<PAGE>


                                                                   EXHIBIT 4.17

                                                                  Execution Copy


                               LEVI STRAUSS & CO.

                                  $100,000,000

                         12-1/4% Senior Notes due 2012


                               PURCHASE AGREEMENT


                                                                January 15, 2003

Salomon Smith Barney Inc.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Credit Suisse First Boston LLC
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 the several parties named in
Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $100,000,000 principal amount
of its 12-1/4% Senior Notes due 2012 (the "Securities"). The Securities are to
be issued under an indenture, (the "Indenture"), dated as of December 4, 2002,
between the Company and Wilmington Trust Company, as trustee (the "Trustee").
The Company has previously issued $425,000,000 principal amount of 12-1/4%
Senior Notes due 2012 and, prior to the Closing Date (as defined in Section 3
hereof), proposes to issue an additional $50,000,000 principal amount of 12-1/4%
Senior Notes due 2012 pursuant to the Indenture (collectively, the "Existing
Securities"). The Securities have the benefit of a Registration Rights Agreement
(the "Registration Rights Agreement"), dated the date hereof, between the
Company and the Initial Purchasers, pursuant to which the Company has agreed to
register the Securities under the Act subject to the terms and conditions
therein specified. To the extent there are no additional parties listed on
Schedule I other than you, the term Representative as used herein shall mean you
as the Initial Purchasers, and the terms Representatives and Initial Purchasers
shall mean either the singular or plural as the context requires. The use of the
neuter in this Agreement shall include the feminine and masculine wherever
appropriate. Certain terms used herein are defined in Section 17 hereof.

        The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Act in reliance upon exemptions
from the registration requirements of the Act.

        In connection with the sale of the Securities, the Company has prepared
an offering memorandum, dated January 15, 2003 (as amended or supplemented at
the Execution

                                       1

<PAGE>

Time, including any and all exhibits thereto and any information incorporated by
reference therein, the "Offering Memorandum"). The Offering Memorandum sets
forth certain information concerning the Company and the Securities. The Company
hereby confirms that it has authorized the use of the Offering Memorandum, and
any amendment or supplement thereto, in connection with the offer and sale of
the Securities by the Initial Purchasers. Unless stated to the contrary,
references herein to the Offering Memorandum at the Execution Time are not meant
to include any information incorporated by reference therein subsequent to the
Execution Time, and any references herein to the terms "amend", "amendment" or
"supplement" with respect to the Offering Memorandum shall be deemed to refer to
and include any information filed under the Exchange Act subsequent to the
Execution Time which is incorporated by reference therein.

                1. Representations and Warranties. The Company represents and
                   ------------------------------
warrants to each Initial Purchaser as set forth below in this Section 1.

                (a) At the Execution Time and on the Closing Date (as defined in
        Section 3 hereof), the Offering Memorandum did not, and  will  not  (and
        any amendment or supplement thereto, at the date thereof and at the
        Closing Date will not), contain any 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; provided, however, that the Company makes no
                        --------  -------
        representation or warranty as to the information contained in or omitted
        from the Offering Memorandum, or any amendment or supplement thereto, in
        reliance upon and in conformity with information furnished in writing to
        the Company by or on behalf of the Initial Purchasers through the
        Representatives specifically for inclusion therein.

                (b) All documents filed by the Company under the Exchange Act
        (the "Exchange Act Documents"), when they were filed with the
        Commission, complied as to form in all material respects with the
        requirements of the Exchange Act, and the rules and regulations of the
        Commission thereunder, and, when they were so filed, did not contain any
        untrue statement of material fact or omit to state any material fact
        necessary to make the statements therein, in light of the circumstances
        under which they were made, not misleading.

                (c) Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf (other than the Initial Purchasers,
        as to whom the Company makes no representations) has, directly or
        indirectly, made offers or sales of any security, or solicited offers to
        buy any security, under circumstances that would require the
        registration of the Securities under the Act.

                (d) Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf (other than the Initial Purchasers,
        as to whom the Company makes no representations) has engaged in any form
        of general solicitation or general advertising (within the meaning of
        Regulation D) in connection with any offer or sale of the Securities in
        the United States.

                (e) The Securities satisfy the eligibility requirements of Rule
        144A(d)(3) under the Act.

                (f) Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf (other than the Initial Purchasers,
        as to whom the Company makes no representations) has engaged in any
        directed selling efforts with respect to the Securities, and each of
        them has complied with the offering restrictions requirements of

                                       2

<PAGE>

        Regulation S. Terms used in this paragraph have the meanings given to
        them by Regulation S.

                (g) The Company has been advised by The Portal Market of the
        NASD that the Securities have been designated Portal-eligible securities
        in accordance with the rules and regulations of the NASD and will be
        eligible to trade on a fungible basis with the Existing Securities.

                (h) The Company is not, and after giving effect to the offering
        and sale of the Securities and the application of the proceeds thereof
        as described in the Offering Memorandum will not be, an "investment
        company" within the meaning of the Investment Company Act, without
        taking account of any exemption arising out of the number of holders of
        the Company's securities.

                (i) The Company is subject to and in full compliance with the
        reporting requirements of Section 13 and Section 15(d) of the Exchange
        Act.

                 (j) The Company has not paid or agreed to pay to any person any
        compensation for soliciting another to purchase any securities of the
        Company (except as contemplated by this Agreement).

                (k) The Company has not taken, directly or indirectly, any
        action designed to or that would constitute or that might reasonably be
        expected to cause or result in, under the Exchange Act or otherwise, the
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (l) Each of the Company and its subsidiaries has been duly
        incorporated or organized and is validly existing as a corporation or
        other valid legal entity in good standing under the laws of the
        jurisdiction in which it is chartered or organized with full corporate
        or company power and authority to own or lease, as the case may be, and
        to operate its properties and conduct its business as described in the
        Offering Memorandum, and is duly qualified to do business as a foreign
        corporation or other valid legal entity and is in good standing under
        the laws of each jurisdiction which requires such qualification,
        except in jurisdictions in which the failure to be so qualified or to be
        in good standing has not had and would not reasonably be expected to
        have a Material Adverse Effect. For purposes of this Agreement, a
        "Material Adverse Effect" shall mean a material adverse effect on, or a
        material adverse change in, the condition (financial or otherwise),
        prospects, earnings, business or properties of the Company and its
        subsidiaries, taken as a whole.

                (m) All the outstanding shares of capital stock of each
        subsidiary have been duly and validly authorized and issued and are
        fully paid and nonassessable, and, except as otherwise set forth in the
        Offering Memorandum and other than the Company's subsidiaries in Japan
        and Turkey, all outstanding shares of capital stock of the subsidiaries
        are owned by the Company either directly or through wholly owned
        subsidiaries free and clear of any perfected security interest or any
        other security interests, claims, liens or encumbrances.

                (n) The Company's authorized equity capitalization is as set
        forth in the Offering Memorandum, and the Voting Trust Agreement entered
        into as of April 15, 1996, among the Voting Trustees and stockholders of
        the Company conforms in all material respects to the description thereof
        contained in the Offering Memorandum.

                                       3

<PAGE>

                (o) The statements in the Offering Memorandum under the headings
        "Important Federal Income Tax Considerations", "Description of Notes",
        "Exchange Offer; Registration Rights", "Business--Trademarks",
        "Business--Legal Proceedings", "Risk Factors--Our success depends on
        the continued protection of our trademarks and other proprietary
        intellectual property rights" and in the fourth paragraph under
        "Business -- Sourcing, Manufacturing and Logistics--Manufacturing and
        Finishing", insofar as such statements summarize legal matters,
        agreements, documents or proceedings discussed therein, are, in all
        material respects, accurate and fair summaries of such legal matters,
        agreements, documents or proceedings.

