<PAGE>


                                                                   EXHIBIT 4.16

                                                                  EXECUTION COPY









                               LEVI STRAUSS & CO.

                         12-1/4% Senior Notes due 2012





          ------------------------------------------------------------




                                    INDENTURE




                          Dated as of December 4, 2002





          ------------------------------------------------------------





                           WILMINGTON TRUST COMPANY,

                                    Trustee


<PAGE>

                                   TABLE OF CONTENTS

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                                                 ARTICLE I

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

SECTION 1.01. Definitions...............................................................................         1
SECTION 1.02. Other Definitions.........................................................................        38
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.........................................        39
SECTION 1.04. Rules of Construction.....................................................................        39


                                                ARTICLE II

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

SECTION 2.01. Amount of Securities; Issuable in Series..................................................        40
SECTION 2.02. Form and Dating...........................................................................        42
SECTION 2.03. Execution and Authentication .............................................................        42
SECTION 2.04. Registrar and Paying Agent................................................................        43
SECTION 2.05. Paying Agent To Hold Money in Trust.......................................................        43
SECTION 2.06. Securityholder Lists......................................................................        44
SECTION 2.07. Replacement Securities....................................................................        44
SECTION 2.08. Outstanding Securities....................................................................        44
SECTION 2.09. Temporary Securities......................................................................        45
SECTION 2.10. Cancellation .............................................................................        45
SECTION 2.11. Defaulted Interest........................................................................        45
SECTION 2.12. CUSIP Numbers.............................................................................        45



                                             ARTICLE III

                                              Redemption
                                              ----------

SECTION 3.01. Notices to Trustee.........................................................................       46
SECTION 3.02. Selection of Securities To Be Redeemed ....................................................       46
SECTION 3.03. Notice of Redemption.......................................................................       47
SECTION 3.04. Effect of Notice of Redemption.............................................................       47
SECTION 3.05. Deposit of Redemption Price................................................................       48
SECTION 3.06. Securities Redeemed in Part................................................................       48
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                                        i

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                                             ARTICLE IV

                                              Covenants
                                              ---------

SECTION 4.01. Covenant Suspension........................................................................       48
SECTION 4.02. Payment of Securities......................................................................       49
SECTION 4.03. SEC Reports................................................................................       49
SECTION 4.04. Limitation on Debt.........................................................................       50
SECTION 4.05. Limitation on Restricted Payments..........................................................       52
SECTION 4.06. Limitation on Liens........................................................................       55
SECTION 4.07. Limitation on Asset Sales..................................................................       56
SECTION 4.08. Limitation on Restrictions on Distributions from Restricted Subsidiaries...................       60
SECTION 4.09. Limitation on Transactions with Affiliates.................................................       61
SECTION 4.10. Designation of Restricted and Unrestricted Subsidiaries....................................       63
SECTION 4.11. Limitation on Sale and Leaseback Transactions..............................................       65
SECTION 4.12. Change of Control..........................................................................       65
SECTION 4.13. Further Instruments and Acts...............................................................       67



                                             ARTICLE V

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

SECTION 5.01. When Company May Merge or Transfer Assets..................................................       67


                                             ARTICLE VI

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

SECTION 6.01. Events of Default..........................................................................       69
SECTION 6.02. Acceleration...............................................................................       71
SECTION 6.03. Other Remedies.............................................................................       71
SECTION 6.04. Waiver of Past Defaults....................................................................       72
SECTION 6.05. Control by Majority........................................................................       72
SECTION 6.06. Limitation on Suits........................................................................       72
SECTION 6.07. Rights of Holders to Receive Payment.......................................................       73
SECTION 6.08. Collection Suit by Trustee.................................................................       73
SECTION 6.09. Trustee May File Proofs of Claim ..........................................................       73
SECTION 6.10. Priorities ................................................................................       73
SECTION 6.11. Undertaking for Costs......................................................................       74
SECTION 6.12. Waiver of Stay or Extension Laws...........................................................       74
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                                       ii

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                                          ARTICLE VII

