE TRUSTEE
SUCH  CERTIFICATES  AND OTHER  INFORMATION  AS THEY MAY  REASONABLY  REQUIRE  TO
CONFIRM  THAT ANY  TRANSFER  BY IT OF THIS  NOTE  COMPLIES  WITH  THE  FOREGOING
RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY  THAT IT IS (1) A QUALIFIED  INSTITUTIONAL  BUYER
WITHIN  THE  MEANING  OF  RULE  144A  OR  (2)  PURCHASING   FROM  A  PERSON  NOT
PARTICIPATING  IN THE INITIAL  DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR
SECURITY), THAT IT IS AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED
IN RULE  501(a)(1),  (2),  (3) OR (7)  UNDER THE  SECURITIES  ACT AND THAT IT IS
HOLDING  THIS NOTE FOR  INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION  OR (3) A
NON-U.S.  PERSON  OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION
S UNDER THE SECURITIES ACT."

Each Definitive Security will also bear the following additional legend:

"IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH  CERTIFICATES  AND OTHER  INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY  REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS."

                  (ii) Upon any sale or transfer of a Transfer Restricted
Security  (including any Transfer  Restricted  Security  represented by a Global
Security) pursuant to Rule 144 under the Securities Act:

                           (A) in the case of any Transfer  Restricted  Security
                  that is a Definitive Security,  the Registrar shall permit the
                  Holder thereof to exchange such Transfer  Restricted  Security
                  for a Security  that does not bear the legends set forth above
                  and rescind any  restriction  on the transfer of such Transfer
                  Restricted Security; and

                           (B) in the case of any Transfer  Restricted  Security
                  that is represented by a Global Security,  the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security  for a Security  that does not bear the  legends  set
                  forth

<PAGE>

                                                                              10


                  above and rescind any restriction on the transfer of such
                  Transfer Restricted Security,

in either case,  if the Holder  certifies in writing to the  Registrar  that its
request for such  exchange was made in reliance on Rule 144 (such  certification
to be in the form set forth on the reverse of the Initial Security).

                  (iii)  After a  transfer  of any  Initial  Securities  or
Private  Exchange  Securities,  as the case may be,  during  the  period  of the
effectiveness  of a Shelf  Registration  Statement  with respect to such Initial
Securities  or Private  Exchange  Securities,  all  requirements  pertaining  to
restricted  legends on such Initial Security or such Private  Exchange  Security
will cease to apply and an Initial Security or Private Exchange Security, as the
case may be, in global form without  restricted legends will be available to the
transferee  of the  beneficial  interests of such Initial  Securities or Private
Exchange Securities.  Upon the occurrence of any of the circumstances  described
in this  paragraph,  the Company will deliver an  Officers'  Certificate  to the
Trustee instructing the Trustee to issue Securities without restricted legends.

                  (iv) Upon the  consummation of a Registered  Exchange Offer
with respect to the Initial Securities pursuant to which certain Holders of such
Initial Securities are offered Exchange Securities in exchange for their Initial
Securities,  Exchange  Securities in global form without the restricted  legends
will be available to Holders or  beneficial  owners that  exchange  such Initial
Securities (or beneficial  interests therein) in such Registered Exchange Offer.
Upon the occurrence of any of the circumstances described in this paragraph, the
Company will deliver an Officers'  Certificate  to the Trustee  instructing  the
Trustee to issue Securities without restricted legends.

                  (d) Cancelation or Adjustment of Global Security. At such time
                      --------------------------------------------
as all beneficial  interests in a Global Security have either been exchanged for
Definitive Securities,  redeemed,  repurchased or canceled, such Global Security
shall be returned by the  Depository to the Trustee for  cancelation or retained
and  canceled  by the  Trustee.  At any time prior to such  cancelation,  if any
beneficial interest in a Global Security is exchanged for Definitive Securities,
redeemed,   repurchased  or  canceled,   the  principal   amount  of  Securities
represented by such Global Security shall be reduced and an adjustment  shall be
made on the books  and  records  of the  Trustee  (if it is then the  Securities
Custodian for such

<PAGE>

                                                                              11


Global  Security)  with respect to such Global  Security,  by the Trustee or the
Securities Custodian, to reflect such reduction.

                  (e) Obligations with Respect to Transfers and Exchanges of
                      ------------------------------------------------------
Securities.
----------

                  (i) To permit  registrations  of transfers and exchanges,  the
Company shall execute and the Trustee shall authenticate  Definitive  Securities
and Global Securities at the Registrar's or co-registrar's request.

                 (ii) No service  charge  shall be made for any  registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax,  assessments,  or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06,
4.08 and 9.05 of this Indenture).

                  (iii) The  Registrar  or  co-registrar  shall not be  required
to register the  transfer of or exchange of any Security for a period  beginning
15 days before the mailing of a notice of  redemption  or an offer to repurchase
Securities or 15 days before an interest payment date.

                  (iv) Prior to the due  presentation for registration of
transfer of any Security,  the Company,  the Trustee, the Paying Agent, the
Registraror any  co-registrar  may deem and treat the person in whose name a
Security is registered  as the absolute  owner of such Security for the purpose
of receiving payment of principal of and interest on such Security and for all
other purposes whatsoever,  whether or not such  Security is overdue,  and none
of the Company, the  Trustee,  the Paying  Agent,  the  Registrar or any
co-registrar  shall be affected by notice to the contrary.

                  (v) All  Securities  issued  upon  any  transfer  or  exchange
pursuant to the terms of this  Indenture  shall evidence the same debt and shall
be  entitled  to the  same  benefits  under  this  Indenture  as the  Securities
surrendered upon such transfer or exchange.

                  (f) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Security,  a member of, or a participant in the
Depository or any

<PAGE>

                                                                              12


other Person with respect to the  accuracy of the records of the  Depository  or
its  nominee  or of any  participant  or member  thereof,  with  respect  to any
ownership  interest in the  Securities  or with  respect to the  delivery to any
participant,   member,   beneficial  owner  or  other  Person  (other  than  the
Depository) of any notice  (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Securities. All notices
and  communications  to be given to the Holders  and all  payments to be made to
Holders  under  the  Securities  shall be given or made  only to the  registered
Holders  (which shall be the  Depository  or its nominee in the case of a Global
Security).  The  rights of  beneficial  owners in any Global  Security  shall be
exercised  only  through  the  Depository  subject to the  applicable  rules and
procedures of the Depository.  The Trustee may rely and shall be fully protected
in relying  upon  information  furnished by the  Depository  with respect to its
members, participants and any beneficial owners.

                  (ii) The Trustee shall have no obligation  or duty to monitor,
determine or inquire as to compliance with any  restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security  (including any transfers  between or among  Depository
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture,  and to examine the same to determine substantial  compliance
as to form with the express requirements hereof.

