exv4w4






Exhibit 4.4




EXECUTION VERSION




LEVI STRAUSS & CO.

€300,000,000 7 3/4% Senior Notes due 2018

$525,000,000 7 5/8% Senior Notes due 2020




REGISTRATION RIGHTS AGREEMENT



May 6, 2010




Merrill Lynch International

as Representative of the Several Euro Notes Purchasers

c/o Banc of America Securities LLC

2 King Edward Street

London EC1A

United Kingdom




Banc of America Securities LLC

as Representative of the Several Dollar Notes Purchasers

c/o Banc of America Securities LLC

One Bryant Park

New York, New York 10036




Ladies and Gentlemen:




     Levi Strauss & Co., a corporation organized under the laws of Delaware (the “Company”),
proposes to issue and sell to (i) certain purchasers as set forth in Schedule I to the Purchase
Agreement (as defined below) (the “Euro Note Purchasers”) €300,000,000 principal amount of its 7
3/4% Senior Notes due 2018 (the “Euro Notes”) and (ii) certain purchasers as set forth in Schedule
II to the Purchase Agreement (the “Dollar Notes Purchasers” and, together with the Euro Notes
Purchasers, the “Initial Purchasers”) $525,000,000 principal amount of its 7 5/8% Senior Notes due
2020 (the “Dollar Notes” and, together with the Euro Notes, the “Securities”), in each case
pursuant to, and upon the terms set forth in, the purchase agreement dated April 28, 2010 (the
“Purchase Agreement”) relating to the initial placement of the Securities (the “Initial
Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy
a condition of your obligations thereunder, the Company agrees with you for your benefit and the
benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each
a “Holder” and, together, the “Holders”), as follows:



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



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



 









 





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



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



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



     “Commission” shall mean the Securities and Exchange Commission.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



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



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



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



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



     “Holder” shall have the meaning set forth in the preamble hereto.



     “Indenture” shall mean the indenture relating to the Securities, dated as of May 6, 2010,
between the Company and Wells Fargo Bank, National Association, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.



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



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



     “Issue Date” shall have the meaning set forth in Section 2(a) hereof.



     “Issuer Free Writing Prospectus” shall mean any issuer free writing prospectus, as such term
is defined in Rule 433 under the Act, relating to any portion of the Securities or the New
Securities.



     “Losses” shall have the meaning set forth in Section 7(d) hereof.



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



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



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



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



     “New Securities” shall mean the New Euro Notes and/or the New Dollar Notes, as applicable.



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



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



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



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



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     “Securities” shall have the meaning set forth in the preamble hereto.



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



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



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



     “Trustee” shall mean the trustee with respect to the Securities or the New Securities, as
applicable, under the Indenture.



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



     2. Registered Exchange Offer. (a) The Company shall prepare and, not later than 90
days following the date of the original issuance of the Securities (the “Issue Date”) (or if such
90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Act within 180 days of the Issue Date (or if such 180th day is not a
Business Day, the next succeeding Business Day).



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



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




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




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



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




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




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




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




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



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




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




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




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



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




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




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




     (iii) such Holder is not an Affiliate of the Company, or if it is an Affiliate, it will
comply with the registration and prospectus delivery requirements of the Act to the extent
applicable.



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



     3. Shelf Registration. (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission’s staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by
Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not
declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day,
the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210
days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business
Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered
Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities
in the Registered Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of
consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to
participate in the Registered Exchange Offer or does not receive freely tradeable New



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




     (b) (i) The Company shall as promptly as practicable (but in no event more than 60 days after
so required or requested pursuant to this Section 3), file with the Commission and thereafter shall
use its reasonable best efforts to cause to become effective under the Act a Shelf Registration
Statement, or shall, if permitted by Rule 430B under the Act, otherwise designate an existing
effective filing with the Commission for use by the Holders as a Shelf Registration Statement,
relating to the offer and sale of the Securities or the New Securities, as applicable, by the
Holders thereof from time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however, that
no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in exchange
for Securities constituting any portion of an unsold allotment, the Company may, if permitted by
current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange
Offer Registration Statement containing the information required by Item 507 or 508 of Regulation
S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as,
and governed by the provisions herein applicable to, a Shelf Registration Statement.



     (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the Act, in order to
permit the Prospectus forming part thereof to be usable by Holders for a period of two years from
the Closing Date or such shorter period that will terminate when all the Securities or New
Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to
the Shelf Registration Statement (in any such case, such period being called the “Shelf
Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to
keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes
any action that would result in Holders of Securities covered thereby not being able to offer and
sell such Securities during that period, unless (A) such action is required by applicable law; or
(B) such action is taken by the Company in good faith and for valid business reasons (not includ-



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ing avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of
assets, so long as the Company promptly thereafter complies with the requirements of Section
5(k) hereof, if applicable. The Company is expressly permitted to suspend the effectiveness of the
Shelf Registration Statement in good faith in connection with the acquisition or divestiture of
assets, so long as the Company promptly thereafter complies with the requirements of Section 5(k)
hereof, if applicable.