                (p) This Agreement has been duly authorized, executed and
        delivered by the Company; the Indenture has been duly authorized,
        executed and delivered by the Company and, assuming due authorization,
        execution and delivery thereof by the Trustee, constitutes a legal,
        valid and binding instrument enforceable against the Company in
        accordance with its terms (subject, as to the enforcement of remedies,
        to applicable bankruptcy, reorganization, insolvency, moratorium or
        other laws affecting creditors' rights generally from time to time in
        effect and to general principles of equity); the Securities have been
        duly authorized, and, when executed and authenticated in accordance with
        the provisions of the Indenture and delivered to and paid for by the
        Initial Purchasers, will have been duly executed and delivered by the
        Company, will constitute the legal, valid and binding obligations of the
        Company entitled to the benefits of the Indenture (subject, as to the
        enforcement of remedies, to applicable bankruptcy, insolvency,
        moratorium or other laws affecting creditors' rights generally from time
        to time in effect and to general principles of equity) and will
        constitute the same series of securities under the Indenture as the
        Existing Securities; and the Registration Rights Agreement has been duly
        authorized, executed and delivered by the Company and, assuming due
        authorization, execution and delivery thereof by the other parties
        thereto, constitutes a legal, valid and binding instrument enforceable
        against the Company in accordance with its terms (subject, as to the
        enforcement of remedies, to applicable bankruptcy, reorganization,
        insolvency, moratorium or other laws affecting creditors' rights
        generally from time to time in effect and to general principles of
        equity).

                (q) No consent, approval, authorization, filing with or order of
        any court or governmental agency or body is required in connection with
        the transactions contemplated herein or in the Indenture or the
        Registration Rights Agreement, except such as will be obtained under the
        Act and the Trust Indenture Act in connection with the transactions
        contemplated by the Registration Rights Agreement and such as may be
        required under the blue sky or securities laws of any jurisdiction in
        connection with the transactions contemplated by this Agreement and the
        Registration Rights Agreement.

                (r) Neither the execution and delivery of the Indenture, this
        Agreement or the Registration Rights Agreement, the issue and sale of
        the Securities, nor the consummation of any other of the transactions
        herein or therein contemplated, nor the fulfillment of the terms hereof
        or thereof will conflict with, result in a breach or violation of, or
        imposition of any lien, charge or encumbrance upon any property or
        assets of the Company or any of its subsidiaries pursuant to, (i) the
        charter or by-laws of the Company or any of its subsidiaries; (ii) the
        terms of any indenture, contract, lease, mortgage, deed of trust, note
        agreement, loan agreement or other agreement, obligation, condition,
        covenant or instrument to which the Company or any of its subsidiaries
        is a party or bound or to which any of their respective properties is
        subject; or (iii) any statute, law, rule, regulation, judgment, order or
        decree applicable to the Company or any of its subsidiaries of any
        court, regulatory body, administrative agency, governmental body,
        arbitrator or other authority of the United States or any state thereof
        having jurisdiction

                                        4

<PAGE>

        over the Company, any of its subsidiaries or any of their respective
        properties or to the Company's knowledge, any statute, law, rule,
        regulation, judgment, order or decree applicable to the Company or any
        of its subsidiaries of any court, regulatory body, administrative
        agency, governmental body, arbitrator or other authority outside of the
        United States having jurisdiction over the Company, any of its
        subsidiaries or any of their respective properties, except, with respect
        to (x) clause (ii) and (y) any statute, law, rule, regulation, judgment,
        order or decree applicable to the Company or any of its subsidiaries of
        any court, regulatory body, administrative agency, governmental body,
        arbitrator or other authority outside of the United States described in
        clause (iii) as to which the Company has no knowledge, for conflicts,
        violations, breaches or impositions that would not reasonably be
        expected to have a Material Adverse Effect.

                (s) The consolidated historical financial statements and
        schedules of the Company and its consolidated subsidiaries included in
        the Offering Memorandum or the Exchange Act Documents present fairly in
        all material respects the financial condition, results of operations and
        cash flows of the Company as of the dates and for the periods indicated,
        comply as to form with the applicable accounting requirements of the Act
        and have been prepared in conformity with generally accepted accounting
        principles applied on a consistent basis throughout the periods involved
        (except as otherwise noted therein); and the selected financial data set
        forth under the caption "Selected Historical Consolidated Financial
        Data" in the Offering Memorandum fairly present, on the basis stated in
        the Offering Memorandum, the information included therein.

                (t) No action, suit or proceeding by or before any court or
        governmental agency, authority or body or any arbitrator involving the
        Company or any of its subsidiaries or its or their property is pending
        or, to the best knowledge of the Company, threatened that (i) could
        reasonably be expected to have a material adverse effect on the
        performance of this Agreement, the Indenture or the Registration Rights
        Agreement, or the consummation of any of the transactions contemplated
        hereby or thereby; or (ii) could reasonably be expected to have a
        Material Adverse Effect, whether or not arising from transactions in the
        ordinary course of business, except as set forth in or contemplated in
        the Offering Memorandum (exclusive of any amendment or supplement
        thereto).

                (u) The Company and each of its subsidiaries own, lease or
        license all such properties as are necessary to the conduct of their
        respective operations as presently conducted.

                (v) Neither the Company nor any subsidiary is in violation or
        default of (i) any provision of its charter or bylaws; (ii) the terms of
        any indenture, contract, lease, mortgage, deed of trust, note agreement,
        loan agreement or other agreement, obligation, condition, covenant or
        instrument to which it is a party or bound or to which its property is
        subject; or (iii) any statute, law, rule, regulation, judgment, order or
        decree applicable to the Company or any of its subsidiaries of any
        court, regulatory body, administrative agency, governmental body,
        arbitrator or other authority having jurisdiction over the Company or
        such subsidiary or any of its properties, as applicable, other than such
        violations or defaults the occurrence of which would not reasonably be
        expected to have a Material Adverse Effect, whether or not arising from
        the transactions in the ordinary course of business.

                (w) KPMG LLP, who have reviewed certain financial statements of
        the Company and its consolidated subsidiaries included in the Offering
        Memorandum, are independent public accountants with respect to the
        Company within the meaning of the Act and the applicable published rules
        and regulations thereunder. Arthur Andersen LLP, who has

                                       5

<PAGE>

        previously certified certain financial statements of the Company and its
        consolidated subsidiaries and previously delivered their report with
        respect to the audited consolidated financial statements and schedules
        included in the Offering Memorandum or the Exchange Act Documents, were
        at all times during their engagement by the Company independent public
        accountants with respect to the Company within the meaning of the Act
        and the applicable published rules and regulations thereunder.

                (x) To the Company's knowledge, there are no material stamp or
        other issuance or transfer taxes or duties or other material similar
        fees or charges required to be paid in connection with the execution and
        delivery of this Agreement or the issuance or sale by the Company of the
        Securities.

                (y) The Company has filed all foreign, federal, state and local
        tax returns that are required to be filed or has requested extensions
        thereof (except in any case in which the failure so to file would not
        have a Material Adverse Effect, whether or not arising from transactions
        in the ordinary course of business, except as set forth in or
        contemplated in the Offering Memorandum (exclusive of any amendment or
        supplement thereto) and has paid all taxes required to be paid by it and
        any other assessment, fine or penalty levied against it, to the extent
        that any of the foregoing is due and payable, except for any such tax or
        other assessment, fine or penalty that is currently being contested in
        good faith or as would not have a Material Adverse Effect, whether or
        not arising from transactions in the ordinary course of business, except
        as set forth in or contemplated in the Offering Memorandum (exclusive of
        any amendment or supplement thereto).

                (z) No labor problem or dispute with the employees of the
        Company or any of its subsidiaries exists or is threatened or imminent,
        and the Company is not aware of any existing or imminent labor
        disturbance by the employees of any of its or its subsidiaries'
        principal suppliers, contractors or customers that in any such case
        could have a Material Adverse Effect, whether or not arising from
        transactions in the ordinary course of business, except as set forth in
        or contemplated in the Offering Memorandum (exclusive of any amendment
        or supplement thereto).

