Purchase Agreement



 EXHIBIT 10.1 
 Execution Version 
 LEVI STRAUSS & CO. 

$385,000,000 6 7/8% Senior Notes due 2022 

PURCHASE AGREEMENT 
  

					
		  	 	April 24, 2012	  
	 MERRILL LYNCH, PIERCE, FENNER & SMITH

                   
           INCORPORATED
	  			
	     as Representative of the Several Initial Purchasers
	  			
	 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
	  			
	 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 to the several parties named in Schedule I hereto (the
“Initial Purchasers”), $385,000,000 principal amount of its 6 7/8% Senior Notes due 2022 (the “Notes”). You are acting as the representative (the “Representative”) of the Initial Purchasers. 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 24, 2012 (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 24, 2012 (the “Pricing Supplement”), in substantially the form attached hereto as Schedule II 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 Pricing Disclosure Package and the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date): 

(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 

  
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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 (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 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. 

  
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 (i) The Company is in full compliance with the reporting requirements of
Section 13 and Section 15(d) of the Exchange Act. 
 (j) The Company has not paid or agreed to pay to
any person any compensation for soliciting another to purchase any Notes of the Company (except as contemplated by this Agreement). 
 (k) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes. 
 (l) Except as otherwise disclosed in the Offering Memorandum (exclusive of any amendment or supplement thereto), which is incorporated by reference in the Offering Memorandum, 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. 
 (m) 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. 
 (n) 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. 

  
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 (o) The Company’s authorized equity capitalization is as set forth in
the Offering Memorandum, and the Stockholders’ Agreement entered into as of April 15, 1996, among LSAI Holdings Corp. and the stockholders of the Company conforms in all material respects to the description thereof contained in the
Offering Memorandum. 
 (p) 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 27, 2011 (the “2011 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. 
 (q) This Agreement has been duly authorized, executed and delivered by the Company;
the Indenture has been duly authorized by the Company 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); and the Notes have been duly authorized by the Company, 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); the Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and
authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be
entitled to the benefits of the Indenture; and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors’ rights generally from time to time in effect and to general principles of equity). 
 (r) 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


  
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will be obtained under the Act and the Trust Indenture Act in connection with the transactions contemplated by the Registration Rights Agreement and such as may be required under the blue sky or
securities laws of any jurisdiction in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement. 
 (s) Neither the execution and delivery of the Indenture, this Agreement or the Registration Rights Agreement, the issue and sale of the Notes and the application of the proceeds thereof as described in
the Offering Memorandum, the issue of the Exchange Notes 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. 
 (t) 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 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 2011 10-K fairly present, on the basis stated in the Offering Memorandum, the information included therein. The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.


  
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 (u) 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). 

(v) 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. 
 (w) 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. 

(x) PricewaterhouseCoopers LLP, who have audited the consolidated financial statements of the Company and its consolidated
subsidiaries for fiscal years 2011, 2010 and 2009 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 and the rules and regulations of the Public Company Accounting Oversight Board. 
 (y) 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. 
 (z) 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 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). 

  
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 (aa) 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). 

(bb) 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). 
 (cc) 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 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 (iii) the Company’s ABL
Credit Agreement dated as of September 30, 2011, among the Company, Levi Strauss & Co. (Canada), Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Facility” and, together
with Term Loan Facility, the “Existing Bank Credit Facilities”). 
 (dd) 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 

  
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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). 
 (ee) 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. 
 (ff) 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). 
 (gg) 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 

  
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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. 
 (hh) 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”). 

(ii) 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. 
 (jj) 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 Bribery Act of 2010 of the United Kingdom or 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. 
 (kk) The operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting 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”)


  
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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. 
 (ll) 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. 
 (mm) 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. 
 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, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company
the aggregate principal amount of Notes set forth opposite such Initial Purchaser’s name on Schedule I hereto, at a purchase price of 98.35% of the principal amount of the Notes. 

3. Delivery and Payment. Delivery of and payment for the Notes shall be made no later than 10:00 A.M., New York City time, on
May 8, 2012, 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 Notes shall be made through the facilities of The Depository Trust Company, unless the Representative shall otherwise instruct. 

  
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 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 Notes, 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 Notes 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 Notes in the United States
by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States. 

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

(a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during
the period referred to in paragraph (c) below, as many copies of the 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
Merrill Lynch, Pierce, Fenner & Smith Incorporated. 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 Merrill
Lynch, Pierce, Fenner & Smith Incorporated), (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure
Package to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 5(b) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing
Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be


  
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misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Notes by the Initial Purchasers with the
subsequent purchasers, 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 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. 
 (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 

  
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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 permit the Notes to be eligible for clearance and settlement through The Depository Trust Company
(“DTC”). 
 (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 Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

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


  
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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 the Notes for clearance and settlement through DTC; (viii) the expenses incurred 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: 

(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. 

