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                                                                    EXHIBIT 4.14

                                                                  EXECUTION COPY

                               LEVI STRAUSS & CO.

                                  $425,000,000

                         12 1/4% Senior Notes Due 2012


                               PURCHASE AGREEMENT


                                                               November 26, 2002

Salomon Smith Barney Inc.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Credit Suisse First Boston Corp.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
SunTrust Capital Markets, 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, $425,000,000 principal amount
of its 12 1/4% Senior Notes Due 2012 (the "Securities"). The Securities are to
be issued under an indenture, (the "Indenture"), to be dated as of December 4,
2002, between the Company and Wilmington Trust Company, as trustee (the
"Trustee"). 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 a preliminary offering memorandum, dated November 25, 2002 (as amended
or supplemented at the Execution Time, including any and all exhibits thereto
and any information incorporated by reference therein, the ("Preliminary
Memorandum"), and a final offering memorandum, dated November 26, 2002 (as
amended or supplemented at the Execution Time, including any and all

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exhibits thereto and any information incorporated by reference therein, the
"Final Memorandum"). Each of the Preliminary Memorandum and the Final Memorandum
sets forth certain information concerning the Company and the Securities. The
Company hereby confirms that it has authorized the use of the Preliminary
Memorandum and the Final 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 Final 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 Final
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 an
                   ------------------------------
warrants to each Initial Purchaser as set forth below in this Section 1.

                (a) The Preliminary Memorandum, at the date thereof, did 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. At the
        Execution Time and on the Closing Date (as defined in Section 3 hereof),
        the Final 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 Preliminary
        Memorandum or the Final 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.

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                (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
        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.

                (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 Final 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
        Final 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
        Final 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 Final Memorandum, and the Voting Trust Agreement entered
        into as of April 15, 1996, among

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        the Voting Trustees and stockholders of the Company conforms in all
        material respects to the description thereof contained in the Final
        Memorandum.

                (o) The statements in the Final 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 and,
        assuming due authorization, execution and delivery thereof by the
        Trustee, when executed and delivered by the Company, will constitute 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 and 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 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

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        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 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 Final 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 Final Memorandum fairly present, on the basis stated in the
        Final 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 Final 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 Final
        Memorandum, are independent

                                       5

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        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 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 Final
        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 Final 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 Final 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 Final 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 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 Final Memorandum
        (exclusive of any amendment or supplement thereto).

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                (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 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 Final
        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 Final
        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.

                                       7

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                (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, 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 Final 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 Final 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.

                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.

                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

                                       8

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Company at a purchase price of 96.081% 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 December 4, 2002,
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 Final
        Memorandum and any amendments and supplements thereto as you may
        reasonably request.

                (b) The Company will not amend or supplement the Final
        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 Final
        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 Final 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 Final Memorandum to the
        several Initial Purchasers and counsel for the Initial Purchasers
        without charge in such quantities as you may reasonably request.

                                       9

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                (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 for clearance
        and settlement through The Depository Trust Company.

                (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

                                       10

<PAGE>

        foregoing (other than (a) the Securities and the New Securities (as
        defined in the Registration Rights Agreement), (b) pursuant to any
        credit facility permitted under the Indenture, (c) purchase money debt
        and any other non-capital markets debt permitted under the Indenture and
        (d) up to $200,000,000 of additional Securities or additional 11 5/8%
        Senior Notes due 2008) 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 Preliminary Memorandum and Final 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 Preliminary Memorandum and
        Final 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 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.

                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

                                       11

<PAGE>

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 Final 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;

                        (ii) the statements in the Final 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 Final
                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

                                       12

<PAGE>
                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 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 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 Existing Bank
                Credit Facility, including any covenant contained therein; (iii)
                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. or the Euro Indenture, dated as of January 18,
                2001, between the Company and Citibank, N.A. (together, the
                "Existing Indentures"), and any amendments thereto, including
                any covenant contained therein; or (iv) 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 Final 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, qualifications and comments reasonably
satisfactory to the Initial Purchasers. References to the Final 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

                                       13

<PAGE>

                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 Final 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 Final 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 Final 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
                Final 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 Final 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 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 the
                Indenture, this Agreement or the Registration Rights Agreement,
                the issue and sale of the Securities, nor the consummation of
                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

                                       14

<PAGE>
                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 Final 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 Final 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.

