exv10w1






Exhibit 10.1




EXECUTION VERSION




LEVI STRAUSS & CO.




€300,000,000 7.750% Senior Notes due 2018

$525,000,000 7.625% Senior Notes due 2020



PURCHASE AGREEMENT



April 28, 2010




MERRILL LYNCH INTERNATIONAL

     as Representative of the Several Euro Notes Purchasers

c/o Banc of America Securities LLC

2 King Edward Street

London EC1A

United Kingdom




BANC OF AMERICA SECURITIES LLC

     as Representative of the Several Dollar Notes Purchasers

c/o Banc of America Securities LLC

One Bryant Park




New York, New York 10036



Ladies and Gentlemen:




     Levi Strauss & Co., a corporation organized under the laws of Delaware (the “Company”),
proposes to issue and sell (i) to the several parties named in Schedule I hereto (the “Euro Notes
Purchasers”), €300,000,000 principal amount of its 7.750% Senior Notes due 2018 (the “Euro
Notes”) and (ii) to the several parties named in Schedule II hereto (the “Dollar Notes Purchasers”
and, together with the Euro Notes Purchasers, the “Initial Purchasers”), $525,000,000 principal
amount of its 7.625% Senior Notes due 2020 (the “Dollar Notes” and, together with the Euro Notes,
the “Notes”). You are acting as the representative (the “Representative”) of the Dollar Notes
Purchasers and/or the Euro Notes Purchasers as indicated above. Certain terms used herein are
defined in Section 18 hereof.



     The Notes are to be issued under an indenture (the “Indenture”) dated as of the Closing Date
(as defined in Section 3 below) between the Company and Wells Fargo Bank, National Association, as
trustee (the “Trustee”), and will have the benefit of a registration rights agreement dated as of
the Closing Date (the “Registration Rights Agreement”) between the Company and the Initial
Purchasers pursuant to which the Company may be required to file with the Commission, under the
circumstances set forth therein, (i) a registration statement under the Act relating to another
series of debt securities of the Company with terms substantially identical to the Notes (the
“Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf
registration statement pursuant to Rule 415 of the Act relating to the resale by certain



 









 




holders of the Notes, and in each case, to use its best efforts to cause such registration
statements to be declared effective.




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



     In connection with the sale of the Notes, the Company has prepared and delivered to each
Initial Purchaser copies of a preliminary offering memorandum, dated April 22, 2010 (as amended or
supplemented at the Execution Time, including any information incorporated by reference therein,
the “Preliminary Offering Memorandum”) and copies of a Pricing Supplement, dated April 28, 2010
(the “Pricing Supplement”), in substantially the form attached hereto as Schedule III describing
the terms of the Notes, each for use by such Initial Purchasers in connection with its solicitation
of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement
are herein referred to as the “Pricing Disclosure Package.” As promptly as practicable after the
Execution Time, the Company will prepare and deliver to each Initial Purchaser a final offering
memorandum, dated the date hereof (including any information incorporated by reference therein, the
“Final Offering Memorandum”). Each of the Preliminary Offering Memorandum, the Final Offering
Memorandum and the Pricing Disclosure Package sets forth certain information concerning the Company
and the Notes. The Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum, the Final Offering Memorandum and the Pricing Disclosure Package, and any
amendment or supplement to the Final Offering Memorandum, in connection with the offer and sale of
the Notes by the Initial Purchasers.



     All references herein to the terms “Pricing Disclosure Package” and “Final Offering
Memorandum” shall be deemed to mean and include all information filed under the Exchange Act prior
to the Execution Time and incorporated by reference in the Pricing Disclosure Package (including
the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all
references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final
Offering Memorandum shall be deemed to mean and include all information filed under the Exchange
Act after the Execution Time and incorporated by reference in the Final Offering Memorandum.



     All references in this Agreement to financial statements and schedules and other information
that are “contained,” “included,” “disclosed,” “described,” “referenced,” “set forth in” or
“stated” in the Preliminary Offering Memorandum or the Final Offering Memorandum (or other
references of like import) shall be deemed to mean and include all such financial statements and
schedules and other information that are incorporated by reference in the Preliminary Offering
Memorandum or the Final Offering Memorandum, as the case may be.



     1. Representations and Warranties. The Company represents and warrants to each
Initial Purchaser that (references in this Section 1 to the “Offering Memorandum” are to (x) the
Pricing Disclosure Package in the case of representations and warranties made as of the Execution
Time and (y) the Final Offering Memorandum in the case of representations and warranties made as of
the Closing Date):



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     (a) Neither the Pricing Disclosure Package, at the Execution Time, nor the Final
Offering Memorandum, as of its date or (as amended or supplemented in accordance with
Section 5(b), if applicable) as of the Closing Date contains any untrue statement of a
material fact 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;
provided, however, that the Company makes no representation or warranty as
to the information contained in or omitted from the Pricing Disclosure Package or the Final
Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of the
Initial Purchasers through the Representative specifically for inclusion therein.




     (b) The Company has not prepared, made, used, authorized, approved or distributed and
will not prepare, make, use, authorize, approve or distribute any written communication that
constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) the
Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road
show or other written communications, in each case used in accordance with Section 5(b).
Each such communication by the Company or its agents and representative pursuant to clause
(iii) of the preceding sentence (each, a “Company Additional Written Communication”), when
taken together with the Pricing Disclosure Package, did not as of the Execution Time, and at
the Closing Date will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that this
representation, warranty and agreement shall not apply to statements in or omissions from
each such Company Additional Written Communication made in reliance upon and in conformity
with information furnished to the Company in writing by or on behalf of any Initial
Purchaser through the Representative specifically for inclusion therein.