                (aa) The Company and each of its subsidiaries are insured by
        insurers of recognized financial responsibility against such losses and
        risks and in such amounts as are reasonable and customary in the
        businesses in which they are engaged; all policies of insurance and
        fidelity or surety bonds insuring the Company or any of its subsidiaries
        or their respective businesses, assets, employees, officers and
        directors are in full force and effect, except when the failure to be in
        full force and effect would not have a Material Adverse Effect; the
        Company and its subsidiaries are in compliance with the terms of such
        policies and instruments in all material respects; except as would not
        have a Material Adverse Effect, there are no claims by the Company or
        any of its subsidiaries under any such policy or instrument as to which
        any insurance company is denying liability or defending under a
        reservation of rights clause; and neither the Company nor any such
        subsidiary has any reason to believe that it will not be able to renew
        its existing insurance coverage as and when such coverage expires or to
        obtain similar coverage from similar insurers as may be necessary to
        continue its business at a cost that would not have a Material Adverse
        Effect, whether or not arising from transactions in the ordinary course
        of business, except as set forth in or contemplated in the Offering
        Memorandum (exclusive of any amendment or supplement thereto).

                (bb) No subsidiary of the Company is currently contractually
        prohibited, directly or indirectly, from paying any dividends to the
        Company, from making any other distribution on such subsidiary's capital
        stock, from repaying to the Company any loans

                                       6

<PAGE>

        or advances to such subsidiary from the Company or from transferring any
        of such subsidiary's property or assets to the Company or any other
        subsidiary of the Company, except as described in or contemplated by the
        Offering Memorandum or the Company's 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 July 11, 2001,
        January 28, 2002 and July 26, 2002 (the "Existing Bank Credit
        Facility"); the Indenture, dated as of July 31, 2001, by and between
        Levi Strauss Receivables Funding, LLC, as issuer, and Citibank, N.A. as
        Indenture Trustee, Paying Agent, Authentication Agent, Transfer Agent
        and Registrar, and all documents related thereto (together, the
        "Domestic Receivables Securitization Facility"); and the European
        Receivables Agreement, dated February 2000, between the Company and
        Tulip Asset Purchase Company B.V., and all documents related thereto
        (together, the "European Securitization Agreements").

                (cc) The Company and its subsidiaries possess all licenses,
        certificates, permits and other authorizations issued by the appropriate
        federal, state or foreign regulatory authorities necessary to conduct
        their respective businesses, other than such licenses, certificates,
        permits or other authorizations, the failure of which to possess would
        not have a Material Adverse Effect, and neither the Company nor any such
        subsidiary has received any notice of proceedings relating to the
        revocation or modification of any such certificate, authorization or
        permit which, singly or in the aggregate, if the subject of an
        unfavorable decision, ruling or finding, would have a Material Adverse
        Effect, whether or not arising from transactions in the ordinary course
        of business, except as set forth in or contemplated in the Offering
        Memorandum (exclusive of any amendment or supplement thereto).

                (dd) The Company and each of its subsidiaries maintain a system
        of internal accounting controls sufficient to provide reasonable
        assurance that (i) transactions are executed in accordance with
        management's general or specific authorizations; (ii) transactions are
        recorded as necessary to permit preparation of financial statements in
        conformity with generally accepted accounting principles and to maintain
        asset accountability; and (iii) the recorded accountability for assets
        is compared with the existing assets at reasonable intervals and
        appropriate action is taken with respect to any differences. The Company
        maintains disclosure controls and procedures (as such term is defined in
        Rule 13a-14 under the Exchange Act) that are effective in ensuring that
        information required to be disclosed by the Company in the reports that
        it files or submits under the Exchange Act is recorded, processed,
        summarized and reported, within the time periods specified in the rules
        and forms of the Securities and Exchange Commission, including, without
        limitation, controls and procedures designed to ensure that information
        required to be disclosed by the Company in the reports that it files or
        submits under the Exchange Act is accumulated and communicated to the
        Company's management, including its principal executive officer or
        officers and its principal financial officer or officers, as appropriate
        to allow timely decisions regarding required disclosure.

                (ee) In the ordinary course of its business, the Company
        periodically reviews the effect of applicable foreign, federal, state
        and local laws and regulations relating to the protection of human
        health and safety, the environment or hazardous or toxic substances or
        wastes, pollutants or contaminants ("Environmental Laws") on the
        business,

                                       7

<PAGE>

        operations and properties of the Company and its subsidiaries, in the
        course of which it identifies and evaluates associated costs and
        liabilities (including, without limitation, any capital or operating
        expenditures required for clean-up, closure of properties or compliance
        with Environmental Laws, or any permit, license or approval, any related
        constraints on operating activities and any potential liabilities to
        third parties); on the basis of such review, the Company has reasonably
        concluded that such associated costs and liabilities would not, singly
        or in the aggregate, have a Material Adverse Effect, whether or not
        arising from transactions in the ordinary course of business, except as
        set forth in or contemplated in the Offering Memorandum (exclusive of
        any amendment or supplement thereto).

                (ff) Except as would not have a Material Adverse Effect, each of
        the Company and its subsidiaries has fulfilled its obligations, if any,
        under the minimum funding standards of Section 302 of the United States
        Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
        and the regulations and published interpretations thereunder with
        respect to each "plan" (as defined in Section 3(3) of ERISA and such
        regulations and published interpretations) in which employees of the
        Company and its subsidiaries are eligible to participate and each such
        plan is in compliance in all material respects with the presently
        applicable provisions of ERISA and such regulations and published
        interpretations; the Company and its subsidiaries have not incurred any
        unpaid liability to the Pension Benefit Guaranty Corporation (other than
        for the payment of premiums in the ordinary course) or to any such plan
        under Title IV of ERISA.

                (gg) The subsidiaries listed on Annex A attached hereto are the
        only significant subsidiaries of the Company as defined by Rule l-02 of
        Regulation S-X under the Act (the "Subsidiaries").

                (hh) The Company and its subsidiaries own, possess, license or
        have other rights to use, on reasonable terms, all patents, patent
        applications, trade and service marks (including the Levi's(R),
        Dockers(R), Slates(R) and Levi Strauss Signature(TM) trademarks), trade
        and service mark registrations, trade names, copyrights, licenses,
        inventions, trade secrets, technology, know-how and other intellectual
        property (collectively, the "Intellectual Property") necessary for the
        conduct of the Company's business as now conducted free and clear of any
        material security interests, claims, liens or encumbrances, except as
        would not have a Material Adverse Effect or as set forth in or
        contemplated in (i) the Offering Memorandum (exclusive of any amendment
        or supplement thereto) or (ii) the Existing Bank Credit Facility, and
        none of the Intellectual Property, to the best knowledge of the Company,
        conflicts with the valid trademark, trade name, copyright, patent,
        patent right or intangible asset of any other Person to the extent that
        such conflict has or would have a Material Adverse Effect.

                (ii) For the fiscal year ended November 24, 2002, the Company
        reasonably and in good faith expects to report income, after taxes but
        before extraordinary items and cumulative effect of a change in
        accounting principle; and for at least one of the two fiscal years
        immediately preceding the fiscal year ended November 24, 2002, the
        Company reported income, after taxes but before extraordinary items and
        cumulative effect of a change in accounting principle.

                Any certificate signed by any officer of the Company and
        delivered to the Representatives or counsel for the Initial Purchasers
        in connection with the offering of the Securities shall be deemed a
        representation and warranty by the Company, as to matters covered
        thereby, to each Initial Purchaser.

                                       8

<PAGE>

                2. Purchase and Sale. Subject to the terms and conditions and in
                   -----------------
        reliance upon the representations and warranties herein set forth, the
        Company agrees to sell to each Initial Purchaser, and each Initial
        Purchaser agrees, severally and not jointly, to purchase from the
        Company at a purchase price of 100.5% of the principal amount thereof,
        plus accrued interest, if any, from December 4, 2002 to the Closing
        Date, the principal amount of Securities set forth opposite such Initial
        Purchaser's name on Schedule I hereto.