         2.4   Definitive Securities
               ---------------------

                  (a) A Global  Security  deposited  with the Depository or with
the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred
to the  beneficial  owners  thereof in the form of  Definitive  Securities in an
aggregate  principal  amount  equal  to the  principal  amount  of  such  Global
Security,  in exchange for such Global Security,  only if such transfer complies
with  Section  2.3  and (i)  the  Depository  notifies  the  Company  that it is
unwilling or unable to continue as a Depository  for such Global  Security or if
at any time the Depository ceases to be a "clearing agency" registered under the
Exchange Act, and a successor  Depository is not appointed by the Company within
90 days of such  notice,  or (ii) a Default or an Event of Default has  occurred
and is continuing or (iii) the Company, in its sole discretion,

<PAGE>

13


notifies  the  Trustee  in  writing  that it  elects to cause  the  issuance  of
Definitive Securities under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners  thereof  pursuant  to this  Section  2.4  shall  be  surrendered  by the
Depository to the Trustee,  to be so transferred,  in whole or from time to time
in part, without charge,  and the Trustee shall  authenticate and deliver,  upon
such  transfer  of each  portion of such  Global  Security,  an equal  aggregate
principal   amount  of  Definitive   Securities  of  authorized   denominations.
Definitive  Securities  issued in exchange for any portion of a Global  Security
transferred  pursuant  to this  Section  shall be  executed,  authenticated  and
delivered only in denominations of $1,000 and any integral  multiple thereof and
registered in such names as the Depository shall direct. Any Definitive Security
delivered in exchange for an interest in the Global  Security  shall,  except as
otherwise provided by Section 2.3(d), bear the restricted  securities legend set
forth in Exhibit 1 hereto.

                  (c) The  registered  Holder  of a Global  Security  may  grant
proxies and otherwise authorize any Person,  including Agent Members and Persons
that may hold interests through Agent Members,  to take any action that a Holder
is entitled to take under this Indenture or the Securities.

                  (d)  In  the  event  of the  occurrence  of any of the  events
specified in Section  2.4(a)(i),  (ii) or (iii),  the Company will promptly make
available  to the  Trustee a  reasonable  supply  of  Definitive  Securities  in
definitive, fully registered form without interest coupons.



<PAGE>


                                                                       EXHIBIT 1
                                                                   to APPENDIX A


                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]


                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK,  NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,  AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC  (AND ANY  PAYMENT  IS MADE TO CEDE & CO.,  OR TO SUCH  OTHER  ENTITY  AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS  OF  THIS  GLOBAL   SECURITY  SHALL  BE  LIMITED  TO
TRANSFERS  IN  WHOLE,  BUT NOT IN PART,  TO  NOMINEES  OF DTC OR TO A  SUCCESSOR
THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND  TRANSFERS  OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

                  THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES  ACT"). THE HOLDER HEREOF,  BY PURCHASING THIS
NOTE,  AGREES FOR THE BENEFIT OF THE  COMPANY  THAT THIS NOTE MAY NOT BE RESOLD,
PLEDGED OR  OTHERWISE  TRANSFERRED  (X) PRIOR TO THE SECOND  ANNIVERSARY  OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR  SECURITY  HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN AFFILIATE  OF THE COMPANY AT ANY TIME DURING THE THREE  MONTHS  PRECEDING
THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO
LONG AS THIS  NOTE IS  ELIGIBLE  FOR  RESALE  PURSUANT  TO RULE  144A  UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE SELLER REASONABLY  BELIEVES IS
A QUALIFIED  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM
NOTICE IS GIVEN  THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING  MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE  TRANSFEROR ON THE
CERTIFICATE  OF  TRANSFER  ON THE  REVERSE  OF THIS  NOTE),  (3) IN AN  OFFSHORE
TRANSACTION  IN  ACCORDANCE  WITH  REGULATION  S UNDER  THE  SECURITIES  ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE  REVERSE  OF  THIS  NOTE),  (4) TO AN  INSTITUTION  THAT  IS AN  "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE

<PAGE>

                                                                               2


CERTIFICATE  OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS
SECURITY FOR  INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION,  AND A CERTIFICATE
WHICH MAY BE  OBTAINED  FROM THE  COMPANY  OR THE  TRUSTEE IS  DELIVERED  BY THE
TRANSFEREE  TO  THE  COMPANY  AND  TRUSTEE,(5)  PURSUANT  TO AN  EXEMPTION  FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES  ACT, IN EACH CASE IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES.  AN  INSTITUTIONAL  ACCREDITED  INVESTOR
HOLDING  THIS NOTE  AGREES  THAT IT WILL  FURNISH TO THE COMPANY AND THE TRUSTEE
SUCH  CERTIFICATES  AND OTHER  INFORMATION  AS THEY MAY  REASONABLY  REQUIRE  TO
CONFIRM  THAT ANY  TRANSFER  BY IT OF THIS  NOTE  COMPLIES  WITH  THE  FOREGOING
RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY  THAT IT IS (1) A QUALIFIED  INSTITUTIONAL  BUYER
WITHIN  THE  MEANING  OF  RULE  144A  OR  (2)  PURCHASING   FROM  A  PERSON  NOT
PARTICIPATING  IN THE INITIAL  DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR
SECURITY), THAT IT IS AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED
IN RULE  501(a)(1),  (2),  (3) OR (7)  UNDER THE  SECURITIES  ACT AND THAT IT IS
HOLDING  THIS NOTE FOR  INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION  OR (3) A
NON-U.S.  PERSON  OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION
S UNDER THE SECURITIES ACT.


                         [Definitive Securities Legend]

 IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR AND
 TRANSFER AGENT SUCH  CERTIFICATES AND OTHER  INFORMATION AS SUCH TRANSFER AGENT
 MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
 RESTRICTIONS.



<PAGE>


                       [FORM OF FACE OF INITIAL SECURITY]



 No.                                                         [up to]3$__________

                          11 5/8% Senior Note due 2008

                                                       CUSIP No.[52736R AJ 1](1)
                                                                [U52799 AE 0](2)
                                                      ISIN No. [US52736RAJ14](1)
                                                               [USU52799AE03](2)
                                                  Common Code No. [012338678](1)
                                                                  [012338732](2)


                  LEVI STRAUSS & CO., a Delaware corporation, promises to pay to
[Cede   &   Co.]3,    or   registered    assigns,    the   principal   sum   [of
_____________________Dollars]4  [as set forth on the  Schedule of  Increases  or
Decreases annexed hereto](3)on January 15, 2008.

                  Interest Payment Dates:  January 15 and July 15.

                  Record Dates: January 1 and July 1.


















__________________

 1       Insert for Rule 144A Global Note.

 2       Insert for Reg. S Global Note.

 3       Insert for Global Securities.

 4       Insert for Definitive Securities.



<PAGE>

                                                                               2


                  Additional  provisions  of this  Security are set forth on the
other side of this Security.


