exv4w1






Exhibit 4.1




EXECUTION VERSION




 





LEVI STRAUSS & CO.,

as Issuer




73/4% Senior Notes due 2018

75/8% Senior Notes due 2020



 





INDENTURE



Dated as of May 6, 2010



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 
	 	 	 	 	 	 
	Definitions and Incorporation by Reference
	 
	 	 	 	 	 	 
	SECTION 1.01.
	 	Definitions	 	 	1	 
	SECTION 1.02.
	 	Other Definitions	 	 	23	 
	SECTION 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	24	 
	SECTION 1.04.
	 	Rules of Construction	 	 	24	 
	 
	 	 	 	 	 	 
	
ARTICLE II
	 
	 	 	 	 	 	 
	The Notes
	 
	 	 	 	 	 	 
	SECTION 2.01.
	 	Amount of Notes; Issuable in Series	 	 	25	 
	SECTION 2.02.
	 	Form and Dating	 	 	25	 
	SECTION 2.03.
	 	Execution and Authentication	 	 	26	 
	SECTION 2.04.
	 	Registrar and Paying Agent	 	 	26	 
	SECTION 2.05.
	 	Paying Agent To Hold Money in Trust	 	 	27	 
	SECTION 2.06.
	 	Noteholder Lists	 	 	27	 
	SECTION 2.07.
	 	Replacement Notes	 	 	27	 
	SECTION 2.08.
	 	Outstanding Notes	 	 	27	 
	SECTION 2.09.
	 	Temporary Notes	 	 	27	 
	SECTION 2.10.
	 	Cancellation	 	 	27	 
	SECTION 2.11.
	 	Defaulted Interest	 	 	28	 
	SECTION 2.12.
	 	CUSIP, ISIN or Common Code Numbers	 	 	28	 
	 
	 	 	 	 	 	 
	
ARTICLE III
	 
	 	 	 	 	 	 
	Redemption
	 
	 	 	 	 	 	 
	SECTION 3.01.
	 	Notices to Trustee	 	 	28	 
	SECTION 3.02.
	 	Selection of Notes To Be Redeemed	 	 	28	 
	SECTION 3.03.
	 	Notice of Redemption	 	 	28	 
	SECTION 3.04.
	 	Effect of Notice of Redemption	 	 	29	 
	SECTION 3.05.
	 	Deposit of Redemption Price	 	 	29	 
	SECTION 3.06.
	 	Notes Redeemed in Part	 	 	29	 
	 
	 	 	 	 	 	 
	
ARTICLE IV
	 
	 	 	 	 	 	 
	Covenants
	 
	 	 	 	 	 	 
	SECTION 4.01.
	 	Covenant Suspension	 	 	29	 
	SECTION 4.02.
	 	Payment of Notes	 	 	30	 
	SECTION 4.03.
	 	SEC Reports	 	 	30	 
	SECTION 4.04.
	 	Limitation on Debt	 	 	30	 
	SECTION 4.05.
	 	Limitation on Restricted Payments	 	 	33	 
	SECTION 4.06.
	 	Limitation on Liens	 	 	35	 
	SECTION 4.07.
	 	Limitation on Asset Sales	 	 	35	 
	SECTION 4.08.
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	 	38	 
	SECTION 4.09.
	 	Limitation on Transactions with Affiliates	 	 	39	 






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	 	 	 	 	Page	 
	SECTION 4.10.
	 	Designation of Restricted and Unrestricted Subsidiaries	 	 	39	 
	SECTION 4.11.
	 	Limitation on Sale and Leaseback Transactions	 	 	40	 
	SECTION 4.12.
	 	Change of Control	 	 	41	 
	SECTION 4.13.
	 	Further Instruments and Acts	 	 	42	 
	SECTION 4.14.
	 	Future Subsidiary Guarantors	 	 	42	 
	SECTION 4.15.
	 	Payment of Additional Amounts	 	 	42	 
	 
	 	 	 	 	 	 
	
ARTICLE V
	 
	 	 	 	 	 	 
	Successor Company
	 
	 	 	 	 	 	 
	SECTION 5.01.
	 	When Company May Merge or Transfer Assets 	 	 	43	 
	 
	 	 	 	 	 	 
	
ARTICLE VI
	 
	 	 	 	 	 	 
	Defaults and Remedies
	 
	 	 	 	 	 	 
	SECTION 6.01.
	 	Events of Default	 	 	44	 
	SECTION 6.02.
	 	Acceleration	 	 	46	 
	SECTION 6.03.
	 	Other Remedies	 	 	46	 
	SECTION 6.04.
	 	Waiver of Past Defaults	 	 	46	 
	SECTION 6.05.
	 	Control by Majority	 	 	46	 
	SECTION 6.06.
	 	Limitation on Suits	 	 	46	 
	SECTION 6.07.
	 	Rights of Holders to Receive Payment	 	 	47	 
	SECTION 6.08.
	 	Collection Suit by Trustee	 	 	47	 
	SECTION 6.09.
	 	Trustee May File Proofs of Claim	 	 	47	 
	SECTION 6.10.
	 	Priorities	 	 	47	 
	SECTION 6.11.
	 	Undertaking for Costs	 	 	47	 
	SECTION 6.12.
	 	Waiver of Stay or Extension Laws	 	 	47	 
	 
	 	 	 	 	 	 
	
ARTICLE VII
	 
	 	 	 	 	 	 
	Trustee
	 
	 	 	 	 	 	 
	SECTION 7.01.
	 	Duties of Trustee	 	 	48	 
	SECTION 7.02.
	 	Rights of Trustee	 	 	49	 
	SECTION 7.03.
	 	Individual Rights of Trustee	 	 	50	 
	SECTION 7.04.
	 	Trustee’s Disclaimer	 	 	50	 
	SECTION 7.05.
	 	Notice of Defaults	 	 	50	 
	SECTION 7.06.
	 	Reports by Trustee to Holders	 	 	50	 
	SECTION 7.07.
	 	Compensation and Indemnity	 	 	50	 
	SECTION 7.08.
	 	Replacement of Trustee	 	 	51	 
	SECTION 7.09.
	 	Successor Trustee by Merger	 	 	51	 
	SECTION 7.10.
	 	Eligibility; Disqualification	 	 	52	 
	SECTION 7.11.
	 	Preferential Collection of Claims Against Company	 	 	52	 
	 
	 	 	 	 	 	 
	
ARTICLE VIII
	 
	 	 	 	 	 	 
	Discharge of Indenture; Defeasance
	 
	 	 	 	 	 	 
	SECTION 8.01.
	 	Discharge of Liability on Notes; Defeasance	 	 	52	 
	SECTION 8.02.
	 	Conditions to Defeasance	 	 	53	 
	SECTION 8.03.
	 	Application of Trust Money	 	 	53	 
	SECTION 8.04.
	 	Repayment to Company	 	 	54	 
	SECTION 8.05.
	 	Indemnity for Government Obligations	 	 	54	 






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	 	 	 	 	Page	 
	SECTION 8.06.
	 	Reinstatement	 	 	54	 
	 
	 	 	 	 	 	 
	
ARTICLE IX
	 
	 	 	 	 	 	 
	Amendments
	 
	 	 	 	 	 	 
	SECTION 9.01.
	 	Without Consent of Holders	 	 	54	 
	SECTION 9.02.
	 	With Consent of Holders	 	 	54	 
	SECTION 9.03.
	 	Compliance with Trust Indenture Act	 	 	55	 
	SECTION 9.04.
	 	Revocation and Effect of Consents and Waivers	 	 	55	 
	SECTION 9.05.
	 	Notation on or Exchange of Notes	 	 	55	 
	SECTION 9.06.
	 	Trustee To Sign Amendments	 	 	56	 
	SECTION 9.07.
	 	Payment for Consent	 	 	56	 
	 
	 	 	 	 	 	 
	
ARTICLE X
	 
	 	 	 	 	 	 
	Miscellaneous
	 
	 	 	 	 	 	 
	SECTION 10.01.
	 	Trust Indenture Act Controls	 	 	56	 
	SECTION 10.02.
	 	Notices	 	 	56	 
	SECTION 10.03.
	 	Communication by Holders with Other Holders	 	 	57	 
	SECTION 10.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	57	 
	SECTION 10.05.
	 	Statements Required in Certificate or Opinion	 	 	57	 
	SECTION 10.06.
	 	Annual Officer’s Certificate as to Compliance	 	 	57	 
	SECTION 10.07.
	 	When Notes Disregarded	 	 	57	 
	SECTION 10.08.
	 	Rules by Trustee, Paying Agents and Registrar	 	 	58	 
	SECTION 10.09.
	 	Legal Holidays	 	 	58	 
	SECTION 10.10.
	 	Governing Law	 	 	58	 
	SECTION 10.11.
	 	No Recourse Against Others	 	 	58	 
	SECTION 10.12.
	 	Successors	 	 	58	 
	SECTION 10.13.
	 	Multiple Originals	 	 	58	 
	SECTION 10.14.
	 	Table of Contents; Headings	 	 	58	 
	SECTION 10.15.
	 	Force Majeure	 	 	58	 
	SECTION 10.16.
	 	U.S.A. Patriot Act	 	 	58	 
	 
	 	 	 	 	 	 
	Appendix A
	-	          Provisions Relating to Initial Notes and Exchange Notes	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT INDEX
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A-1
	-	          Form of Initial Dollar Note	 	 	 	 
	Exhibit A-2
	-	          Form of Initial Euro Note	 	 	 	 
	Exhibit B
	-	          Form of Transferee Letter of Representation	 	 	 	 








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CROSS-REFERENCE TABLE




	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310(a)(1)
	 	7.10
	      (a)(2)
	 	7.10
	      (a)(3)
	 	N.A.
	      (a)(4)
	 	N.A.
	      (b)
	 	7.08; 7.10
	      (c)
	 	N.A.
	311(a)
	 	7.11
	      (b)
	 	7.11
	      (c)
	 	N.A.
	312(a)
	 	2.06
	      (b)
	 	1.03
	313(a)
	 	7.06
	      (b)(1)
	 	N.A.
	      (b)(2)
	 	7.06
	      (c)
	 	7.06; 10.02
	      (d)
	 	7.06
	314(a)(1)
	 	4.03
	      (a)(2)
	 	1.03
	      (a)(3)
	 	1.03
	      (a)(4)
	 	10.06
	      (b)
	 	N.A.
	      (c)(1)
	 	10.04
	      (c)(2)
	 	10.04
	      (c)(3)
	 	N.A.
	      (d)
	 	N.A.
	      (e)
	 	10.05
	315(a)
	 	7.01
	      (b)
	 	7.05; N.A.
	      (c)
	 	7.01
	      (d)
	 	7.01
	      (e)
	 	6.11
	316(a) (last sentence)
	 	N.A.
	      (a)(1)(A)
	 	6.05
	      (a)(1)(B)
	 	6.04
	      (a)(2)
	 	N.A.
	      (b)
	 	6.07
	317(a)(1)
	 	6.08
	      (a)(2)
	 	6.09
	      (b)
	 	2.05
	318(a)
	 	10.01






N.A. Means Not Applicable.




Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this
Indenture.





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     INDENTURE dated as of May 6, 2010, between LEVI STRAUSS & CO., a Delaware corporation
(the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (the “Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of (i) 73/4% Senior Notes due 2018 (the “Euro Notes”), (ii) 75/8% Senior Notes
due 2020 (the “Dollar Notes” and, together with the Euro Notes, the “Initial Notes”), to be issued
from time to time in one or more series as in this Indenture provided and (iii) if and when issued
pursuant to a registered or private exchange for the Initial Notes, the Company’s Euro Notes or
Dollar Notes (the “Exchange Notes” and, together with the Initial Notes, the “Notes”):



ARTICLE I




Definitions and Incorporation by Reference



     SECTION 1.01. Definitions.



     “Additional Assets” means:




     (a) any Property (other than cash, cash equivalents, securities and inventory) to be
owned by the Company or any Restricted Subsidiary and used in a Related Business; or




     (b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of that Capital Stock by the Company or another Restricted Subsidiary from any
Person other than the Company or an Affiliate of the Company; provided,
however, that, in the case of this clause (b), the Restricted Subsidiary is
primarily engaged in a Related Business.




     “Affiliate” of any specified Person means:




     (a) any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with that specified Person, or




     (b) any other Person who is a director or officer of that specified Person.



For the purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of that Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. For purposes of Section 4.07 and Section
4.09 and the definition of “Additional Assets” only, “Affiliate” shall also mean any Beneficial
Owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully
diluted basis) of the Company or of rights or warrants to purchase that Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any Beneficial Owner
pursuant to the first sentence hereof.




     “Agency Agreement” means (i) the Paying, Registrar and Transfer Agency Agreement relating to
the €300,000,000 73/4% Senior Notes due 2018, dated May 6, 2010, among the Company, Citibank N.A., as
principal paying agent, registrar and transfer agent, and Wells Fargo Bank, National Association,
as trustee, or (ii) any such agency agreement as may be entered into from time to time with a
successor paying agent, registrar or transfer agent.



     “Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of
related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted
Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of




     (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares),



 









 






     (b) all or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary, or




     (c) any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary,



other than, in the case of clause (a), (b) or (c) above,





     (1) any disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary,




     (2) any disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.05,




     (3) any disposition effected in compliance with the first paragraph in Section 5.01,




     (4) a sale of accounts receivables and related assets of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables Entity,




     (5) a transfer of accounts receivables and related assets of the type specified in the
definition of “Qualified Receivables Transaction” (or a fractional undivided interest
therein) by a Receivables Entity in connection with a Qualified Receivables Transaction,




     (6) a transfer of accounts receivable of the type specified in the definition of
“Credit Facilities” that is permitted under clause (b) of the second paragraph of Section
4.04, and




     (7) any disposition that does not (together with all related dispositions) involve
assets having a Fair Market Value or consideration in excess of $25.0 million.




     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of
determination,




     (a) if the Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of
Debt represented thereby according to the definition of “Capital Lease Obligation,” and




     (b) in all other instances, the greater of:




     (1) the Fair Market Value of the Property subject to the Sale and Leaseback
Transaction, and




     (2) the present value (discounted at the interest rate borne by the Notes,
compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in the Sale and Leaseback
Transaction (including any period for which the lease has been extended).



     “Authentication Agent” means an institution, reasonably acceptable to the Company, appointed
by the Trustee to authenticate the Notes, or in the case of the Euro Notes, as set forth in this
Indenture.



     “Average Life” means, as of any date of determination, with respect to any Debt or Preferred
Stock, the quotient obtained by dividing:




     (a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth
of one year) from the date of determination to the dates of each successive scheduled
principal payment of that Debt or redemption or similar payment with respect to that
Preferred Stock multiplied by the amount of the payment by



-2-









 






     (b) the sum of all payments of this kind.