                                            Trustee
                                            -------

SECTION 7.01. Duties of Trustee..........................................................................       75
SECTION 7.02. Rights of Trustee..........................................................................       76
SECTION 7.03. Individual Rights of Trustee...............................................................       77
SECTION 7.04. Trustee's Disclaimer.......................................................................       77
SECTION 7.05. Notice of Defaults.........................................................................       78
SECTION 7.06. Reports by Trustee to Holders..............................................................       78
SECTION 7.07. Compensation and Indemnity.................................................................       78
SECTION 7.08. Replacement of Trustee.....................................................................       79
SECTION 7.09. Successor Trustee by Merger................................................................       80
SECTION 7.10. Eligibility; Disqualification..............................................................       81
SECTION 7.11. Preferential Collection of Claims Against Company..........................................       81


                                          ARTICLE VIII

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

SECTION 8.01. Discharge of Liability on Securities; Defeasance...........................................       81
SECTION 8.02. Conditions to Defeasance...................................................................       82
SECTION 8.03. Application of Trust Money.................................................................       84
SECTION 8.04. Repayment to Company.......................................................................       84
SECTION 8.05. Indemnity for Government Obligations.......................................................       84
SECTION 8.06. Reinstatement..............................................................................       84


                                           ARTICLE IX

                                           Amendments
                                           ----------

SECTION 9.01. Without Consent of Holders.................................................................       85
SECTION 9.02. With Consent of Holders....................................................................       86
SECTION 9.03. Compliance with Trust Indenture Act........................................................       87
SECTION 9.04. Revocation and Effect of Consents and Waivers..............................................       87
SECTION 9.05. Notation on or Exchange of Securities......................................................       87
SECTION 9.06. Trustee To Sign Amendments.................................................................       88
SECTION 9.07. Payment for Consent........................................................................       88
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                                       iii

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                                          ARTICLE X

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

SECTION 10.01. Trust Indenture Act Controls..............................................................       88
SECTION 10.02. Notices...................................................................................       88
SECTION 10.03. Communication by Holders with Other Holders...............................................       89
SECTION 10.04. Certificate and Opinion as to Conditions Precedent........................................       89
SECTION 10.05. Statements Required in Certificate  or Opinion............................................       90
SECTION 10.06. When Securities Disregarded...............................................................       90
SECTION 10.07. Rules by Trustee, Paying Agent and Registrar..............................................       91
SECTION 10.08. Legal Holidays............................................................................       91
SECTION 10.09. Governing Law.............................................................................       91
SECTION 10.10. No Recourse Against Others................................................................       91
SECTION 10.11. Successors................................................................................       91
SECTION 10.12. Multiple Originals........................................................................       91
SECTION 10.13. Table of Contents; Headings...............................................................       91
</TABLE>

                                       iv

<PAGE>



                                        CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                                       Indenture
Section                                                                                                      Section
-------                                                                                                     ---------
<S>                                                                                                         <C>
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.
</TABLE>

                                        N.A. Means Not Applicable.

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

                                        i

<PAGE>


                        INDENTURE dated as of December 4, 2002, between LEVI
                STRAUSS & CO., a Delaware corporation (the "Company") and
                WILMINGTON TRUST COMPANY, a Delaware banking corporation, 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 12-1/4% Senior
Notes due 2012, 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 12-1/4% Senior Notes due 2012 (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

                (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

<PAGE>
                                                                               2



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, or

                (c) any other assets of the Company or any Restricted Subsidiary
        outside of the ordinary course of business of the Company or such
        Restricted Subsidiary,

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

<PAGE>

                                                                               3



                (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,

                (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, and

                (7) any disposition that does not (together with all related
        dispositions) involve assets having a Fair Market Value or
        consideration in excess of $1.0 million.

        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 (whether or not in the ordinary course of business), other than (A)
Permitted Investments comprised of cash or Temporary Cash Investments, Permitted
Investments of the type described in clause (d) of the definition of Permitted
Investments that are made in the ordinary course of business consistent with
past practice or Permitted Investments of the type described in clause (l) of
the definition of Permitted Investments, (B) dispositions pursuant to paragraphs
(4), (5), (6) and (7) above, (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 and (D) dispositions constituting Asset
Sales, exceeds 10% of Consolidated Tangible Assets, all asset dispositions in
excess thereof (other than asset dispositions described in clauses (A), (B), (C)
or (D) above) 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.