                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                         LEVI STRAUSS & CO.,


                                         by
                                            ------------------------------------
                                            Name:
                                            Title:

                                         by
                                            ------------------------------------
                                            Name:
                                            Title:




TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:  January 18, 2001

CITIBANK, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by:
   ------------------------------
   Authorized Signatory



<PAGE>

                                                                               3


                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                          11 5/8% Senior Note due 2008


 1.  Interest
     --------

                  (a) LEVI  STRAUSS  &  CO.,  a  Delaware   corporation   (such
corporation,  and its  successors  and assigns under the  Indenture  hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
will  pay  interest  semiannually  on  January  15 and  July  15 of  each  year,
commencing  July 15, 2001.  Interest on the Securities will accrue from the most
recent date to which  interest  has been paid or, if no interest  has been paid,
from January 18, 2001. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.  The Company shall pay interest on overdue principal at
the rate borne by the Securities plus 1% per annum, and it shall pay interest on
overdue  installments  of  interest at the rate borne by the  Securities  to the
extent lawful.

                  (b) Special Interest.  The holder of this Security is entitled
                      ----------------
to the  benefits of a  Registration  Rights  Agreement,  dated as of January 18,
2001,  among the Company and the  Purchasers  named  therein (the  "Registration
Agreement"). Capitalized terms used in this paragraph (b) but not defined herein
have the meanings assigned to them in the Registration  Agreement.  In the event
that (i)  neither  the  Exchange  Offer  Registration  Statement  nor the  Shelf
Registration  Statement  has been filed with the  Commission  on or prior to the
60th day following the date of the original issuance of the Securities, (ii) the
Exchange  Offer  Registration  Statement has not been  declared  effective on or
prior to the  120th  day  following  the date of the  original  issuance  of the
Securities, (iii) neither the Registered Exchange Offer has been consummated nor
the Shelf Registration  Statement has been declared effective on or prior to the
150th day following the date of the original issuance of the Securities, or (iv)
after  the  Shelf  Registration  Statement  has been  declared  effective,  such
Registration Statement thereafter ceases to be effective or usable in connection
with  resales of the  Securities  at any time that the Company is  obligated  to
maintain the effectiveness thereof pursuant to the Registration  Agreement (each
such event  referred  to in clauses (i)  through  (iv) above  being  referred to
herein as a "Registration  Default"),  interest (the "Special  Interest")  shall
accrue (in addition to stated interest on the Securities) from and including the
date on which the first such  Registration  Default shall occur to but excluding
the date on which all Registration Defaults have

<PAGE>

                                                                               4


been cured,  at a rate per annum equal to 0.25% of the principal  amount of the
Securities;  provided, however, that such rate per annum shall increase by 0.25%
             --------  -------
per annum  from and  including  the 91st day after the first  such  Registration
Default  (and  each  successive  91st  day  thereafter)  unless  and  until  all
Registration  Defaults have been cured;  provided further,  however,  that in no
                                         -------- -------   -------
event shall the Special  Interest accrue at a rate in excess of 1.00% per annum.
The  Special  Interest  will be payable  in cash  semiannually  in arrears  each
January 15 and July 15.

 2.  Method of Payment
     -----------------

                  The  Company  will  pay  interest  on the  Securities  (except
defaulted  interest) to the Persons who are registered  Holders of Securities at
the close of  business on the January 1 or July 1 next  preceding  the  interest
payment date even if  Securities  are  canceled  after the record date and on or
before the interest payment date. Holders must surrender  Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United  States of  America  that at the time of payment is legal
tender for  payment  of public and  private  debts.  Payments  in respect of the
Securities  represented by a Global Security (including  principal,  premium and
interest)  will be made by wire transfer of immediately  available  funds to the
accounts  specified by The Depository  Trust Company.  The Company will make all
payments in respect of a Definitive Security (including  principal,  premium and
interest),  by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
--------  -------
of a Holder of at least $1,000,000 aggregate principal amount of Securities,  by
wire transfer to a U.S.  dollar  account  maintained by the payee with a bank in
the United  States if such  Holder  elects  payment by wire  transfer  by giving
written  notice to the Trustee or the Paying  Agent to such  effect  designating
such account no later than 30 days  immediately  preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

 3.  Paying Agent and Registrar
     --------------------------

                  Initially,   CITIBANK,   N.A.,  a  banking   association  (the
"Trustee"),  will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent,  Registrar or co-registrar  without notice. The Company
or any of its  domestically  incorporated  Wholly Owned  Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

<PAGE>

                                                                               5


 4.  Indenture
     ---------

                  The Company issued the Securities  under an Indenture dated as
of January 18, 2001 (the "Indenture"),  between the Company and the Trustee. The
terms of the  Securities  include  those stated in the  Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
                                                                          ------
ss.ss.  77aaa-77bbbb)  as in effect on the date of the  Indenture  (the  "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the  Indenture.  The  Securities  are subject to all such terms,  and
Securityholders  are  referred to the  Indenture  and the TIA for a statement of
those terms.

                  The Securities are senior unsecured obligations of the Company
 limited to an aggregate  principal  amount at any one time  outstanding  of (x)
 $850.0  million  less (y) the  aggregate  principal  amount  (on a U.S.  Dollar
 Equivalent  basis) of any Euro Notes issued by the Company (subject to Sections
 2.01  and  2.08  of the  Indenture).  [This  Security  is  one of the  Original
 Securities referred to in the Indenture issued in an aggregate principal amount
 of $380.0 million. The Securities include the Original  Securities,  additional
 Initial  Securities  that may be issued under the  Indenture up to an aggregate
 principal amount of (x) $350.0 million less (y) the aggregate  principal amount
 (on a U.S.  Dollar  Equivalent  basis) of any Euro Notes  issued by the Company
 that are not Issue  Date Euro  Notes,  and any  Exchange  Securities  issued in
 exchange  for Initial  Securities].  [This  Security  is one of the  additional
 Initial Securities issued in an aggregate  principal amount of up to (x) $350.0
 million less (y) the aggregate  principal  amount (on a U.S. Dollar  Equivalent
 basis) of any Euro  Notes  issued by the  Company  that are not Issue Date Euro
 Notes.  The  Securities  include  such  additional  Securities,   the  Original
 Securities in an aggregate principal amount of $380.0 million previously issued
 under the Indenture and any Exchange  Securities issued in exchange for Initial
 Securities.  The additional Initial Securities, the Original Securities and the
 Exchange  Securities  are  treated as a single  class of  securities  under the
 Indenture.] The Original Securities, such additional Initial Securities and the
 Exchange  Securities  are  treated as a single  class of  securities  under the
 Indenture.  The Indenture  imposes  certain  limitations  on the ability of the
 Company and its Restricted  Subsidiaries  to, among other things,  make certain
 Investments   and  other   Restricted   Payments,   pay   dividends  and  other
 distributions,  incur Debt, enter into consensual restrictions upon the payment
 of certain dividends and distributions by such Restricted  Subsidiaries,  issue
 or sell shares of capital stock of such Restricted Subsidiaries,  enter into or
 permit certain transactions with Affiliates, create or incur Liens

<PAGE>

                                                                               6


 and make Asset Sales. The Indenture also imposes  limitations on the ability of
 the  Company to  consolidate  or merge  with or into any other  Person or sell,
 transfer,  assign,  lease,  convey or otherwise dispose of all or substantially
 all of the Property of the Company.