                3. Delivery and Payment. Delivery of and payment for the
                   --------------------
        Securities shall be made at 10:00 A.M., New York City time, on January
        22, 2003, or at such time on such later date (not later than three
        Business Days after the foregoing date) as the Representatives shall
        designate, which date and time may be postponed by agreement between the
        Representatives and the Company or as provided in Section 9 hereof (such
        date and time of delivery and payment for the Securities being herein
        called the "Closing Date"). Delivery of the Securities shall be made to
        the Representatives for the respective accounts of the several Initial
        Purchasers against payment by the several Initial Purchasers through the
        Representatives of the purchase price thereof to or upon the order of
        the Company by wire transfer payable in same-day funds to the account
        specified by the Company. Delivery of the Securities shall be made
        through the facilities of The Depository Trust Company, unless the
        Representatives shall otherwise instruct.

                4. Offering by Initial Purchasers. Each Initial Purchaser,
                   ------------------------------
        severally and not jointly, represents and warrants to and agrees with
        the Company that:

                (a) It has not offered or sold, and will not offer or sell, any
        Securities except (i) to those persons it reasonably believes to be
        qualified institutional buyers (as defined in Rule 144A under the Act)
        and that, in connection with each such sale, it has taken or will take
        reasonable steps to ensure that the purchaser of such Securities is
        aware that such sale is being made in reliance on Rule 144A; or (ii) in
        accordance with the restrictions set forth in Exhibit A hereto.

                (b) Neither it nor any person acting on its behalf has made or
        will make offers or sales of the Securities in the United States by
        means of any form of general solicitation or general advertising (within
        the meaning of Regulation D) in the United States.

                5. Agreements. The Company agrees with each Initial Purchaser
                   ----------
        that:

                (a) The Company will furnish to each Initial Purchaser and to
        counsel for the Initial Purchasers, without charge, during the period
        referred to in paragraph (c) below, as many copies of the Offering
        Memorandum and any amendments and supplements thereto as you may
        reasonably request.

                (b) The Company will not amend or supplement the Offering
        Memorandum without the prior written consent of the Representatives.

                (c) If at any time prior to the completion of the sale of the
        Securities by the Initial Purchasers (as determined by the
        Representatives), any event occurs as a result of which the Offering
        Memorandum, as then amended or supplemented, would include any 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, or if it shall
        be necessary to amend or supplement the Offering Memorandum to comply
        with applicable law, the Company promptly (i) will notify the
        Representatives of any such event; (ii) subject to the requirements of
        paragraph (b) of this Section 5, will prepare an amendment or supplement
        that will correct such statement or omission or effect such compliance;
        and (iii) will supply any supplemented or amended Offering

                                       9

<PAGE>
        Memorandum to the several Initial Purchasers and counsel for the Initial
        Purchasers without charge in such quantities as you may reasonably
        request.

                (d) The Company will arrange, if necessary, for the
        qualification of the Securities for sale by the Initial Purchasers under
        the laws of such jurisdictions in the United States and the European
        Union as the Representatives may reasonably designate and will maintain
        such qualifications in effect so long as required for the sale of the
        Securities; provided that in no event shall the Company be obligated to
                    --------
        qualify to do business in any jurisdiction where it is not now so
        qualified or to take any action that would subject it to service of
        process in suits, other than those arising out of the offering or sale
        of the Securities, in any jurisdiction where it is not now so subject.
        The Company will promptly advise the Representatives of the receipt by
        the Company of any notification with respect to the suspension of the
        qualification of the Securities for sale in any jurisdiction or the
        initiation or threatening of any proceeding for such purpose.

                (e) The Company will not, and will not permit any of its
        Affiliates (other than the Initial Purchasers, as to whom the Company
        makes no covenant) to, resell, under circumstances that would require
        the registration of the Securities under the Act, any Securities that
        have been acquired by any of them.

                (f) Neither the Company, nor any of its Affiliates (other than
        the Initial Purchasers, as to whom the Company makes no covenant), nor
        any person acting on its or their behalf will, directly or indirectly,
        make offers or sales of any security, or solicit offers to buy any
        security, under circumstances that would require the registration of the
        Securities under the Act.

                (g) Neither the Company, nor any of its Affiliates (other than
        the Initial Purchasers, as to whom the Company makes no covenant), nor
        any person acting on its or their behalf will engage in any form of
        general solicitation or general advertising (within the meaning of
        Regulation D) in connection with any offer or sale of the Securities in
        the United States.

                (h) So long as any of the Securities are "restricted securities"
        within the meaning of Rule 144(a)(3) under the Act, the Company will,
        during any period in which it is not subject to and in compliance with
        Section 13 or 15(d) of the Exchange Act or it is not exempt from such
        reporting requirements pursuant to and in compliance with Rule 12g3-2(b)
        under the Exchange Act, provide to each holder of such restricted
        securities and to each prospective purchaser (as designated by such
        holder) of such restricted securities, upon the request of such holder
        or prospective purchaser, any information required to be provided by
        Rule 144A(d)(4) under the Act. This covenant is intended to be for the
        benefit of the holders, and the prospective purchasers designated by
        such holders, from time to time of such restricted securities.

                (i) Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will engage in any directed selling
        efforts with respect to the Securities, and each of them will comply
        with the offering restrictions requirements of Regulation S. Terms used
        in this paragraph have the meanings given to them by Regulation S.

                (j) The Company will cooperate with the Representatives and use
        its best efforts to permit the Securities to be eligible (i) for
        clearance and settlement through The Depository Trust Company and (ii)
        to share the same CUSIP number applicable to the Existing Securities.

                                       10

<PAGE>

                (k) The Company will not offer, sell, contract to sell, grant
        any other option to purchase or otherwise dispose of, directly or
        indirectly, or announce the offering of, or file a registration
        statement for, any debt securities issued or guaranteed by the Company
        or any of its direct or indirect subsidiaries, or enter into any
        agreement to do any of the foregoing (other than (a) the Existing
        Securities, (b) the Securities and the New Securities (as defined in the
        Registration Rights Agreement), (c) pursuant to any credit facility
        permitted under the Indenture and (d) purchase money debt and any other
        noncapital markets debt permitted under the Indenture) for a period of
        90 days from the date the Securities are issued without the prior
        written consent of Salomon Smith Barney Inc.

                (l) The Company will not take, directly or indirectly, any
        action designed to or that would constitute or that might reasonably be
        expected to cause or result in, under the Exchange Act or otherwise, the
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (m) The Company will not, at any time prior to the expiration of
        three years after the Closing Date, be or become an open-end investment
        company, unit investment trust or face-amount certificate company that
        is or is required to be registered under Section 8 of the Investment
        Company Act, and will not be or become a closed-end investment company
        required to be registered but not registered thereunder.

                (n) The Company agrees to pay the costs and expenses relating to
        the following matters: (i) the preparation of the Indenture and the
        Registration Rights Agreement, the issuance of the Securities and the
        fees of the Trustee; (ii) the preparation, printing or reproduction of
        the Offering Memorandum and each amendment or supplement to either of
        them; (iii) the printing (or reproduction) and delivery (including
        postage, air freight charges and charges for counting and packaging) of
        such copies of the Offering Memorandum, and all amendments or
        supplements to either of them, as may, in each case, be reasonably
        requested for use in connection with the offering and sale of the
        Securities; (iv) the preparation, printing, authentication, issuance and
        delivery of certificates for the Securities, including any stamp or
        transfer taxes in connection with the original issuance and sale of the
        Securities; (v) the printing (or reproduction) and delivery of this
        Agreement, any blue sky memorandum and all other agreements or documents
        printed (or reproduced) and delivered in connection with the offering of
        the Securities; (vi) any registration or qualification of the Securities
        for offer and sale under the securities or blue sky laws of the several
        states (including filing fees and the reasonable fees and expenses of
        counsel for the Initial Purchasers relating to such registration and
        qualification); (vii) admitting the Securities for trading on a fungible
        basis with the Existing Securities in The Portal Market of the NASD;
        (viii) the transportation and other expenses incurred by or on behalf of
        Company representatives in connection with presentations to prospective
        purchasers of the Securities; (ix) the fees and expenses of the
        Company's accountants and the fees and expenses of counsel (including
        local and special counsel) for the Company; and (x) all other costs and
        expenses incident to the performance by the Company of its obligations
        hereunder. It is understood, however, that, except as provided in this
        Section, and Sections 7 and 8 hereof, the Initial Purchasers will pay
        all of their own costs and expenses, including the fees of their
        counsel, Cravath, Swaine & Moore.