        "Attributable Debt" in respect of a Sale and Leaseback Transaction
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

<PAGE>

                                                                               4


                (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 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


<PAGE>

                                                                               5



        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 clause (a)(2) of the first paragraph of Section 4.09, 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 Obligation" 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.

        "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.

<PAGE>

                                                                               6



        "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 January 18, 2001, 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
                                                     ----------------
        provisions of this clause (b) will not apply to Voting Trustees serving
        in that capacity under the Voting Trust Agreement; 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

<PAGE>

                                                                               7
        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 a 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 Agreement) cease for any reason to
        constitute a majority of the Board of Directors then in office; or

                (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


<PAGE>

                                                                               8


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,

                (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,


<PAGE>

                                                                               9

                (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;

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


<PAGE>

                                                                              10


        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,

        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.

<PAGE>

                                                                              11


        "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,

                (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


<PAGE>

                                                                              12

                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 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
Section pursuant to clause (c)(4) of the first paragraph 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


<PAGE>

                                                                              13

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

                (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 the 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


<PAGE>

                                                                              14


credit, in each case together with any Refinancing thereof on any basis so long
as such Refinancing constitutes Debt; 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).

        "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.

        "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


<PAGE>

                                                                              15


        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;

                (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


<PAGE>

                                                                              16


        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 counterparty 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.

        "Debt Issuances" means, with respect to the Company or any Restricted
Subsidiary, one or more issuances after the Issue Date of Debt evidenced by
notes, debentures, bonds or other similar securities or instruments.

        "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:

                (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),


<PAGE>

                                                                              17


        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

                (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

<PAGE>


                                                                              18

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.

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

        "Existing Bank Credit Facilities" means the Credit Agreement, dated as
of February 1, 2001, among the Company, the banks, financial institutions and
other institutional lenders listed on the signature pages thereto, Bank of
America, N.A., as swing line bank, Banc of America Securities LLC and Salomon
Smith Barney Inc., as co-lead arrangers and joint book managers, Citicorp USA,
Inc., as syndication agent, The Bank of Nova Scotia, as documentation agent, and
Bank of America, N.A., as the administrative and collateral agent, as amended as
of the Issue Date.

        "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
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'slength 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,

<PAGE>

                                                                              19

                (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 on the Issue Date, 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 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


<PAGE>

                                                                              20


                (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 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



<PAGE>

                                                                              21


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 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.


<PAGE>

                                                                              22


        "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.

        "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:

                (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,

<PAGE>

                                                                              23


                (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 this Indenture.

                "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;

<PAGE>

                                                                              24


                (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 termsmay 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;

                (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;

<PAGE>

                                                                              25


                (k) any Person if the Investments are outstanding on January 18,
        2001 and not otherwise described in clauses (a) through (j) above;

                (l) any securities, derivative instruments or other Investments
        of any kind that are acquired and held for the benefit of Company
        employees in the ordinary course of business pursuant to deferred
        compensation plans or arrangements approved by the Board of Directors;
        provided, however, that (i) the amount of such Investment represents
        --------  -------
        funds paid or payable in respect of deferred compensation previously
        included as an expense in the calculation of Consolidated Net Income
        (and not excluded pursuant to clause (h) of the definition of
        Consolidated Net Income), and (ii) the terms of such Investment shall
        not require any additional Investment by the Company or any Restricted
        Subsidiary; and

                (m) 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 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;

                (c) 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;


<PAGE>

                                                                              26


                (d) 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;

                (e) 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;

                (f) 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;

                (g) 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;


<PAGE>

                                                                              27


                (h) 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;

                (i) 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;

                (j) 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;

                (k) 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;

                (l) 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;

                (m) 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;

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

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

<PAGE>

                                                                              28

                (p) Liens not otherwise described in clauses (a) through (o)
        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;

                (q) 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 (d), (e), (f), (j) or (k) 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 secured by Liens described
                under clause (d), (e), (f), (j) or (k) above, as the case may
                be, at the time the original Lien became a Permitted Lien under
                the indenture, and

                        (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;

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

                (s) Liens on cash or Temporary Cash Investments held as proceeds
        of Permitted Refinancing Debt pending the payment, purchase, defeasance
        or other retirement of the Debt being Refinanced; 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:



<PAGE>

                                                                              29


                (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;

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

<PAGE>
                                                                              30


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 this
Indenture, the value of any Property shall be its Fair Market Value.