 5.  Optional Redemption
     -------------------

                  Except  as  set  forth  below,   the  Securities  may  not  be
redeemable  prior to 2005.  On and after that date,  the  Company may redeem the
Securities  in whole at any time or in part from  time to time at the  following
redemption prices (expressed in percentages of principal  amount),  plus accrued
and unpaid  interest,  if any, to the  redemption  date (subject to the right of
Holders of record on the  relevant  record date to receive  interest  due on the
relevant  interest  payment date that is on or prior to the date of redemption),
if redeemed during the 12-month  period  beginning on or after January 15 of the
years set forth below:

                                                              Redemption
Period                                                          Price
------                                                        ----------

2005                                                            105.813%
2006                                                            102.906%
2007 and thereafter                                             100.000%

                  Notwithstanding  the  foregoing,  on or prior to  January  15,
2004, the Company may redeem up to 33 1/3% of the original  aggregate  principal
amount of the Securities issued with the proceeds from one or more Public Equity
Offerings  by the  Company,  at a  redemption  price  equal  to 111  5/8% of the
principal amount thereof,  plus accrued and unpaid interest thereon,  if any, to
the  redemption  date (subject to the right of Holders of record on the relevant
record date to receive  interest due on the relevant  interest payment date that
it on or prior to the date of redemption);  provided, however, that after giving
effect  to any  such  redemption,  at least  66 2/3% of the  original  aggregate
principal  amount of the Securities  remains  outstanding.  Any such  redemption
shall be made within 75 days of such Public Equity Offering.

6.  Sinking Fund
    ------------

                  The Securities are not subject to any sinking fund.

7.  Notice of Redemption
    --------------------

                  Notice of  redemption  will be mailed by  first-class  mail at
least 30 days but not  more  than 60 days  before  the  redemption  date to each
Holder of Securities to be redeemed at

<PAGE>

                                                                               7


 his or her registered address.  Securities in denominations  larger than $1,000
 may be  redeemed  in part but  only in  whole  multiples  of  $1,000.  If money
 sufficient  to  pay  the  redemption  price  of  and  accrued  interest  on all
 Securities  (or  portions  thereof) to be redeemed  on the  redemption  date is
 deposited  with the Paying Agent on or before the  redemption  date and certain
 other  conditions  are  satisfied,  on and after such date  interest  ceases to
 accrue on such Securities (or such portions thereof) called for redemption.


 8.    Repurchase of Securities at the Option of Holders upon Change of Control
       ------------------------------------------------------------------------

                  Upon a Change of Control,  any Holder of Securities  will have
the right,  subject to certain conditions  specified in the Indenture,  to cause
the Company to repurchase  all or any part of the Securities of such Holder at a
purchase  price equal to 101% of the  principal  amount of the  Securities to be
repurchased  plus accrued and unpaid  interest,  if any, to the date of purchase
(subject  to the  right of  Holders  of record on the  relevant  record  date to
receive  interest due on the relevant  interest payment date that is on or prior
to the date of  purchase)  as  provided  in,  and  subject  to the terms of, the
Indenture.

9.  Denominations; Transfer; Exchange
    ---------------------------------

                  The  Securities  are in  registered  form  without  coupons in
denominations  of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange  Securities  in  accordance  with the  Indenture.  Upon any transfer or
exchange,  the  Registrar  and the  Trustee  may  require a Holder,  among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes  required by law or permitted by the  Indenture.  The  Registrar  need not
register  the  transfer of or exchange any  Securities  selected for  redemption
(except,  in the case of a Security to be  redeemed in part,  the portion of the
Security not to be redeemed)  or to transfer or exchange  any  Securities  for a
period of 15 days prior to a selection of  Securities  to be redeemed or 15 days
before an interest payment date.

10.  Persons Deemed Owners
     ---------------------

                  The  registered  Holder of this Security may be treated as the
owner of it for all purposes.

<PAGE>

                                                                               8


 11.  Unclaimed Money
      ---------------

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written  request unless an abandoned  property law designates
another Person. After any such payment,  Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance
     ------------------------

                  Subject to  certain  conditions,  the  Company at any time may
terminate some of or all its obligations  under the Securities and the Indenture
if the Company  deposits with the Trustee money or U.S.  Government  Obligations
for the payment of principal  and interest on the  Securities  to  redemption or
maturity, as the case may be.

13.  Amendment, Waiver
     -----------------

                  Subject to certain exceptions set forth in the Indenture,  (i)
the  Indenture  or the  Securities  may be amended  without  prior notice to any
Securityholder  but  with  the  written  consent  of the  Holders  of at least a
majority in aggregate  principal  amount of the outstanding  Securities and (ii)
any default or  noncompliance  with any provision may be waived with the written
consent  of the  Holders  of at least a  majority  in  principal  amount  of the
outstanding  Securities.   Subject  to  certain  exceptions  set  forth  in  the
Indenture,  without the consent of any Holder of Securities, the Company and the
Trustee may amend the  Indenture or the  Securities  (i) to cure any  ambiguity,
omission,  defect  or  inconsistency;  (ii)  to  comply  with  Article  V of the
Indenture;  (iii) to provide for uncertificated  Securities in addition to or in
place  of  certificated  Securities;   (iv)  to  make  certain  changes  in  the
subordination provisions;  (v) to add Guarantees with respect to the Securities;
(vi) to secure the Securities; (vii) to add additional covenants or to surrender
rights  and  powers  conferred  on  the  Company;  (viii)  to  comply  with  the
requirements of the SEC in order to effect or maintain the  qualification of the
Indenture  under the TIA;  or (ix) to make any  change  that does not  adversely
affect the rights of any Securityholder.

14.  Defaults and Remedies
     ---------------------

                  If an Event of Default occurs and is  continuing,  the Trustee
or the Holders of at least 25% in aggregate  principal  amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be immediately due and payable. Certain events of bankruptcy or insolvency

<PAGE>

                                                                               9


 are Events of Default and shall result in the Securities being  immediately due
 and payable upon the  occurrence of such Events of Default  without any further
 act of the Trustee or any Holder.

