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                                                                   EXHIBIT 4.18

                                                                  Execution Copy



                               LEVI STRAUSS & CO.

                                  $100,000,000

                         12-1/4% Senior Notes due 2012


                         REGISTRATION RIGHTS AGREEMENT


                                                                January 15, 2003

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

As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                Levi Strauss & Co., a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even
date herewith (the "Purchase Agreement"), its $100,000,000 of 12-1/4% Senior
Notes due 2012 ( the "Securities") relating to the initial placement of the
Securities (the "Initial Placement"). To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company agrees with you for your benefit and the benefit of the
holders from time to time of the Securities (including the Initial Purchasers)
(each a "Holder" and, together, the "Holders"), as follows:

                1. Definitions. Capitalized terms used herein without definition
                   -----------
shall have the respective meanings set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized defined terms shall have the
following meanings:

                "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

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                "Affiliate" of any specified person shall mean any other person
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person shall mean the power, direct or indirect, to direct or cause
the direction of the management and policies of such person whether by contract
or otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

                "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                "Commission" shall mean the Securities and Exchange Commission.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
as Amended, and the rules and regulations of the Commission promulgated
thereunder.

                "Exchange Offer Prospectus" shall mean the prospectus included
in the Exchange Offer Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the New Securities covered by such Exchange Offer Registration Statement, and
all amendments and supplements thereto and all material incorporated by
reference therein.

                "Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Exchange Offer Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

               "Holder" shall have the meaning set forth in the preamble hereto.

                "Indenture" shall mean the indenture relating to the Securities,
dated as of December 4, 2002, between the Company and Wilmington Trust Company
as trustee, as the same may be amended from time to time in accordance with the
terms thereof.

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<PAGE>

                "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

                "New Securities Indenture" shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to
the Indenture (except that the interest rate step-up provisions will be modified
or eliminated, as appropriate).

                "New Securities Trustee" shall mean the Trustee or a bank or
trust company reasonably satisfactory to the Initial Purchasers, as trustee with
respect to the New Securities under the New Securities Indenture.

                "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                                       3

<PAGE>

                "Securities" shall have the meaning set forth in the preamble
hereto.

                "Shelf Registration" shall mean a registration effected pursuant
to Section 3 hereof.

                "Shelf Registration Period" has the meaning set forth in Section
3(b) hereof.

                "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

                "underwriter" shall mean any underwriter of Securities in
connection  with an offering thereof under a Shelf Registration Statement.

                2. Registered Exchange Offer. (a) The Company shall prepare and,
                   -------------------------
not later than 90 days following December 4, 2002, shall file with the
Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Act within 180 days of December 4, 2002.

                (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

                (c) In connection with the Registered Exchange Offer, the
Company shall:

                (i) mail to each Holder a copy of the Prospectus forming part of
        the Exchange Offer Registration Statement, together with an appropriate
        letter of transmittal and related documents;

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<PAGE>

                (ii) keep the Registered Exchange Offer open for not less than
        30 days and not more than 45 days after the date notice thereof is
        mailed to the Holders (or, in each case, longer if required by
        applicable law);

                (iii) use its reasonable best efforts to keep the Exchange Offer
        Registration Statement continuously effective, supplemented and amended
        as required, under the Act to ensure that it is available for sales of
        New Securities by Exchanging Dealers during the Exchange Offer
        Registration Period; provided that if any Initial Purchaser holds
                             --------
        Securities that it acquired for its own account as a result of
        market-making activities or other trading activities (but not directly
        from the Company or any Affiliate of the Company) after the expiration
        of the Exchange Offer Registration Period, that Initial Purchaser shall
        have the right, for 90 days immediately following the expiration of the
        Exchange Offer Registration Period, to request the Company to prepare a
        prospectus for use by that Initial Purchaser for sales of New
        Securities, and the Company shall use its reasonable best efforts to
        prepare that prospectus for such use;

                (iv) utilize the services of a depositary for the Registered
        Exchange Offer with an address in the Borough of Manhattan in New York
        City, which may be the Trustee, the New Securities Trustee or an
        Affiliate of either of them;

                (v) permit Holders to withdraw tendered Securities at any time
        prior to the close of business, New York time, on the last Business Day
        on which the Registered Exchange Offer is open;

                (vi) prior to effectiveness of the Exchange Offer Registration
        Statement, if requested or required by the Commission, provide a
        supplemental letter to the Commission (A) stating that the Company is
        conducting the Registered Exchange Offer in reliance on the position of
        the Commission in Exxon Capital Holdings Corporation (pub. avail. May
                          ----------------------------------
        13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991);
                      ---------------------------
        and (B) including a representation that the Company has not entered into
        any arrangement or understanding with any person to distribute the New
        Securities to be received in the Registered Exchange Offer and that, to
        the best of the Company's information and belief, each Holder
        participating in the Registered Exchange Offer is acquiring the New
        Securities in the ordinary course of business and has no arrangement or
        understanding with any person to participate in the distribution of the
        New Securities; and

                (vii) comply in all respects with all applicable laws.