     4. Additional Interest. If (i) on or prior to the 90th day following the Issue Date,
neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been
filed with the Commission, (ii) on or prior to the 180th day following the Issue Date, neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared
effective by the Commission, (iii) on or prior to the 210th day following the Issue Date, neither
the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been
declared effective or (iv) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is filed and declared effective the Registration Statement thereafter ceases
to be effective or fails to be usable for its intended purpose without being succeeded immediately
by a post-effective amendment to such Registration Statement that cures such failure and that is
itself immediately declared effective (each such event referred to in clauses (i) through (iv), a
“Registration Default”), the Company hereby agrees that the interest rate borne by the Securities
shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence
of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of
all Registration Defaults relating to any particular Securities, the interest rate borne by the
relevant Securities will be reduced to the original interest rate borne by such Securities;
provided, however, that, if after any such reduction in interest rate, a different
Registration Default occurs, the interest rate borne by the relevant Securities shall again be
increased pursuant to the foregoing provisions.



     All obligations of the Company set forth in the preceding paragraph that are outstanding with
respect to the Securities shall accrue to the New Securities until such time as all such
obligations with respect to such security shall have been satisfied in full.



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



     (a) The Company shall:




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



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




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




     (iv) in the case of a Shelf Registration Statement, include the names of the Holders
that propose to sell Securities pursuant to the Shelf Registration Statement as selling
security holders in such a manner as to permit such Holders to deliver the Prospectus
contained therein to purchasers of Securities or New Securities, as applicable, in
accordance with applicable law; and




     (v) unless the Shelf Registration Statement is an automatic shelf registration
statement, the Company shall include the information required by Rule 430B(b)(2)(iii) under
the Act.



     (b) The Company shall ensure that:




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




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




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



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





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




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




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




     (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the securities included therein for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and




     (v) of the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or




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



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



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



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



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ing and sale of
the Securities or New Securities, as applicable, covered by the Prospectus, or any amendment or
supplement thereto, included in the Shelf Registration Statement.




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



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



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



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



     (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above,
the Company shall promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration
Statement provided for in Section 3(b) shall each be extended by the number of days from and
including the date of the giving of a notice of suspension pursuant to Section 5(c) to and
including the date when the Initial Purchasers, the Holders of the Securities or New Securities, as
applicable, and any known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section.




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



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



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



     (o) The Company may require each Holder of Securities or New Securities, as applicable, to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Securities or New Securities, as applicable, as
the Company may from time to time reasonably require for inclusion in such Registration Statement
and (ii) provide the indemnity contemplated by Section 7(b). The Company may exclude from such
Shelf Registration Statement the Securities or New Securities, as applicable, of any Holder that
fails to furnish such information or fails to provide the indemnity within a reasonable time after
receiving such request.



     (p) In the case of any Shelf Registration Statement, the Company shall enter into such
agreements (including, if requested, an underwriting agreement in customary form) and take all
other reasonable, appropriate actions in order to expedite or facilitate the registration or the
disposition of the Securities or New Securities, as applicable, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 7 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if any) with respect
to all parties to be indemnified pursuant to Section 7.



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




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



-12-









 






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




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




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




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




     (vi) deliver such documents and certificates as may be reasonably requested by the
Majority Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 5(k) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.


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




     (r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by
Holders to the Company (or to such other person as directed by the Company) in ex



-13-









 




change for the New Securities, the Company shall mark, or cause to be marked, on the
Securities so exchanged that such Securities are being canceled in exchange for the New Securities.
In no event shall the Securities be marked as paid or otherwise satisfied.




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



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




     (i) if such Rules or By-Laws shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of the
Registration Statement, to exercise usual standards of due diligence with respect thereto
and, if any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to recommend the yield
of such Securities or New Securities, as applicable;




     (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 7 hereof; and




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



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



     (v) The Company shall use its best efforts to have the New Euro Notes admitted to listing on
the Luxembourg Stock Exchange. The Company shall use its best efforts to maintain such listing
until none of the New Euro Notes is outstanding or until such time as payment in respect of
principal and interest and additional amounts, if any, in respect of the New Euro Notes has been
duly provided for, whichever is earlier.



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



-14-









 




Holders in connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of
counsel acting in connection therewith.