     (c) All documents filed by the Company under the Exchange Act and incorporated or
deemed to be incorporated by reference into the Offering Memorandum (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 the light of the circumstances under which they were made, not misleading.




     (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, 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 Notes under the Act.




     (e) 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



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(within the meaning of Regulation D) in connection with any offer or sale of the Notes
in the United States.




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




     (g) 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 Notes, 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.




     (h) The Company will use its best efforts to cause the Euro Notes (i) to be listed on
the Official List of the Luxembourg Stock Exchange and (ii) to be traded on the Euro MTF
Market.




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




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




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




     (l) 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 Notes.




     (m) Except as otherwise disclosed in the Offering Memorandum (exclusive of any
amendment or supplement thereto), subsequent to the date of the most recent financial
statements included in the Offering Memorandum (exclusive of any amendment or supplement
thereto): (i) there has been no 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 (any such effect or change is called a
“Material Adverse Effect”); (ii) the Company and its subsidiaries, considered as one entity,
have not incurred any material liability or obligation, indirect, direct or contingent, not
in the ordinary course of business nor entered into any material transaction or agreement
not in the ordinary course of business; and (iii) there has been no dividend or distribution
of any kind declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, any of its subsidiaries on any class of capital stock or
repurchase or redemption by the Company or any of its subsidiaries of any class of capital
stock.



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




     (o) All the outstanding shares of capital stock of each subsidiary have been duly and
validly authorized and issued and are fully paid and nonassessable, and, except as otherwise
set forth in the Offering Memorandum and other than the Company’s subsidiary in Japan, 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.




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




     (q) The statements in the Offering Memorandum under the headings “Certain U.S. Federal
Income Tax Considerations”, “Description of Notes”, “Exchange Offer; Registration Rights”,
“Risk Factors—Risks Relating to Our Business—Our success depends on the continued protection
of our trademarks and other proprietary intellectual property rights”, and in the Company’s
Annual Report on Form 10-K for the fiscal year ended November 29, 2009 (the “2009 10-K”)
under the headings “Business—Trademarks” and “Item 3—Legal Proceedings” 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.




     (r) 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 Notes and the Exchange Notes 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



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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).




     (s) 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 by the
Luxembourg Stock Exchange or under the blue sky or securities laws of any jurisdiction in
connection with the transactions contemplated by this Agreement and the Registration Rights
Agreement.




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




     (u) The consolidated historical financial statements and schedules of the Company and
its consolidated subsidiaries included in the Offering Memorandum 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 the Exchange Act and have been



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prepared in conformity with U.S. generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except as otherwise noted therein); and
the summary and selected financial data set forth under the caption “Summary Historical
Consolidated Financial Data” in the Offering Memorandum and under the caption “Selected
Financial Data” in the 2009 10-K fairly present, on the basis stated in the Offering
Memorandum, the information included therein.




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




     (w) 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.




     (x) 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.




     (y) PricewaterhouseCoopers LLP, who have audited the consolidated financial statements
of the Company and its consolidated subsidiaries for fiscal years 2009, 2008 and 2007
included in the Offering Memorandum, are independent registered public accountants with
respect to the Company within the meaning of the Act and the applicable published rules and
regulations thereunder.




     (z) 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 Notes.




     (aa) The Company has (i) 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) and (ii) has paid all



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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, in the case of either (i) or (ii) whether or
not arising from transactions in the ordinary course of business and except in each case as
set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or
supplement thereto).




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




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




     (dd) 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 (i) the Offering Memorandum, (ii) the Company’s Second Amended and Restated
Credit Agreement dated as of October 11, 2007, among the Company, Levi Strauss Financial
Center Corporation, the financial institutions listed on the signature pages thereto and
Bank of America, N.A., as agent, as amended on March 12, 2010 (the “Revolving Credit
Facility”), and (iii) the Company’s Term Loan Agreement dated as of March 27, 2007, among
the Company, the lenders party thereto and Bank of America, N.A., as administrative agent
(the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Existing
Bank Credit Facilities”).



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




     (ff) The Company and each of its subsidiaries maintain a system of internal control
over financial reporting 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 in the United States and to
maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) 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-15 under the Exchange Act) that are
effective to provide reasonable assurance 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 Commission, including, without limitation, controls and procedures designed to
provide reasonable assurance 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.




     (gg) 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 Offering Memorandum (exclusive of any amendment or supplement thereto).



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     (hh) 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.




     (ii) 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”).




     (jj) 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®, Dockers® and Signature by Levi Strauss & Co.TM trademarks), trade and
service mark registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, know-how and other intellectual property (collectively, the “Intellectual
Property”) necessary for the conduct of the Company’s business as now conducted free and
clear of any material security interests, claims, liens or encumbrances, except as would not
have a Material Adverse Effect or as set forth in or contemplated in (i) the Offering
Memorandum (exclusive of any amendment or supplement thereto) or (ii) the Existing Bank
Credit Facilities, 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.