                (d) As soon as practicable after the close of the Registered
 Exchange Offer, the Company shall:

                (i) accept for exchange all Securities tendered and not validly
        withdrawn pursuant to the Registered Exchange Offer;

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                (ii) deliver to the Trustee for cancelation in accordance with
        Section 4(s) all Securities so accepted for exchange; and

                (iii) cause the New Securities Trustee promptly to authenticate
        and deliver to each Holder of Securities a principal amount of New
        Securities equal to the principal amount of the Securities of such
        Holder so accepted for exchange.

                (e) Each Holder hereby acknowledges and agrees that any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Morgan Stanley
                                                                 --------------
and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation
------------                                 ----------------------------------
(pub. avail. May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y)
must comply with the registration and prospectus delivery requirements of the
Act in connection with any secondary resale transaction which must be covered by
an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company that, at the time of the
consummation of the Registered Exchange Offer:

                (i) any New Securities received by such Holder will be acquired
        in the ordinary course of business;

                (ii) such Holder will have no arrangement or understanding with
        any person to participate in the distribution of the Securities or the
        New Securities within the meaning of the Act; and

                (iii) such Holder is not an Affiliate of the Company.

                (f) If any Initial Purchaser determines that it is not eligible
to participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its reasonable best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP numbers for such New Securities as for
New Securities issued pursuant to the Registered Exchange Offer.

        3. Shelf Registration. (a) If (i) due to any change in law or applicable
           ------------------
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
the Exchange Offer Registration Statement is not declared effective within 180
days of December 4, 2002 or the Registered Exchange Offer is not consummated
within 210 days of December 4, 2002; (iii) any Initial Purchaser so requests
within

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<PAGE>

45 days of consummation of the Registered Exchange Offer with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so
requests within 45 days of consummation of the Registered Exchange Offer on the
basis that such Holder was not eligible to participate in the Registered
Exchange Offer or does not receive freely tradeable New Securities in the
Registered Exchange Offer other than by reason of such Holder being an Affiliate
of the Company (it being understood that a requirement to deliver a Prospectus
in connection with market-making activities or other trading shall not result in
the applicable securities not being "freely tradeable"); or (v) in the case of
any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in
connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

                (b) (i) The Company shall as promptly as practicable (but in no
event more than 60 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall cause to be declared effective
under the Act a Shelf Registration Statement relating to the offer and sale of
the Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
                                                            --------  -------
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
                               -------- -------
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

                (ii) The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the Closing Date
or such shorter period that will terminate when all the Securities or New
Securities, as applicable, covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration Period"). The Company shall be deemed not
to have used its

                                        7

<PAGE>

reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if it voluntarily takes any action that would result
in Holders of Securities covered thereby not being able to offer and sell such
Securities during that period, unless (A) such action is required by applicable
law; or (B) such action is taken by the Company in good faith and for valid
business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements of Section 4(k)
hereof, if applicable. The Company is expressly permitted to suspend the
effectiveness of the Shelf Registration Statement in good faith in connection
with the acquisition or divestiture of assets, so long as the Company promptly
thereafter complies with the requirements of Section 4(k) hereof, if applicable.

                4. Additional Registration Procedures. In connection with any
                   ----------------------------------
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                (a) The Company shall:

                (i) furnish to you, not less than five Business Days prior to
        the filing thereof with the Commission, a copy of any Exchange Offer
        Registration Statement and any Shelf Registration Statement, and each
        amendment thereof and each amendment or supplement, if any, to the
        Prospectus included therein (including all documents incorporated by
        reference therein after the initial filing) and shall use its reasonable
        best efforts to reflect in each such document, when so filed with the
        Commission, such comments as you reasonably propose;

                (ii) include the information set forth in Annex A hereto on the
        facing page of the Exchange Offer Registration Statement, in Annex B
        hereto in the forepart of the Exchange Offer Registration Statement in a
        section setting forth details of the Exchange Offer, in Annex C hereto
        in the underwriting or plan of distribution section of the Prospectus
        contained in the Exchange Offer Registration Statement, and in Annex D
        hereto in the letter of transmittal delivered pursuant to the Registered
        Exchange Offer;

                (iii) if requested by an Initial Purchaser, include the
        information required by Item 507 or 508 of Regulation S-K, as
        applicable, in the Prospectus contained in the Exchange Offer
        Registration Statement; and

                (iv) in the case of a Shelf Registration Statement, include the
        names of the Holders that propose to sell Securities pursuant to the
        Shelf Registration Statement as selling security holders.