     7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors, officers,
employees and agents of each such Holder and each person who controls any such Holder within the
meaning of either the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a material fact contained in
(i) the Registration Statement as originally filed or in any amendment thereof, (ii) any
preliminary Prospectus or the Prospectus, or any amendment thereof or supplement thereto, or (iii)
any Issuer Free Writing Prospectus approved for use by the Company, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and agrees to reimburse each
such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.



     The Company also agrees to indemnify or contribute as provided in Section 7(d) to Losses of
each underwriter of Securities or New Securities, as the case may be, registered under a Shelf
Registration Statement, their directors, officers, employees or agents and each person who controls
such underwriter on substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 7(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(p)
hereof.



     (b) Each Holder of securities covered by a Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in Section 5(h) hereof, each
Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration Statement and each person
who controls the Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any such Holder may otherwise have.



-15-









 





     (c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify the indemnifying party in writing of
the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that
such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding. The indemnifying party shall not, in connection with any one action or
separate but substantially similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for fees and expenses of more than one
separate law firm of attorneys (in addition to any local counsel) for all indemnified parties and
all such fees and expenses shall be reimbursed as incurred. Such firm shall be designated by Banc
of America Securities LLC in the case of the parties indemnified pursuant to Section 7(a) and by
the Company in the case of parties indemnified pursuant to Section 7(b). Each indemnified party
shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any
such action or claim.



     (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively “Losses”) to which such



-16-









 




indemnified party may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such indemnified party, on the
other hand, from the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Initial Purchaser or any
subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount
in excess of the purchase discount or commission applicable to such Security, or in the case of a
New Security, applicable to the Security that was exchangeable into such New Security, as set forth
in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by such underwriter
under the Registration Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth in the Purchase Agreement. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth
in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal
to the value of receiving Securities or New Securities, as applicable, registered under the Act or
selling Securities or New Securities, as applicable, under a Shelf Registration Statement.
Benefits received by any underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or omission relates to
information provided by the indemnifying party, on the one hand, or by the indemnified party, on
the other hand, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties agree that it
would not be just and equitable if contribution were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or any other method of allocation which does
not take account of the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder
within the meaning of either the Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this paragraph (d).




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



-17-









 





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



     (b) No person may participate in any underwritten offering pursuant to any Shelf Registration
Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the
case may be, on the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements; and (iii) agrees to be bound
by Section 7(b) hereof.



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



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



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




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




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



-18-









 






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



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



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



     12. Successors. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including, without the need for an express
assignment or any consent by the Company thereto, subsequent Holders of Securities and the New
Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder who receives and accepts any benefits of
this Agreement and who is thereafter bound by the obligations of this Agreement may specifically
enforce the provisions of this Agreement as if an original party hereto. Notwithstanding the
foregoing, nothing herein shall be deemed to permit any assignment, transfer or other disposition
of Securities or New Securities in violation of the terms of the Purchase Agreement or the
Indenture. Each Holder who receives and accepts any benefits of this Agreement will be deemed to
agree to be bound by and comply with the terms and provisions of this Agreement.



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



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



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



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



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



[Signature pages follow]








-19-









 








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



	 	 	 	 	 
	 	Very truly yours,



LEVI STRAUSS & CO.,

 	 
	 	By:  	/s/ Roger J. Fleischmann, Jr.
 	 
	 	 	Name:  	Roger J. Fleischmann, Jr. 	 
	 	 	Title:  	Vice President and Treasurer 	 



 









 






	 	 	 	 	 



The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




	 	 	 	 	 
	MERRILL LYNCH INTERNATIONAL

 	 	 
	By:  	/s/ Lisa McGee
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



For itself and the other several Euro Notes

Purchasers named in Schedule I

to the Purchase Agreement.




 









 





The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

 	 	 
	By:  	Thomas M. Brown
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



For itself and the other several Dollar Notes

Purchasers named in Schedule II

to the Purchase Agreement.




 









 





ANNEX A





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



 









 





ANNEX B




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




 











 





ANNEX C




PLAN OF DISTRIBUTION




     Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities
where such Securities were acquired as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the expiration date and ending on the close
of business 180 days after the expiration date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such resale. In
addition, until                     , 201[ ], all dealers effecting transactions in the New Securities may
be required to deliver a prospectus.



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



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



     If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New
Securities in the ordinary course of its business, it is not engaged in, and does not intend to
engage in, a distribution of New Securities and it has no arrangements or understandings with any
person to participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it will deliver a pro



 









 




spectus in connection with any resale of such New Securities; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.




-2-









 





ANNEX D



Rider A





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




Name:

Address:



Rider B



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