     “Beneficial Owner” means a beneficial owner as defined in Rule 13d-3 under the Exchange Act,
except that:




     (a) a Person will be deemed to be the Beneficial Owner of all shares that the Person
has the right to acquire, whether that right is exercisable immediately or only after the
passage of time,




     (b) for purposes of clause (a) of the definition of “Change of Control,” Permitted
Holders will be deemed to be the Beneficial Owners of any Voting Stock of a corporation or
other legal entity held by any other corporation or other legal entity so long as the
Permitted Holders Beneficially Own, directly or indirectly, in the aggregate a majority of
the total voting power of the Voting Stock of that corporation or other legal entity, and




     (c) for purposes of clause (b) of the definition of “Change of Control,” any “person”
or “group” (as those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or
any successor provisions to either of the foregoing), including any group acting for the
purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders,
shall be deemed to be the Beneficial Owners of any Voting Stock of a corporation or other
legal entity held by any other corporation or legal entity (the “parent corporation”), so
long as that person or group Beneficially Owns, directly or indirectly, in the aggregate a
majority of the total voting power of the Voting Stock of that parent corporation.



     The term “Beneficially Own” shall have a corresponding meaning.



     “Board of Directors” means the Board of Directors of the Company (or, in the case of clause
(b) of the first paragraph of Section 4.09, the applicable Restricted Subsidiary) or any committee
thereof duly authorized to act on behalf of such Board of Directors.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification.



     “Business Day” means each day that is not a Legal Holiday.



     “Capital Lease Obligation” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by that obligation shall be the capitalized amount of the obligations determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under that lease prior to the first date upon which that lease may be
terminated by the lessee without payment of a penalty. For purposes of Section 4.06, a Capital
Lease Obligation shall be deemed secured by a Lien on the Property being leased.



     “Capital Stock” means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock or partnership interests or any other participations,
rights, warrants, options or other interests in the nature of an equity interest in that Person,
including Preferred Stock, but excluding any debt security convertible or exchangeable into that
equity interest.



     “Capital Stock Sale Proceeds” means the aggregate net proceeds (including the Fair Market
Value of property other than cash) received by the Company from the issuance or sale (other than to
a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company
or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other
than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial
purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other
fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as
a result thereof.



-3-









 





     “Change of Control” means the occurrence of any of the following events:




     (a) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act or any successor provisions to either of the foregoing), including any
group acting for the purpose of acquiring, holding, voting or disposing of securities within
the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the
Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of 50% or more of
the total voting power of the Voting Stock of the Company; or




     (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the assets of the Company and the Restricted
Subsidiaries, considered as a whole (other than a disposition of assets as an entirety or
virtually as an entirety to a Wholly Owned Restricted Subsidiary or one or more Permitted
Holders) shall have occurred, or the Company merges, consolidates or amalgamates with or
into any other Person (other than one or more Permitted Holders) or any other Person (other
than one or more Permitted Holders) merges, consolidates or amalgamates with or into the
Company, in any event pursuant to a transaction in which the outstanding Voting Stock of the
Company is reclassified into or exchanged for cash, securities or other Property, other than
a transaction where:




     (1) the outstanding Voting Stock of the Company is reclassified into
or exchanged for other Voting Stock of the Company or for Voting Stock of the
surviving corporation or transferee, and




     (2) the holders of the Voting Stock of the Company immediately prior to the
transaction own, directly or indirectly, not less than a majority of the Voting
Stock of the Company or the surviving corporation or transferee immediately after
the transaction and in substantially the same proportion as before the transaction;
or




     (c) during any period of two consecutive years, individuals who at the beginning of
that period constituted the Board of Directors (together with any new directors whose
election or appointment by such Board or whose nomination for election by the shareholders
of the Company was approved by a vote of not less than three-fourths of the directors then
still in office who were either directors at the beginning of that period or whose election
or nomination for election was previously so approved or by a vote of the Voting Trustees
pursuant to the terms of the Voting Trust Agreement) cease for any reason to constitute a
majority of the Board of Directors then in office; or




     (d) the shareholders of the Company shall have approved any plan of liquidation or
dissolution of the Company.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commodity Price Protection Agreement” means, in respect of a Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement or arrangement
designed to protect that Person against fluctuations in commodity prices.



     “Common Depositary” means the common depositary for Euroclear and Clearstream Banking, or its
nominee.



     “Company” means the party named as such in this Indenture until a successor replaces it
pursuant to the applicable provisions hereof and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor on the indenture
securities.



     “Consolidated Current Liabilities” means, as of any date of determination, the aggregate
amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may
properly be classified as current liabilities (including taxes accrued as estimated), after
eliminating:



-4-









 






     (a) all intercompany items between the Company and any Restricted Subsidiary or between
Restricted Subsidiaries, and




     (b) all current maturities of long-term Debt.




     “Consolidated Fixed Charges” means, for any period, the total interest expense (net of
interest income) of the Company and its consolidated Restricted Subsidiaries, plus, to the extent
not included in such total interest expense, and to the extent Incurred by the Company or its
Restricted Subsidiaries,




     (a) interest expense recorded for such period attributable to leases constituting part
of a Sale and Leaseback Transaction and to Capital Lease Obligations,




     (b) amortization of debt discount,




     (c) capitalized interest,




     (d) non-cash interest expense,




     (e) commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing,




     (f) net costs associated with Interest Rate Agreements (including amortization of fees)
(it being understood that any net benefits associated with Interest Rate Agreements shall be
included in interest income),




     (g) Disqualified Stock Dividends, excluding dividends paid in Qualified Capital Stock,




     (h) Preferred Stock Dividends,




     (i) interest Incurred in connection with Investments in discontinued operations,




     (j) interest accruing on any Debt of any other Person to the extent that Debt is
Guaranteed by the Company or any Restricted Subsidiary, and




     (k) the cash contributions to any employee stock ownership plan or similar trust to the
extent those contributions are used by the plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Debt Incurred by the plan or trust.



     Notwithstanding anything to the contrary contained herein, (i) amortization or write-off of
debt issuance costs, deferred financing or liquidity fees, commissions, fees and expenses, call
premiums, (ii) any expensing of bridge, commitment and other financing fees and (iii) commissions,
discounts, yield and other fees and charges Incurred in connection with any transaction (including,
without limitation, any Qualified Receivables Transaction) pursuant to which the Company or any
Subsidiary of the Company may sell, convey or otherwise transfer or grant a security interest in
any accounts receivable or related assets of the type specified in the definition of “Qualified
Receivables Transaction” shall not be included in Consolidated Fixed Charges.



     “Consolidated Fixed Charges Coverage Ratio” means, as of any date of determination, the ratio
of:




     (a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters
ending at least 45 days prior to such determination date to




     (b) Consolidated Fixed Charges for those four fiscal quarters;



provided, however, that:




-5-









 









(1) if




     (A) since the beginning of that period the Company or any Restricted Subsidiary
has Incurred any Debt that remains outstanding or Repaid any Debt, or




     (B) the transaction giving rise to the need to calculate the Consolidated Fixed
Charges Coverage Ratio involves an Incurrence or Repayment of Debt,




Consolidated Fixed Charges for that period shall be calculated after giving effect on a pro
forma basis to that Incurrence or Repayment as if the Debt was Incurred or Repaid on the
first day of that period, provided that, in the event of any Repayment of Debt,
EBITDA for that period shall be calculated as if the Company or such Restricted Subsidiary
had not earned any interest income actually earned during such period in respect of the
funds used to Repay such Debt, and




(2) if




     (A) since the beginning of that period the Company or any Restricted Subsidiary
shall have made any Asset Sale or an Investment (by merger or otherwise) in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an
acquisition of Property which constitutes all or substantially all of an operating
unit of a business,




     (B) the transaction giving rise to the need to calculate the Consolidated Fixed
Charges Coverage Ratio involves an Asset Sale, Investment or acquisition, or




     (C) since the beginning of that period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of that period) shall have made such an Asset Sale,
Investment or acquisition,




EBITDA for that period shall be calculated after giving pro forma effect to the Asset Sale,
Investment or acquisition as if the Asset Sale, Investment or acquisition occurred on the
first day of that period.



     If any Debt bears a floating rate of interest and is being given pro forma effect, the
interest expense on that Debt shall be calculated as if the base interest rate in effect for the
floating rate of interest on the date of determination had been the applicable base interest rate
for the entire period (taking into account any Interest Rate Agreement applicable to that Debt if
the applicable Interest Rate Agreement has a remaining term in excess of 12 months). In the event
the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be
deemed, for purposes of clause (1) above, to have Repaid during that period the Debt of that
Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no
longer liable for that Debt after the sale.



     “Consolidated Net Income” means, for any period, the net income (loss) of the Company and its
consolidated Subsidiaries (excluding any net income (loss) attributable to noncontrolling
interests), determined in accordance with GAAP; provided, however, that there shall
not be included in such Consolidated Net Income:




     (a) any net income (loss) of any Person (other than the Company) if that Person
is not a Restricted Subsidiary, except that the Company’s equity in the net income
of any such Person for that period shall be included in such Consolidated Net Income
up to the aggregate amount of cash distributed by that Person during that period to
the Company or a Restricted Subsidiary as a dividend or other distribution,




     (b) any gain (or loss) realized upon the sale or other disposition of any Property of
the Company or any of its consolidated Subsidiaries (including pursuant to any Sale and
Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of
business,




     (c) any gain or loss attributable to the early extinguishment of Debt,



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     (d) any extraordinary gain or loss or cumulative effect of a change in accounting
principles to the extent disclosed separately on the consolidated statement of income,




     (e) any unrealized gains or losses of the Company or its consolidated Subsidiaries on
any Hedging Obligations, and




     (f) any non-cash compensation expense realized for grants of performance shares, stock
options or other rights to officers, directors and employees of the Company or any
Restricted Subsidiary, provided, however, that if any such shares, options
or other rights are subsequently redeemed for Property other than Capital Stock of the
Company that is not Disqualified Stock then the Fair Market Value of such Property shall be
treated as a reduction in Consolidated Net Income during the period of such redemption.



Notwithstanding the foregoing, for purposes of Section 4.05 only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets
from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent the
dividends, repayments or transfers increase the amount of Restricted Payments permitted under that
Section pursuant to clause (c)(4) of the first paragraph thereof.




     “Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the
amounts that would appear on a consolidated balance sheet of the Company and its consolidated
Restricted Subsidiaries as the total assets (less accumulated depreciation, amortization,
allowances for doubtful receivables, other applicable allowances and other properly deductible
items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting
and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise
included, the amounts of (without duplication):




     (a) the excess of cost over fair market value of assets or businesses acquired;




     (b) any revaluation or other write-up in book value of assets subsequent to the last
day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of
a change in the method of valuation in accordance with GAAP;




     (c) unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;




     (d) noncontrolling interests in consolidated Subsidiaries held by Persons other than
the Company or any Restricted Subsidiary;




     (e) treasury stock;




     (f) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities; and




     (g) Investments in and assets of Unrestricted Subsidiaries.



     For the avoidance of doubt, any deferred tax assets that would appear on a consolidated
balance sheet of the Company and its Restricted Subsidiaries shall be included in the calculation
of Consolidated Net Tangible Assets.



     “Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of the
aggregate amount of all Debt secured by Liens of the Company and its Restricted Subsidiaries at the
end of the most recent fiscal period, for which financial information in respect thereof is
available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to
the need to calculate the Consolidated Secured Leverage Ratio to the aggregate amount of EBITDA for
the Company for the four full fiscal quarters, treated as one period, for which financial
information in respect thereof is available immediately preceding the Transaction Date (such four
full fiscal quarter period being referred to herein as the “Four Quarter Period”). In addition, for
purposes of calculating the



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ratio, the entire commitment of any revolving credit facility of the Company or any Restricted
Subsidiary shall be deemed to be fully drawn as of the date such agreement is executed, and
thereafter the amount of such commitment shall be deemed to fully borrowed at all times for
purposes of determining the ratio. In addition to and without limitation of the foregoing, for
purposes of this definition, this ratio shall be calculated after giving effect to the following:





     (a) if since the beginning of that period the Company or any Restricted Subsidiary
shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of
Property which constitutes all or substantially all of an operating unit of a business,




     (b) if the transaction giving rise to the need to calculate the Consolidated Secured
Leverage Ratio involves an Asset Sale, Investment or acquisition, or




     (c) since the beginning of the Four Quarter Period any Person (that subsequently became
a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of the Four Quarter Period) shall have made such an Asset Sale,
Investment or acquisition,



EBITDA for that period shall be calculated after giving pro forma effect to the Asset Sale,
Investment or acquisition as if the Asset Sale, Investment or acquisition occurred on the first day
of the Four Quarter Period.




     For purposes of calculating the Consolidated Secured Leverage Ratio, the entire commitment of
any revolving credit facility of the Company or any Restricted Subsidiary shall be deemed
outstanding.



     “Credit Facilities” means, with respect to the Company or any Restricted Subsidiary, one or
more debt or commercial paper facilities (including related Guarantees) with banks, investment
banks, insurance companies, mutual funds or other institutional lenders (including the Existing
Bank Credit Facilities), providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to institutional lenders or to
special purpose, bankruptcy remote entities formed to borrow from institutional lenders against
those receivables or inventory) or trade or standby letters of credit, in each case together with
any Refinancing thereof on any basis so long as such Refinancing constitutes Debt; provided
that, in the case of a transaction in which any accounts receivable are sold, conveyed or otherwise
transferred by the Company or any of its subsidiaries to another Person other than a Receivables
Entity, then that transaction must satisfy the following three conditions:




     (a) if the transaction involves a transfer of accounts receivable with Fair Market
Value equal to or greater than $25.0 million, the Board of Directors shall have determined
in good faith that the transaction is economically fair and reasonable to the Company or the
Subsidiary that sold, conveyed or transferred the accounts receivable,




     (b) the sale, conveyance or transfer of accounts receivable by the Company or the
Subsidiary is made at Fair Market Value, and




     (c) the financing terms, covenants, termination events and other provisions of the
transaction shall be market terms (as determined in good faith by the Board of Directors).



     “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange
contract, currency swap agreement, currency option or other similar agreement or arrangement
designed to protect that Person against fluctuations in currency exchange rates.



     “Debt” means, with respect to any Person on any date of determination (without duplication):




(a) the principal of and premium (if any) in respect of:




     (1) debt of the Person for money borrowed, and



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     (2) debt evidenced by notes, debentures, bonds or other similar instruments for
the payment of which the Person is responsible or liable;




     (b) all Capital Lease Obligations of the Person and all Attributable Debt in respect of
Sale and Leaseback Transactions entered into by the Person;




     (c) all obligations of the Person issued or assumed as the deferred purchase price of
Property, all conditional sale obligations of the Person and all obligations of the Person
under any title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business);




     (d) all obligations of the Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in
clauses (a) through (c) above) entered into in the ordinary course of business of the Person
to the extent those letters of credit are not drawn upon or, if and to the extent drawn
upon, the drawing is reimbursed no later than the third Business Day following receipt by
the Person of a demand for reimbursement following payment on the letter of credit);




     (e) the amount of all obligations of the Person with respect to the Repayment of any
Disqualified Stock or, with respect to any Subsidiary of the Person, any Preferred Stock
(but excluding, in each case, any accrued dividends);




     (f) all obligations of the type referred to in clauses (a) through (e) of other Persons
and all dividends of other Persons for the payment of which, in either case, the Person is
responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including
by means of any Guarantee;




     (g) all obligations of the type referred to in clauses (a) through (f) of other Persons
secured by any Lien on any Property of the Person (whether or not such obligation is assumed
by the Person), the amount of such obligation being deemed to be the lesser of the value of
that Property or the amount of the obligation so secured; and




     (h) to the extent not otherwise included in this definition, Hedging Obligations of
such Person.