                (b) The Company shall ensure that:

                (i) any Registration Statement and any amendment thereto and any
        Prospectus forming part thereof and any amendment or supplement thereto
        complies in all material respects with the Act and the rules and
        regulations thereunder;

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                (ii) any Registration Statement and any amendment thereto does
        not, when it becomes effective, contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading;
        provided, however, that the Holders shall ensure that written
        --------  -------
        information furnished to the Company by or on behalf of any Holder
        specifically for inclusion in such Registration Statement and any
        amendment thereto, shall not contain an untrue statement of a material
        fact or omit to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading; and

                (iii) any Prospectus forming part of any Registration Statement,
        and any amendment or supplement to such Prospectus, does not include an
        untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading; provided,
                                                                  --------
        however, that the Holders shall ensure that written information
        -------
        furnished to the Company by or on behalf of any Holder specifically for
        inclusion in such Registration Statement and any amendment thereto,
        shall not contain an untrue statement of a material fact or omit to
        state a material fact required to be stated therein or necessary to make
        the statements therein not misleading.

                (c) The Company shall advise you, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii) through (v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):

                (i) when a Registration Statement and any amendment thereto has
        been filed with the Commission and when the Registration Statement or
        any post-effective amendment thereto has become effective;

                (ii) of any request by the Commission for any amendment or
        supplement to the Registration Statement or the Prospectus or for
        additional information;

                (iii) of the issuance by the Commission of any stop order
        suspending the effectiveness of the Registration Statement or the
        initiation of any proceedings for that purpose;

                (iv) of the receipt by the Company of any notification with
        respect to the suspension of the qualification of the securities
        included therein for sale in any jurisdiction or the initiation of any
        proceeding for such purpose; and (v) of the happening of any event that
        requires any change in the Registration Statement or the Prospectus so
        that, as of such date, the statements therein are not misleading and do
        not omit to state a material fact required to be stated therein or

                                       9

<PAGE>

        necessary to make the statements therein (in the case of the Prospectus,
        in the light of the circumstances under which they were made) not
        misleading.

                (d) The Company shall use its reasonable best efforts to obtain
the withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

                (e) The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).


                (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Securities in connection with the
offering and sale of the Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.


                (g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any posteffective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).


                (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.


                (i) Prior to the Registered Exchange Offer or any other offering
of Securities pursuant to any Registration Statement, the Company shall arrange,
if necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such United States and European Union jurisdictions as
any Holder shall reasonably request and will maintain such qualification in
effect so long as required; provided that in no event shall the Company be
                            --------
obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take

                                       10

<PAGE>

any action that would subject it to service of process in suits in any such
jurisdiction where it is not then so subject.

                (j) The Company shall cooperate with the Holders of Securities
to facilitate the timely preparation and delivery of certificates representing
New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

                (k) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to Initial Purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

                (l) Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

                (n) The Company shall cause the Indenture or the New Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.

                (o) The Company may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to (i) furnish to the Company such
information regarding the Holder and the distribution of such Securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement and (ii) provide the indemnity contemplated by Section
6(b). The Company may exclude from such Shelf Registration Statement the
Securities of any Holder that fails to furnish such information or fails to
provide the indemnity within a reasonable time after receiving such request.

                (p) In the case of any Shelf Registration Statement, the Company
shall enter into such agreements (including if requested an underwriting
agreement in customary form) and take

                                       11

<PAGE>

all other reasonable, appropriate actions in order to expedite or facilitate the
registration or the disposition of the Securities, and in connection therewith,
if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth
in Section 6 (or such other provisions and procedures acceptable to the Majority
Holders and the Managing Underwriters, if any) with respect to all parties to be
indemnified pursuant to Section 6.