                (o) The Company shall conduct the Registered Exchange Offer
        contemplated by the Registration Rights Agreement and the Registered
        Exchange Offers relating to the Existing Securities contemplated by (i)
        the Registration Rights Agreement dated November 26, 2002, among the
        Company, Salomon Smith Barney Inc., Banc of America Securities LLC,
        Scotia Capital (USA) Inc., Credit Suisse First Boston Corp., J.P. Morgan

                                       11

<PAGE>

        Securities Inc., Fleet Securities, Inc. and SunTrust Capital Markets,
        Inc. and (ii) the Registration Rights Agreement to be dated January 22,
        2003 between the Company and affiliates of AIG Global Investment Corp.
        simultaneously and, unless prohibited by the Commission, shall utilize
        the same registration statement, offer documents and tender and
        settlement mechanics for each such Registered Exchange Offer.

                6. Conditions to the Obligations of the Initial Purchasers. The
                   -------------------------------------------------------
        obligations of the Initial Purchasers to purchase the Securities shall
        be subject to the accuracy of the representations and warranties on the
        part of the Company contained herein at the Execution Time and the
        Closing Date, to the accuracy of the statements of the Company made in
        any certificates pursuant to the provisions hereof, to the performance
        by the Company of its obligations hereunder and to the following
        additional conditions:

                (a) The Company shall have requested and caused Shearman &
        Sterling, counsel for the Company, to furnish to the Representatives its
        opinion, dated the Closing Date and addressed to the Representatives, to
        the effect that:

                        (i) the Indenture has been duly authorized, executed and
                delivered, and, assuming due authorization, execution and
                delivery by the Trustee, constitutes a legal, valid and binding
                instrument enforceable against the Company in accordance with
                its terms (subject, as to the enforcement of remedies, to
                applicable bankruptcy, reorganization, insolvency, moratorium or
                other laws affecting creditors' rights generally from time to
                time in effect and to general principles of equity, including,
                without limitation, concepts of materiality, reasonableness,
                good faith and fair dealing, regardless of whether considered in
                a proceeding in equity or at law); the Securities have been duly
                and validly authorized and, when executed and authenticated in
                accordance with the provisions of the Indenture and delivered to
                and paid for by the Initial Purchasers under this Agreement,
                will constitute legal, valid and binding obligations of the
                Company entitled to the benefits of the Indenture (subject, as
                to the enforcement of remedies, to applicable bankruptcy,
                reorganization, insolvency, moratorium or other laws affecting
                creditors' rights generally from time to time in effect and to
                general principles of equity, including, without limitation,
                concepts of materiality, reasonableness, good faith and fair
                dealing, regardless of whether considered in a proceeding in
                equity or at law); the Registration Rights Agreement has been
                duly authorized, executed and delivered and, assuming due
                authorization, execution and delivery by the other parties
                thereto, constitutes a legal, valid and binding instrument
                enforceable against the Company in accordance with its terms
                (subject, as to the enforcement of remedies, to applicable
                bankruptcy, reorganization, insolvency, moratorium or other laws
                affecting creditors' rights generally from time to time in
                effect and to general principles of equity, including, without
                limitation, concepts of materiality, reasonableness, good faith
                and fair dealing, regardless of whether considered in a
                proceeding in equity or at law, and provided that such counsel
                need not express any opinion as to the enforceability of any
                rights to indemnification which may be violative of the public
                policy underlying any Federal or state securities law, rule or
                regulation); and the statements set forth under the heading
                "Description of Notes" and "Exchange Offer; Registration Rights"
                in the Offering Memorandum, insofar as such statements purport
                to summarize certain provisions of the Securities, the Indenture
                and the Registration Rights Agreement, provide, in all material
                respects, a fair summary of such provisions;

                                       12

<PAGE>

                        (ii) the statements in the Offering Memorandum under the
                heading "Important Federal Income Tax Considerations", insofar
                as such statements summarize legal matters, agreements,
                documents or proceedings discussed therein, are accurate and
                fair summaries of such legal matters, agreements, documents or
                proceedings;

                        (iii) no facts have come to the attention of such
                counsel which give such counsel reason to believe that the
                Offering Memorandum (other than the financial statements and
                other financial data contained therein or omitted therefrom, as
                to which such counsel has not been requested to comment), as of
                its date or as of the Closing Date, contained or contains an
                untrue statement of a material fact or omitted or omits to state
                a material fact necessary to make the statements therein, in the
                light of the circumstances under which they were made, not
                misleading;

                        (iv) this Agreement has been duly authorized, executed
                and delivered by the Company;

                        (v) neither the execution and delivery of this Agreement
                or the Registration Rights Agreement, the issue and sale of the
                Securities, nor the consummation of any other of the
                transactions herein or therein contemplated, nor the fulfillment
                of the terms hereof or thereof will conflict with, result in a
                breach or violation of, or imposition of any lien, charge or
                encumbrance upon any property or asset of the Company or any of
                its subsidiaries pursuant to, (i) the charter or by-laws of the
                Company; (ii) the terms of the Indenture; (iii) the terms of the
                Existing Bank Credit Facility, including any covenant contained
                therein; (iv) the terms of the Indenture, dated as of November
                6, 1996, between the Company and Citibank, N.A., the U.S. Dollar
                Indenture, dated as of January 18, 2001, between the Company and
                Citibank, N.A., the Euro Indenture, dated as of January 18,
                2001, between the Company and Citibank, N.A. or the Indenture
                (together, the "Existing Indentures"), and any amendments
                thereto, including any covenant contained therein; or (v) any
                law, rule or regulation of the United States applicable to
                securities transactions or the General Corporation Law of the
                State of Delaware;

                        (vi) assuming the accuracy of the representations and
                warranties and compliance with the agreements contained herein,
                no registration of the Securities under the Act, and no
                qualification of an indenture under the Trust Indenture Act, is
                required for the offer and sale by the Initial Purchasers of the
                Securities in the manner contemplated by this Agreement; and

                        (vii) the Company is not and, after giving effect to the
                offering and sale of the Securities and the application of the
                proceeds thereof as described in the Offering Memorandum, will
                not be an "investment company" as defined in the Investment
                Company Act without taking account of any exemption arising out
                of the number of holders of the Company's securities.

                In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
States of California, Delaware and New York or the Federal laws of the United
States, to the extent they deem proper and specified in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Initial Purchasers; and (B) as to
matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. Such opinion may contain customary
assumptions, exceptions, limitations,

                                       13

<PAGE>

qualifications and comments reasonably satisfactory to the Initial Purchasers.
References to the Offering Memorandum in this Section 6(a) include any amendment
or supplement thereto at the Closing Date.