The amount of Debt of any Person at any date shall be the outstanding balance at that date of all
unconditional obligations as described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at that date. The amount
of Debt represented by a Hedging Obligation shall be equal to:





     (1) zero if the Hedging Obligation has been Incurred pursuant to clause (e), (f) or (g)
of the second paragraph of Section 4.04, or




     (2) if the Hedging Obligation is not Incurred pursuant to clause (e), (f) or (g) of the
second paragraph of Section 4.04, then 105% of the aggregate net amount, if any, that would
then be payable by the Company and any Restricted Subsidiary on a per counter-party basis
pursuant to Section 6(e) of the ISDA Master Agreement (Multicurrency-Cross Border) in the
form published by the International Swaps and Derivatives Association in 1992 (the “ISDA
Form”), as if the date of determination were a date that constitutes or is substantially
equivalent to an Early Termination Date, as defined in the ISDA Form, with respect to all
transactions governed by the ISDA Form, plus the equivalent amount under the terms of any
other Hedging Obligations that are not Incurred pursuant to clause (e), (f) or (g) of the
second paragraph of Section 4.04, each such amount to be estimated in good faith by the
Company.



     “Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more
issuances after the Issue Date of Debt evidenced by notes, debentures, bonds or other similar
securities or instruments.




-9-












 





     “Default” means any event which is, or after notice or passage of time or both would be,
an Event of Default.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable, in
either case at the option of the holder thereof) or otherwise:




     (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise,




     (b) is or may become redeemable or repurchaseable at the option of the holder thereof,
in whole or in part, or




     (c) is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock,


on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity
of the Notes.




     “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the
Company held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any dividend
of this kind shall be equal to the quotient of the dividend divided by the difference between one
and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0)
then applicable to the Company.



     “Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S.
dollars, at any time of determination thereof, the amount of U.S. dollars obtained by converting
such foreign currency involved in such computation into U.S. dollars at the spot rate for the
purchase of U.S. dollars with the applicable foreign currency as published by the Federal Reserve
Board on the date of such determination.



     “EBITDA” means, for any period, an amount equal to, for the Company and its consolidated
Restricted Subsidiaries:




     (a) the sum of Consolidated Net Income for that period, plus the following to the
extent reducing Consolidated Net Income for that period:




     (1) the provision for taxes based on income or profits or utilized in computing
net loss,




     (2) Consolidated Fixed Charges,




     (3) depreciation,




     (4) amortization of intangibles,




     (5) any non-recurring expenses relating to, or arising from, any closures of
facilities,




     (6) restructuring costs, facilities relocation costs and acquisition
integration costs and fees (including cash severance payments) made in connection
with acquisitions,




     (7) any non-cash impairment charge or asset write-off and the amortization of
intangibles,




     (8) inventory purchase accounting adjustments and amortization and impairment
charges resulting from other purchase accounting adjustments in connection with
acquisitions,



-10-









 






     (9) any expenses or charges related to any offering of securities, Permitted
Investments, acquisition, incurrence of Debt permitted to be incurred by the
indenture (whether or not successful), and




     (10) any other non-cash items (other than any non-cash item to the extent that
it represents an accrual of or reserve for cash expenditures in any future period),
minus




     (b) all non-cash items increasing Consolidated Net Income for that period (other than
any such non-cash item to the extent that it has resulted or will result in the receipt of
cash payments in any period).



     “Equipment Financing Transaction” means any arrangement (together with any Refinancings
thereof) with any Person pursuant to which the Company or any Restricted Subsidiary Incurs Debt
secured by a Lien on equipment or equipment related property of the Company or any Restricted
Subsidiary.



     “Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Stock
of the Company pursuant to an effective registration statement under the Securities Act, or any
direct or indirect parent company of the Company but only to the extent contributed to the Company
in the form of Qualified Capital Stock of the Company or (ii) a private equity offering of
Qualified Capital Stock of the Company, or any direct or indirect parent company of the Company but
only to the extent contributed to the Company in the form of Qualified Capital Stock of the
Company, other than any public offerings registered on Form S-8.



     “European Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of any country that is a member of the European Union on
the Issue Date (including any agency or instrumentality thereof) for the payment of which the full
faith and credit of such European Union country is pledged and which are not callable or redeemable
at the issuer’s option.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Existing Bank Credit Facilities” means, collectively, (i) the Second Amended and Restated
Credit Agreement dated as of October 11, 2007, among the Company, Levi Strauss Financial Center
Corporation, the financial institutions listed on the signature pages thereto and Bank of America,
N.A., as agent, as amended as of the Issue Date and (ii) the Term Loan Agreement dated as of March
27, 2007, among the Company, the financial institutions listed on the signature pages thereto and
Bank of America, N.A., as agent, as amended as of the Issue Date.



     “Existing Policies” means (1) the Company’s estate tax repurchase policy under which the
Company repurchases a portion of a deceased stockholder’s shares to generate funds for payment of
estate taxes and (2) the Company’s valuation policy under which the Company obtains an annual
valuation of the Company’s Voting Trust Certificates, as both policies exist at the Issue Date or
as they may exist from time to time, provided that if either of these policies is
materially amended after the Issue Date in a manner less favorable to the Company than the policy
as existing on the Issue Date, then that amended policy shall be deemed not to be an Existing
Policy.



     “Fair Market Value” means, with respect to any Property, the price that could be negotiated in
an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer,
neither of whom is under undue pressure or compulsion to complete the transaction. For purposes of
Section 4.05 and Section 4.07 and the definitions of “Qualified Receivables Transaction” and
“Credit Facilities,” Fair Market Value shall be determined, except as otherwise provided,




     (a) if the Property has a Fair Market Value equal to or less than $25.0 million, by any
Officer of the Company, or




     (b) if the Property has a Fair Market Value in excess of $25.0 million, by a majority
of the Board of Directors and evidenced by a Board Resolution, dated within 12 months of the
relevant transaction, delivered to the Trustee.



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     “Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under
the laws of the United States of America or any State thereof or the District of Columbia.



     “Future Guarantor” means any Subsidiary of the Company that provides a Guarantee of the notes
at any time after the Issue Date pursuant to Section 4.14.



     “GAAP” means United States generally accepted accounting principles as in effect on the Issue
Date, including those set forth in the Accounting Standards Codification of the Financial
Accounting Standards Board and in the rules and regulations of the SEC governing the inclusion of
financial statements (including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act.



     “Government Obligations” means U.S. Government Obligations or European Government Obligations,
as applicable.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of that Person:




     (a) to purchase or pay (or advance or supply funds for the purchase or payment of) the
Debt of such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise), or




     (b) entered into for the purpose of assuring in any other manner the obligee against
loss in respect thereof (in whole or in part);


provided, however, that the term “Guarantee” shall not include:





     (1) endorsements for collection or deposit in the ordinary course of business, or




     (2) a contractual commitment by one Person to invest in another Person for so long as
the Investment is reasonably expected to constitute a Permitted Investment under clause (a),
(b) or (i) of the definition of “Permitted Investment.”


The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean
any Person Guaranteeing any obligation.




     “Hedging Obligation” of any Person means any obligation of that Person pursuant to any
Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
Agreement or any other similar agreement or arrangement.



     “Holder” or “Noteholder” means the Person in whose name the Note is registered on the Note
register described in Section 2.04.



     “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue,
incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in
respect of that Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any Debt or obligation on the balance sheet of that Person (and “Incurrence” and
“Incurred” shall have meanings correlative to the foregoing); provided, however,
that a change in GAAP that results in an obligation of that Person that exists at such time, and is
not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of that Debt;
provided further, however, that any Debt or other obligations of a Person
existing at the time the Person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by that Subsidiary at the time it becomes a
Subsidiary; and provided further, however, that solely for purposes of
determining compliance with Section 4.04, amortization of debt discount or premium shall not be
deemed to be the Incurrence of Debt, provided that in the case of Debt sold at a discount or at a
premium, the amount of the Debt Incurred shall at all times be the aggregate principal amount at
Stated Maturity.



-12-









 





     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest
rate option agreement or other similar agreement or arrangement designed to protect against
fluctuations in interest rates.



     “Investment” by any Person means any direct or indirect loan (other than advances to customers
and suppliers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of that Person), advance or other extension of credit or capital contribution (by
means of transfers of cash or other Property to others or payments for Property or services for the
account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or
purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence
of Debt issued by, any other Person. For purposes of Section 4.05, Section 4.10 and the definition
of “Restricted Payment”, Investment shall include the portion (proportionate to the Company’s
equity interest in the Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of
the Company at the time that the Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of that Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent Investment in an
Unrestricted Subsidiary of an amount (if positive) equal to:




     (a) the Company’s Investment in that Subsidiary at the time of such redesignation, less




     (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of that Subsidiary at the time of such
redesignation.



     In determining the amount of any Investment made by transfer of any Property other than cash,
the Property shall be valued at its Fair Market Value at the time of the Investment.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.



     “Issue Date” means the first date on which the Notes are initially issued.



     “Lien” means, with respect to any Property of any Person, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to that Property (including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction).



     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.



     “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to
the Property that is the subject of that Asset Sale or received in any other non-cash form), in
each case net of:




     (a) all legal, title and recording tax expenses, commissions and other fees (including,
without limitation, brokers’ or investment bankers’ commissions or fees) and expenses
incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued
as a liability under GAAP, as a consequence of the Asset Sale,




     (b) all payments made on any Debt that is secured by any Property subject to the Asset
Sale, in accordance with the terms of any Lien upon or other security agreement of any kind
with respect to that Property, or which must by its terms, or in order to obtain a necessary
consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the
Asset Sale,



-13-









 






     (c) all distributions and other payments required to be made to noncontrolling interest
holders in Subsidiaries or joint ventures as a result of the Asset Sale, and




     (d) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property disposed in the
Asset Sale and retained by the Company or any Restricted Subsidiary after the Asset Sale.



     “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the
Vice President Tax & Treasury, the Treasurer, the Assistant Treasurer or an Assistant Secretary of
the Company.



     “Officers’ Certificate” means a certificate signed by two Officers of the Company, at least
one of whom shall be the principal executive officer, principal financial officer or the principal
accounting officer of the Company, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company.



     “Permitted Business” means any business that is reasonably similar, ancillary or related to,
or a reasonable extension, development or expansion of, the businesses in which the Company and its
Restricted Subsidiaries are engaged in on the Issue Date.



     “Permitted Holders” means the holders of Voting Stock as of the Issue Date, together with any
Voting Trustee and any Person who is a “Permitted Transferee” of the holders, as that term is
defined in the Stockholders Agreement dated as of April 15, 1996 between the Company and the
stockholders of the Company party thereto as that Stockholders Agreement was in effect on the Issue
Date, except that transferees pursuant to Section 2.2(a)(x) of that Stockholders Agreement shall
not be deemed to be Permitted Transferees for purposes of this Indenture.



     “Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:




     (a) any Restricted Subsidiary or any Person that will, upon the making of such
Investment, become a Restricted Subsidiary, provided that the primary business of
the Restricted Subsidiary is a Related Business;




     (b) any Person if as a result of the Investment that Person is merged or consolidated
with or into, or transfers or conveys all or substantially all its Property to, the Company
or a Restricted Subsidiary, provided that the Person’s primary business is a Related
Business;




     (c) Temporary Cash Investments;




     (d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired
in the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that those trade terms may include such
concessionary trade terms as the Company or the Restricted Subsidiary deems reasonable under
the circumstances;




     (e) payroll, travel and similar advances to cover matters that are expected at the time
of those advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




     (f) loans and advances to employees made in the ordinary course of business in
compliance with applicable laws and consistent with past practices of the Company or the
applicable Restricted Subsidiary, as the case may be, provided that those loans and
advances do not exceed $20.0 million at any one time outstanding;



-14-









 






     (g) stock, obligations or other securities received in settlement of debts created in
the ordinary course of business and owing to the Company or a Restricted Subsidiary or in
satisfaction of judgments;




     (h) any Person to the extent the Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in compliance with
Section 4.07;




     (i) a Receivables Entity or any Investment by a Receivables Entity in any other Person
in connection with a Qualified Receivables Transaction, including Investments of funds held
in accounts permitted or required by the arrangements governing that Qualified Receivables
Transaction or any related Indebtedness; provided that any Investment in a
Receivables Entity is in the form of a purchase money note, contribution of additional
receivables or an equity interest;




     (j) customers or suppliers of the Company or any of its subsidiaries in the form of
extensions of credit or transfers of property, to the extent otherwise constituting an
Investment, and in the ordinary course of business and any Investments received in the
ordinary course of business in satisfaction or partial satisfaction thereof;




     (k) any Person if the Investments are outstanding on the Issue Date and not otherwise
described in clauses (a) through (j) above;




     (l) any securities, derivative instruments or other Investments of any kind that are
acquired and held for the benefit of Company employees in the ordinary course of business
pursuant to deferred compensation plans or arrangements approved by the Board of Directors;
provided, however, that (i) the amount of such Investment represents funds
paid or payable in respect of deferred compensation previously included as an expense in the
calculation of Consolidated Net Income (and not excluded pursuant to clause (h) of the
definition of Consolidated Net Income), and (ii) the terms of such Investment shall not
require any additional Investment by the Company or any Restricted Subsidiary; and




     (m) any Person (other than an Affiliate) in aggregate amount not to exceed the greater
of (x) $150.0 million and (y) 7.5% of Consolidated Net Tangible Assets outstanding at any
one time in the aggregate.