                  Holders of  Securities  may not enforce the  Indenture  or the
 Securities  except as  provided  in the  Indenture.  The  Trustee may refuse to
 enforce the Indenture or the Securities unless it receives reasonable indemnity
 or security. Subject to certain limitations, Holders of a majority in aggregate
 principal  amount of the Securities then  outstanding may direct the Trustee in
 its  exercise  of any trust or power  under the  Indenture.  The  Holders  of a
 majority in aggregate  principal amount of the Securities then outstanding,  by
 written notice to the Company and the Trustee,  may rescind any  declaration of
 acceleration and its consequences if the rescission would not conflict with any
 judgment or decree,  and if all  existing  Events of Default have been cured or
 waived  except  nonpayment  of principal or interest that has become due solely
 because of the acceleration.

 15.  Trustee Dealings with the Company
      ---------------------------------

                  Subject to certain limitations imposed by the TIA, the Trustee
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of  Securities  and may  otherwise  deal  with  and  collect
obligations  owed to it by the Company or its  Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

16.  No Recourse Against Others
     --------------------------

                  A director,  officer, employee or stockholder, as such, of the
Company shall not have any liability  for any  obligations  of the Company under
the  Securities  or the Indenture or for any claim based on, in respect of or by
reason of such  obligations  or their  creation.  By accepting a Security,  each
Securityholder  waives and releases all such  liability.  The waiver and release
are part of the consideration for the issue of the Securities.

17.  Authentication
     --------------

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.

<PAGE>

                                                                              10


18.  Abbreviations
     -------------

                  Customary   abbreviations  may  be  used  in  the  name  of  a
Securityholder  or an assignee,  such as TEN COM  (=tenants in common),  TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian),  and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law
     -------------

                  THIS   SECURITY   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  CUSIP Numbers
     -------------

                  Pursuant to a  recommendation  promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be  printed  on the  Securities  and has  directed  the  Trustee to use CUSIP
numbers in notices of  redemption as a convenience  to  Securityholders.  To the
extent such  numbers  have been  issued,  the Company has caused ISIN and Common
Code  numbers  to be  similarly  printed  on the  Securities  and has  similarly
instructed  the Trustee.  No  representation  is made as to the accuracy of such
numbers  either as printed on the  Securities  or as  contained in any notice of
redemption and reliance may be placed only on the other  identification  numbers
placed thereon.

                  THE  COMPANY  WILL  FURNISH TO ANY HOLDER OF  SECURITIES  UPON
WRITTEN  REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE  WHICH
HAS IN IT THE TEXT OF THIS SECURITY.

<PAGE>

                                                                              11


                                 ASSIGNMENT FORM



To assign this Security, fill in the form below:

I or we assign and transfer this Security to


       (Print or type assignee's name, address and zip code)

       (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                           agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.


--------------------------------------------------------------------------------

Date: _______________________        Your Signature: ___________________________


________________________________________________________________________________
Sign  exactly  as your name appears on the other side of this Security.

In  connection  with any  transfer of any of the  Securities  evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k)  under  the  Securities  Act  after  the  later of the date of  original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any  Affiliate  of the  Company,  the  undersigned
confirms that such  Securities  are being  transferred  in accordance  with its
terms:

CHECK ONE BOX BELOW

       (1)        [ ]      to the Company; or

       (2)        [ ]      pursuant to an effective registration statement under
                           the Securities Act of 1933; or

       (3)        [ ]      inside the United States to a "qualified
                           institutional  buyer" (as defined in Rule 144A under
                           the Securities Act of 1933) that purchases for its
                           own account or for the account of a qualified
                           institutional buyer to whom notice is given that
                           such transfer is being made in reliance on Rule 144A,
                           in each

<PAGE>

                                                                              12


                           case pursuant to and in compliance with Rule 144A
                           under the Securities Act of 1933; or

       (4)        [ ]      outside  the United  States in an offshore  trans-
                           action  within the meaning of Regulation S under the
                           Securities Act in compliance  with Rule 904 under the
                           Securities Act of 1933; or

       (5)        [ ]      to an  institutional  "accredited  investor"  (as
                           defined  in Rule 501(a)(1),  (2),  (3) or (7) under
                           the  Securities  Act of 1933) that has furnished   to
                           the   Trustee   a  signed   letter   containing
                           certain representations  and agreements (the form of
                           which letter can be obtained from the Trustee or the
                           Company); or

       (6)        [ ]       pursuant to another available  exemption from
                            registration  provided by Rule 144 under the
                            Securities Act of 1933.

       Unless one of the boxes is checked,  the Trustee  will refuse to register
       any of the  Securities  evidenced by this  certificate in the name of any
       person other than the registered holder thereof; provided,  however, that
       if box (4),  (5) or (6) is checked,  the Trustee  may  require,  prior to
       registering  any such transfer of the  Securities,  such legal  opinions,
       certifications  and  other  information  as the  Company  has  reasonably
       requested  to confirm  that such  transfer  is being made  pursuant to an
       exemption  from,  or in a  transaction  not subject to, the  registration
       requirements of the Securities Act of 1933.


                                                --------------------------------
                                                         Your Signature

Signature Guarantee:

Date:
      ------------------------------            --------------------------------
Signature must be guaranteed                    Signature of Signature
by a participant in a                           Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

--------------------------------------------------------------------------------

<PAGE>

                                                                              13


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                  The undersigned  represents and warrants that it is purchasing
this  Security  for its own  account  or an  account  with  respect  to which it
exercises  sole  investment  discretion  and that it and any such  account  is a
"qualified  institutional  buyer"  within  the  meaning  of Rule 144A  under the
Securities  Act of  1933,  and is aware  that  the  sale to it is being  made in
reliance on Rule 144A and  acknowledges  that it has received  such  information
regarding the Company as the undersigned has requested  pursuant to Rule 144A or
has  determined  not to request such  information  and that it is aware that the
transferor is relying upon the undersigned's foregoing  representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
      -----------------------               ------------------------------------
                                            NOTICE: To be executed by
                                                    an executive officer



<PAGE>

                                                                              14


                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


                         The initial principal amount of this Global Security is
$[ ]. The  following  increases or decreases in this Global  Security  have been
made:

<TABLE>

                                                                                  Signature of
                                                           Principal amount       authorized
             Amount of decrease     Amount of increase     of this Global         signatory of
             in Principal           in Principal           Security following     Trustee or
Date of      Amount of this         Amount of this         such decrease or       Securities
Exchange     Global Security        Global Security        increase               Custodian
--------     ------------------     ------------------     ------------------     ------------
<S>          <C>                    <C>                    <C>                    <C>



</TABLE>



<PAGE>

                                                                              15


                       OPTION OF HOLDER TO ELECT PURCHASE


                           If you want to elect to have this Security purchased
by the Company pursuant to Section 4.07 (Asset Sale) or 4.12 (Change of Control)
of the  Indenture,  check the box:
                                       [ ]

                           If you  want to  elect to have  only  part of this
Security  purchased  by the  Company pursuant to Section 4.07 or 4.12 of the
Indenture, state the amount:

$


Date:  __________________  Your  Signature:  ___________________________________
(Sign  exactly as your name appears on the other side of the Security)


Signature Guarantee:____________________________________________________________
                    Signature must be guaranteed by a participant
                    in a recognized signature guaranty medallion
                    program or other signature guarantor acceptable
                    to the Trustee.