     (kk) None of the Company, its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is
aware of or has taken any action, directly or indirectly, that would result in a violation
by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA; and the
Company, its subsidiaries and, to the knowledge of the Company, its Affiliates have
conducted their businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.




     (ll) The operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting



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requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and 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 with respect to the Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.




     (mm) There is and has been no failure on the part of the Company and any of the
Company’s directors or officers, in their capacities as such, to comply with any provision
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith, including Section 402 related to loans and Sections 302 and 906 related to
certifications.




     (nn) None of the Company or any of its subsidiaries or, to the best knowledge of the
Company, any director, officer, agent, employee or other person acting on behalf of any
member of the Company or any of its subsidiaries has caused the Company or any of its
subsidiaries to be in violation of any applicable law, directive, national statute or
administrative regulation relating to money-laundering, unlawful financial activities or
unlawful use or appropriation of corporate funds, including those administered by the Office
of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) or equivalent European
Union measure; the Company agrees that it will not directly or indirectly use the proceeds
of the offering and sale of the Notes, or lend, contribute or otherwise make available such
proceeds to any person or entity, or any subsidiary, joint venture partner or sub-division
of such other person or entity, for the purpose of financing the activities of any person or
entity with whom transactions are currently prohibited under any such U.S. sanctions
administered by OFAC or any equivalent European Union measure.




     (oo) Neither the Company, any of its subsidiaries or, to the knowledge of the Company,
any director, officer, agent, employee or Affiliate of the Company or any of its
subsidiaries has distributed and, prior to the later to occur of (i) the Closing Date and
(ii) the completion of the distribution of the Notes, will distribute any material referring
to the offering and sale of the Notes other than the Preliminary Offering Memorandum, the
Pricing Disclosure Package or the Final Offering Memorandum or other materials, if any,
permitted by the Act and the Financial Services and Markets Act 2000 (the “FSMA”) (or
regulations promulgated pursuant to the FSMA) or required to be distributed by the
Luxembourg Stock Exchange.



     Any certificate signed by any officer of the Company and delivered to the Representative or
counsel for the Initial Purchasers in connection with the offering of the Notes 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:



-11-









 






     (a) the Company agrees to sell to each Euro Notes Purchaser, and each Euro Notes
Purchaser agrees, severally and not jointly, to purchase from the Company the aggregate
principal amount of Euro Notes set forth opposite such Euro Notes Purchaser’s name on
Schedule I hereto, at a purchase price of 98.250% of the principal amount of the Euro Notes;
and




     (b) the Company agrees to sell to each Dollar Notes Purchaser, and each Dollar Notes
Purchaser agrees, severally and not jointly, to purchase from the Company the aggregate
principal amount of Dollar Notes set forth opposite such Dollar Notes Purchaser’s name on
Schedule II hereto, at a purchase price of 98.250% of the principal amount of the Dollar
Notes.



     3. Delivery and Payment. Delivery of and payment for the Euro Notes shall be made no
later than 10:00 A.M., London time, and delivery of and payment for the Dollar Notes shall be made
no later than 10:00 A.M., New York City time, on May 6, 2010, or at such time on such later date
(not later than three Business Days after the foregoing date) as the Representative shall
designate, which date and time may be postponed by agreement between the Representative and the
Company or as provided in Section 9 hereof (such date and time of delivery and payment for the
Notes being herein called the “Closing Date”). Delivery of the Notes shall be made to the
Representative for the respective accounts of the several Initial Purchasers against payment by the
several Initial Purchasers through the Representative 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 Dollar Notes shall be made through the facilities of The Depository Trust
Company and delivery of the Euro Notes shall be made through the facilities of the Euroclear System
and Clearstream, Luxembourg, unless the Representative 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 Dollar Notes or Euro
Notes, as applicable, 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 Dollar Notes or Euro Notes, as applicable, is aware that such sale is being made in
reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Annex I
hereto.




     (b) Neither it nor any person acting on its behalf has made or will make offers or
sales of the Dollar Notes or Euro Notes, as applicable, 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



-12-









 







many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any
amendments and supplements thereto as you may reasonably request.




     (b) As promptly as practicable following the Execution Time and in any event not later
than the second business day following the date hereof, the Company will prepare and deliver
to the Initial Purchasers the Final Offering Memorandum, which shall consist of the
Preliminary Offering Memorandum as modified only by the information contained in the Pricing
Supplement. The Company will not amend or supplement the Preliminary Offering Memorandum or
the Pricing Supplement. After the Execution Time, the Company will not amend or supplement
the Final Offering Memorandum without the prior written consent of Banc of America
Securities LLC. Before making, preparing, using, authorizing, approving or distributing any
Company Additional Written Communication, the Company will furnish to the Representative a
copy of such written communication for review and will not make, prepare, use, authorize,
approve or distribute any such written communication to which the Representative reasonably
objects.




     (c) If at any time prior to the completion of the sale of the Notes by the Initial
Purchasers (as determined by Banc of America Securities LLC), any event occurs as a result
of which the Final Offering Memorandum, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend or supplement the Final Offering Memorandum
to comply with applicable law, the Company promptly (i) will notify the Representative 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 Offering Memorandum
to the several Initial Purchasers and counsel for the Initial Purchasers without charge in
such quantities as you may reasonably request; provided, however, that once
so notified each Initial Purchaser agrees that it shall not distribute the Final Offering
Memorandum until it has been so amended or supplemented.