        "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


<PAGE>



                                                                              31

        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

                (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


<PAGE>

                                                                              32


         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 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

<PAGE>

                                                                              33


                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.

        "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

<PAGE>

                                                                              34

        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
        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.

<PAGE>
                                                                              35


        "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.

         "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 January 18, 2001 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


<PAGE>

                                                                              36


                (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 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


<PAGE>

                                                                              37


                (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 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.

<PAGE>

                                                                              38


        "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.

        "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 Agreement" means the Voting Trust Agreement 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 Agreement.

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

        "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.
                                      ------------------

<TABLE>
<CAPTION>
                                                                                             Defined in
                        Term                                                                   Section
                        ----                                                                   -------
<S>                                                                                              <C>
"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
</TABLE>

<PAGE>

                                                                              39

<TABLE>
<S>                                                                                          <C>
"Global Security"....................................................................        Appendix A
"legal defeasance option"............................................................           8.01
"Legal Holiday"......................................................................          10.08
"Offer Amount".......................................................................           4.07
"Offer Period".......................................................................           4.07
"OID"................................................................................           2.01
"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
"Suspended Covenants"................................................................           4.01
</TABLE>


        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;


<PAGE>

                                                                              40



                (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;

                (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 unlimited. 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 $425.0
million (the "Original Securities"). With respect to any Securities issued after
the Issue Date (except for Securities authenticated and delivered upon
registration of transfer

<PAGE>

                                                                              41


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' 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 (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>

                                                                              42


        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>

                                                                              43

        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>

                                                                              44

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>

                                                                              45

        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.

        SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may
                      -------------
use "CUSIP", "ISIN" or "Common

<PAGE>

                                                                              46

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 in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called

<PAGE>

                                                                              47

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 at the redemption price
stated in the notice, plus accrued interest to the redemption date (subject to
the right of


<PAGE>

                                                                              48


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 this Indenture,

the Company and the Restricted Subsidiaries will not be subject to the following
Sections of this 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 Section 5.01 (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 ratings or downgrades the ratings assigned to the

<PAGE>

                                                                              49

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 January 18, 2001, 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 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

<PAGE>

                                                                              50
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, or

                (2) the Debt is Permitted Debt.

        "Permitted Debt" means:

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

                (b) Debt of the Company or a Restricted Subsidiary Incurred
        under any Credit Facilities, Incurred by the Company or a Restricted
        Subsidiary pursuant to a Real Estate Financing Transaction, a Sale and
        Leaseback Transaction, an Equipment Financing Transaction or Debt
        Issuances, Debt Incurred by the Company or a Restricted Subsidiary in
        respect of Capital Lease Obligations and Purchase Money Debt, 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:

                        (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 or otherwise Incurred pursuant to
                this clause (b) pursuant to Section 4.07 and

                        (2) the sum of the amounts equal to:


<PAGE>

                                                                              51


                                (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;

                (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

<PAGE>

                                                                              52

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

                (i) 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

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

For purposes of determining compliance with this Section 4.04,

        (A) in the event that an item of Debt meets the criteria of more than
one of the types of Debt described above, the Company, in its sole discretion,
will classify such item of Debt at the time of Incurrence and only be required
to include the amount and type of such Debt in one of the above clauses; and

        (B) the Company will be entitled to divide and classify an item of Debt
in more than one of the types of Debt described above.