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

  
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 (g) The Notes shall be eligible for clearance and settlement through DTC.

 (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 under Section 3(a)(62) of the Exchange 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. 
 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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


  
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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 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 in-

  
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demnifying 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated in the case of the parties indemnified pursuant to
Section 8(a) and by the Company in the case of parties indemnified pursuant to Section 8(b). Each indemnified party shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim.

 (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party for any reason, the Company and the Initial Purchasers severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively “Losses”) to which the Company and one or more of the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the Initial Purchasers on the other from the offering of the 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


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

 (b) 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 or quotation in any of the
Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, 

  
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or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of
such quotation system or stock exchange by the Commission or the Financial Industry Regulatory Authority; (ii) a banking moratorium shall have been declared either by Federal or New York State authorities; or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the
Representative, impracticable or inadvisable to proceed with the offering, sale 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. 

  
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 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated Legal Department (fax no.: (212) 901-7897) and confirmed to the Legal Department, Merrill
Lynch, Pierce, Fenner & Smith Incorporated 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 and any claim, controversy or dispute arising under or related to 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. 
 “Commission” shall mean the
Securities and Exchange Commission. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder. 
 “Execution Time” shall mean time when sales of
the Notes were first made. 

  
 -22-









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

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

  
 -23-









 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/ Johan Nystedt

		 	Name: Johan Nystedt
		 	Title: Vice President and Global Treasurer



  
 -24-









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

MERRILL LYNCH, PIERCE, FENNER & SMITH 

                         
     INCORPORATED 
 By: Merrill Lynch, Pierce, Fenner & Smith 

                         
    Incorporated 
  

			
	by	 	     /s/ Chris York

		 	Name: Chris York
		 	Title: Director

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

  
 -25-









 SCHEDULE I 
  

					
	 Notes Purchasers
	  	Principal 
Amount of Notes
to be
Purchased	 
	 Merrill Lynch Pierce Fenner & Smith

                   
  Incorporated
	  	$	121,333,334.00	  
	 J.P. Morgan Securities LLC
	  	$	114,333,334.00	  
	 Deutsche Bank Securities Inc.
	  	$	37,333,333.00	  
	 Goldman, Sachs & Co.
	  	$	37,333,333.00	  
	 HSBC Securities (USA) Inc.
	  	$	37,333,333.00	  
	 Wells Fargo Securities, LLC
	  	$	37,333,333.00	  
		  	  
	  
	 
	 Total
	  	$	385,000,000.00	  








 SCHEDULE II 
 PRICING SUPPLEMENT 
 See attached. 








			
	PRICING SUPPLEMENT	 	STRICTLY CONFIDENTIAL

 Levi Strauss & Co. 
 $385,000,000 6 7/8% Senior Notes due 2022 
 April 24, 2012 

 
  
 This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary offering memorandum dated April 24, 2012 (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 6 7/8% Senior Notes due 2022 

 

	 Issuer:  
	Levi Strauss & Co. 

  

	 Title of Securities:  
	6 7/8% Senior Notes due 2022 (the “Notes”). 

  

	 Principal Amount:  
	$385,000,000. Note that this is an increase of $35,000,000 from the contemplated $350,000,000 contained in the Preliminary Offering Memorandum. 


 

	 Maturity Date:  
	May 1, 2022. 

  

	 Issue Price:  
	100.000% plus accrued interest, if any, from May 8, 2012. 

  

	 Coupon:  
	6.875% 

  

	 Yield to Maturity:  
	6.875% 

  

	 Spread:  
	+492 bps vs UST 2.000% due February 15, 2022 

  

	 Initial Purchasers:  
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 

 J.P. Morgan Securities LLC 
 Deutsche Bank Securities Inc. 

Goldman, Sachs & Co. 
 HSBC Securities (USA) Inc. 
 Wells Fargo Securities, LLC 

 

	 Make-Whole Redemption:  
	Treasury plus 50 basis points prior to May 1, 2017. 

  

	 Optional Redemption:  
	On or after May 1, 2017, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed to
the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 








 
							
	 Year
	  	Price	 	 	 
	 2017
	  	 	103.438	% 	 	
	 2018
	  	 	102.292	% 	 	
	 2019
	  	 	101.146	% 	 	
	 2020 and thereafter
	  	 	100.000	% 	 	


  

	 Equity Clawback:  
	Up to 35% at 106.875% prior to May 1, 2015. 

  

	 CUSIP Numbers:  
	52736R BC5 (144A CUSIP) 

 U52799 AX8 (Reg S CUSIP)

  

	 Minimum Denominations:  
	$2,000 and $1,000 increments in excess thereof. 