     (d) The Company will arrange, if necessary, for the qualification of the Notes for sale
by the Initial Purchasers under the laws of such jurisdictions in the United States and the
European Union as the Representative may reasonably designate and will maintain such
qualifications in effect so long as required for the sale of the Notes; 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
Notes, in any jurisdiction where it is not now so subject. The Company will promptly advise
the Representative of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes 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 to, resell, under
circumstances that would require the registration of the Notes under the Act, any Notes that
have been acquired by any of them.



-13-









 






     (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 covenant)
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 Notes under the
Act.




     (g) 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 covenant)
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 Notes in the United States.




     (h) So long as any of the Notes 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 Notes, 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 Representative and use its best efforts to (i)
permit the Dollar Notes to be eligible for clearance and settlement through The Depository
Trust Company (“DTC”), (ii) permit the Euro Notes to be eligible for clearance and
settlement through the Euroclear System and Clearstream, Luxembourg and (iii) cause the Euro
Notes to be approved for listing on the Official List of the Luxembourg Stock Exchange and
approved for trading on the Euro MTF Market.




     (k) The Company will not offer, sell, contract to sell, grant any other option to
purchase or otherwise dispose of, directly or indirectly, or announce the offering of, or
file a registration statement for, any debt securities issued or guaranteed by the Company
or any of its direct or indirect subsidiaries, or enter into any agreement to do any of the
foregoing (other than (i) the Notes and the New Securities (as defined in the Registration
Rights Agreement), (ii) pursuant to any credit facility permitted under the Indenture and
(iii) purchase money debt and any other non-capital markets debt permitted under the
Indenture for a period of 60 days from the date the Notes are issued without the prior
written consent of Banc of America Securities LLC.




     (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



-14-









 







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 Notes.




     (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 Notes and the fees of the Trustee; (ii) the preparation, printing or reproduction of the
Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering
Memorandum and each amendment or supplement to any 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 Offering Memorandum, the Pricing Disclosure
Package and the Final Offering Memorandum, and all amendments or supplements to any of them,
as may, in each case, be reasonably requested for use in connection with the offering and
sale of the Notes; (iv) the preparation, printing, authentication, issuance and delivery of
certificates for the Notes, including any stamp or transfer taxes in connection with the
original issuance and sale of the Notes; (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 Notes; (vi) any
registration or qualification of the Notes for offer and sale under the Notes 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 (A) the Dollar Notes for clearance and settlement through DTC and (B) the Euro
Notes for listing on the Luxembourg Stock Exchange and the Euro Notes for trading on the
Euro MTF Market; (viii) the transportation and other expenses (including one half of the
cost of any chartered airplane used by the Company personnel) incurred by or on behalf of
Company representatives in connection with presentations to prospective purchasers of the
Notes; (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, Cahill Gordon & Reindel llp.



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




-15-











 






     (a) The Company shall have requested and caused Orrick, Herrington & Sutcliffe LLP,
counsel for the Company, to furnish to the Representative its opinion, dated the Closing
Date and addressed to the Initial Purchasers, the form of which is attached as Exhibit A.




     (b) The Company shall have requested and caused Jennifer Chaloemtiarana, Chief Counsel,
Corporate for the Company, to furnish to the Representative her opinion, dated the Closing
Date and addressed to the Initial Purchasers, the form of which is attached as Exhibit B.




     (c) The Representative shall have received from Cahill Gordon & Reindel llp,
counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and
addressed to the Initial Purchasers, with respect to the issuance and sale of the Notes, the
Indenture, the Registration Rights Agreement, the Pricing Disclosure Package, the Final
Offering Memorandum (as amended or supplemented at the Closing Date) and other related
matters as the Representative 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 Representative 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 Pricing
Disclosure Package, the Final Offering Memorandum, any amendment or supplement to the Final
Offering Memorandum and this Agreement and that:




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




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




     (e) On the date hereof, the Representative shall have received from
PricewaterhouseCoopers LLP, the independent registered public accounting firm for the
Company, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in
form and substance reasonably satisfactory to the Representative, covering certain financial
information in the Pricing Disclosure Package and other customary matters. In addition, on
the Closing Date, the Representative shall have received from such accountants a



-16-









 







“bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in
form and substance reasonably satisfactory to the Representative, in the form of the
“comfort letter” delivered on the date hereof, except that (i) it shall cover certain
financial information in the Final Offering Memorandum and any amendment or supplement
thereto and (ii) procedures shall be brought down to a date no more than 5 days prior to the
Closing Date.




     (f) Subsequent to the Execution Time or, if earlier, the date of the most recent
financial statements included in the Pricing Disclosure Package (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 (e) 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 the Pricing Disclosure Package and the Final Offering
Memorandum (exclusive of any amendment or supplement thereto) the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representative, so material and adverse as to make it impractical or inadvisable to market
the Notes as contemplated by the Pricing Disclosure Package and the Final Offering
Memorandum (exclusive of any amendment or supplement thereto).




     (g) The Dollar Notes shall be eligible for clearance and settlement through DTC; and
the Euro Notes shall be eligible for clearance and settlement through the Euroclear System
and Clearstream, Luxembourg.




     (h) 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.