        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,

<PAGE>

                                                                              53

                (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 January 18, 2001 (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 in which
                January 18, 2001 fell 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 January 18, 2001 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 January
                        18, 2001 upon the conversion or exchange of any Debt
                        issued or sold on or prior to January 18, 2001 that is
                        convertible or exchangeable for Capital Stock (other
                        than Disqualified Stock) of the 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

<PAGE>

                                                                              54


                (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 made after
                        January 18, 2001, 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 that such designation occurs after January 18,
                        2001); 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 this 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, if declared on or after
                    ----------------  -------
        January 18, 2001, 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 on or after January 18, 2001 in exchange for, or 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

<PAGE>

                                                                              55

        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 on or after January 18,
        2001 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 on or after January 18, 2001; and

                (e) permit a Restricted Subsidiary that is not a Wholly Owned
        Subsidiary to pay dividends to shareholders of that Restricted
        Subsidiary on or after January 18, 2001 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.

        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.

<PAGE>

                                                                              56


        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 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 Incurred pursuant to clause (b) of the
                definition of Permitted Debt (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

<PAGE>

                                                                              57

                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
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

<PAGE>

                                                                              58

                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
                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


<PAGE>

                                                                              59


                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 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 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.

<PAGE>

                                                                              60

        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 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,

                                (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 this
                        Indenture, or

<PAGE>

                                                                              61

                                (E) constituting Standard Securitization
                        Undertakings relating solely to, and restricting only
                        the rights of, a Receivables Entity in connection with a
                        Qualified Receivables Transaction, 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
                        Securities 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

                                (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


<PAGE>

                                                                              62


                        (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;

                (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 in compliance with applicable laws 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;

<PAGE>

                                                                              63


                (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;

                (f) the Existing Policies or any transaction contemplated
        thereby; and

                (g) any sale of shares of Capital Stock (other than Disqualified
        Stock) of the Company.


        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.

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



<PAGE>

                                                                              64

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 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).

<PAGE>

                                                                              65


        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, 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


<PAGE>

                                                                              66

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) 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
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.

<PAGE>

                                                                              67


        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. 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 this Indenture to be performed by the Company;

                (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

<PAGE>

                                                                              68

        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 Section 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.

        The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company under this 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.


<PAGE>

                                                                              69


                                   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;

                (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;


<PAGE>

                                                                              70

                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.

        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


<PAGE>

                                                                              71

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 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


<PAGE>

                                                                              72

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 reasonable security or
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 security or
        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

<PAGE>

                                                                              73
        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.

        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,

<PAGE>

                                                                              74
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 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.


<PAGE>

                                                                              75


                                  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 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.

<PAGE>

                                                                              76


                (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 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.

<PAGE>

                                                                              77


                (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 reasonably satisfactory to 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.


<PAGE>

                                                                              78


        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, 2002, 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.

        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 outof- 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. 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
except to the extent that the Company shall have been actually prejudiced as a
result of such failure. The Company shall defend the claim and the Trustee may
have separate counsel and the Company shall pay the fees and expenses of such


<PAGE>

                                                                              79


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
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.


<PAGE>

                                                                              80


        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.

        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.

<PAGE>

                                                                              81

        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
                       ----------------------------------

        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,

<PAGE>

                                                                              82

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 Section 5.01 ("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 Section 5.01.

        Upon satisfaction of the conditions set forth herein and upon request of
the Company, accompanied by an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent specified herein relating to the
defeasance contemplated have been complied with, the Trustee shall acknowledge
in writing the discharge of those obligations that the Company terminates.

                (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 certified public accountants
        expressing their opinion that the payments of principal and


<PAGE>

                                                                              83


        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 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 Securityholders 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

<PAGE>

                                                                              84


        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.

        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


<PAGE>

                                                                              85

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;

                (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) evidence and provide for the acceptance of appointment by a
        successor trustee;

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

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

        After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to

<PAGE>

                                                                              86


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 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


<PAGE>

                                                                              87


                (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 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


<PAGE>

                                                                              88

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
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


<PAGE>

                                                                              89


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:

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, DE 19890-0001
                        Facsimile: (302) 636-4140

                        Attention of: Corporate Trust
                                      Administration

        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 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

<PAGE>

                                                                              90

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;

                (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,


<PAGE>

                                                                              91

only Securities outstanding at the time shall be considered in any such
determination.