     “Permitted Liens” means:




     (a) Liens (including, without limitation and to the extent constituting a Lien,
negative pledges) to secure Debt in an aggregate principal amount not to exceed the greater
of (x) the amount permitted to be Incurred under clause (b) of the second paragraph of
Section 4.04, regardless of whether the Company and the Restricted Subsidiaries are actually
subject to the covenant contained in Section 4.04 at the time the Lien is Incurred and (y)
an amount that does not cause the Consolidated Secured Leverage Ratio to exceed 3.25 to 1.0;




     (b) Liens for taxes, assessments or governmental charges or levies on the Property of
the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and by
appropriate proceedings promptly instituted and diligently concluded, provided that
any reserve or other appropriate provision that shall be required in conformity with GAAP
shall have been made therefor;




     (c) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and
other similar Liens, on the Property of the Company or any Restricted Subsidiary arising in
the ordinary course of business and securing payment of obligations that are not more than
60 days past due or are being contested in good faith and by appropriate proceedings;




     (d) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the
ordinary course of business to secure performance of obligations with respect to statutory
or regulatory re-



-15-









 






quirements, performance or return-of-money bonds, surety bonds or other obligations of
a like nature and Incurred in a manner consistent with industry practice, including banker’s
liens and rights of set-off, in each case which are not Incurred in connection with the
borrowing of money, the obtaining of advances or credit or the payment of the deferred
purchase price of Property and which do not in the aggregate impair in any material respect
the use of Property in the operation of the business of the Company and the Restricted
Subsidiaries taken as a whole;




     (e) Liens on Property at the time the Company or any Restricted Subsidiary acquired the
Property, including any acquisition by means of a merger or consolidation with or into the
Company or any Restricted Subsidiary; provided, however, that any Lien of
this kind may not extend to any other Property of the Company or any Restricted Subsidiary;
provided further, however, that the Liens shall not have been
Incurred in anticipation of or in connection with the transaction or series of transactions
pursuant to which the Property was acquired by the Company or any Restricted Subsidiary;




     (f) Liens on the Property of a Person at the time that Person becomes a Restricted
Subsidiary; provided, however, that any Lien of this kind may not extend to
any other Property of the Company or any other Restricted Subsidiary that is not a direct
Subsidiary of that Person; provided further, however, that the Lien
was not Incurred in anticipation of or in connection with the transaction or series of
transactions pursuant to which the Person became a Restricted Subsidiary;




     (g) pledges or deposits by the Company or any Restricted Subsidiary under worker’s
compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or deposits to secure
public or statutory obligations of the Company or any Restricted Subsidiary, or deposits for
the payment of rent, in each case Incurred in the ordinary course of business;




     (h) Liens (including, without limitation and to the extent constituting Liens, negative
pledges), assignments and pledges of rights to receive premiums, interest or loss payments
or otherwise arising in connection with worker’s compensation loss portfolio transfer
insurance transactions or any insurance or reinsurance agreements pertaining to losses
covered by insurance, and Liens (including, without limitation and to the extent
constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or
deposits by the Company or any Restricted Subsidiary under workmen’s compensation laws,
unemployment insurance laws or similar legislation;




     (i) utility easements, building restrictions and such other encumbrances or charges
against real Property as are of a nature generally existing with respect to properties of a
similar character;




     (j) Liens arising out of judgments or awards against the Company or a Restricted
Subsidiary with respect to which the Company or the Restricted Subsidiary shall then be
proceeding with an appeal or other proceeding for review;




     (k) Liens in favor of surety bonds or letters of credit issued pursuant to the request
of and for the account of the Company or a Restricted Subsidiary in the ordinary course of
its business, provided that these letters of credit do not constitute Debt;




     (l) leases or subleases of real property granted by the Company or a Restricted
Subsidiary to any other Person in the ordinary course of business and not materially
impairing the use of the real property in the operation of the business of the Company or
the Restricted Subsidiary;




     (m) Liens (including, without limitation and to the extent constituting Liens, negative
pledges) on intellectual property arising from intellectual property licenses entered into
in the ordinary course of business;



-16-









 






     (n) Liens or negative pledges attaching to or related to joint ventures engaged in a
Related Business, restricting Liens on interests in those joint ventures;




     (o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n)
above;




     (p) Liens not otherwise described in clauses (a) through (o) above on (x) the Property
of any Foreign Subsidiary to secure any Debt permitted to be Incurred by the Foreign
Subsidiary pursuant to Section 4.04 and (y) the Property of the Company or any Restricted
Subsidiary to secure any Debt permitted to be incurred under clause (k) of such Section;




     (q) Liens on the Property of the Company or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (d),
(e), (f), (j) or (k) above; provided, however, that any Lien of this kind
shall be limited to all or part of the same Property that secured the original Lien
(together with improvements and accessions to such Property) and the aggregate principal
amount of Debt that is secured by the Lien shall not be increased to an amount greater than
the sum of:




     (1) the outstanding principal amount, or, if greater, the committed amount, of
the Debt secured by Liens described under clause (d), (e), (f), (j) or (k) above, as
the case may be, at the time the original Lien became a Permitted Lien under this
Indenture, and




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, incurred by the Company or the Restricted Subsidiary in connection
with the Refinancing;




     (r) Liens not otherwise permitted by clauses (a) through (q) above that are Liens
permitted by the Existing Bank Credit Facilities as they exist on the Issue Date;




     (s) Liens on cash or Temporary Cash Investments held as proceeds of Permitted
Refinancing Debt pending the payment, purchase, defeasance or other retirement of the Debt
being Refinanced; and




     (t) Liens not otherwise permitted by clauses (a) through (s) above encumbering assets
having an aggregate Fair Market Value not in excess of 5% of Consolidated Net Tangible
Assets, as determined based on the consolidated balance sheet of the Company as of the end
of the most recent fiscal quarter ending at least 45 days prior to the date the Lien shall
be Incurred.



     “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any
successive Refinancings, so long as:




     (a) the new Debt is in an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) not in excess of the sum of:




     (1) the aggregate principal amount (or if Incurred with original issue
discount, the aggregate accreted value) then outstanding of the Debt being
Refinanced, and




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to the Refinancing,




     (b) the Average Life of the new Debt is equal to or greater than the Average Life of
the Debt being Refinanced,




     (c) the Stated Maturity of the new Debt is no earlier than the Stated Maturity of the
Debt being Refinanced, and




     (d) the new Debt shall not be senior in right of payment to the Debt that is being
Refinanced;



-17-









 




provided, however, that Permitted Refinancing Debt shall not include:





     (x) Debt of a Subsidiary that Refinances Debt of the Company or




     (y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an
Unrestricted Subsidiary.



     “Person” means any individual, corporation, company (including any limited liability company),
association, partnership, joint venture, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



     “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the
holder thereof to a preference with respect to the payment of dividends, or as to the distribution
of assets upon any voluntary or involuntary liquidation or dissolution of that Person, over shares
of any other class of Capital Stock issued by that Person.



     “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted
Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The
amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the
difference between one and the maximum statutory federal income rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of the Preferred Stock.



     “principal” of any Debt (including the Notes) means the principal amount of such Debt plus the
premium, if any, on such Debt.



     “pro forma” means, with respect to any calculation made or required to be made pursuant to the
terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated
under the Securities Act, as interpreted in good faith by the Board of Directors of the Company, or
otherwise a calculation made in good faith by the Board of Directors of the Company, as the case
may be.



     “Productive Assets” means assets (other than securities and inventory) that are used or usable
by the Company and its Restricted Subsidiaries in Permitted Businesses.



     “Property” means, with respect to any Person, any interest of that Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock in, and other securities of, any other Person. For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its Fair Market Value.



     “Purchase Money Debt” means Debt:




     (a) consisting of the deferred purchase price of property, conditional sale
obligations, obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds, in each case where the
maturity of the Debt does not exceed the anticipated useful life of the Property being
financed, and




     (b) Incurred to finance the acquisition, construction or lease by the Company or a
Restricted Subsidiary of the Property, including additions and improvements thereto;


provided, however, that the Debt is Incurred within 180 days after the acquisition,
construction or lease of the Property by the Company or Restricted Subsidiary.




     “Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.



-18-









 





     “Qualified Receivables Transaction” means any transaction or series of transactions that may
be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of
its Subsidiaries may sell, convey or otherwise transfer to:




     (a) a Receivables Entity (in the case of a transfer by the Company or any of its
Subsidiaries) and




     (b) any other Person (in the case of a transfer by a Receivables Entity),


or may grant a security interest in, any accounts receivable (whether now existing or arising in
the future) of the Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing those accounts receivable, all contracts and all
Guarantees or other obligations in respect of those accounts receivable, proceeds of those accounts
receivable and other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization transactions involving
accounts receivable; provided that:





     (1) if the transaction involves a transfer of accounts receivable with Fair Market
Value equal to or greater than $25.0 million, the Board of Directors shall have determined
in good faith that the Qualified Receivables Transaction is economically fair and reasonable
to the Company and the Receivables Entity,




     (2) all sales of accounts receivable and related assets to or by the Receivables Entity
are made at Fair Market Value, and




     (3) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Board of Directors).


The grant of a security interest in any accounts receivable of the Company or any of its Restricted
Subsidiaries to secure the Credit Facilities shall not be deemed a Qualified Receivables
Transaction.




     “Rating Agencies” mean Moody’s and S&P.



     “Real Estate Financing Transaction” means any arrangement with any Person pursuant to which
the Company or any Restricted Subsidiary Incurs Debt secured by a Lien on real property of the
Company or any Restricted Subsidiary and related personal property together with any Refinancings
thereof.



     “Receivables Entity” means a wholly owned Subsidiary of the Company (or another Person formed
for the purposes of engaging in a Qualified Receivables Transaction with the Company in which the
Company or any Subsidiary of the Company makes an Investment and to which the Company or any
Subsidiary of the Company transfers accounts receivable and related assets) which engages in no
activities other than in connection with the financing of accounts receivable of the Company and
its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to that business, and
(with respect to any Receivables Entity formed after the Issue Date) which is designated by the
Board of Directors (as provided below) as a Receivables Entity and




     (a) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which




     (1) is Guaranteed by the Company or any Subsidiary of the Company (excluding
Guarantees of obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization Undertakings),




     (2) is recourse to or obligates the Company or any Subsidiary of the Company in
any way other than pursuant to Standard Securitization Undertakings, or




-19-












 






     (3) subjects any property or asset of the Company or any Subsidiary of
the Company, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings;




     (b) with which neither the Company nor any Subsidiary of the Company has any material
contract, agreement, arrangement or understanding other than on terms which the Company
reasonably believes to be no less favorable to the Company or the Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of the Company, and




     (c) to which neither the Company nor any Subsidiary of the Company has any obligation
to maintain or preserve the entity’s financial condition or cause the entity to achieve
certain levels of operating results other than pursuant to Standard Securitization
Undertakings.



Any designation of this kind by the Board of Directors shall be evidenced to the Trustee by filing
with the Trustee a certified copy of the resolution of the Board of Directors giving effect to the
designation and an Officers’ Certificate certifying that the designation complied with the
foregoing conditions.




     “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay,
repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, that
Debt. “Refinanced” and “Refinancing” shall have correlative meanings.



     “Related Business” means any business that is related, ancillary or complementary to the
businesses of the Company and the Restricted Subsidiaries on the Issue Date.



     “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
or otherwise retire that Debt. “Repayment” and “Repaid” shall have correlative meanings. For
purposes of Section 4.04 and Section 4.07 and the definition of “Consolidated Fixed Charges
Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan
commitment, if any, shall have been permanently reduced in connection therewith.





     “Restricted Payment” means:




     (a) any dividend or distribution (whether made in cash, securities or other Property)
declared or paid on or with respect to any shares of Capital Stock of the Company or any
Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Company or any Restricted Subsidiary), except for any dividend or
distribution that is made to the Company or the parent of the Restricted Subsidiary or any
dividend or distribution payable solely in shares of Capital Stock (other than Disqualified
Stock) of the Company;




     (b) the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a
Restricted Subsidiary) or any securities exchangeable for or convertible into Capital Stock
of the Company or any Restricted Subsidiary, including the exercise of any option to
exchange any Capital Stock (other than for or into Capital Stock of the Company that is not
Disqualified Stock);




     (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to
the date for any scheduled maturity, sinking fund or amortization or other installment
payment, of any Subordinated Obligation (other than the purchase, repurchase or other
acquisition of any Subordinated Obligation purchased in anticipation of satisfying a
scheduled maturity, sinking fund or amortization or other installment obligation, in each
case due within one year of the date of acquisition);




     (d) any Investment (other than Permitted Investments) in any Person; or




     (e) the issuance, sale or other disposition of Capital Stock of any Restricted
Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result
thereof is that the Restricted



-20-









 






Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of the
“Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in
the former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries.




“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




“S&P” means Standard & Poor’s Ratings Service or any successor to the rating agency business
thereof.



     “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers that
Property to another Person and the Company or a Restricted Subsidiary leases it from that other
Person together with any Refinancings thereof.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.



     “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Subsidiary of the Company which are customary in an
accounts receivable securitization transaction involving a comparable company.



     “Stated Maturity” means, with respect to any security, the date specified in the security as
the fixed date on which the payment of principal of the security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of the security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless that contingency has occurred).



     “Subordinated Obligation” means any Debt of the Company (whether outstanding on the Issue Date
or thereafter Incurred) that is subordinate or junior in right of payment to the Notes pursuant to
a written agreement to that effect.



     “Subsidiary” means, in respect of any Person, any corporation, company (including any limited
liability company), association, partnership, joint venture or other business entity of which a
majority of the total voting power of the Voting Stock is at the time owned or controlled, directly
or indirectly, by:




     (a) that Person,




     (b) that Person and one or more Subsidiaries of that Person, or




     (c) one or more Subsidiaries of that Person.




     “Temporary Cash Investments” means any of the following:




     (a) Investments in U.S. Government Obligations maturing within 365 days of the date of
acquisition thereof;




     (b) Investments in time deposit accounts, banker’s acceptances, certificates of deposit
and money market deposits maturing within 180 days of the date of acquisition thereof issued
by a bank or trust company organized under the laws of the United States of America or any
state thereof having capital, surplus and undivided profits aggregating in excess of $500.0
million or issued by a commercial bank organized under the laws of any other country that is
a member of the Organization for Economic Cooperation and Development having total assets in
excess of $500.0 million (or its foreign currency equivalent at the



-21-









 






time), and in any case whose long-term debt is rated “A-3” or “A-” or higher according
to Moody’s or S&P (or a similar equivalent rating by at least one “nationally recognized
statistical rating organization” (as defined in Rule 436 under the Securities Act));




     (c) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with:




     (1) a bank meeting the qualifications described in clause (b) above, or




     (2) any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;




     (d) Investments in commercial paper, maturing not more than 270 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America or any other country that is a
member of the Organization for Economic Cooperation and Development, and in any case with a
rating at the time as of which any Investment therein is made of “P-1” (or higher) according
to Moody’s or“A-1” (or higher) according to S&P (or a similar equivalent rating by at least
one “nationally recognized statistical rating organization” (as defined in Rule 436 under
the Securities Act); and




     (e) direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of such state is
pledged and which are not callable or redeemable at the issuer’s option, provided
that:




     (1) the long-term debt of the state is rated “A-3” or “A-” or higher according
to Moody’s or S&P (or a similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the
Securities Act)), and




     (2) the obligations mature within 180 days of the date of acquisition thereof.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
date of this Indenture; provided, however, that, in the event the TIA is amended
after such date, “TIA” means, to the extent required by any such amendments, the Trust Indenture
Act of 1939 as so amended.