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




     (j) As soon as practicable after the closing of the offering of the Notes, the Company
shall apply the net proceeds of the sale of the Notes as described in the Pricing Disclosure
Package and the Final Offering Memorandum.



     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 Representative 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 Representative. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.



-17-









 





     The documents required to be delivered by this Section 6 will be delivered at the office of
counsel for the Initial Purchasers, Cahill Gordon & Reindel llp, 80 Pine Street, New York,
NY 10005, on the Closing Date.



     7. Reimbursement of Expenses. If the sale of the Notes 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 Banc of America
Securities LLC 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 Notes.



     8. Indemnification and Contribution.




          (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors,
officers, employees and agents of each Initial Purchaser and each person who controls any Initial
Purchaser within the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Pricing Disclosure Package, any Company Additional Written
Communication or the Final Offering Memorandum (or in any supplement or amendment thereto) or arise
out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made in the Pricing Disclosure Package,
any Company Additional Written Communication or the Final Offering Memorandum, or in any amendment
thereof or supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Initial Purchasers through the Representative
specifically for inclusion therein. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.




          (b) Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Initial Purchaser, but only with reference to written
information relating to such Initial Purchaser furnished to the Company by or on behalf of such
Initial Purchaser through the Representative specifically for inclusion in the Pricing Disclosure
Package, any Company Additional Written Communication or the Final Offering Memorandum (or in any
amendment or supplement thereto). This indemnity agreement will be



-18-









 






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 Notes and, under the heading “Plan of Distribution”, (i) the list of Initial
Purchasers; and (ii) the paragraphs under the subheading “Short Positions”, in the Pricing
Disclosure Package and the Final Offering Memorandum constitute the only information furnished in
writing by or on behalf of the Initial Purchasers for inclusion in the Pricing Disclosure Package,
any Company Additional Written Communication or the Final Offering Memorandum (or in any amendment
or supplement thereto).




          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party 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 (i) does
not include an admission of fault and (ii) 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 Banc of America Securities LLC in the case of the
parties indemnified



-19-









 






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 Notes; 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 Notes) be responsible for any amount in excess of the purchase discount or
commission applicable to the Notes purchased by such Initial Purchaser hereunder. If the
allocation provided by the immediately preceding sentence is unavailable for any reason, the
Company and the Initial Purchasers severally shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the Company on the one
hand and of the Initial Purchasers on the other in connection with the statements or omissions
which resulted in such Losses, as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds from the offering
(after deducting discounts and commissions to the Initial Purchasers, but before deducting
expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions in each case set forth in this Agreement.
Relative fault shall be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or 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.




          (a) If any one or more Euro Notes Purchasers shall fail to purchase and pay for any of the
Euro Notes agreed to be purchased by such Euro Notes Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Euro Notes Purchasers shall be obligated severally to take



-20-









 






up and pay for (in the respective proportions which the principal amount of Euro Notes set
forth opposite their names on Schedule I hereto bears to the aggregate principal amount of Euro
Notes set forth opposite the names of all the remaining Euro Notes Purchasers) the Euro Notes which
the defaulting Euro Notes Purchaser or Euro Notes Purchasers agreed but failed to purchase;
provided, however, that in the event that the aggregate principal amount of Euro
Notes which the defaulting Euro Notes Purchaser or Euro Notes Purchasers agreed but failed to
purchase shall exceed 10% of the aggregate principal amount of Euro Notes set forth on Schedule I
hereto, the remaining Euro Notes Purchasers shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Euro Notes, and if such non-defaulting Euro Notes
Purchasers do not purchase all the Euro Notes, this Agreement will terminate without liability to
any non-defaulting Euro Notes Purchaser or the Company. In the event of a default by any Euro
Notes Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as Merrill Lynch International shall determine in order
that the required changes in the Final Offering Memorandum or in any other documents or
arrangements may be effected.




          (b) If any one or more Dollar Notes Purchasers shall fail to purchase and pay for any of the
Dollar Notes agreed to be purchased by such Dollar Notes Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Dollar Notes Purchasers shall be obligated severally to take up and pay
for (in the respective proportions which the principal amount of Dollar Notes set forth opposite
their names on Schedule II hereto bears to the aggregate principal amount of Dollar Notes set forth
opposite the names of all the remaining Dollar Notes Purchasers) the Dollar Notes which the
defaulting Dollar Notes Purchaser or Dollar Notes Purchasers agreed but failed to purchase;
provided, however, that in the event that the aggregate principal amount of Dollar
Notes which the defaulting Dollar Notes Initial Purchaser or Dollar Notes Purchasers agreed but
failed to purchase shall exceed 10% of the aggregate principal amount of Dollar Notes set forth on
Schedule II hereto, the remaining Dollar Notes Purchasers shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Dollar Notes, and if such non-defaulting
Dollar Notes Purchasers do not purchase all the Dollar Notes, this Agreement will terminate without
liability to any non-defaulting Dollar Notes Purchaser or the Company. In the event of a default
by any Dollar Notes Purchaser as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as Banc of America Securities LLC shall
determine in order that the required changes in the Final Offering Memorandum or in any other
documents or arrangements may be effected.




          (c) Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its
liability, if any, to the Company or any non-defaulting Initial Purchaser for damages occasioned by
its default hereunder.