<PAGE>


                                                                       EXHIBIT A





                           [FORM OF FACE OF SECURITY]

 No.                                                      [up to](3) $__________

                          11 5/8% Senior Note due 2008

                                                       CUSIP No.[52736R AJ l](1)
                                                                [U52799 AE 0](2)
                                                      ISIN No. [US52736RAJ14](1)
                                                               [USU52799AE03](2)
                                                  Common Code No. [012338678](1)
                                                                  [012338732](2)



                  LEVI STRAUSS & CO., a Delaware corporation, promises to pay to
[Cede & Co.]3, or registered assigns, the principal sum [of          Dollars](4)
[as set forth on the Schedule of Increases or Decreases annexed hereto](3)on
January 15, 2001.


                 Interest Payment Dates: January 15 and July 15.

                       Record Dates: January 1 and July 1.


















__________________

 1       Insert for Rule 144A Global Note.

 2       Insert for Reg. S Global Note.

 3       Insert for Global Securities.

 4       Insert for Definitive Securities.

<PAGE>

                                                                               2


                  Additional  provisions  of this  Security are set forth on the
other side of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                       LEVI STRAUSS & CO.,

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:


                                       by
                                          --------------------------------------
                                          Name:
                                          Title:







TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

Dated:

CITIBANK, N.A.,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.



by: ----------------------------------------
         Authorized Signatory




__________________

*/ If the  Security is to be issued in global  form,  add the Global  Securities
Legend  from  Exhibit 1 to  Appendix A and the  attachment  from such  Exhibit 1
captioned  "TO BE  ATTACHED TO GLOBAL  SECURITIES  - SCHEDULE  OF  INCREASES  OR
DECREASES IN GLOBAL SECURITY".



<PAGE>

                                                                               3


                       [FORM OF REVERSE SIDE OF SECURITY]

                          11 5/8% Senior Note due 2008


 1.  Interest.
     --------

                  LEVI STRAUSS & CO., a Delaware  corporation (such corporation,
 and its  successors  and assigns under the Indenture  hereinafter  referred to,
 being herein called the  "Company"),  promises to pay interest on the principal
 amount of this Security at the rate per annum shown above. The Company will pay
 interest  semiannually on January 15 and July 15 of each year.  Interest on the
 Securities  will accrue from the most  recent date to which  interest  has been
 paid or, if no interest has been paid, from January 18, 2000. Interest shall be
 computed on the basis of a 360-day year of twelve  30-day  months.  The Company
 shall pay  interest on overdue  principal  at the rate borne by the  Securities
 plus 1% per  annum,  and it shall  pay  interest  on  overdue  installments  of
 interest at the rate borne by the Securities to the extent lawful.

 2.  Method of Payment
     -----------------

                  The  Company  will  pay  interest  on the  Securities  (except
defaulted  interest) to the Persons who are registered  Holders of Securities at
the close of  business on the January 1 or July 1 next  preceding  the  interest
payment date even if  Securities  are  canceled  after the record date and on or
before the interest payment date. Holders must surrender  Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United  States of  America  that at the time of payment is legal
tender for  payment  of public and  private  debts.  Payments  in respect of the
Securities  represented by a Global Security (including  principal,  premium and
interest)  will be made by wire transfer of immediately  available  funds to the
accounts  specified by The Depository  Trust Company.  The Company will make all
payments in respect of a Definitive Security (including  principal,  premium and
interest),  by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities may also be made, in the case
--------  -------
of a Holder of at least $1,000,000 aggregate principal amount of Securities,  by
wire transfer to a U.S.  dollar  account  maintained by the payee with a bank in
the United  States if such  Holder  elects  payment by wire  transfer  by giving
written  notice to the Trustee or the Paying  Agent to such  effect  designating
such account no later than 30 days  immediately  preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

<PAGE>

                                                                               4


 3.  Paying Agent and Registrar
     --------------------------

                  Initially,   CITIBANK,   N.A.,  a  banking   association  (the
"Trustee"),  will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent,  Registrar or co-registrar  without notice. The Company
or any of its  domestically  incorporated  Wholly Owned  Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.  Indenture
    ---------

                  The Company issued the Securities  under an Indenture dated as
of January 18, 2001 (the "Indenture"),  between the Company and the Trustee. The
terms of the  Securities  include  those stated in the  Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
                                                                          ------
ss.ss.  77aaa-77bbbb)  as in effect on the date of the  Indenture  (the  "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the  Indenture.  The  Securities  are subject to all such terms,  and
Securityholders  are  referred to the  Indenture  and the TIA for a statement of
those terms.

                  The Securities are senior unsecured obligations of the Company
 limited to an aggregate  principal  amount at any one time  outstanding  of (x)
 $850.0  million  less (y) the  aggregate  principal  amount  (on a U.S.  Dollar
 Equivalent  basis) of any Euro Notes issued by the Company (subject to Sections
 2.01  and  2.08  of the  Indenture).  This  Security  is  one  of the  Exchange
 Securities  referred  to in  the  Indenture  issued  in  exchange  for  Initial
 Securities.  The  Securities  include the  Exchange  Securities,  the  Original
 Securities in the aggregate  principal  amount of $380.0 million and additional
 Initial Securities in an aggregate principal amount of up to (x) $350.0 million
 less (y) the aggregate  principal amount (on a U.S. Dollar Equivalent basis) of
 any Euro Notes  issued by the Company  that are not Issue Date Euro Notes.  The
 Exchange  Securities,  the  Original  Securities  and such  additional  Initial
 Securities are treated as a single class of securities under the Indenture. The
 Indenture  imposes  certain  limitations  on the ability of the Company and its
 Restricted  Subsidiaries to, among other things,  make certain  Investments and
 other Restricted Payments,  pay dividends and other distributions,  incur Debt,
 enter into consensual  restrictions  upon the payment of certain  dividends and
 distributions by such Restricted Subsidiaries,  issue or sell shares of capital
 stock  of  such   Restricted   Subsidiaries,   enter  into  or  permit  certain
 transactions  with Affiliates,  create or incur Liens and make Asset Sales. The
 Indenture also imposes limitations on the ability of the Company to consolidate
 or merge with or into any other Person or sell, transfer, assign, lease, convey

<PAGE>

                                                                               5


 or otherwise  dispose  of  all  or  substantially  all  of  the Property of the
 Company.