  

	 Interest Payment Dates:  
	May 1 and November 1 of each year, commencing November 1, 2012. 

  

	 Record Dates:  
	April 15 and October 15 of each year. 

  

	 Trade Date:  
	April 24, 2012. 

  

	 Settlement Date:  
	May 8, 2012 (T+10). 

 The settlement date of
May 8, 2012 is the 10th business day following the trade date (such settlement being referred to as “T+10”. 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+10, 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 used to
refinance the Company’s outstanding 8.875% Senior Notes due 2016, to pay related fees and expenses, and for general corporate purposes, which may include repaying other outstanding indebtedness. 


 

	 Change of Control:  
	101% 

 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. 

  
 -2-









 ANNEX A 
 Significant Subsidiaries 
 Levi Strauss International, Inc. 

Levi Strauss International 
 505 Finance, 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 







 EXHIBIT A 
 Opinion of counsel for the Company to be delivered pursuant to Section 6 of the Purchase Agreement. 
 (i) The Company has corporate power and authority to enter into and perform its obligations under the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Notes and the Exchange
Notes. 
 (ii) The Purchase Agreement has been duly authorized, executed and delivered by the Company. 

(iii) The Registration Rights Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the
Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles and except as rights to indemnification may be limited by applicable law. 
 (iv) The Indenture has
been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general principles of equity.

 (v) The Notes are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale
pursuant to this Agreement and the Indenture and, when executed by the Company and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and
delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture. 

(vi) The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in
accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the
benefits of the Indenture. 

  
 Exhibit A-1









 (vii) The Notes, the Indenture and the Registration Rights Agreement conform in all material
respects to the descriptions thereof contained in the Pricing Disclosure Package and the Final Offering Memorandum. 
 (viii)
The documents incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum (other than the financial statements and financial schedules therein, as to which no opinion need be rendered), when they were filed with the
Commission, complied as to form in all material respects with the requirements of the Exchange Act. 
 (ix) The statements in
the Pricing Disclosure Package and the Final Offering Memorandum under the captions “Certain U.S. Federal Income Tax Considerations”, “Description of Notes” and “Exchange Offer; Registration Rights” insofar as such
statements constitute matters of law, summaries of legal matters, the Company’s charter or by-law provisions, documents or legal proceedings, or legal conclusions fairly present and summarize, in all material respects, the matters referred to
therein. 
 (x) No consent, approval, authorization or other order of, or registration or filing with, any court or other
governmental or regulatory authority or agency, is required for the execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement or the Indenture by the Company, or the issuance and delivery of the Notes or the
Exchange Notes, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Final Offering Memorandum, except such as have been obtained or made by the Company and are in full force and effect
under the Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the obligations of the Company under the Registration Rights Agreement. 

(xi) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes and the
Indenture by the Company and the performance by the Company of its obligations thereunder (other than performance under the indemnification section of the Purchase Agreement, as to which no opinion need be rendered): (i) will not result in any
violation of the provisions of the charter or by-laws of the Company; (ii) will not constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company
or any of its subsidiaries pursuant to the agreements listed in Exhibit A to such opinion (Exhibit A will list the Existing Bank Credit Facilities and Exhibits 4.1 to 4.3 of the Company’s Form 10-K for the fiscal year ended November 27,
2011); or (iii) will not result in any violation of any law, administrative regulation or administrative or court decree specifically applicable to the Company or any subsidiary that were identified to such counsel by an officer of the Company
as being material to the Company and its subsidiaries, taken as a whole, and listed in Exhibit B to such opinion. 
 (xii) The
Company is not, and after receipt of payment for the Notes will not be, an “investment company” within the meaning of Investment Company Act. 
 (xiii) Assuming the accuracy of the representations, warranties and covenants of the Company and the Initial Purchasers contained herein, no registration of the Notes under the Act, and no qualification
of an indenture under the Trust Indenture Act with respect thereto, is required in connection with the purchase of the Notes by the Initial Purchasers or the initial resale 

  
 Exhibit A-2









 of the Notes by the Initial Purchasers to Qualified Institutional Buyers in the manner contemplated by this
Agreement, the Pricing Disclosure Package and the Final Offering Memorandum other than any registration or qualification that may be required in connection with the Exchange Offer contemplated by the Pricing Disclosure Package and the Final Offering
Memorandum or in connection with the Registration Rights Agreement. Such counsel need express no opinion, however, as to when or under what circumstances any Notes initially sold by the Initial Purchasers may be reoffered or resold. 