     10. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representative, by notice given to the Company prior to delivery of and payment
for the Notes, if at any time prior to such time (i) trading in securities generally on the New
York Stock Exchange or the NASDAQ Global Market shall have been suspended or limited or minimum
prices shall have been established on such Exchange or the NASDAQ Global 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



-21-









 





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 Representative, impracticable
or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Pricing
Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement
thereto).




     11. No Advisory or Fiduciary Responsibilities. The Company acknowledges and agrees
that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the
determination of the offering price of the Notes and any related discounts and commissions, is an
arm’s-length commercial transaction between the Company, on the one hand, and the several Initial
Purchasers, on the other hand, and the Company is capable of evaluating and understanding and
understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to
such transaction each Initial Purchaser is and has been acting solely as a principal and is not the
agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any
other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary
responsibility in favor of the Company with respect to any of the transactions contemplated hereby
or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is
currently advising the Company on other matters) or any other obligation to the Company except the
obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their
respective affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Company and that the several Initial Purchasers have no obligation to
disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the
Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated hereby and the Company has consulted its own legal, accounting,
regulatory and tax advisors to the extent it deemed appropriate.



     This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company and the several Initial Purchasers, or any of them, with respect to the subject
matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any
claims that the Company may have against the several Initial Purchasers with respect to any breach
or alleged breach of fiduciary duty. Nothing in this Section 11, however, shall limit the Initial
Purchasers’ liability pursuant to Section 8 hereof.



     12. 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 Notes; 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 cancellation of this Agreement.



     13. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to the Banc of
America Securities LLC Legal Department (fax no.: (212) 901-7897) and confirmed to the Legal



-22-









 





Department, Banc of America Securities LLC at One Bryant Park, New York, New York 10036,
Attention: Legal Department; 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.




     14. 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.



     15. 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.



     16. 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.



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



     18. 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.



     “Clearstream, Luxembourg” means Clearstream Banking, S.A.



     “Commission” shall mean the Securities and Exchange Commission.



     “Euroclear System” means the Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance
System.



     “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.



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



-23-









 





     “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.



-24-









 





     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
	 	/s/ Roger J. Fleischmann, Jr.
 

	 	 
	 

	 	 	 	Name: Roger J. Fleischmann, Jr.	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 






 









 





The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




MERRILL LYNCH INTERNATIONAL




By: Merrill Lynch International




	 	 	 	 	 

	by

	 	/s/ Stephen B. Paras
 

Name: Stephen B. Paras
	 	 
	 

	 	Title: Managing Director	 	 






For itself and the other several Initial Purchasers

named in Schedule I to

the foregoing Agreement.




 









 








The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




BANC OF AMERICA SECURITIES LLC




By: Banc of America Securities LLC




	 	 	 	 	 

	by

	 	/s/ Thomas M. Brown
 

Name:
	 	 
	 

	 	Title:	 	 






For itself and the other several Initial Purchasers

named in Schedule II to

the foregoing Agreement.





 











 





SCHEDULE I




	 	 	 	 	 
	 	 	Principal Amount	 
	 	 	of Euro Notes	 
	Euro Notes Purchasers	 	to be Purchased	 
	Merrill Lynch International
	 	€	108,000,000.00	 
	J.P. Morgan Securities Ltd.
	 	 	75,000,000.00	 
	Credit Suisse Securities (Europe) Limited
	 	 	30,000,000.00	 
	Goldman Sachs International
	 	 	30,000,000.00	 
	Wells Fargo Securities International Limited
	 	 	30,000,000.00	 
	HSBC Bank plc
	 	 	9,000,000.00	 
	Scotia Capital Inc.
	 	 	9,000,000.00	 
	UBS Limited
	 	 	9,000,000.00	 
	 
	 	 	 
	Total
	 	€	300,000,000.00	 






 









 





SCHEDULE II




	 	 	 	 	 
	 	 	Principal Amount	 
	 	 	of Dollar Notes	 
	Dollar Notes Purchasers	 	to be Purchased	 
	Banc of America Securities LLC
	 	$	189,000,000.00	 
	J.P. Morgan Securities Inc.
	 	 	131,250,000.00	 
	Credit Suisse Securities (USA) LLC
	 	 	52,500,000.00	 
	Goldman, Sachs & Co.
	 	 	52,500,000.00	 
	Wells Fargo Securities, LLC
	 	 	52,500,000.00	 
	HSBC Securities (USA) Inc.
	 	 	15,750,000.00	 
	Scotia Capital (USA) Inc.
	 	 	15,750,000.00	 
	UBS Securities LLC
	 	 	15,750,000.00	 
	 
	 	 	 
	Total
	 	$	525,000,000.00	 






 









 





SCHEDULE III




PRICING SUPPLEMENT




			
	 	 	 
	PRICING SUPPLEMENT
	 	STRICTLY CONFIDENTIAL






Levi Strauss & Co.

€300,000,000 7.750% Senior Notes due 2018

$525,000,000 7.625% Senior Notes due 2020




April 28, 2010




          This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the
preliminary offering memorandum dated April 22, 2010 (the “Preliminary Offering Memorandum”). The
information in this Pricing Supplement supplements the Preliminary Offering Memorandum and
supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with
the information in the Preliminary Offering Memorandum.




          The Notes have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are being offered only to qualified institutional buyers pursuant to Rule
144A under the Securities Act and outside the United States to non-U.S. persons in accordance with
Regulation S under the Securities Act.