 5.  Optional Redemption
     -------------------

                  Except  as  set  forth  below,   the  Securities  may  not  be
redeemable  prior to January 15, 2005.  On and after that date,  the Company may
redeem the  Securities  in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued and unpaid  interest,  if any, to the  redemption  date  (subject to the
right of Holders of record on the relevant  record date to receive  interest due
on the  relevant  interest  payment  date  that is on or  prior  to the  date of
redemption),  if  redeemed  during the  12-month  period  beginning  on or after
January 15 of the years set forth below:

                                                           Redemption
Period                                                       Price
------                                                     ----------

2005                                                        105.813%
2006                                                        102.906%
2007 and thereafter                                         100.000%

                  Notwithstanding  the  foregoing,  on or prior to  January  15,
2004, the Company may redeem up to 33 1/3% of the original  aggregate  principal
amount of the Securities issued with the proceeds from one or more Public Equity
Offerings  by the  Company,  at a  redemption  price  equal  to 111  5/8% of the
principal amount thereof,  plus accrued and unpaid interest thereon,  if any, to
the  redemption  date (subject to the right of Holders of record on the relevant
record date to receive  interest due on the relevant  interest payment date that
it on or prior to the date of redemption);  provided, however, that after giving
                                            --------  -------
effect  to any  such  redemption,  at least  66 2/3% of the  original  aggregate
principal  amount of the Securities  remains  outstanding.  Any such  redemption
shall be made within 75 days of such Public Equity Offering.

6.  Sinking Fund
    ------------

                  The Securities are not subject to any sinking fund.

<PAGE>

                                                                               6


 7.  Notice of Redemption
     --------------------

                  Notice of  redemption  will be mailed by  first-class  mail at
least 30 days but not  more  than 60 days  before  the  redemption  date to each
Holder of Securities to be redeemed at his or her registered address. Securities
in  denominations  larger  than $1,000 may be redeemed in part but only in whole
multiples of $1,000.  If money  sufficient  to pay the  redemption  price of and
accrued  interest on all Securities (or portions  thereof) to be redeemed on the
redemption  date is deposited  with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases  to accrue on such  Securities  (or such  portions  thereof)  called  for
redemption.


 8.    Repurchase of Securities at the Option of Holders upon Change of Control
       ------------------------------------------------------------------------

                  Upon a Change of Control,  any Holder of Securities  will have
the right,  subject to certain conditions  specified in the Indenture,  to cause
the Company to repurchase  all or any part of the Securities of such Holder at a
purchase  price equal to 101% of the  principal  amount of the  Securities to be
repurchased  plus accrued and unpaid  interest,  if any, to the date of purchase
(subject  to the  right of  Holders  of record on the  relevant  record  date to
receive  interest due on the relevant  interest payment date that is on or prior
to the date of  purchase)  as  provided  in,  and  subject  to the terms of, the
Indenture.

9.  Denominations; Transfer; Exchange
    ---------------------------------

                  The  Securities  are in  registered  form  without  coupons in
denominations  of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange  Securities  in  accordance  with the  Indenture.  Upon any transfer or
exchange,  the  Registrar  and the  Trustee  may  require a Holder,  among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes  required by law or permitted by the  Indenture.  The  Registrar  need not
register  the  transfer of or exchange any  Securities  selected for  redemption
(except,  in the case of a Security to be  redeemed in part,  the portion of the
Security not to be redeemed)  or to transfer or exchange  any  Securities  for a
period of 15 days prior to a selection of  Securities  to be redeemed or 15 days
before an interest payment date.

<PAGE>

                                                                               7


 10.  Persons Deemed Owners
      ---------------------

                  The  registered  Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money
     ---------------

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written  request unless an abandoned  property law designates
another Person. After any such payment,  Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  Discharge and Defeasance
     ------------------------

                  Subject to  certain  conditions,  the  Company at any time may
terminate some of or all its obligations  under the Securities and the Indenture
if the Company  deposits with the Trustee money or U.S.  Government  Obligations
for the payment of principal  and interest on the  Securities  to  redemption or
maturity, as the case may be.

13.  Amendment, Waiver
     -----------------

                  Subject to certain exceptions set forth in the Indenture,  (i)
the  Indenture  or the  Securities  may be amended  without  prior notice to any
Securityholder  but  with  the  written  consent  of the  Holders  of at least a
majority in aggregate  principal  amount of the outstanding  Securities and (ii)
any default or  noncompliance  with any provision may be waived with the written
consent  of the  Holders  of at least a  majority  in  principal  amount  of the
outstanding  Securities.   Subject  to  certain  exceptions  set  forth  in  the
Indenture,  without the consent of any Holder of Securities, the Company and the
Trustee may amend the  Indenture or the  Securities  (i) to cure any  ambiguity,
omission,  defect  or  inconsistency;  (ii)  to  comply  with  Article  V of the
Indenture;  (iii) to provide for uncertificated  Securities in addition to or in
place  of  certificated  Securities;   (iv)  to  make  certain  changes  in  the
subordination provisions;  (v) to add Guarantees with respect to the Securities;
(vi) to secure the Securities; (vii) to add additional covenants or to surrender
rights  and  powers  conferred  on  the  Company;  (viii)  to  comply  with  the
requirements of the SEC in order to effect or maintain the  qualification of the
Indenture  under the TIA;  or (ix) to make any  change  that does not  adversely
affect the rights of any Securityholder.

<PAGE>

                                                                               8


 14.  Defaults and Remedies
      ---------------------

                  If an Event of Default occurs and is  continuing,  the Trustee
or the Holders of at least 25% in aggregate  principal  amount of the Securities
then outstanding, subject to certain limitations, may declare all the Securities
to be  immediately  due and payable.  Certain events of bankruptcy or insolvency
are Events of Default and shall result in the Securities  being  immediately due
and payable upon the  occurrence  of such Events of Default  without any further
act of the Trustee or any Holder.

                  Holders of  Securities  may not enforce the  Indenture  or the
Securities  except as  provided  in the  Indenture.  The  Trustee  may refuse to
enforce the Indenture or the Securities unless it receives reasonable  indemnity
or security. Subject to certain limitations,  Holders of a majority in aggregate
principal  amount of the Securities  then  outstanding may direct the Trustee in
its  exercise  of any  trust or power  under the  Indenture.  The  Holders  of a
majority in aggregate  principal amount of the Securities then  outstanding,  by
written  notice to the Company and the Trustee,  may rescind any  declaration of
acceleration  and its consequences if the rescission would not conflict with any
judgment or decree,  and if all  existing  Events of Default  have been cured or
waived  except  nonpayment  of principal or interest  that has become due solely
because of the acceleration.

15.  Trustee Dealings with the Company
     ---------------------------------

                  Subject to certain limitations imposed by the TIA, the Trustee
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of  Securities  and may  otherwise  deal  with  and  collect
obligations  owed to it by the Company or its  Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

16.  No Recourse Against Others
     --------------------------

                  A director,  officer, employee or stockholder, as such, of the
Company shall not have any liability  for any  obligations  of the Company under
the  Securities  or the Indenture or for any claim based on, in respect of or by
reason of such  obligations  or their  creation.  By accepting a Security,  each
Securityholder  waives and releases all such  liability.  The waiver and release
are part of the consideration for the issue of the Securities.