                (b) The Company shall have requested and caused Albert F.
         Moreno, Esq., Senior Vice President and General Counsel for the
         Company, to furnish to the Representatives his opinion, dated the
         Closing Date and addressed to the Representatives, to the effect that:

                        (i) each of the Company and the Subsidiaries has been
                duly incorporated or organized and is validly existing as a
                corporation or other valid legal entity in good standing under
                the laws of the jurisdiction in which it is chartered or
                organized, with full corporate or company power and authority to
                own or lease, as the case may be, and to operate its properties
                and conduct its business as described in the Offering
                Memorandum, and is duly qualified to do business as a foreign
                corporation or other valid legal entity and is in good standing
                under the laws of each jurisdiction which requires such
                qualification, except in jurisdictions in which the failure to
                be so qualified or to be in good standing has not had and would
                not reasonably be expected to have a Material Adverse Effect;

                        (ii) all the outstanding shares of capital stock of the
                Company and each Subsidiary have been duly and validly
                authorized and issued and are fully paid and nonassessable, and,
                except as otherwise set forth in the Offering Memorandum and
                other than the Company's subsidiaries in Japan and Turkey, all
                outstanding shares of capital stock of the Subsidiaries are
                owned by the Company either directly or through wholly owned
                subsidiaries free and clear of any perfected security interest
                and, to the knowledge of such counsel, after due inquiry, any
                other security interests, claims, liens or encumbrances;

                        (iii) the Company's authorized equity capitalization is
                as set forth in the Offering Memorandum;

                        (iv) to the best knowledge of such counsel, there is no
                pending or threatened action, suit or proceeding by or before
                any court or governmental agency, authority or body or any
                arbitrator involving the Company or any of its subsidiaries or
                its or their property that is not adequately disclosed in the
                Offering Memorandum, except in each case for such proceedings
                that, if the subject of an unfavorable decision, ruling or
                finding would not singly or in the aggregate, result in a
                Material Adverse Effect;

                        (v) such counsel has no reason to believe that at the
                Execution Time or on the Closing Date the Offering Memorandum
                contained or contains any untrue statement of a material fact or
                omitted or omits 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 each case, other than
                the financial statements and other financial information
                contained therein, as to which such counsel need express no
                opinion);

                        (vi) assuming the accuracy of the representations and
                warranties of the Initial Purchasers in Section 4 of this
                Agreement, no consent, approval, authorization, filing with or
                order of any court or governmental agency or body is required in
                connection with the transactions contemplated herein or in the
                Indenture and the Registration Rights Agreement, except such as
                will be obtained

                                       14

<PAGE>

                under the Act and the Trust Indenture Act in connection with the
                transactions contemplated by the Registration Rights Agreement
                and such as may be required under the blue sky or securities
                laws of any jurisdiction in connection with the transactions
                contemplated by this Agreement and the Registration Rights
                Agreement and such other approvals (specified in such opinion)
                as have been obtained; and

                        (vii) neither the execution and delivery of this
                Agreement or the Registration Rights Agreement, the issue and
                sale of the Securities, nor the consummation of any other of the
                transactions herein or therein contemplated, nor the fulfillment
                of the terms hereof or thereof will conflict with, result in a
                breach or violation of, or imposition of any lien, charge or
                encumbrance upon any property or asset of the Company or any of
                its subsidiaries pursuant to, (i) the charter or by-laws of the
                Company or any of its subsidiaries; (ii) the terms of any
                indenture, contract, lease, mortgage, deed of trust, note
                agreement, loan agreement or other agreement, obligation,
                condition, covenant or instrument to which the Company or any of
                its subsidiaries is a party or bound or to which any of their
                respective properties is subject; or (iii) any statute, law,
                rule, regulation, judgment, order or decree applicable to the
                Company or any of its subsidiaries of any court, regulatory
                body, administrative agency, governmental body, arbitrator or
                other authority of the United States or any state thereof having
                jurisdiction over the Company, any of its subsidiaries or any of
                their respective properties or to the knowledge of such counsel,
                any statute, law, rule, regulation, judgment, order or decree
                applicable to the Company or any of its subsidiaries of any
                court, regulatory body, administrative agency, governmental
                body, arbitrator or other authority outside of the United States
                having jurisdiction over the Company, any of its subsidiaries or
                any of their respective properties, except, with respect to (x)
                clause (ii) and (y) any statute, law, rule, regulation,
                judgment, order or decree applicable to the Company or any of
                its subsidiaries of any court, regulatory body, administrative
                agency, governmental body, arbitrator or other authority outside
                of the United States described in clause (iii) as to which such
                counsel has no knowledge, for conflicts, violations, breaches or
                impositions that would not reasonably be expected to have a
                Material Adverse Effect.

                In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
States of Delaware and California or the Federal laws of the United States, to
the extent he deems proper and specified in such opinion, upon the opinion of
other counsel of good standing whom he believes to be reliable and who are
satisfactory to counsel for the Initial Purchasers; and (B) as to matters of
fact, to the extent he deems proper, on certificates of other responsible
officers of the Company and public officials. Such opinion may contain customary
assumptions, exceptions, limitations, qualifications and comments. References to
the Offering Memorandum in this Section 6(b) include any amendment or supplement
thereto at the Closing Date.

                (c) The Representatives shall have received from Cravath, Swaine
        & Moore, counsel for the Initial Purchasers, such opinion or opinions,
        dated the Closing Date and addressed to the Representatives, with
        respect to the issuance and sale of the Securities, the Indenture, the
        Registration Rights Agreement, the Offering Memorandum (as amended or
        supplemented at the Closing Date) and other related matters as the
        Representatives may reasonably require, and the Company shall have
        furnished to such counsel such documents as they request for the purpose
        of enabling them to pass upon such matters.

                                       15

<PAGE>
                (d) The Company shall have furnished to the Representatives a
        certificate of the Company, signed by the Chief Financial Officer and
        the Treasurer, dated the Closing Date, to the effect that the signers of
        such certificate have carefully examined the Offering Memorandum, any
        amendment or supplement to the Offering Memorandum and this Agreement
        and that:

                        (i) the representations and warranties of the Company in
                this Agreement are true and correct in all material respects on
                and as of the Closing Date with the same effect as if made on
                the Closing Date, and the Company has complied in all material
                respects with all the agreements and satisfied all the
                conditions on its part to be performed or satisfied hereunder at
                or prior to the Closing Date; and

                        (ii) since the date of the most recent financial
                statements included in the Offering Memorandum (exclusive of any
                amendment or supplement thereto), there has been no material
                adverse change in the condition (financial or otherwise),
                prospects, earnings, business or properties of the Company and
                its subsidiaries, taken as a whole, whether or not arising from
                transactions in the ordinary course of business, except as set
                forth in or contemplated by the Offering Memorandum (exclusive
                of any amendment or supplement thereto).

                (e) The Company shall have furnished to the Representatives such
        further certificates and documents as the Representatives may reasonably
        request evidencing the derivation from the Company's accounting books
        and records of financial statements or other financial data included in
        the Offering Memorandum and any amendment or supplement to the Offering
        Memorandum for periods during which the Company's financial statements
        were audited by Arthur Andersen LLP.

                (f) At the Execution Time and at the Closing Date, the Company
        shall have requested and caused KPMG LLP to furnish to the
        Representatives letters, dated respectively as of the Execution Time and
        as of the Closing Date, in form and substance satisfactory to the
        Representatives, confirming that they are independent accountants within
        the meaning of the Act and the respective applicable rules and
        regulations adopted by the Commission thereunder, that they have
        performed a review of the unaudited interim financial information of the
        Company for the nine-month period ended August 25, 2002 and as of August
        25, 2002 and stating in effect that on the basis of a reading of the
        latest unaudited financial statements made available by the Company and
        its subsidiaries; their limited review, in accordance with the standards
        established under Statement on Auditing Standards No. 71, of the
        unaudited interim financial information for the nine-month period ended
        August 25, 2002 and as of August 25, 2002, included or incorporated in
        the Offering Memorandum; carrying out certain specified procedures (but
        not an examination in accordance with generally accepted auditing
        standards) which would not necessarily reveal matters of significance
        with respect to the comments set forth in such letter; a reading of the
        minutes of the meetings of the Board of Directors and the Executive,
        Audit and Finance Committees of the Board of Directors of the Company
        and the Subsidiaries; and inquiries of certain officials of the Company
        who have responsibility for financial and accounting matters of the
        Company and its subsidiaries as to transactions and events subsequent to
        November 26, 2001, nothing came to their attention which caused them to
        believe that:

                                (1) the unaudited condensed consolidated
                        financial statements as of August 25, 2002 and for the
                        three and nine months ended August 25, 2002 included in
                        the Offering Memorandum do not comply in form in all
                        material respects with applicable  accounting
                        requirements and with the

                                       16

<PAGE>


                        related rules and regulations adopted by the Commission
                        with respect to financial statements included in
                        quarterly reports on Form 10-Q under the Exchange Act;
                        and said unaudited condensed consolidated financial
                        statements are not in conformity with generally accepted
                        accounting principles applied on a basis substantially
                        consistent with that of the audited financial statements
                        included or incorporated in the Offering Memorandum;

                                (2) with respect to the period from August 25,
                        2002 to November 24, 2002, based on statements of
                        certain officials of the Company who have resonsibility
                        for financial and accounting matters to KPMG LLP, the
                        unaudited condensed consolidated financial statements
                        are not in conformity with generally accepted accounting
                        principles applied on a basis substantially consistent
                        with that of the audited consolidated financial
                        statements included or incorporated in the Offering
                        Memorandum; or

                                (3) with respect to the period subsequent to
                        November 24, 2002 to a specified date not more than five
                        days prior to the date of such letter, there was any
                        increase in long-term debt, or change in capital stock
                        as compared with the amounts shown on the November 24,
                        2002 unaudited condensed consolidated balance sheet
                        included in the Offering Memorandum, or any decrease as
                        compared to the corresponding period in the fiscal year
                        ended November 24, 2002 in consolidated net sales,
                        except in all instances for changes or decreases set
                        forth in such letter, in which case the letter shall be
                        accompanied by an explanation by the Company as to the
                        significance thereof unless said explanation is not
                        deemed necessary by the Representatives; and

                        (iii) they have performed certain other specified
                procedures as a result of which they determined that certain
                information of an accounting, financial or statistical nature
                (which is limited to accounting, financial or statistical
                information derived from the general accounting records of the
                Company and its subsidiaries) set forth in the Offering
                Memorandum, including the information set forth under the
                captions "Summary", "Risk Factors", "Selected Historical
                Consolidated Financial Data", "Management's Discussion and
                Analysis of Financial Condition and Results of Operations" and
                "Business" in the Offering Memorandum, the information included
                in the "Quantitative and Qualitative Disclosures About Market
                Risk" included or incorporated in the Company's Quarterly Report
                on Form 10-Q for the quarter ended August 25, 2002 and Annual
                Report on Form 10-K for the fiscal year ended November 25, 2001
                agrees with the accounting records of the Company and its
                subsidiaries, excluding any questions of legal interpretation.

                References to the Offering Memorandum in this Section 6(f)
        include any amendment or supplement thereto at the date of the
        applicable letter.

                (g) Subsequent to the Execution Time or, if earlier, the dates
        as of which information is given in the Offering Memorandum (exclusive
        of any amendment or supplement thereto), there shall not have been (i)
        any change or decrease specified in the letter or letters referred to in
        paragraph (f) of this Section 6; or (ii) any change, or any development
        involving a prospective change, in or affecting the condition (financial
        or otherwise), prospects, earnings, business or properties of the
        Company and its

                                       17

<PAGE>

        subsidiaries, taken as a whole, whether or not arising from transactions
        in the ordinary course of business, except as set forth in or
        contemplated in the Offering Memorandum (exclusive of any amendment or
        supplement thereto) the effect of which, in any case referred to in
        clause (i) or (ii) above, is, in the sole judgment of the
        Representatives, so material and adverse as to make it impractical or
        inadvisable to market the Securities as contemplated by the Offering
        Memorandum (exclusive of any amendment or supplement thereto).

                (h) The Securities shall have been designated as Portal-eligible
        securities in accordance with the rules and regulations of the NASD and
        shall be eligible to trade on a fungible basis with the Existing
        Securities, and the Securities shall be eligible for clearance and
        settlement through The Depository Trust Company.

                (i) Subsequent to the Execution Time, there shall not have been
        any decrease in the rating of any of the Company's debt securities by
        any "nationally recognized statistical rating organization" (as defined
        for purposes of Rule 436(g) under the Act) or any notice given of any
        intended or potential decrease in any such rating (including notice of
        an adverse change in the outlook for such rating) or of a possible
        change in any such rating that does not indicate the direction of the
        possible change.

                (j) The Company shall have entered into an amendment and waiver
        to the Existing Credit Facility satisfactory in form and substance to
        the Representatives, whereby the lenders shall have granted a waiver to
        and amended the Existing Credit Facility to permit the issuance of the
        Securities and the application of the proceeds from the sale of the
        Securities as described in the Offering Memorandum and such amendment
        and waiver shall be in full force and effect.

                (k) The CUSIP Service Bureau of Standard & Poor's shall have
        awarded the CUSIP number applicable to the Existing Securities to the
        Securities.

                (l) Prior to the Closing Date, the Company shall have furnished
        to the Representatives such further information, certificates and
        documents as the Representatives may reasonably request.

        If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
canceled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancelation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

        The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Cravath,
Swaine & Moore, 825 Eighth Avenue, New York, NY 10019, on the Closing Date.

        7. Reimbursement of Expenses. If the sale of the Securities provided for
           -------------------------
herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Initial Purchasers, the Company will reimburse the Initial Purchasers
severally through Salomon Smith

                                       18

<PAGE>

Barney Inc. on demand for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.

        8. Indemnification and Contribution. (a) The Company agrees to indemnify
           --------------------------------
and hold harmless each Initial Purchaser, the directors, officers, employees and
agents of each Initial Purchaser and each person who controls any Initial
Purchaser 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 Offering Memorandum (or in any
supplement or amendment 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, in the light of the
circumstances under which they were made, 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 such 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 in
the Offering Memorandum, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchasers through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

                (b) Each Initial Purchaser severally and not jointly agrees to
        indemnify and hold harmless the Company, each of its directors, each of
        its officers, 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 Initial Purchaser, but only
        with reference to written information relating to such Initial Purchaser
        furnished to the Company by or on behalf of such Initial Purchaser
        through the Representatives specifically for inclusion in the Offering
        Memorandum (or in any amendment or supplement thereto). This indemnity
        agreement will be in addition to any liability which any Initial
        Purchaser may otherwise have. The Company acknowledges that the
        statements set forth in the last paragraph of the cover page regarding
        the delivery of the Securities and, under the heading "Plan of
        Distribution", (i) the list of Initial Purchasers; and (ii) the
        sentences related to concessions and reallowances; and (iii) the
        paragraph related to overallotment, stabilization and syndicate covering
        transactions in the Offering Memorandum, constitute the only information
        furnished in writing by or on behalf of the Initial Purchasers for
        inclusion in the Offering Memorandum (or in any amendment or supplement
        thereto).