Terms Applicable to the €300,000,000 7.750% Senior Notes due 2018




	 	 	 

	Issuer:

	 	Levi Strauss & Co.
	 
	 	 
	Title of Securities:

	 	7.750% Senior Notes due 2018 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).
	 
	 	 
	Principal Amount:

	 	€300,000,000. Note that this is an increase of €25,000,000 from the contemplated €275,000,000 contained in the Preliminary Offering Memorandum.
	 
	 	 
	Maturity Date:

	 	May 15, 2018. 
	 
	 	 
	Issue Price:

	 	100.000% plus accrued interest, if any, from May 6, 2010.
	 
	 	 
	Coupon:

	 	7.750% 
	 
	 	 
	Yield to Maturity:

	 	7.750% 
	 
	 	 
	Spread:

	 	+496 bps vs DBR 4.250% due 07/04/2018
	 
	 	 
	Initial Purchasers:

	 	Merrill Lynch International
	 

	 	J.P. Morgan Securities Ltd.
	 

	 	Credit Suisse Securities (Europe) Limited
	 

	 	Goldman Sachs International
	 

	 	Wells Fargo Securities International Limited
	 

	 	HSBC Bank plc
	 

	 	Scotia Capital Inc.
	 

	 	UBS Limited
	 
	 	 
	Make-Whole Redemption:

	 	Bund plus 50 basis points prior to May 15, 2014.






 









 






	 	 	 

	Optional Redemption:

	 	On or after May 15, 2014, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Euro Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:






	 	 	 	 	 
	Year	 	Price
	2014
	 	 	103.875	%
	2015
	 	 	101.938	%
	2016 and thereafter
	 	 	100.000	%






	 	 	 

	Equity Clawback:

	 	Up to 35% at 107.750% prior to May 15, 2013.
	 
	 	 
	Common Code and ISIN Numbers:

	 	050639835 (144A Common Code) XS0506398352 (144A ISIN)
	 

	 	050627942 (Reg S Common Code) XS0506279420 (Reg S ISIN)
	 
	 	 
	Minimum Denominations:

	 	€50,000 and €1,000 increments in excess thereof.
	 
	 	 
	Terms Applicable to the $525,000,000 7.625% Senior Notes due 2020

	 
	 	 
	Issuer:

	 	Levi Strauss & Co.
	 
	 	 
	Title of Securities:

	 	7.625% Senior Notes due 2020 (the “Dollar Notes”).
	 
	 	 
	Principal Amount:

	 	$525,000,000. Note that this is an increase of $65,000,000 from the contemplated $460,000,000 contained in the Preliminary Offering Memorandum.
	 
	 	 
	Maturity Date:

	 	May 15, 2020.
	 
	 	 
	Issue Price:

	 	100.000% plus accrued interest, if any, from May 6, 2010.
	 
	 	 
	Coupon:

	 	7.625% 
	 
	 	 
	Yield to Maturity:

	 	7.625% 
	 
	 	 
	Spread:

	 	+389 bps vs UST 3.625% due 2/15/20
	 
	 	 
	Initial Purchasers:

	 	Banc of America Securities LLC
	 

	 	J.P. Morgan Securities Inc.
	 

	 	Credit Suisse Securities (USA) LLC
	 

	 	Goldman, Sachs & Co.
	 

	 	Wells Fargo Securities, LLC
	 

	 	HSBC Securities (USA) Inc.
	 

	 	Scotia Capital (USA) Inc.
	 

	 	UBS Securities LLC
	 
	 	 
	Make-Whole Redemption:

	 	Treasury plus 50 basis points prior to May 15, 2015.






-2-









 






	 	 	 

	Optional Redemption:

	 	On or after May 15, 2015, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Dollar Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:






	 	 	 	 	 
	Year	 	Price
	2015
	 	 	103.813	%
	2016
	 	 	102.542	%
	2017
	 	 	101.271	%
	2018 and thereafter
	 	 	100.000	%






	 	 	 

	Equity Clawback:

	 	Up to 35% at 107.625% prior to May 15, 2013.
	 
	 	 
	CUSIP and ISIN Numbers:

	 	52736R BA9 (144ACUSIP)
	 

	 	U52799 AU4 (Reg S CUSIP)
	 
	 	 
	Minimum Denominations:

	 	$100,000 and $1,000 increments in excess thereof.
	 
	 	 
	Terms Applicable to All Notes

	 
	 	 
	Interest Payment Dates:

	 	May 15 and November 15 of each year, commencing November 15, 2010.
	 
	 	 
	Record Dates:

	 	May 1 and November 1 of each year.
	 
	 	 
	Trade Date:

	 	April 28, 2010.
	 
	 	 
	Settlement Date:

	 	May 6, 2010 (T+6) (T+5 Europe).
	 
	 

	 	The settlement date of May 6, 2010 is the 6th business day (5th business day in Europe) following the trade date (such settlement being referred to as “T+6” (T+5 in Europe)). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the date that is three business days preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+6 (T+5 in Europe), to specify an alternate settlement arrangement at the time of any such
trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes during such period should consult their advisors.
	 
	 	 
	Distribution:

	 	144A and Regulation S with registration rights.
	 