     “Trust Officer” means, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs such functions similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.



     “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.



     “2016
Notes” means the Company’s 87/8% Senior Notes due 2016.



     “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.



     “United States” means the United States of America (including the states and the District of
Columbia) and its territories, possessions and other areas subject to its jurisdiction.



     “United States Person” means any individual who is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in or under the laws of the United
States, any state of the United



-22-









 





States or the District of Columbia (other than a partnership that is not treated as a United
States Person under any applicable Treasury regulations), or any estate or trust the income of
which is subject to United States federal income taxation regardless of its source.




     “Unrestricted Subsidiary” means:




     (a) any Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.10 and is not
thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and




     (b) any Subsidiary of an Unrestricted Subsidiary.



     “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.



     “Voting Stock” of any Person means all classes of Capital Stock or other interests (including
partnership interests, and in the case of the Company, Voting Trust Certificates) of that Person
then outstanding and normally entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof.



     “Voting Trust Agreement” means the Voting Trust Agreement entered into as of April 15, 1996 by
and among Robert D. Haas; Peter E. Haas, Sr.; Peter E. Haas, Jr.; and F. Warren Hellman as the
Voting Trustees and the stockholders of the Company who are parties thereto, as it may be extended
from time to time.



     “Voting Trust Certificates” means those certificates issued pursuant to the Voting Trust
Agreement.



     “Voting Trustees” means the persons entitled to act as voting trustees from time to time under
the Voting Trust Agreement.



     “Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the
Voting Stock of which (except directors’ qualifying shares) is at that time owned, directly or
indirectly, by the Company and its other Wholly Owned Subsidiaries.



     SECTION 1.02. Other Definitions.



	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”
	 	4.09
	“Bankruptcy Law”
	 	6.01
	“Change of Control Offer”
	 	4.12
	“Change of Control Payment Date”
	 	4.12
	“Change of Control Purchase Price”
	 	4.12
	“covenant defeasance option”
	 	8.01
	“Custodian”
	 	6.01
	“Event of Default”
	 	6.01
	“Exchange Note”
	 	Appendix A
	“Global Note”
	 	Appendix A
	“legal defeasance option”
	 	8.01
	“Legal Holiday”
	 	10.08
	“Offer Amount”
	 	4.07
	“Offer Period”
	 	4.07
	“OID”
	 	2.01
	“Original Notes”
	 	2.01
	“Paying Agent”
	 	2.04
	“Prepayment Offer”
	 	4.07
	“Registered Exchange Offer”
	 	Appendix A
	“Registrar”
	 	2.04
	“Shelf Registration Statement”
	 	Appendix A
	“Surviving Person”
	 	5.01
	“Suspended Covenants”
	 	4.01






-23-









 






     SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is
subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a
part of this Indenture. The following TIA terms have the following meanings:




“Commission” means the SEC.




“indenture securities” means the Notes.




“indenture security holder” means a Noteholder.




“indenture to be qualified” means this Indenture.




“indenture trustee” or “institutional trustee” means the Trustee.




“obligor” on the indenture securities means the Company and any other obligor on the
indenture securities.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions.



     SECTION 1.04. Rules of Construction. Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) “including” means including without limitation;




     (5) words in the singular include the plural and words in the plural include the
singular;




     (6) unsecured Debt shall not be deemed to be subordinate or junior to secured Debt
merely by virtue of its nature as unsecured Debt;




     (7) the principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP; and




     (8) the principal amount of any Preferred Stock shall be the greater of (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or
mandatory repurchase price with respect to such Preferred Stock.



-24-









 





ARTICLE II




The Notes



     SECTION 2.01. Amount of Notes; Issuable in Series. The aggregate principal amount of
Notes which may be authenticated and delivered under this Indenture is unlimited. All Notes shall
be identical in all respects other than issue prices and issuance dates. The Notes may be issued in
one or more series; provided, however, that any Notes issued with original issue
discount (“OID”) for Federal income tax purposes shall not be issued as part of the same series as
any Notes that are issued with a different amount of OID or are not issued with OID. All Notes of
any one series shall be substantially identical except as to denomination.



     Subject to Section 2.03, the Trustee shall authenticate (i) Euro Notes for original issue on
the Issue Date in the aggregate principal amount of €300.0 million and (ii) Dollar Notes for
original issue on the Issue Date in the aggregate principal amount of $525.0 million (collectively,
the “Original Notes”). With respect to any Notes issued after the Issue Date (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
Original Notes pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A), there shall be
established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03,
set forth, or determined in the manner provided in an Officers’ Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of such Notes:




     (1) whether such Notes shall be issued as part of a new or existing series of Notes and
the title of such Notes (which shall distinguish the Notes of the series from Notes of any
other series);




     (2) the aggregate principal amount of such Notes that may be authenticated and
delivered under this Indenture (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of the same
series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and except for Notes
which, pursuant to Section 2.03, are deemed never to have been authenticated and delivered
hereunder);




     (3) the issue price and issuance date of such Notes, including the date from which
interest on such Notes shall accrue;




     (4) if applicable, that such Notes shall be issuable in whole or in part in the form of
one or more Global Notes and, in such case, the respective depositories for such Global
Notes, the form of any legend or legends that shall be borne by any such Global Note in
addition to or in lieu of those set forth in Exhibit A-1 or A-2 and any circumstances in
addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such
Global Note may be exchanged in whole or in part for Notes registered, and any transfer of
such Global Note in whole or in part may be registered, in the name or names of Persons
other than the depositary for such Global Note or a nominee thereof; and




     (5) if applicable, that such Notes shall not be issued in the form of Initial Notes
subject to Appendix A, but shall be issued in the form of Exchange Notes as set forth in
Exhibit A-1 or A-2.



     If any of the terms of any series are established by action taken pursuant to a resolution of
the Board of Directors, a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate or the trust indenture supplemental hereto setting forth the
terms of the series.



     SECTION 2.02. Form and Dating. Provisions relating to the Initial Notes of each
series and the Exchange Notes are set forth in Appendix A, which is hereby incorporated in and
expressly made part of this Indenture. The Initial Notes of each series and the certificate of
authentication included therein shall be substantially in the form of Exhibit A-1 or A-2 which are
hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the
certificate of authentication shall be substantially in the form of Exhibit A-1 or A-2, which is
hereby incorporated in and expressly made a part of this Indenture. The Notes of each series may
have notations, legends or endorsements required by law, stock exchange rule, agreements to which
the Company is subject, if any,



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or usage, provided that any such notation, legend or endorsement is in a form
reasonably acceptable to the Company. Each Note shall be dated the date of its authentication. The
terms of the Notes of each series set forth in Exhibit A-1 and Exhibit A-2 are part of the terms of
this Indenture. The Dollar Notes shall be issuable in denominations of $100,000 and integral
multiples of $1,000 in excess thereof. The Euro Notes shall be issuable in denominations of
€50,000 and whole multiples of €1,000 in excess thereof.




     SECTION 2.03. Execution and Authentication. Two Officers shall sign the Notes for the
Company by manual or facsimile signature. The Company’s seal may be impressed, affixed, imprinted
or reproduced on the Notes and may be in facsimile form.



     If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes of any series executed by the Company to the Trustee for authentication,
together with a written order of the Company in the form of an Officers’ Certificate for the
authentication and delivery of such Notes, and the Trustee (or the Authentication Agent in
connection with the Euro Notes) in accordance with such written order of the Company shall
authenticate and deliver such Notes.



     A Note shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. The signature shall be conclusive evidence that the Note
has been authenticated under this Indenture.



     The Trustee may appoint an Authentication Agent reasonably acceptable to the Company to
authenticate any series of Notes. Unless limited by the terms of such appointment, an
Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An Authentication
Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and
demands. Citibank, N.A., London Branch will act as initial Authentication Agent with respect to
the Euro Notes.



     SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Notes may be presented for payment (the “Paying Agent”). The
Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The term “Paying Agent”
includes any additional paying agent.



     The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent
or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar, co-registrar or transfer agent.



     So long as the Euro Notes are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, the Company will maintain a Paying Agent and Registrar in Luxembourg. If the
Notes are listed on any other securities exchange, the Company will satisfy any requirement of such
securities exchange as to paying agents. So long as the Notes are listed on the Luxembourg Stock
Exchange, any change in the Paying Agent or Registrar shall be notified to Holders of Notes by
publication of notices to the Holders of the Notes in accordance with the provisions of Section
10.02 of this Indenture.



     Initially the Trustee will act as Registrar and Paying Agent with regard to the Dollar Notes.
Citibank, N.A., London Branch will act as the initial Registrar and Paying Agent for the Euro
Notes. Dexia Banque Internationale à Luxembourg will act as the initial Registrar and Paying Agent
in Luxembourg for the Euro Notes.



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     SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to each due date of the
principal and interest on any Note, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust
for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Notes and shall notify the Trustee in writing of any default by the
Company in making any such payment. If the Company or a Wholly Owned Subsidiary acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the Trustee.



     SECTION 2.06. Noteholder Lists. The Registrar shall preserve in as current a form as
is reasonably practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in
writing at least five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders.



     SECTION 2.07. Replacement Notes. If a mutilated Note is surrendered to the Registrar
or if the Holder of a Note claims that such Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee (or Authentication Agent in the case of the Euro Notes) shall
authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code
are met and the Holder satisfies any other reasonable requirements of the Trustee and/or the
Authentication Agent, as applicable. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the Trustee (and the Paying
Agent, Registrar and Authentication Agent, if not the Trustee) to protect the Company, the Trustee,
the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if
a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in
replacing a Note.



     Every replacement Note is an additional obligation of the Company.



     SECTION 2.08. Outstanding Notes. Notes outstanding at any time are all Notes
authenticated by the Trustee (with respect to the Euro Notes, the Authentication Agent) except for
those canceled by it, those delivered to it for cancellation and those described in this Section as
not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.



     If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee
and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide
purchaser.



     If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and interest payable on that
date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may
be, then on and after that date such Notes (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.



     SECTION 2.09. Temporary Notes. Until definitive Notes are ready for delivery, the
Company may prepare and the Trustee (or Authentication Agent in the case of Euro Notes) shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes
and deliver them in exchange for temporary Notes.



     SECTION 2.10. Cancellation. The Company at any time may deliver Notes to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else
shall cancel and dispose of all Notes surrendered for registration of transfer, exchange, payment
or cancellation in its customary manner. The Company may not issue new Notes to replace Notes it
has redeemed, paid or delivered to the Trustee for cancellation, except pursuant to the terms of
this Indenture.



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     SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on
the Notes, the Company shall pay the defaulted interest (plus interest on such defaulted interest
to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the
persons who are Noteholders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail to each Noteholder a notice that states the special record date,
the payment date and the amount of defaulted interest to be paid.



     SECTION 2.12. CUSIP, ISIN or Common Code Numbers. The Company in issuing the Notes
may use “CUSIP”, “ISIN” or “Common Code” numbers (if then generally in use) and, if so, the Trustee
shall use “CUSIP”, “ISIN” or “Common Code” numbers in notices of redemption as a convenience to
Holders; provided, however, that neither the Company nor the Trustee shall have any
responsibility for any defect in the “CUSIP”, “ISIN” or “Common Code” number that appears on any
Note, check, advice of payment or redemption notice, and any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change
in such numbers.



ARTICLE III




Redemption



     SECTION 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to
paragraph 5 of the Notes, it shall notify the Trustee in writing of the redemption date, the
principal amount of Notes to be redeemed and that such redemption is being made pursuant to
paragraph 5 of the Notes.



     The Company shall give each notice to the Trustee provided for in this Section at least 45
days before the redemption date unless the Trustee consents to a shorter period. Such notice shall
be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.



     SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than all of the Dollar
Notes and/or Euro Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro
rata or by lot or by a method that complies with applicable legal and securities exchange
requirements, if any, consistent with the Trustee’s customary practice. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The Trustee may select for
redemption portions of the principal of Notes that have denominations larger than $100,000 in the
case of the Dollar Notes and €50,000 in the case of the Euro Notes. Notes and portions of them the
Trustee selects shall be in amounts of $100,000 or a whole multiple of $1,000 in excess thereof in
the case of the Dollar Notes or €50,000 or a whole multiple of €1,000 in excess thereof in the case
of the Euro Notes. Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of
the Notes or portions of Notes to be redeemed.



     SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before
a date for redemption of Notes, the Company shall mail a notice of redemption by first-class mail,
and in the case of Notes held in book entry form, by electronic transmission, to each Holder of
Notes to be redeemed.



     The notice shall identify the Notes to be redeemed (including any CUSIP, Common Code or ISIN
numbers) and shall state:




     (1) the redemption date;




     (2) the redemption price or the information specified in clause (c) of paragraph 5 of
the Notes;




     (3) the name and address of the applicable Paying Agent;



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     (4) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




     (5) if fewer than all the outstanding Notes are to be redeemed, the identification and
principal amounts of the particular Notes to be redeemed;




     (6) that, unless the Company defaults in making such redemption payment, interest on
Notes (or portion thereof) called for redemption ceases to accrue on and after the
redemption date; and




     (7) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN
or Common Code number, if any, listed in such notice or printed on the Notes.



     At the Company’s written request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee
with the information required by this Section at least 45 days before the redemption date.



     If the Company elects to provide, in lieu of the redemption price, the information specified
in clause (c) of paragraph 5 of the Notes in the notice of redemption, the Trustee shall give the
notice of the redemption price, in the Company’s name and the Company’s expense, one business day
prior to the redemption date.



     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed,
Notes called for redemption become due and payable on the redemption date and at the redemption
price stated in the notice. Upon surrender to the applicable Paying Agent, such Notes shall be paid
at the redemption price stated in the notice, plus accrued interest to the redemption date (subject
to the right of Holders of record on the relevant record date to receive interest due on the
related interest payment date that is on or prior to the date of redemption). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity of the notice to any
other Holder.



     SECTION 3.05. Deposit of Redemption Price. On or prior to 10:00 a.m. New York City
time on the Business Day immediately preceding the anticipated redemption date, the Company shall
deposit with the applicable Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the
Paying Agent, shall segregate and hold in trust) money in U.S. Dollars (in the case of Dollar
Notes) and euros (in the case of Euro Notes) sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date to receive interest
due on the related interest payment date that is on or prior to the date of redemption) on all
Notes to be redeemed on that date other than Notes or portions of Notes called for redemption that
have been delivered by the Company to the Trustee for cancellation.



     SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in
part, the Company shall execute and the Trustee (or the Authentication Agent in the case of any
Euro Notes) shall authenticate for the Holder (at the Company’s expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.