                (c) Promptly after receipt by an indemnified party under this
        Section 8 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 8, 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

                                       19

<PAGE>


        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 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 8(a) and by the Company in the case of parties
        indemnified pursuant to Section 8(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 8 is unavailable to or insufficient to hold
        harmless an indemnified party for any reason, the Company and the
        Initial Purchasers severally agree 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 the Company and one or
        more of the Initial Purchasers may be subject in such proportion as is
        appropriate to reflect the relative benefits received by the Company on
        the one hand and by the Initial Purchasers on the other from the
        offering of the Securities; provided, however, that in no case shall any
                                    --------  -------
        Initial Purchaser (except as may be provided in any agreement among the
        Initial Purchasers relating to the offering of the Securities) be
        responsible for any amount in excess of the purchase discount or
        commission applicable to the Securities purchased by such Initial
        Purchaser hereunder. If the allocation provided by the immediately
        preceding sentence is unavailable for any reason, the Company and the
        Initial Purchasers severally shall contribute in such proportion as is
        appropriate to reflect not only such relative benefits but also the
        relative fault of the Company on the one hand and of the Initial
        Purchasers on the other in connection with the statements or omissions
        which resulted in such Losses, as well as any other relevant equitable
        considerations. Benefits received by the Company shall be deemed to be
        equal to the total net proceeds from the offering (after deducting
        discounts and commissions to the Initial Purchasers, but before
        deducting expenses) received by it, and benefits received by the Initial
        Purchasers shall be deemed to be equal to the total purchase discounts
        and commissions in each case set forth in this Agreement. Relative fault
        shall be determined by reference to, among other things, whether any
        untrue or any alleged untrue statement of a material fact or the
        omission or

                                       20

<PAGE>

        alleged omission to state a material fact relates to information
        provided by the Company on the one hand or the Initial Purchasers on the
        other, the intent of the parties and their relative knowledge, access to
        information and opportunity to correct or prevent such untrue statement
        or omission. The Company and the Initial Purchasers agree that it would
        not be just and equitable if contribution were determined by pro rata
        allocation 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 8, each
        person who controls an Initial Purchaser within the meaning of either
        the Act or the Exchange Act and each director, officer, employee and
        agent of an Initial Purchaser shall have the same rights to contribution
        as such Initial Purchaser, and each person who controls the Company
        within the meaning of either the Act or the Exchange Act and each
        officer and 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).

        9. Default by an Initial Purchaser. If any one or more Initial
           -------------------------------
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names on Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
                                                               --------
however, that in the event that the aggregate principal amount of Securities
-------
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set
forth on Schedule I hereto, the remaining Initial Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any, of
the Securities, and if such nondefaulting Initial Purchasers do not purchase all
the Securities, this Agreement will terminate without liability to any
nondefaulting Initial Purchaser or the Company. In the event of a default by any
Initial Purchaser as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the
Offering Memorandum or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Initial
Purchaser of its liability, if any, to the Company or any nondefaulting Initial
Purchaser for damages occasioned by its default hereunder.

        10. Termination. This Agreement shall be subject to termination in the
            -----------
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market shall have been suspended or limited or minimum prices shall
have been established on such Exchange or the Nasdaq National Market; (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities; or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives, impracticable or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Offering Memorandum (exclusive of any amendment or
supplement thereto).

        11. Representations and Indemnities to Survive. The respective
            ------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and

                                       21

<PAGE>


of the Initial Purchasers set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of the Initial Purchasers or the Company or any of the officers,
directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities; provided,
                                                                     --------
however, that the representations and warranties of the Company shall be deemed
-------
to be made at the Execution Time and the Closing Date only. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancelation of this
Agreement.

        12. Notices. All communications hereunder will be in writing and
            -------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney
Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General
Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to
(415) 501-7650 and confirmed to it at Levi's Plaza, 1155 Battery Street, San
Francisco, CA 94111, attention of the Legal Department.

        13. Successors. This Agreement will inure to the benefit of and be
            ----------
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and, except as expressly set forth in Section 5(h) hereof, no
other person will have any right or obligation hereunder.

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

        15. Counterparts. This Agreement may be executed in one or more
            ------------
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

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

        17. Definitions. The terms which follow, when used in this Agreement,
            -----------
shall have the meanings indicated.


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

        "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

        "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 the City of New York.

        "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.

        "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

                                       22

<PAGE>

        "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

        "NASD" shall mean the National Association of Securities Dealers, Inc.

        "Regulation D" shall mean Regulation D under the Act.

        "Regulation S" shall mean Regulation S under the Act.

        "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                                       23

<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 Agreement and your acceptance shall represent a binding agreement between
the Company and the several Initial Purchasers.


                                        Very truly yours,

                                        Levi Strauss & Co.




                                        by
                                            ------------------------------
                                            Name: William B. Chiasson
                                            Title: Senior Vice President
                                                   and Chief Financial
                                                   Officer



                                       24

<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 LLC
J.P. Morgan Securities Inc.
Fleet Securities, Inc.

By: Salomon Smith Barney Inc.




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

For itself and the other several Initial
Purchasers named in Schedule I to the
foregoing Agreement.

<PAGE>


<TABLE>
<CAPTION>

                                                  SCHEDULE I

                                                                                                         Principal
                                                                                                         Amount of
                                                                                                         Securities
                 Initial Purchasers                                                                      to be Purchased
                 ------------------                                                                      ---------------
<S>                                                                                                            <C>


Salomon Smith Barney Inc........................................................................          $ 25,000,000
Banc of America Securities LLC..................................................................            25,000,000
Scotia Capital (USA) Inc........................................................................            25,000,000
Credit Suisse First Boston LLC..................................................................            10,000,000
J.P. Morgan Securities Inc......................................................................            10,000,000
Fleet Securities, Inc...........................................................................             5,000,000
                                                                                                          ------------
Total...........................................................................................          $100,000,000
                                                                                                          ============
</TABLE>

<PAGE>


                                    Annex A
                            Significant Subsidiaries
                            ------------------------


Levi Strauss International

Levi Strauss International, Inc.

Levi Strauss International Group Finance Coordination Services SCA/CVA

Levi Strauss Financial Center Corporation

Levi Strauss Receivables Funding, LLC

NF Industries, Inc.

Levi Strauss - Europe S.A.

Levi Strauss Continental S.A.

<PAGE>


                                                                       EXHIBIT A


                      Selling Restrictions for Offers and
                      -----------------------------------
                        Sales outside the United States
                        -------------------------------

        (1)(a) The Securities have not been and will not be registered under the
Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under
the Act or pursuant to an exemption from the registration requirements of the
Act. Each Initial Purchaser represents and agrees that, except as otherwise
permitted by Section 4(a)(i) of the Agreement to which this is an exhibit, it
has offered and sold the Securities, and will offer and sell the Securities, (i)
as part of their distribution at any time; and (ii) otherwise until 40 days
after the later of the commencement of the offering and the Closing Date, only
in accordance with Rule 903 of Regulation S under the Act. Accordingly, each
Initial Purchaser represents and agrees that neither it, nor any of its
Affiliates nor any person acting on its or their behalf has engaged or will
engage in any directed selling efforts with respect to the Securities, and that
it and they have complied and will comply with the offering restrictions
requirement of Regulation S. Each Initial Purchaser agrees that, at or prior to
the confirmation of sale of Securities (other than a sale of Securities pursuant
to Section 4(a)(i) of the Agreement to which this is an exhibit), it shall have
sent to each distributor, dealer or person receiving a selling concession, fee
or other remuneration that purchases Securities from it during the distribution
compliance period a confirmation or notice to substantially the following
effect:

                "The Securities covered hereby have not been registered under
                the U.S. Securities Act of 1933 (the "Act") and may not be
                offered or sold within the United States or to, or for the
                account or benefit of, U.S. persons (i) as part of their
                distribution at any time or (ii) otherwise until 40 days after
                the later of the commencement of the offering and December 4,
                2002, except in either case in accordance with Regulation S or
                Rule 144A under the Act. Terms used above have the meanings
                given to them by Regulation S."

                (b) Each Initial Purchaser also represents and agrees that it
        has not entered and will not enter into any contractual arrangement with
        any distributor with respect to the distribution of the Securities,
        except with its Affiliates or with the prior written consent of the
        Company.

                (c) Terms used in this section have the meanings given to them
        by Regulation S.

                (2) Each Initial Purchaser represents and agrees that (i) it has
not offered or sold and, prior to the date six months after the date of issue of
the Securities, will not offer or sell any Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments, whether as principal or agent,
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995;(ii) it
has complied and will comply with all applicable provisions of the Financial
Services and Market Act 2000 (the "FSMA") and the Public Offers of Securities
Regulations 1995 with respect to anything done by it in relation to such
Securities in, from or otherwise involving the United Kingdom; and (iii) it has
only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of such Securities in circumstances in which
Section 21 (1) of the FSMA does not apply to the Company.

                                      A-1