                (q) In the case of any Shelf Registration Statement, the Company
shall:

                (i) make reasonably available for inspection by the Holders of
        Securities to be registered thereunder, any underwriter participating in
        any disposition pursuant to such Registration Statement, and any
        attorney, accountant or other agent retained by the Holders or any such
        underwriter all relevant financial and other records, pertinent
        corporate documents and properties of the Company and its subsidiaries;
        provided, however, that any information that is designated in writing by
        --------  -------
        Company, in good faith, as confidential at the time of delivery of
        such information shall be kept confidential by the Holders or any such
        underwriter, attorney, accountant or agent, unless such disclosure is
        made in connection with a court proceeding or required by law, or such
        information becomes available to the public generally or through a third
        party without an accompanying obligation of confidentiality; and
        provided further that the Company shall be entitled to coordinate such
        -------- -------
        access to its financial and other records, corporate documents and
        properties in a manner that does not unreasonably interfere with the
        business operations of the Company or its subsidiaries;

                (ii) cause the Company's officers, directors and employees to
        supply all relevant information reasonably requested by the Holders or
        any such underwriter, attorney, accountant or agent in connection with
        any such Registration Statement as is customary for similar due
        diligence examinations; provided, however, that any information that is
                                --------  -------
        designated in writing by the Company, in good faith, as confidential at
        the time of delivery of such information shall be kept confidential by
        the Holders or any such underwriter, attorney, accountant or agent,
        unless such disclosure is made in connection with a court proceeding or
        required by law, or such information becomes available to the public
        generally or through a third party without an accompanying obligation of
        confidentiality; and provided further that the Company shall be entitled
        to respond to such information requests in a coordinated fashion such
        that such requests do not unreasonably interfere with the business
        operations of the Company or its subsidiaries;

                (iii) make such representations and warranties to the Holders of
        Securities registered thereunder and the underwriters, if any, in form,
        substance and scope as are customarily made by issuers to underwriters
        in primary underwritten offerings and covering matters including, but
        not limited to, those set forth in the Purchase Agreement;

                (iv) obtain opinions of counsel to the Company and updates
        thereof (which counsel and opinions (in form, scope and substance) shall
        be reasonably satisfactory to the Managing Underwriters, if any)
        addressed to each selling Holder and the underwriters, if any, covering
        such matters as are customarily covered in opinions

                                       12

<PAGE>

        requested in underwritten offerings and such other matters as may be
        reasonably requested by such Holders and underwriters;

                (v) obtain "cold comfort" letters and updates thereof from the
        independent certified public accountants of the Company (and, if
        necessary, any other independent certified public accountants of any
        subsidiary of the Company or of any business acquired by the Company for
        which financial statements and financial data are, or are required to
        be, included in the Registration Statement), addressed to each selling
        Holder of Securities registered thereunder and the underwriters, if any,
        in customary form and covering matters of the type customarily covered
        in "cold comfort" letters in connection with primary underwritten
        offerings; and

                (vi) deliver such documents and certificates as may be
        reasonably requested by the Majority Holders and the Managing
        Underwriters, if any, including those to evidence compliance with
        Section 4(k) and with any customary conditions contained in the
        underwriting agreement or other agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this subsection
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                (r) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or cause to be marked, on the Securities so exchanged that such Securities
are being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

                (s) The Company will use its reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                (t) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

                (i) if such Rules or By-Laws shall so require, engaging a
        "qualified independent underwriter" (as defined in such Rules) to
        participate in the preparation of the

                                       13


<PAGE>

        Registration Statement, to exercise usual standards of due diligence
        with respect thereto and, if any portion of the offering contemplated by
        such Registration Statement is an underwritten offering or is made
        through a placement or sales agent, to recommend the yield of such
        Securities;

                (ii) indemnifying any such qualified independent underwriter to
        the extent of the indemnification of underwriters provided in Section 6
        hereof; and

                (iii) providing such information to such Broker-Dealer as may be
        required in order for such Broker-Dealer to comply with the requirements
        of such Rules.

                (u) The Company shall use its reasonable best efforts to take
all other steps necessary to effect the registration of the Securities or the
New Securities, as the case may be, covered by a Registration Statement.

                5. Registration Expenses. The Company shall bear all expenses
                   ---------------------
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

                6. Indemnification and Contribution. (a) The Company agrees to
                   --------------------------------
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
                                                                --------
however, that the Company will not be liable in any case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such Holder specifically for
inclusion therein; and provided further, however, that with respect to any
                       -------- -------  -------
untrue statement or omission of a material fact made in a preliminary
Prospectus, the indemnity agreement contained in this Section 6(a) shall not
inure to the benefit

                                       14

<PAGE>

of any person to the extent that any such loss, claim, damage or liability of
such person occurs under the circumstance where it shall have been determined by
a court of competent jurisdiction by final and nonappealable judgment that (i)
the untrue statement or omission of a material fact contained in the preliminary
Prospectus was corrected in the final Prospectus or in an amendment or
supplement thereto, (ii) the Company had previously furnished copies of the
final Prospectus, amendment or supplement to such person and (iii) such loss,
claim, damage or liability results from the fact that there was not sent or
given by such person at or prior to the written confirmation of the sale of such
Securities, a copy of the final Prospectus, amendment or supplement. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

                The Company also agrees to indemnify or contribute as provided
in Section 6(d) to Losses of each underwriter of Securities or New Securities,
as the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration
Statement and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.