ARTICLE IV




Covenants



     SECTION 4.01. Covenant Suspension. During any period of time that:



     (a) the Notes have Investment Grade Ratings from both Rating Agencies, and



     (b) no Default or Event of Default has occurred and is continuing under this Indenture,



the Company and the Restricted Subsidiaries will not be subject to the following Sections of this
Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, clause (x) of the third
paragraph (and as referred to in the first paragraph) of Section 4.10, and clause (e) of Section
5.01 (collectively, the “Suspended Covenants”). In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time as a





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result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws
its ratings or downgrades the ratings assigned to the Notes below the required Investment Grade
Rating or a Default or Event of Default occurs and is continuing, then the Company and the
Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for all periods
after that withdrawal, downgrade, Default or Event of Default and, furthermore, compliance with the
provisions of Section 4.05 with respect to Restricted Payments made after the time of the
withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms
of that covenant as though that covenant had been in effect during the entire period of time from
the Issue Date, provided that there will not be deemed to have occurred a Default or Event
of Default with respect to that covenant during the time that the Company and the Restricted
Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events
that occurred during that time).




     SECTION 4.02. Payment of Notes. The Company shall promptly pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture.
Principal and interest shall be considered paid on the date due if on such date the Trustee or the
applicable Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.



     The Company shall pay interest on overdue principal at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the rate borne by the Notes
to the extent lawful.



     SECTION 4.03. SEC Reports. Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the
SEC and provide the Trustee and Holders of Notes with annual reports and information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to those Sections, and the information, documents and reports to be so
filed and provided at the times specified for the filing of the information, documents and reports
under those Sections; provided, however, that (i) the Company shall not be so
obligated to file the information, documents and reports with the SEC if the SEC does not permit
those filings and (ii) the electronic filing with the SEC through the SEC’s Electronic Data
Gathering, Analysis, and Retrieval System (or any successor system providing for free public access
to such filings) shall satisfy the Company’s obligation to provide such reports, information and
documents to the Trustee and the Holders of Notes. The Company shall also comply with the other
provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officers’ Certificates). The Trustee shall have no
liability or responsibility for the filing, timeliness or content of any such report.



     If and so long as the Euro Notes are listed on the Official List of the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock
Exchange so require, copies of the reports, information and documents required under the paragraph
above shall be made available at the offices of the paying agent in Luxembourg or, to the extent
and in the manner permitted by such rules, or such reports, information and documents shall be
posted on the official website of the Luxembourg Stock Exchange (www.bourse.lu).



     SECTION 4.04. Limitation on Debt. The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving effect to
the application of the proceeds thereof, no Default or Event of Default would occur as a
consequence of the Incurrence or be continuing following the Incurrence and either:




     (1) the Debt is Debt of the Company or a Future Guarantor and after giving effect to
the Incurrence of the Debt and the application of the proceeds thereof, the Consolidated
Fixed Charges Coverage Ratio would be greater than 2.00 to 1.00, or




     (2) the Debt is Permitted Debt.



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     “Permitted Debt” means:




     (a) Debt of the Company evidenced by the Original Notes;




     (b) Debt of the Company or a Restricted Subsidiary Incurred under any Credit
Facilities, Incurred by the Company or a Restricted Subsidiary pursuant to a Real Estate
Financing Transaction, a Sale and Leaseback Transaction, an Equipment Financing Transaction
or Debt Issuances, Debt Incurred by the Company or a Restricted Subsidiary in respect of
Capital Lease Obligations and Purchase Money Debt, or Incurred by a Receivables Entity in a
Qualified Receivables Transaction that is not recourse to the Company or any other
Restricted Subsidiary of the Company (except for Standard Securitization Undertakings),
provided that the aggregate principal amount of all Debt of this kind at any one
time outstanding shall not exceed the greater of:




     (1) $1.6 billion, which amount shall be permanently reduced by the amount of
Net Available Cash from an Asset Sale used to Repay Debt Incurred pursuant to this
clause (b) pursuant to Section 4.07, and




     (2) the sum of the amounts equal to:




     (A) 50% of the book value of the inventory of the Company and the
Restricted Subsidiaries, and




     (B) 85% of the book value of the accounts receivable of the Company and
the Restricted Subsidiaries, in the case of each of clauses (A) and (B) as
of the most recently ended quarter of the Company for which financial
statements of the Company have been provided to the Holders of Notes;




     (c) Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a
Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary;
provided, however, that (1) any subsequent issue or transfer of Capital
Stock or other event that results in any Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of that Debt (except to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt by the
issuer thereof, and (2) if the Company is the obligor on that Indebtedness, the Indebtedness
is expressly subordinated to the prior payment in full in cash of all obligations with
respect to the Notes;




     (d) Debt of a Restricted Subsidiary outstanding on the date on which that Restricted
Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other
than Debt Incurred as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of transactions pursuant to
which that Restricted Subsidiary became a Subsidiary of the Company or was otherwise
acquired by the Company), provided that at the time that Restricted Subsidiary was
acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect
to the Incurrence of that Debt, (i) the Company would have been able to Incur $1.00 of
additional Debt pursuant to clause (1) of the first paragraph of this Section 4.04 or (ii)
the Consolidated Fixed Charges Coverage Ratio would have been greater than such ratio
immediately prior to such transaction and would be at least 1.75 to 1.0;




     (e) Debt under Interest Rate Agreements entered into by the Company or a Restricted
Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the
financial management of the Company or that Restricted Subsidiary and not for speculative
purposes, provided that the obligations under those agreements are related to
payment obligations on Debt otherwise permitted by the terms of this Section 4.04;




     (f) Debt under Currency Exchange Protection Agreements entered into by the Company or a
Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly
related to transactions entered into by the Company or that Restricted Subsidiary in the
ordinary course of business and not for speculative purposes;



-31-









 






     (g) Debt under Commodity Price Protection Agreements entered into by the Company or a
Restricted Subsidiary in the ordinary course of the financial management of the Company or
that Restricted Subsidiary and not for speculative purposes;




     (h) Debt in connection with one or more standby letters of credit or performance bonds
issued by the Company or a Restricted Subsidiary in the ordinary course of business or
pursuant to self-insurance obligations and not in connection with the borrowing of money or
the obtaining of advances or credit;




     (i) Debt arising from agreements of the Company or a Restricted Subsidiary providing
for indemnification, adjustment of purchase price or similar obligations, in each case,
incurred in connection with the disposition of any business, assets or Capital Stock of a
Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any
portion of such business, assets or Capital Stock; provided, however, that
the maximum aggregate liability in respect of all such Debt shall at no time exceed the
gross proceeds actually received by the Company or such Restricted Subsidiary in connection
with such disposition;




     (j) Debt outstanding on the Issue Date not otherwise described in clauses (a) through
(i) above;




     (k) Debt of the Company or a Restricted Subsidiary in an aggregate principal amount
outstanding at any one time not to exceed the greater of $150.0 million and 7.5% of the
Company’s Consolidated Net Tangible Assets (as calculated at the time of incurrence);




     (l) Debt of one or more Foreign Restricted Subsidiaries in an aggregate principal
amount outstanding at any one time not to exceed $100.0 million;




     (m) Guarantees of Debt otherwise permitted herein by a Future Guarantor; and




     (n) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause
(1) of the first paragraph of this Section 4.04 and clauses (a), (d) and (j) above.




     For purposes of determining compliance with any restriction on the incurrence of Debt
in dollars where Debt is denominated in a different currency, the amount of such Debt will
be the Dollar Equivalent determined on the date of such determination, provided that if any
such Debt denominated in a different currency is subject to a Currency Exchange Protection
Agreement (with respect to dollars) covering principal amounts payable on such Debt, the
amount of such Debt expressed in euros will be adjusted to take into account the effect of
such agreement. The principal amount of any Permitted Refinancing Debt Incurred in the same
currency as the Debt being Refinanced will be the Dollar Equivalent of the Debt Refinanced
determined on the date such Debt being Refinanced was initially Incurred. Notwithstanding
any other provision of this covenant, for purposes of determining compliance with this
Section 4.04, increases in Debt solely due to fluctuations in the exchange rates of
currencies will not be deemed to exceed the maximum amount that the Company or any
Restricted Subsidiary may Incur under any of clauses (a) through (n) of this Section 4.04.



     For purposes of determining compliance with this Section 4.04:




     (A) in the event that an item of Debt meets the criteria of more than one of the types
of Debt described above, the Company, in its sole discretion, will classify such item of
Debt at the time of Incurrence and only be required to include the amount and type of such
Debt in one of the above clauses; and




     (B) the Company will be entitled to divide and classify and reclassify an item of Debt
in more than one of the types of Debt described above.



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     SECTION 4.05. Limitation on Restricted Payments. The Company shall not make, and
shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment
if at the time of, and after giving effect to, the proposed Restricted Payment,



     (a) a Default or Event of Default shall have occurred and be continuing,



     (b) the Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of
the first paragraph of Section 4.04, or



     (c) the aggregate amount of that Restricted Payment and all other Restricted Payments declared
or made after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to
be based upon Fair Market Value) would exceed an amount equal to the sum of:




     (1) 50% of the aggregate amount of Consolidated Net Income accrued during the period
(treated as one accounting period) from March 1, 2010 to the end of the most recent fiscal
quarter ending at least 45 days prior to the date of the Restricted Payment (or if the
aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100%
of such deficit), plus




     (2) Capital Stock Sale Proceeds received after the Issue Date, plus




     (3) the sum of:




     (A) the aggregate net cash proceeds received by the Company or any
Restricted Subsidiary from the issuance or sale after the Issue Date of
convertible or exchangeable Debt that has been converted into or exchanged
for Capital Stock (other than Disqualified Stock) of the Company, and




     (B) the aggregate amount by which Debt of the Company or any Restricted
Subsidiary is reduced on the Company’s consolidated balance sheet on or
after the Issue Date upon the conversion or exchange of any Debt issued or
sold on or prior to the Issue Date that is convertible or exchangeable for
Capital Stock (other than Disqualified Stock) of the Company,




excluding, in the case of clause (A) or (B):




     (x) any Debt issued or sold to the Company or a Subsidiary of
the Company or an employee stock ownership plan or trust established
by the Company or any Subsidiary for the benefit of their employees,
and




     (y) the aggregate amount of any cash or other Property
distributed by the Company or any Restricted Subsidiary upon any such
conversion or exchange, plus




     (4) an amount equal to the sum of:




     (A) the net reduction in Investments in any Person other than the
Company or a Restricted Subsidiary resulting from dividends, repayments of
loans or advances or other transfers of Property made after the Issue Date,
in each case to the Company or any Restricted Subsidiary from that Person,
less the cost of the disposition of those Investments, and




     (B) the lesser of the net book value or the Fair Market Value of the
Company’s equity interest in an Unrestricted Subsidiary at the time the
Unrestricted Subsidiary is designated a Restricted Subsidiary
(provided that such designation occurs after the Issue Date);



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provided, however, that the foregoing sum shall not exceed, in the
case of any Person, the amount of Investments previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in that Person.




plus




     (5) an amount equal to the restricted payment availability as of the Issue Date under
the provisions corresponding to the foregoing in the indenture governing the Company’s 2016
Notes, which approximates $500.0 million as of February 28, 2010.


Notwithstanding the foregoing limitation, the Company may:





     (a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on
said declaration date, the dividends could have been paid in compliance with this Indenture;
provided, however, that the dividend shall be included in the calculation of
the amount of Restricted Payments;




     (b) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital
Stock of the Company or Subordinated Obligations in exchange for, or out of the proceeds of
the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified
Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an
employee stock ownership plan or trust established by the Company or any Subsidiary for the
benefit of their employees); provided, however, that




     (1) the purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted
Payments, and




     (2) the Capital Stock Sale Proceeds from the exchange or sale shall be excluded
from the calculation pursuant to clause (c)(2) above;




     (c) purchase, repurchase, redeem, legally defease, acquire or retire for value any
Subordinated Obligations in exchange for, or out of the proceeds of the substantially
concurrent sale of, Permitted Refinancing Debt; provided, however, that the
purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be
excluded in the calculation of the amount of Restricted Payments;




     (d) pay scheduled dividends (not constituting a return on capital) on Disqualified
Stock of the Company issued pursuant to and in compliance with Section 4.04;




     (e) permit a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay
dividends to shareholders of that Restricted Subsidiary that are not the parent of that
Restricted Subsidiary, so long as the Company or a Restricted Subsidiary that is the parent
of that Restricted Subsidiary receives dividends on a pro rata basis or on a basis that
results in the receipt by the Company or a Restricted Subsidiary that is the parent of that
Restricted Subsidiary of dividends or distributions of greater value than it would receive
on a pro rata basis;




     (f) make cash payments in lieu of fractional shares in connection with the exercise of
warrants, options or other securities convertible into Capital Stock of the Company;
provided, however, that such repurchases shall be excluded in the
calculation of the amount of Restricted Payments;




     (g) make repurchases of shares of common stock of the Company deemed to occur upon the
exercise of options to purchase shares of common stock of the Company if such shares of
common stock of the Company represent a portion of the exercise price of such options;
provided, however, that such repurchases shall be excluded in the
calculation of the amount of Restricted Payments;




     (h) pay dividends on the common stock of the Company following the first Equity
Offering of the Company after the Issue Date in an annual amount not to exceed 6% of the net
cash proceeds re-



-34-









 






ceived by the Company in such Equity Offering; provided, however, that
such dividends shall be included in the calculation of the amount of Restricted Payments;




     (i) repurchase shares of, or options to purchase shares of, common stock of the Company
from current or former officers, directors or employees of the Company or any of its
Subsidiaries (or permitted transferees of such current or former officers, directors or
employees), pursuant to the terms of agreements (including employment agreements) or plans
approved by the Board of Directors under which such individuals acquire shares of such
common stock; provided, however, that the aggregate amount of such
repurchases shall not exceed $20.0 million in any calendar year (with unused amounts in any
calendar year carried over to succeeding calendar years subject to a maximum of $40.0
million in any calendar year); and provided further, however, that
such repurchases shall be excluded in the calculation of the amount of Restricted Payments;




     (j) purchase, defease or otherwise acquire or retire for value any Subordinated
Obligations upon a Change of Control of the Company or an Asset Sale by the Company, to the
extent required by any agreement pursuant to which such Subordinated Obligations were
issued, but only if the Company has previously made the offer to purchase Notes required
under Section 4.12 or Section 4.07; provided, however, that such payments
shall be included in the calculation of the amount of Restricted Payments; and




     (k) make other Restricted Payments not to exceed $50.0 million in the aggregate.



     SECTION 4.06. Limitation on Liens. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than
Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless it has made or will make effective provision whereby the Notes will be
secured by that Lien equally and ratably with (or prior to) all other Debt of the Company or any
Restricted Subsidiary secured by that Lien.



     SECTION 4.07. Limitation on Asset Sales.



     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:




     (i) the Company or the Restricted Subsidiary receives consideration at the time of the
Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset
Sale;




     (ii) at least 75% of the consideration paid to the Company or the Restricted Subsidiary
in connection with such Asset Sale is in the form of cash or cash equivalents or the
assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary
(other than liabilities that are by their terms subordinated to the Notes) as a result of
which the Company and the Restricted Subsidiaries are no longer obligated with respect to
such liabilities; and




     (iii) the Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with the foregoing clauses (i) and (ii).