	 	 
	Use of Proceeds:

	 	As set forth in the Preliminary Offering Memorandum, proceeds not used to purchase notes in the Tender Offer, including proceeds attributable to the increased offering size, will be reflected as cash on the Company’s balance sheet and will be used for general corporate purposes, which may include the repayment of indebtedness.
	 
	 	 
	Change of Control:

	 	101% 






-3-









 





          Other information (including financial information) presented in the Preliminary Offering
Memorandum is deemed to have changed to the extent affected by the changes described herein.




          This material is confidential and is for your information only and is not intended to be used
by anyone other than you. This information does not purport to be a complete description of these
securities or the offering. Please refer to the Preliminary Offering Memorandum for a complete
description.




          This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.




          Any disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such disclaimers were automatically generated as a result
of this communication being sent via Bloomberg email or another communication system.




-4-









 





ANNEX A




Significant Subsidiaries




Levi Strauss International, Inc.

Levi Strauss International

501 Holdings C.V.

505 Finance, C.V.

550 Holdings C.V.

Levi Strauss Asia Pacific Division Pte Ltd.

Levi Strauss Nederland B.V.

Levi Strauss Continental S.A.

Levi Strauss & Co. Europe SCA

LVC, B.V.

Levi Strauss Nederland Holding B.V.

Levi Strauss International Group Finance Coordination Services SCA




 









 





ANNEX I




Selling Restrictions for Offers and

Sales Outside the United States




     Each Initial Purchaser understands that:



     Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the
Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than
a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its
distribution at any time and (ii) otherwise until 40 days after the later of the commencement of
the offering of the Notes pursuant hereto and the Closing Date, other than in accordance with
Regulation S or another exemption from the registration requirements of the Act. Such Initial
Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement
with respect to the Notes (including any “tombstone” advertisement) to be published in any
newspaper or periodical or posted in any public place and will not issue any circular relating to
the Notes, except such advertisements as are permitted by and include the statements required by
Regulation S.



     Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes by it to
any distributor, dealer or person receiving a selling concession, fee or other remuneration during
the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such
distributor, dealer or person receiving a selling concession, fee or other remuneration 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, as amended (the “Securities Act”), and may not be
offered and sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of your distribution at any time or
(ii) otherwise until 40 days after the later of the date the Securities were
first offered to persons other than distributors in reliance upon
Regulation S and the Closing Date, except in either case in accordance with
Regulation S under the Securities Act (or in accordance with Rule 144A under
the Securities Act or to accredited investors in transactions that are
exempt from the registration requirements of the Securities Act), and in
connection with any subsequent sale by you of the Securities covered hereby
in reliance on Regulation S under the Securities Act during the period
referred to above to any distributor, dealer or person receiving a selling
concession, fee or other remuneration, you must deliver a notice to
substantially the foregoing effect. Terms used above have the meanings
assigned to them in Regulation S under the Securities Act.”



     In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any Notes which
are the subject of the offering contemplated by this offering memorandum may not be made in that
Relevant Member State, except that an offer to the public in that Relevant



Annex I-1




 









 




Member State of any Notes may be made at any time under the following exemptions under the
Prospectus Directive, if they have been implemented in that Relevant Member State:





	 	(a)	 	to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is solely to
invest in securities;
	 
	 	(b)	 	to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than
€43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its
last annual or consolidated accounts;
	 
	 	(c)	 	by the initial purchasers to fewer than 100 natural or legal persons (other
than “qualified investors” as defined in the Prospectus Directive) subject to obtaining
the prior consent of the representatives for any such offer; or
	 
	 	(d)	 	in any other circumstances falling within Article 3(2) of the Prospectus
Directive;




provided that no such offer of Notes shall result in a requirement for the publication by us or any
representative of a prospectus pursuant to Article 3 of the Prospectus Directive.




     Any person making or intending to make any offer of Notes within the EEA should only do so in
circumstances in which no obligation arises for us or any of the initial purchasers to produce a
prospectus for such offer. Neither we nor the initial purchasers have authorized, nor do they
authorize, the making of any offer of Notes through any financial intermediary, other than offers
made by the initial purchasers which constitute the final offering of Notes contemplated in this
offering memorandum.



     For the purposes of this provision, and each Initial Purchaser’s representation below, the
expression an “offer to the public” in relation to any Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and
any Notes to be offered so as to enable an investor to decide to purchase any Notes, as the same
may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in
that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.



     Each person in a Relevant Member State who receives any communication in respect of, or who
acquires any Notes under, the offer of Notes contemplated by this offering memorandum will be
deemed to have represented, warranted and agreed to and with us and each initial purchaser that:




	 	(a)	 	it is a “qualified investor” within the meaning of the law in that Relevant
Member State implementing Article 2(1)(e) of the Prospectus Directive; and
	 
	 	(b)	 	in the case of any Notes acquired by it as a financial intermediary, as that
term is used in Article 3(2) of the Prospectus Directive, (i) the Notes acquired by it
in the offering have not been acquired on behalf of, nor have they been acquired with a





Annex I-2




 









 






	 	 	 	view to their offer or resale to, persons in any Relevant Member State other than
“qualified investors” (as defined in the Prospectus Directive), or in circumstances in
which the prior consent of the representatives has been given to the offer or resale;
or (ii) where Notes have been acquired by it on behalf of persons in any Relevant
Member State other than qualified investors, the offer of those Notes to it is not
treated under the Prospectus Directive as having been made to such persons.





Annex I-3