<PAGE>

                                                                               9


 17.  Authentication
      --------------

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations
     -------------

                  Customary   abbreviations  may  be  used  in  the  name  of  a
Securityholder  or an assignee,  such as TEN COM  (=tenants in common),  TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian),  and U/G/M/A (=Uniform Gift to
Minors Act).

19.  Governing Law
     -------------

                  THIS   SECURITY   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20.  CUSIP Numbers
     -------------

                  Pursuant to a  recommendation  promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be  printed  on the  Securities  and has  directed  the  Trustee to use CUSIP
numbers in notices of  redemption as a convenience  to  Securityholders.  To the
extent such  numbers  have been  issued,  the Company has caused ISIN and Common
Code  numbers  to be  similarly  printed  on the  Securities  and has  similarly
instructed  the Trustee.  No  representation  is made as to the accuracy of such
numbers  either as printed on the  Securities  or as  contained in any notice of
redemption and reliance may be placed only on the other  identification  numbers
placed thereon.

                  THE  COMPANY  WILL  FURNISH TO ANY HOLDER OF  SECURITIES  UPON
WRITTEN  REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE  WHICH
HAS IN IT THE TEXT OF THIS SECURITY.

<PAGE>

                                                                              10


                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to


              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                         agent to transfer this Security
on the books of the Company. The agent may substitute another to act for him.


 -------------------------------------------------------------------------------

 Date: _______________________ Your Signature: _________________________________


________________________________________________________________________________
Sign  exactly  as your  name  appears  on the  other  side of this  Security.
Signature  must be guaranteed  by a  participant  in a  recognized  signature
guaranty  medallion program or other signature guarantor acceptable to the
Trustee.



<PAGE>

                                                                              11


                       OPTION OF HOLDER TO ELECT PURCHASE

                           IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.07 (ASSET SALE) OR 4.12 (CHANGE OF CONTROL)
OF THE  INDENTURE,  CHECK
THE BOX: ___
                                                     /    /

                           IF YOU  WANT TO  ELECT TO HAVE  ONLY  PART OF THIS
SECURITY  PURCHASED  BY THE  COMPANY PURSUANT TO SECTION 4.07 OR 4.12 OF THE
INDENTURE, STATE THE AMOUNT:

$


DATE:  __________________  YOUR  SIGNATURE:  __________________
(SIGN  EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                    SIGNATURE MUST BE GUARANTEED BY A
                    PARTICIPANT IN A RECOGNIZED SIGNATURE
                    GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE
                    TRUSTEE.

<PAGE>

                                                                       EXHIBIT B


                                     Form of
                       Transferee Letter of Representation


[Company]

In care of
 [                  ]
 [                  ]
 [                  ]


Ladies and Gentlemen:


       This certificate is delivered to request a transfer of $[    ] principal
amount of the 11 5/8% Senior Notes due 2008 (the "Securities") of LEVI STRAUSS &
CO. (the "Company").

       Upon transfer,  the Securities would be registered in the name of the new
beneficial owner as follows:

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

       The undersigned represents and warrants to you that:

       1. We are an  institutional  "accredited  investor"  (as  defined in Rule
 501(a)(1),  (2), (3) or (7) under the  Securities  Act of 1933, as amended (the
 "Securities  Act")),  purchasing for our own account or for the account of such
 an institutional  "accredited  investor" at least $250,000  principal amount of
 the Securities,  and we are acquiring the Securities not with a view to, or for
 offer  or sale  in  connection  with,  any  distribution  in  violation  of the
 Securities Act. We have such knowledge and experience in financial and business
 matters as to be capable of evaluating  the merits and risks of our  investment
 in the  Securities,  and we invest in or  purchase  securities  similar  to the
 Securities in the normal course of our business. We, and any accounts for which
 we  are  acting,  are  each  able  to  bear  the  economic  risk  of our or its
 investment.

       2. We understand that the Securities  have not been registered  under the
 Securities Act and,  unless so registered,  may not be sold except as permitted
 in the  following  sentence.  We agree on our own  behalf  and on behalf of any
 investor account for which we are purchasing

<PAGE>

                                                                               2


Securities to offer,  sell or otherwise  transfer such  Securities  prior to the
date that is two years  after  the later of the date of  original  issue and the
last date on which the Company or any  affiliate of the Company was the owner of
such   Securities  (or  any  predecessor   thereto)  (the  "Resale   Restriction
Termination  Date") only (a) to the  Company,  (b)  pursuant  to a  registration
statement that has been declared  effective  under the Securities  Act, (c) in a
transaction  complying with the  requirements  of Rule 144A under the Securities
Act  ("Rule  144A"),   to  a  person  we  reasonably   believe  is  a  qualified
institutional  buyer  under Rule 144A (a "QIB") that is  purchasing  for its own
account  or for the  account  of a QIB and to whom  notice  is  given  that  the
transfer  is being made in  reliance  on Rule 144A,  (d)  pursuant to offers and
sales that occur  outside the United  States  within the meaning of Regulation S
under the Securities Act, (e) to an institutional  "accredited  investor" within
the meaning of Rule 501(a)(1),  (2), (3) or (7) under the Securities Act that is
purchasing  for its own  account  or for the  account  of such an  institutional
"accredited  investor," in each case in a minimum principal amount of Securities
of  $100,000,  or (f)  pursuant  to  any  other  available  exemption  from  the
registration  requirements  of  the  Securities  Act,  subject  in  each  of the
foregoing  cases to any  requirement of law that the disposition of our property
or the property of such investor  account or accounts be at all times within our
or their control and in compliance with any applicable  state  securities  laws.
The  foregoing  restrictions  on resale will not apply  subsequent to the Resale
Restriction  Termination Date. If any resale or other transfer of the Securities
is  proposed  to be made  pursuant  to  clause  (e)  above  prior to the  Resale
Restriction  Termination  Date, the  transferor  shall deliver a letter from the
transferee  substantially  in the form of this  letter  to the  Company  and the
Trustee,  which shall  provide,  among other things,  that the  transferee is an
institutional  "accredited investor" within the meaning of Rule 501(a)(1),  (2),
(3) or (7) under the Securities Act and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
Each purchaser  acknowledges  that the Company and the Trustee reserve the right
prior to the  offer,  sale or other  transfer  prior to the  Resale  Restriction
Termination Date of the

<PAGE>

                                                                               3


Securities  pursuant to clause (d),  (e) or (f) above to require the delivery of
an opinion of counsel,  certifications or other information  satisfactory to the
Company and the Trustee.



                                                   TRANSFEREE:_________________,

                                                      by:_______________________