     For the purposes of this Section 4.07:




     (1) in the case of a transaction involving a sale of any distribution center by the
Company or a Restricted Subsidiary and the establishment of an outsourcing arrangement in
which the purchaser assumes distribution responsibilities on behalf of the Company or the
Restricted Subsidiary, any credits or other consideration the purchaser grants to the
Company or the Restricted Subsidiary as part of the purchase price of the distribution
center, which credits or other consideration effectively offset future payments due from the
Company or the Restricted Subsidiary to the purchaser as part of the outsourcing
arrangement, will be considered to be cash equivalents;



-35-









 






     (2) securities or other assets received by the Company or any Restricted Subsidiary
from the transferee that are converted by the Company or such Restricted Subsidiary into
cash within 180 days shall be considered to be cash to the extent of the cash received in
that conversion;




     (3) any cash consideration paid to the Company or the Restricted Subsidiary in
connection with the Asset Sale that is held in escrow or on deposit to support
indemnification, adjustment of purchase price or similar obligations in respect of such
Asset Sale shall be considered to be cash;




     (4) Productive Assets received by the Company or any Restricted Subsidiary in
connection with the Asset Sale shall be considered to be cash; and




     (5) the requirement that at least 75% of the consideration paid to the Company or the
Restricted Subsidiary in connection with the Asset Sale be in the form of cash or cash
equivalents shall also be considered satisfied if the cash received constitutes at least 75%
of the consideration received by the Company or the Restricted Subsidiary in connection with
such Asset Sale, determined on an after-tax basis.



     (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the
Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects
(or is required by the terms of any Debt):




     (i) to Repay Debt of the Company (excluding, in any such case, any Debt that (A)
constitutes a Subordinated Obligation or (B) is owed to the Company or an Affiliate of the
Company); or




     (ii) to reinvest in Additional Assets (including by means of an Investment in
Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company
or another Restricted Subsidiary), provided, however, that the Net Available
Cash (or any portion thereof) from Asset Sales from the Company to any Subsidiary must be
reinvested in Additional Assets of the Company.



     (c) Any Net Available Cash from an Asset Sale not applied in accordance with the preceding
paragraph within 360 days from the date of the receipt of such Net Available Cash or that the
Company earlier elects to so designate shall constitute “Excess Proceeds.”



     When the aggregate amount of Excess Proceeds not previously subject to a Prepayment Offer (as
defined below) exceeds $50.0 million (taking into account income earned on those Excess Proceeds,
if any), the Company will be required to make an offer to purchase (the “Prepayment Offer”) the
Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest payment date),
in accordance with the procedures (including prorating in the event of oversubscription) set forth
in this Indenture. To the extent that any portion of the amount of Net Available Cash remains after
compliance with the preceding sentence and provided that all Holders of Notes have been
given the opportunity to tender their Notes for purchase in accordance with this Indenture, the
Company or such Restricted Subsidiary may use the remaining amount for any purpose permitted by
this Indenture and the amount of Excess Proceeds will be reset to zero.



     The term “Allocable Excess Proceeds” will mean the product of:




     (a) the Excess Proceeds, and




     (b) a fraction,




     (1) the numerator of which is the aggregate principal amount of the Notes
outstanding on the date of the Prepayment Offer, and




     (2) the denominator of which is the sum of the aggregate principal amount of
the Notes outstanding on the date of the Prepayment Offer and the aggregate
principal amount of



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other Debt of the Company outstanding on the date of the Prepayment Offer that
is pari passu in right of payment with the Notes and subject to terms and conditions
in respect of Asset Sales similar in all material respects to the covenant described
hereunder and requiring the Company to make an offer to purchase such Debt at
substantially the same time as the Prepayment Offer.



     (d) (1) Not later than five Business Days after the Company is obligated to make a Prepayment
Offer as described in the preceding paragraph, the Company shall send a written notice, by
first-class mail, to the Holders of Notes, accompanied by information regarding the Company and its
Subsidiaries as the Company in good faith believes will enable the Holders to make an informed
decision with respect to that Prepayment Offer. The notice shall state, among other things, the
purchase price and the purchase date, which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date the
notice is mailed.




     (2) Not later than the date upon which written notice of a Prepayment Offer is
delivered to the Trustee as provided above, the Company shall deliver to the Trustee an
Officers’ Certificate as to (i) the amount of the Prepayment Offer (the “Offer Amount”),
(ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such
Prepayment Offer is being made and (iii) the compliance of such allocation with the
provisions of clause (c) of this section 4.07. On or before the purchase date, the Company
shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company
or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in
Temporary Cash Investments (other than in those enumerated in clause (b) of the definition
of Temporary Cash Investments), maturing on the last day prior to the purchase date or on
the purchase date if funds are immediately available by open of business, an amount equal to
the Offer Amount to be held for payment in accordance with the provisions of this Section.
Upon the expiration of the period for which the Prepayment Offer remains open (the “Offer
Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions
thereof that have been properly tendered to and are to be accepted by the Company. The
Trustee or the Paying Agent shall, on the purchase date, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the aggregate
purchase price of the Notes delivered by the Company to the Trustee is less than the Offer
Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately
after the expiration of the Offer Period for application in accordance with this Section.




     (3) Holders electing to have a Note purchased shall be required to surrender the Note,
with an appropriate form duly completed, to the Company or its agent at the address
specified in the notice at least three Business Days prior to the purchase date. Holders
shall be entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the
Note that was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Note purchased. If at the expiration of the Offer
Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer
Amount, the Company shall select the Notes to be purchased on a pro rata basis for all
Notes, (with such adjustments as may be deemed appropriate by the Company so that only Notes
in denominations of $10,000, or integral multiples of $1,000 thereafter, shall be
purchased). Holders whose Notes are purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered.




     (4) At the time the Company delivers Notes to the Trustee that are to be accepted for
purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes
are to be accepted by the Company pursuant to and in accordance with the terms of this
Section. A Note shall be deemed to have been accepted for purchase at the time the Trustee
or the applicable Paying Agent mails or delivers payment therefor to the surrendering
Holder.



     (e) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this
Section by virtue thereof.



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     SECTION 4.08. Limitation on Restrictions on Distributions from Restricted
Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on
the right of any Restricted Subsidiary to:



     (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of
its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted
Subsidiary,



     (b) make any loans or advances to the Company or any other Restricted Subsidiary, or



     (c) transfer any of its Property to the Company or any other Restricted Subsidiary.



     The foregoing limitations will not apply:




     (1) with respect to clauses (a), (b) and (c), to restrictions:




     (A) in effect on the Issue Date,




     (B) relating to Debt of a Restricted Subsidiary and existing at the
time it became a Restricted Subsidiary if such restriction was not created
in connection with or in anticipation of the transaction or series of
transactions pursuant to which that Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company,




     (C) that result from the Refinancing of Debt Incurred pursuant to an
agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or
(B) below, provided that restriction is no less favorable to the
Holders of Notes than those under the agreement evidencing the Debt so
Refinanced,




     (D) resulting from the Incurrence of any Permitted Debt described in
clause (b) of the second paragraph of Section 4.04, provided that
the restriction is no less favorable to the Holders of Notes than the
restrictions of the same type contained in this Indenture, or




     (E) constituting Standard Securitization Undertakings relating solely
to, and restricting only the rights of, a Receivables Entity in connection
with a Qualified Receivables Transaction, and




     (2) with respect to clause (c) only, to restrictions:




     (A) relating to Debt that is permitted to be Incurred and secured
without also securing the Notes pursuant to Section 4.04 and Section 4.06
that limit the right of the debtor to dispose of the Property securing that
Debt,




     (B) encumbering Property at the time the Property was acquired by the
Company or any Restricted Subsidiary, so long as the restriction relates
solely to the Property so acquired and was not created in connection with or
in anticipation of the acquisition,




     (C) resulting from customary provisions restricting subletting or
assignment of leases or customary provisions in other agreements (including,
without limitation, intellectual property licenses entered into in the
ordinary course of business) that restrict assignment of the agreements or
rights thereunder, or




     (D) which are customary restrictions contained in asset sale agreements
limiting the transfer of Property pending the closing of the sale.



-38-









 





     SECTION 4.09. Limitation on Transactions with Affiliates. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or
enter into or suffer to exist any transaction or series of transactions (including the purchase,
sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any
service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”),
unless:



     (a) the terms of such Affiliate Transaction are:




     (1) set forth in writing, and




     (2) no less favorable to the Company or that Restricted Subsidiary, as the case may be,
than those that could be obtained in a comparable arm’s-length transaction with a Person
that is not an Affiliate of the Company, and



     (b) if the Affiliate Transaction involves aggregate payments or value in excess of $25.0
million, the Board of Directors (including a majority of the disinterested members of the Board of
Directors) approves the Affiliate Transaction and, in its good faith judgment, believes that the
Affiliate Transaction complies with clauses (a)(1) and (2) of this paragraph as evidenced by a
Board Resolution promptly delivered to the Trustee.


Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into
or suffer to exist the following:





     (a) any transaction or series of transactions between the Company and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary
course of business, provided that no more than 5% of the total voting power of the
Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an
Affiliate of the Company (other than a Restricted Subsidiary);




     (b) any Restricted Payment permitted to be made pursuant to Section 4.05 or any
Permitted Investment;




     (c) the payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of officers, directors and employees of the Company or any
of the Restricted Subsidiaries, so long as, in the case of executive officers and directors,
the Board of Directors in good faith shall have approved the terms thereof and deemed the
services theretofore or thereafter to be performed for the compensation to be fair
consideration therefor;




     (d) loans and advances to employees made in the ordinary course of business in
compliance with applicable laws and consistent with the past practices of the Company or
that Restricted Subsidiary, as the case may be, provided that those loans and
advances do not exceed $20.0 million in the aggregate at any one time outstanding;




     (e) any transaction effected as part of a Qualified Receivables Transaction or any
transaction involving the transfer of accounts receivable of the type specified in the
definition of “Credit Facility” and permitted under clause (b) of the second paragraph of
Section 4.04;




     (f) the Existing Policies or any transaction contemplated thereby; and




     (g) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company.



     SECTION 4.10. Designation of Restricted and Unrestricted Subsidiaries. The Board of
Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if:



     (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or
hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and



-39-









 





     (b) any of the following:




     (1) the Subsidiary to be so designated has total assets of $1,000 or less,




     (2) if the Subsidiary has consolidated assets greater than $1,000, then the designation
would be permitted under Section 4.05, or




     (3) the designation is effective immediately upon the entity becoming a Subsidiary of
the Company.


Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the
Company will be classified as a Restricted Subsidiary; provided, however, that the
Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as
an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the
second immediately following paragraph will not be satisfied after giving pro forma effect to the
classification or if the Person is a Subsidiary of an Unrestricted Subsidiary.




     Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any
Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides
that the holder thereof may (with the passage of time or notice or both) declare a default thereon
or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the
occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted
Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Company or the
Restricted Subsidiary is liable for that Debt (including any right to take enforcement action
against that Unrestricted Subsidiary).



     The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary
if, immediately after giving pro forma effect to the designation,




     (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of
the first paragraph of Section 4.04, and




     (y) no Default or Event of Default shall have occurred and be continuing or would
result therefrom.



     Any designation or redesignation of this kind by the Board of Directors will be evidenced to
the Trustee by filing with the Trustee a Board Resolution giving effect to the designation or
redesignation and an Officers’ Certificate that:




     (a) certifies that the designation or redesignation complies with the foregoing
provisions, and




     (b) gives the effective date of the designation or redesignation, and the filing with
the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in
which the designation or redesignation is made (or, in the case of a designation or
redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90
days after the end of that fiscal year).



     SECTION 4.11. Limitation on Sale and Leaseback Transactions. The Company shall not,
and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction
with respect to any Property unless:



     (a) the Company or that Restricted Subsidiary would be entitled to:




     (1) Incur Debt in an amount equal to the Attributable Debt with respect to that Sale
and Leaseback Transaction pursuant to Section 4.04, and



-40-









 






     (2) create a Lien on the Property securing that Attributable Debt without also securing
the Notes pursuant to Section 4.06, and



     (b) the Sale and Leaseback Transaction is effected in compliance with Section 4.07.



     SECTION 4.12. Change of Control.



     (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to
require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at a purchase price (the “Change of Control
Purchase Price”) equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the purchase date (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date).



     (b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of
the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar
business news service in the United States and (ii) send, by first-class mail, with a copy to the
Trustee, to each Holder of Notes, at such Holder’s address appearing in the Note Register, a notice
stating: (A) that a Change of Control Offer is being made pursuant to this Section 4.12 and that
all Notes timely tendered will be accepted for payment; (B) the Change of Control Purchase Price
and the purchase date, which shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed
(the “Change of Control Payment Date”); (C) the circumstances and relevant facts regarding the
Change of Control (including information with respect to pro forma historical income, cash flow and
capitalization after giving effect to the Change of Control); and (D) the procedures that Holders
of Notes must follow in order to tender their Notes (or portions thereof) for payment and the
procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or
portions thereof) for payment.



     (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Company or its agent at the address specified in the notice
at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled
to withdraw their election if the Trustee or the Company receives not later than one Business Day
prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder
and a statement that such Holder is withdrawing its election to have such Note purchased.



     (d) Prior to the Change of Control Payment Date, the Company shall irrevocably deposit with
either the Trustee or with the Paying Agent (with respect to the Euro Notes, the Paying Agent) (or,
if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and
hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the
Holders entitled thereto, to be held for payment in accordance with the provisions of this Section.
On the Change of Control Payment Date, the Company shall deliver to the Trustee the Notes or
portions thereof that have been properly tendered to and are to be accepted by the Company for
payment. The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or
deliver payment to each tendering Holder of the Change of Control Purchase Price. In the event that
the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to
the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver
the excess to the Company immediately after the Change of Control Payment Date.



     (e) The Company will not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.



     (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the purchase of
Notes pursuant to this Section. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section by virtue thereof.



-41-









 





     (g) If and for so long as the Euro Notes are listed on the Official List of the Luxembourg
Stock Exchange and admitted for trading on the Euro MTF Market, the Company will publish notices
relating to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg
(which is expected to be the Luxembourg Wort) or, to the extent and in the manner permitted by such
rules, post such notices on the official website of the Luxembourg Stock Exchange (www.bourse.lu).



     SECTION 4.13. Further Instruments and Acts. Upon request of the Trustee, the Company
shall execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.



     SECTION 4.14. Future Subsidiary Guarantors. The Company may, at any time after the
Issue Date, cause one or more of its Restricted Subsidiaries to Guarantee the Notes. Upon any
Guarantee of the notes by a Future Guarantor, such Future Guarantor will execute and deliver to the
Trustee a supplemental indenture pursuant to which such Future Guarantor shall Guarantee payment of
the Notes.