In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the
General Corporation Law of the State of Delaware, the laws of the State of New York or the federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion (which shall be dated the Closing Date shall
be satisfactory in form and substance to the Initial Purchasers, shall expressly state that the Initial Purchasers may rely on such opinion as if it were addressed to them and shall be furnished to the Initial Purchasers) of other counsel of good
standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; provided, however, that such counsel shall further state that they believe that they and the Initial Purchasers are justified in relying upon
such opinion of other counsel, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. 
 In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent public or certified public
accountants for the Company and with representatives of the Initial Purchasers and their counsel concerning the Pricing Disclosure Package and the Final Offering Memorandum and have considered matters required to be stated therein and the statements
contained therein and that such counsel has not been engaged to or undertaken to independently verify, and assume no responsibility for, the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the
Final Offering Memorandum and have made no independent check or verification thereof (other than specified in paragraph (ix) of such counsel’s opinion letter of even date therewith). Based on and subject to the foregoing, such counsel
advises that nothing has come to their attention to cause them to believe that (A) the Pricing Disclosure Package, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (B) that the Final Offering Memorandum, as of its date or as of the Closing Date, contained or
contains an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
(except in each case it is understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to financial statements, the notes thereto, the financial statement schedules, and other financial
information contained in or omitted from the Pricing Disclosure Package or the Final Offering Memorandum or any amendments or supplements thereto, other financial data derived from accounting records, or managements’ assessment of the
effectiveness of internal control over financial reporting or the auditor’s attestation thereon). 

  
 Exhibit A-3









 EXHIBIT B 
 Opinion of Chief Counsel, Corporate for the Company to be delivered pursuant to Section 6 of the Purchase Agreement 
 (i) Each of the Company and the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation or other valid legal entity in good standing under the laws of the
jurisdiction in which it is chartered or organized, with full corporate or company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Pricing Disclosure Package and the
Final Offering Memorandum, and is duly qualified to do business as a foreign corporation or other valid legal entity and is in good standing under the laws of each jurisdiction which requires such qualification, except in jurisdictions in which the
failure to be so qualified or to be in good standing has not had and would not reasonably be expected to have a Material Adverse Effect; 
 (ii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set
forth in the Pricing Disclosure Package and the Final 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 and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; 

(iii) To the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not adequately disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, except for any
such actions or proceedings that do not have a Material Adverse Effect; 
 (iv) Such counsel has no reason to believe that the
Pricing Disclosure Package, as of the Execution Time, or the Final Offering Memorandum, as of its date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express
no opinion); 
 (v) Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 of
the Purchase Agreement, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated therein or in the Indenture and the Registration Rights
Agreement, except such as will be obtained under the Act and the Trust Indenture Act in connection with the transactions contemplated by the Registration Rights Agreement or under the blue sky or securities laws of any jurisdiction in connection
with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and such other approvals (specified in such opinion) as have been obtained; and 

  
 Exhibit B-1









 (vi) Neither the execution and delivery of the Indenture, the Purchase Agreement or the
Registration Rights Agreement, the issue and sale of the Notes and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Final 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 asset of the Company or any of its subsidiaries
pursuant to, (1) the charter or by-laws of the Company or any of its subsidiaries; (2) 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 (3) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any
of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the United States or any state thereof having jurisdiction over the Company, any of its subsidiaries or any of their
respective properties or to the knowledge of such counsel, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority outside of the United States having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to (x) clause (2) 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
(3) as to which such counsel has no knowledge, for conflicts, violations, breaches or impositions that would not reasonably be expected to have a Material Adverse Effect. 
 In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of Delaware and California or the Federal laws of the
United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom she believes to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to
matters of fact, to the extent he deems proper, on certificates of other responsible officers of the Company and public officials. Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments. References to
the Final Offering Memorandum in this Opinion include any amendment or supplement thereto at the Closing Date. 

  
 Exhibit B-2









 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 Securities pursuant hereto and the
Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement
with respect to the Securities (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 Securities, except such advertisements as
permitted by and include the statements required by Regulation S. 
 Such Initial Purchaser agrees that, at or prior to
confirmation of a sale of Securities 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 on
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.” 

Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a
global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S.
persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. 

  
 Annex I-1









 Such Initial Purchaser agrees it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection
with the issue or sale of any Notes, in circumstances in which Section 21(1) of the FSMA does not apply to the Company and that is has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom. 
 In relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Preliminary Offering Memorandum to
the public in that Relevant Member State other than: 
  

	 	(a)	at any legal entity which is a qualified investor as defined in the Prospectus Directive; 


 

	 	(b)	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of MS for any such offer; or 


 

	 	(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive, 


provided that no such offer of Securities shall require the Company or any Initial Purchaser to publish a prospectus pursuant to Article 3
of the Prospectus Directive. 
 For the purposes of this provision, the expression “an offer of Notes 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 the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including
the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

  
 Annex I-2