                (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
                                             --------  -------
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and

                                       15

<PAGE>

the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
The indemnifying party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for fees and
expenses of more than one separate law firm of attorneys (in addition to any
local counsel) for all indemnified parties and all such fees and expenses shall
be reimbursed as incurred. Such firm shall be designated by Salomon Smith Barney
Inc. in the case of the parties indemnified pursuant to Section 6(a) and by the
Company in the case of parties indemnified pursuant to Section 6(b). Each
indemnified party shall use all reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim.

                (d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
--------  -------
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other

                                       16

<PAGE>

relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth on the cover page of the Final Memorandum.
Benefits received by the Initial Purchasers shall be deemed to be equal to the
total purchase discounts and commissions as set forth on the cover page of the
Final Memorandum, and benefits received by any other Holders shall be deemed to
be equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act or selling Securities or New Securities, as applicable,
under a Shelf Registration Statement. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

                (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the directors, officers, employees, agents or controlling
persons referred to in this Section hereof, and will survive the sale by a
Holder of securities covered by a Registration Statement.

                7. Underwritten Registrations. (a) If any of the Securities or
                   --------------------------
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders, provided, however, that such Managing
                                  --------  -------
Underwriters must be reasonably satisfactory to the Company.

                (b) No person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such person (i) agrees to
sell such person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements; and (iii) agrees to be bound by Section 6(b) hereof.

                                       17

<PAGE>

                8. No Inconsistent Agreements. The Company has not, as of the
                   --------------------------
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                9. Amendments and Waivers. The provisions of this Agreement,
                   ----------------------
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of at least a majority of the then outstanding aggregate
principal amount of Securities (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
                                                                        --------
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                10.  Notices. All notices and other communications provided for
                     -------
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                (a) if to a Holder, at the most current address given by such
Holder to the Company in accordance with the provisions of this Section, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Smith Barney Inc.

                (b) if to you, initially at the respective addresses set forth
in the Purchase Agreement; and

                (c) if to the Company, initially at its address set forth in the
Purchase Agreement.

                All such notices and communications shall be deemed to have been
duly given when received.

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

                11. Successors. This Agreement shall inure to the benefit of and
                    ----------
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder who receives and accepts
any

                                       18

<PAGE>

benefits of this Agreement and who is thereafter bound by the obligations of
this Agreement may specifically enforce the provisions of this Agreement as if
an original party hereto. Notwithstanding the foregoing, nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Securities or
New Securities in violation of the terms of the Purchase Agreement or the
Indenture. Each Holder who receives and accepts any benefits of this Agreement
will be deemed to agree to be bound by and comply with the terms and provisions
of this Agreement.

                12. Counterparts. This Agreement may be in signed counterparts,
                   -------------
each of which shall an original and all of which together shall constitute one
and the same agreement.

                13. Headings. The headings used herein are for convenience only
                   ---------
and shall not affect the construction hereof.

                14. Applicable Law. This Agreement shall be governed by and
                   ---------------
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                15. Severability. In the event that any one of more of the
                   -------------
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                16. Securities Held by the Company, etc. Whenever the consent or
                   ------------------------------------
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates shall be disregarded and
deemed not to be outstanding in determining whether such consent or approval was
given by the Holders of such required percentage.

                                       19

<PAGE>

                If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                        Very truly yours,
                                        Levi Strauss & Co.

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

                                       20

<PAGE>

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

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


By: Salomon Smith Barney Inc.




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

For themselves and the other several Initial
Purchasers named in Schedule I to
the Purchase Agreement.

                                       21

<PAGE>

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 180 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".


                                       22

<PAGE>


ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution".


                                       23

<PAGE>

ANNEX C


                              PLAN OF DISTRIBUTION


                Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
marketmaking activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 2003, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

                The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-thecounter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit
resulting from any such resale of New Securities and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                For a period of 180 days after the Expiration Date, the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

                                       24

<PAGE>

ANNEX D

Rider A
-------

                / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                    ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                    AMENDMENTS OR SUPPLEMENTS THERETO.
                    Name:
                             ------------------------------------------
                    Address:
                             ------------------------------------------

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


Rider B
------

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker- Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


                                       25