                (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 Final Memorandum, any
        amendment or supplement to the Final 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

                                       15

<PAGE>

                        (ii) since the date of the most recent financial
                statements included in the Final 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 Final 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 Final Memorandum and any amendment or supplement to the Final
        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 Exchange 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, as indicated in
        their report included or incorporated in the Final 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 Final Memorandum do
                not comply in form in all material respects with applicable
                accounting requirements and with the 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 Final Memorandum;

                        (2) with respect to the period from August 25, 2002 to
                October 27, 2002, there was any increase in long-term debt or
                stockholders' deficit, change in capital stock, decrease in
                total assets of the Company as

                                       16

<PAGE>


                compared with the amounts shown in the August 25, 2002 unaudited
                condensed consolidated balance sheet included in the Final
                Memorandum, or for the two-month period ended October 27, 2002,
                there were any decreases as compared to the corresponding
                two-month period ended October 28, 2001 in consolidated net
                sales, gross profit, operating income, interest expense, income
                before taxes or in the total or per share amounts of net income
                of the Company and its subsidiaries, 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; or

                        (3) with respect to the period subsequent to October 27,
                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 in
                the August 25, 2002 unaudited condensed consolidated balance
                sheet included in the Final Memorandum, or any decrease as
                compared to the corresponding period in the fiscal month ended
                October 27, 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 Final 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 Final 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 Final 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 Final 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 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 Final 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

                                       17

<PAGE>
        contemplated by the Final 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
        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 Final Memorandum and such amendment and
        waiver shall be in full force and effect.

                (k) 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 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

                                       18

<PAGE>

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 Preliminary Memorandum, the Final
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 Preliminary Memorandum or the Final 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; and provided
                                                                    --------
further, however, that with respect to any untrue statement or omission of a
-------  -------
material fact made in the Preliminary Memorandum, the indemnity agreement
contained in this Section 8(a) shall not inure to the benefit of any Initial
Purchaser from whom the person asserting any such loss, claim, damage or
liability purchased the Securities concerned in any initial resale of the
Securities by the Initial Purchaser, to the extent that any such loss, claim,
damage or liability of such Initial Purchaser occurs under the circumstance
where it shall have been determined by a court of competent jurisdiction by
final and nonappealable judgment that (i) the untrue statement or omission of a
material fact contained in the Preliminary Memorandum was corrected in the Final
Memorandum, (ii) the Company had previously furnished copies of the Final
Memorandum to the Initial Purchasers and (iii) such loss, claim, damage or
liability results from the fact that there was not sent or given to such person
at or prior to the written confirmation of the sale of such Securities to such
person, a copy of the Final Memorandum. 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
        Preliminary Memorandum or the Final 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 Preliminary Memorandum and the Final
        Memorandum, constitute the only information furnished in writing by or
        on behalf of the Initial Purchasers for inclusion in the Preliminary
        Memorandum or the Final 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

                                       19

<PAGE>

        from any obligations to any indemnified party other than the
        indemnification obligation provided in paragraph (a) or (b) above. The
        indemnifying party shall be entitled to appoint counsel of the
        indemnifying party's choice at the indemnifying party's expense to
        represent the indemnified party in any action for which indemnification
        is sought (in which case the indemnifying party shall not thereafter be
        responsible for the fees and expenses of any separate counsel retained
        by the indemnified party or parties except as set forth below);
        provided, however, that such counsel shall be reasonably satisfactory to
        --------  -------
        the indemnified party. Notwithstanding the indemnifying party's election
        to appoint counsel to represent the indemnified party in an action, the
        indemnified party shall have the right to employ separate counsel
        (including local counsel), and 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

                                       20

<PAGE>

        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 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 Final
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 Final Memorandum (exclusive of
any amendment or supplement thereto).

                                       21

<PAGE>

                11. Representations and Indemnities to Survive. The respective
                    ------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and 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 Corp.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
SunTrust Capital Markets, Inc.

By: Salomon Smith Barney Inc.



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

For themselves 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.......................................................................           $106,250,000
Banc of America Securities LLC ................................................................            106,250,000
Scotia Capital (USA) Inc.......................................................................            106,250,000
Credit Suisse First Boston Corp................................................................             42,500,000
J.P. Morgan Securities Inc.....................................................................             42,500,000
Fleet Securities, Inc..........................................................................             10,625,000
SunTrust Capital Markets, Inc..................................................................             10,625,000
                                                                                                          ------------

                Total..........................................................................           $425,000,000
                                                                                                          ============
</TABLE>

<PAGE>


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


Levi Strauss International

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