         SECTION 10.07. Rules by Trustee, Paying Agent and Registrar.
                        --------------------------------------------
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 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

<PAGE>

                                                                              92


considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.


<PAGE>

                                                                              93


                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:



                                        WILMINGTON TRUST COMPANY,



                                        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.

        "Distribution 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 12-1/4% Senior Notes due 2008 to be
issued pursuant to this Indenture in connection with a Registered Exchange Offer
pursuant to the Registration Rights 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.

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

        "Initial Purchasers" means Salomon Smith Barney Inc., Banc of America
Securities LLC, Scotia Capital (USA) Inc., Credit Suisse First Boston Corp, J.P.
Morgan


<PAGE>

                                                                               2

Securities Inc., Fleet Securities, Inc. and Sun Trust Capital Markets, Inc.

        "Initial Securities" means the 12-1/4% Senior Notes due 2012, to be
issued from time to time, in one or more series as provided for in this
Indenture.

        "Original Securities" means Initial Securities in the aggregate
principal amount of $425.0 million issued on December 4, 2002.

        "Private Exchange" means the offer by the Company, pursuant to Section 2
of the Registration Rights Agreement dated November 26, 2002, or pursuant to any
similar provision of any other Registration Rights 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 12-1/4% Senior Notes due 2012 to
be issued pursuant to this Indenture in connection with a Private Exchange
pursuant to a Registration Rights Agreement.

        "Purchase Agreement" means the Purchase Agreement dated November 26,
2002, 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 Rights 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 Rights Agreement" means the Registration Rights Agreement
dated November 26, 2002, among the Company and the Initial Purchasers relating
to the Original Securities, or any similar agreement relating to any additional
Initial Securities.

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

<PAGE>

                                                                               3

        "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 Rights 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.

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

<TABLE>
<CAPTION>
                                                                                                        Defined in
                Term                                                                                     Section:
                ----                                                                                     --------
<S>                                                                                                         <C>

"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)
</TABLE>

        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.

<PAGE>

                                                                               4


                (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 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


<PAGE>

                                                                               5

        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
$425.0 million, (2) additional Initial Securities, if and when issued, in an
aggregate principal amount as established in or pursuant to a resolution of the
Board of Directors of the Company 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 Rights 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 the aggregate principal amount established in or
pursuant to a resolution of the Board of Directors of the Company, except as
provided in Section 2.08 of this Indenture.

        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,


<PAGE>

                                                                               6


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).

                (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

<PAGE>

                                                                               7


        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 B 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 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

<PAGE>

                                                                               8



        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 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

<PAGE>

                                                                               9

        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 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


<PAGE>

                                                                              10


        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 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

<PAGE>

                                                                              11

        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
        Registrar or 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 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 pro-


<PAGE>

                                                                              12



        cedures 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, 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

<PAGE>

                                                                              13


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

<PAGE>

                                                                               2

THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
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$__________

                          12-1/4% Senior Note due 2012

                                                         CUSIP No.[52736R AM 4]1
                                                                  [U52799 AF 7]2
                                                      ISIN No. [US52736RAM43](1)
                                                                [USU52799AF7](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 December 15, 2012.

                Interest Payment Dates: June 15 and December 15.

                      Record Dates: June 1 and December 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:

WILMINGTON TRUST COMPANY,

    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]
                          12-1/4% Senior Note due 2012


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 June 15 and December 15 of each year,
commencing June 15, 2003. 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 December 4, 2002. 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 November 26, 2002,
among the Company and the Purchasers named therein (the "Registration Rights
Agreement"). Capitalized terms used in this paragraph (b) but not defined herein
have the meanings assigned to them in the Registration Rights 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
90th 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 180th 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
210th day following the date of the original issuance of the Securities, or (iv)
after either the Exchange Offer Registration Statement or 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 Rights 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 on the principal
amount of the Securities (in addition to stated interest on the Securities) from
and including the date on which the first such Registration

<PAGE>

                                                                               4

Default shall occur to but excluding the date on which all Registration Defaults
have 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 June
15 and December 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 June 1 or December 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, Wilmington Trust Company, a Delaware banking
corporation (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
December 4, 2002 (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 unsubordinated unsecured obligations of the
Company limited to an aggregate principal amount at any one time outstanding as
established in or pursuant to a resolution of the Board of Directors of 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 $425.0 million. The Securities include the
Original Securities, additional Initial Securities that may be issued under the
Indenture up to an aggregate principal amount as established in or pursuant to a
resolution of the Board of Directors, 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 $[ ]. The
Securities include such additional Securities, the Original Securities in an
aggregate principal amount of $425.0 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 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.


<PAGE>

                                                                               6


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

                Except as set forth below, the Securities may not be redeemable
prior to December 15, 2007. 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 December 15 of the
years set forth below:

<TABLE>
<CAPTION>
                                                                                            Redemption
Period                                                                                         Price
------                                                                                         -----
<S>                                                                                             <C>

2007...........................................................................              106.125%
2008...........................................................................              104.083%
2009...........................................................................              102.042%
2010 and thereafter............................................................              100.000%
</TABLE>


                Notwithstanding the foregoing, on or prior to December 15, 2005,
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 112.25% 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
is 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 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


<PAGE>

                                                                               7


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.

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.

<PAGE>

                                                                               8

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 add Guarantees with respect to the
Securities; (v) to secure the Securities, to add additional covenants or to
surrender rights and powers conferred on the Company; (vi) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (vii) to evidence and provide for the acceptance of
appointment by a successor trustee; (viii) to make any change that does not
adversely affect the rights of any Securityholder; or (ix) to provide for the
issuance of additional securities in accordance with the Indenture.

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


<PAGE>

                                                                               9

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.

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).

<PAGE>

                                                                              10


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 transaction 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>
<S>                   <C>                     <C>                     <C>                   <C>
Date of        Amount of decrease       Amount of increase      Principal amount        Signature of
Exchange       in Principal             in Principal            of this Global          authorized
               Amount of this           Amount of this          Security following      signatory of
               Global Security          Global Security         such decrease or        Trustee or
                                                                increase                Securities
                                                                                        Custodian
</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 $__________

                          12-1/4% Senior Note due 2012

                                                         CUSIP No.[52736R AM 4]1
                                                                  [U52799 AF 7]2
                                                      ISIN No. [US52736RAM43](1)
                                                                [USU52799AF7](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
December 15, 2012.

                Interest Payment Dates: June 15 and December 15.

                      Record Dates: June 1 and December 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:

WILMINGTON TRUST COMPANY,

    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]

                          12-1/4% Senior Note due 2012


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 June 15 and December 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 December 4, 2002. 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 June 1 or December 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, WILMINGTON TRUST COMPANY, a Delaware banking
corporation (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
December 4, 2002 (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 unsubordinated unsecured obligations of the
Company limited to an aggregate principal amount at any one time outstanding as
established in or pursuant to a resolution of the Board of Directors of 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 $425.0 million and
additional Initial Securities that may be issued under the Indenture up to an
aggregate principal amount as established in or pursuant to a resolution of the
Board of Directors. 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 December 15, 2007. 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 December 15 of the
years set forth below:

<TABLE>
<CAPTION>
                                                                                            Redemption
Period                                                                                         Price
------                                                                                         -----
<S>                                                                                             <C>

2007...........................................................................              106.125%
2008...........................................................................              104.083%
2009...........................................................................              102.042%
2010 and thereafter............................................................              100.000%
</TABLE>

                Notwithstanding the foregoing, on or prior to December 15, 2005,
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 112.25% 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
is 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 add Guarantees with respect to the
Securities; (v) to secure the Securities, to add additional covenants or to
surrender rights and powers conferred on the Company; (vi) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (vii) to evidence and provide for the acceptance of
appointment by a successor trustee; (viii) to make any change that does not
adversely affect the rights of any Securityholder; or (ix) to provide for the
issuance of additional securities in accordance with the Indenture.

<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 12-1/4% Senior Notes due 2012 (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," 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," 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:________________________