     SECTION 4.15. Payment of Additional Amounts. The Company will, subject to the
exceptions and limitations set forth below, pay as additional interest on the Euro Notes such
additional amounts as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Euro Notes to a Holder who is not a United States Person,
after deduction for any present or future tax, assessment or other governmental charge of the
United States or a political subdivision or taxing authority of or in the United States, imposed by
withholding with respect to the payment, will not be less than the amount provided in the Euro
Notes to be then due and payable; provided, however, that the foregoing obligation
to pay additional amounts shall not apply:




     (a) to any tax, assessment or other governmental charge that is imposed or withheld
solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or shareholder
of the Holder if the Holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder, being considered
as:




     (1) being or having been engaged in a trade or business or present in the
United States or having or having had a permanent establishment in the United
States;




     (2) having a current or former connection with the United States, including
being or having been a citizen or resident of the United States;




     (3) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with respect
to the United States or a corporation that has accumulated earnings to avoid United
States federal income tax;




     (4) being or having been a “10-percent shareholder” of the Company as defined
in section 871(h)(3) of the Code or any successor provision; or




     (5) being a bank receiving payments on an extension of credit made pursuant to
a loan agreement entered into the ordinary course of its trade or business;




     (b) to any Holder that is not the sole beneficial owner of the Euro Notes, or a portion
of the Euro Notes, or that is a fiduciary or partnership, but only to the extent that a
beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the
partnership would not have been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment;




     (c) to any tax, assessment or other governmental charge that would not have been
imposed but for the failure of the Holder or any other Person to comply with certification,
identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or beneficial owner of the Euro
Notes, if compliance is required by statute, by regula-



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tion of the United States Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption from such tax, assessment
or other governmental charge;




     (d) to any tax, assessment or other governmental charge that is imposed otherwise than
by withholding by the Company or a paying agent from the payment;




     (e) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or
personal property tax or similar tax, assessment or other governmental charge;




     (f) where withholding or deduction is imposed on a payment and is required to be made
pursuant to European Union Directive 2003/48/EC or any other directive implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, that Directive;




     (g) to any tax, assessment or other governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on any Note, if such payment can
be made without such withholding by at least one other paying agent;




     (h) to any tax, assessment or other governmental charge that would not have been
imposed but for the presentation by the Holder of any Note, where presentation is required,
for payment on a date more than 30 days after the date on which payment became due and
payable or the date on which payment thereof is duly provided for, whichever occurs later;
or




     (i) in the case of any combination of items (a) through (h).



ARTICLE V




Successor Company



     SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not merge,
consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned
Restricted Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or series of transactions
unless:




     (a) the Company shall be the surviving Person (the “Surviving Person”) or the Surviving
Person (if other than the Company) formed by that merger, consolidation or amalgamation or
to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be
a corporation organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia;




     (b) the Surviving Person (if other than the Company) expressly assumes, by supplemental
indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by that
Surviving Person, the due and punctual payment of the principal of, and premium, if any, and
interest on, all the Notes, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be performed by the
Company;




     (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition
of all or substantially all the Property of the Company, that Property shall have been
transferred as an entirety or virtually as an entirety to one Person;




     (d) immediately before and after giving effect to that transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause
(e) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person or any Restricted Subsidiary as a result of that transaction or series of
transactions as having been Incurred by the Surviving Person or the Restricted Subsidiary at
the time of that transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;



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     (e) immediately after giving effect to that transaction or series of transactions on a
pro forma basis, the Company or the Surviving Person, as the case may be, (i) would be able
to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of
Section 4.04, or (ii) the Consolidated Fixed Charges Coverage Ratio would be greater than
such ratio immediately prior to such transaction and would be at least 1.75 to 1.0,
provided, however, that this clause (e) shall not be applicable to the
Company merging, consolidating or amalgamating with or into an Affiliate incorporated solely
for the purpose of reincorporating the Company in another State of the United States so long
as the amount of Debt of the Company and the Restricted Subsidiaries is not increased
thereby;




     (f) the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each stating that the transaction and the supplemental indenture, if any, in
respect thereto comply with this Section and that all conditions precedent herein provided
for relating to the transaction and the execution and delivery of a supplemental indenture,
as applicable, have been satisfied; and




     (g) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax purposes as
a result of the transaction and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if that transaction had
not occurred.



     The Surviving Person shall succeed to, and be substituted for, and may exercise every right
and power of the Company under this Indenture, but the predecessor Company in the case of:




     (a) a sale, transfer, assignment, conveyance or other disposition (unless that sale,
transfer, assignment, conveyance or other disposition is of all the assets of the Company as
an entirety or virtually as an entirety), or




     (b) a lease,


shall not be released from any obligation to pay the principal of, premium, if any, and interest
on, the Notes.




ARTICLE VI




Defaults and Remedies



     SECTION 6.01. Events of Default. The following events shall be “Events of Default”:




     (1) the Company defaults in any payment of interest on any Note when the same becomes
due and payable, and such default continues for a period of 30 days;




     (2) the Company defaults in the payment of the principal of, or premium, if any, on any
Note when the same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise;




     (3) the Company fails to comply with Article V;




     (4) the Company fails to comply with any other covenant or agreement in the Notes or in
this Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or
(3)) and such failure continues for 30 days after written notice is given to the Company as
specified below;




     (5) a default under any Debt by the Company or any Restricted Subsidiary that results
in acceleration of the maturity of that Debt, or failure to pay any Debt at maturity, in an
aggregate amount greater than $50.0 million or its foreign currency equivalent at the time;



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     (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




     (A) commences a voluntary case;




     (B) consents to the entry of an order for relief against it in an
involuntary case;




     (C) consents to the appointment of a Custodian of it or for any
substantial part of its property; or




     (D) makes a general assignment for the benefit of its creditors;




or takes any comparable action under any foreign laws relating to insolvency;




     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company or any Significant Subsidiary in
an involuntary case;




     (B) appoints a Custodian of the Company or any Significant Subsidiary
or for any substantial part of its property;




     (C) orders the winding up or liquidation of the Company or any
Significant Subsidiary; or




     (D) grants any similar relief under any foreign laws; and in each such
case the order or decree remains unstayed and in effect for 30 days; or




     (8) any judgment or judgments for the payment of money in an aggregate amount in excess
of $50.0 million (or its foreign currency equivalent at the time) that shall be rendered
against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or
discharged for any period of 30 consecutive days during which a stay of enforcement shall
not be in effect.



     The foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



     The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.



     A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding notify the Company (and in
the case of such notice by Holders, the Trustee) of the Default and the Company does not cure that
Default within the time specified after receipt of such notice. The notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of Default”.



     The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any Event of Default and any event that with the
giving of notice or the lapse of time would become an Event of Default, its status and what action
the Company is taking or proposes to take with respect thereto.



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     SECTION 6.02. Acceleration. If an Event of Default with respect to the Notes (other
than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company) shall
have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in
aggregate principal amount of Notes then outstanding may, by notice to the Company and the Trustee,
declare to be immediately due and payable the principal amount of all the applicable Notes then
outstanding, plus accrued but unpaid interest to the date of acceleration. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of Default specified
in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and accrued and
unpaid interest on all the Notes shall be due and payable immediately without any declaration or
other act by the Trustee or the Holder of the Notes. After any such acceleration but before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Notes by notice to the Trustee and the Company may
rescind any declaration of acceleration if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except nonpayment of
principal, premium, or interest that has become due solely because of the acceleration. No such
rescission shall affect any subsequent Default or impair any right consequent thereto.



     SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of, or premium, if any,
or interest on, the Notes or to enforce the performance of any provision of the Notes or this
Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of
any other remedy. All available remedies are cumulative.



     SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may waive an existing
Default and its consequences except (i) a Default in the payment of the principal of or interest on
a Note or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Noteholder affected. When a Default is waived, it is deemed cured, but
no such waiver shall extend to any subsequent or other Default or impair any consequent right.



     SECTION 6.05. Control by Majority. The Holders of a majority in aggregate principal
amount of the Notes then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the
rights of other Noteholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or
powers hereunder at the request or direction of any of the Holders, unless the Holders shall have
offered to the Trustee indemnity reasonably satisfactory to it.



     SECTION 6.06. Limitation on Suits. A Noteholder may not pursue any remedy with
respect to this Indenture or the Notes unless:




     (1) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default;




     (2) the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding shall have made a written request, and such Holder or Holders shall have offered
security or indemnity, to the Trustee reasonably satisfactory to it to pursue such
proceeding as trustee; and




     (3) the Trustee has failed to institute such proceeding and has not received from the
Holders of at least a majority in aggregate principal amount of the Notes outstanding a
direction inconsistent with such request, within 60 days after such notice, request and
offer.



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     The foregoing limitations on the pursuit of remedies by a Noteholder shall not apply to a suit
instituted by a Holder of Notes for the enforcement of payment of the principal of, and premium, if
any, or interest on such Note on or after the applicable due date specified in such Note. A
Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a
preference or priority over another Noteholder (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders).



     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of and
interest on the Notes held by such Holder, on or after the respective due dates expressed in the
Notes, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.



     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) and the amounts provided for in this
Indenture.



     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Noteholders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for such compensation as
agreed upon in writing by the parties hereto, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under this Indenture, or in
connection with the transactions contemplated hereunder.



     SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order:




     FIRST: to the Trustee for amounts due under this Indenture;




     SECOND: to Noteholders for amounts due and unpaid on the Notes for principal and
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Notes for principal and interest, respectively; and




     THIRD: to the Company.



     The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to
this Section. At least 15 days before such record date, the Company shall mail to each Noteholder
and the Trustee a notice that states the record date, the payment date and amount to be paid.



     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Notes.



     SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may
lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly



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waives all benefit or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.




ARTICLE VII




Trustee



     SECTION 7.01. Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied duties, covenants or obligations
shall be read into this Indenture against the Trustee; and




     (2) in the absence of willful misconduct on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture but
need not confirm or investigate the accuracy of any mathematical calculations or other facts
stated therein.



     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to the terms of
this Indenture.



     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.



     (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company.



     (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.



     (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers.



     (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section and to the
provisions of the TIA and the provisions of this Article VII shall apply to the Trustee in its role
as Registrar, Paying Agent and Note Custodian.



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     (i) The Trustee shall not be deemed to have notice of a Default or an Event of Default unless
(a) the Trustee has received written notice thereof from the Company or any Holder or (b) a Trust
Officer shall have actual knowledge thereof.



     SECTION 7.02. Rights of Trustee.



     (a) The Trustee may conclusively rely on any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document. The Trustee may, however,
in its discretion make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company, personally or by agent or
attorney at the expense of the Company and shall incur no liability or additional liability of any
kind by reason of such inquiry or investigation.



     (b) Before the Trustee acts or refrains from acting, it shall receive an Officers’ Certificate
and an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.



     (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within its rights or powers; provided,
however, that the Trustee’s conduct does not constitute willful misconduct or negligence.



     (e) The Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes shall be full and
complete authorization and protection from liability in respect to any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel.



     (f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty unless so specified herein.



     (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee
in compliance with such request or direction.



     (h) The Trustee may employ or retain accountants, appraisers or other experts or advisers as
it may reasonably require for the purpose of determining and discharging its rights and duties
hereunder and shall not be responsible for any misconduct on the part of any of them.



     (i) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee (in accordance with the notice provisions of this
Indenture) and such notice references the Notes and this Indenture.



     (k) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.



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     (l) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder.



     (m) The Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.



     The provisions of this Section 7.02 shall survive satisfaction and discharge or the
termination, for any reason, of this Indenture and the resignation and/or removal of the Trustee.



     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-registrar may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.



     SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity, priority or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company in this Indenture or in any other document other than
the certificate of authentication executed by the Trustee.



     SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each Noteholder notice of
the Default or Event of Default within 90 days after it is known to a Trust Officer or written
notice of it is received by the Trustee. Except in the case of a Default or Event of Default in
payment of principal of or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Trust Officers in good faith determines that withholding the notice is in the
interests of Noteholders.



     SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each
December 31 beginning with December 31, 2010, and in any event prior to March 31 in each year, the
Trustee shall mail to each Noteholder a brief report dated as of December 31 each year that
complies with TIA § 313(a), if and to the extent required by such subsection. The Trustee shall
also comply with TIA § 313(b).



     A copy of each report at the time of its mailing to Noteholders shall be filed with the SEC
and each stock exchange (if any) on which the Notes are listed. The Company agrees to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting
thereof.



     SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from
time to time such compensation for its services as agreed upon in writing by the parties hereto.
The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The
Company shall indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys’ fees) incurred by it in connection with the performance of its duties
hereunder and under the Agency Agreement and/or the transactions contemplated under this Indenture
or the Agency Agreement and the Trustee shall have no liability or responsibility for any action or
inaction on the part of any Paying Agent, Registrar, Authentication Agent or any successor trustee.
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder
except to the extent that the Company shall have been actually prejudiced as a result of such
failure. The Company shall defend the claim and the Trustee may have separate counsel and the
Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s
own willful misconduct or negligence. The Company need not pay for any settlement made by the
Trustee without the Company’s consent, such consent not to be unreasonably withheld. All
indemnifications and releases from liability granted hereunder to the Trustee shall extend to its
officers, directors, employees, agents, successors and assigns.



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     To secure the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee other than money or
property held in trust to pay principal of and interest on particular Notes.



     The Company’s payment obligations pursuant to this Section shall survive the resignation or
removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the
expenses are intended to constitute expenses of administration under the Bankruptcy Law.



     SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then
outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee.
The Company shall remove the Trustee if:




	 	(1)	 	the Trustee fails to comply with Section 7.10;
	 
	 	(2)	 	the Trustee is adjudged bankrupt or insolvent;
	 
	 	(3)	 	a receiver or other public officer takes charge of the Trustee or its property; or
	 
	 	(4)	 	the Trustee otherwise becomes incapable of acting.





     If the Trustee resigns, is removed by the Company or by the Holders of a majority in aggregate
principal amount of the Notes then outstanding and such Holders do not reasonably promptly appoint
a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.



     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, at the expense of the Company, or the Holders of 10% in
aggregate principal amount of the Notes then outstanding may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



     If the Trustee fails to comply with Section 7.10, any Noteholder who has been a bona fide
Holder of a Note for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.



     Notwithstanding the replacement or resignation of the Trustee pursuant to this Section, the
Company’s obligations under Section 7.07 shall continue for the benefit of the Trustee and survive
the termination of this Indenture.



     SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any such successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in the name of the



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successor to the Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Notes or in this Indenture provided that the certificate of the
Trustee shall have.




     SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of TIA § 310(a). The Trustee shall have (or, in the case of a corporation included
in a bank holding company system, the related bank holding company shall have) a combined capital
and surplus of at least $50,000,000 as set forth in its (or its related bank holding company’s)
most recent published annual report of condition. The Trustee shall comply with TIA § 310(b),
subject to the penultimate paragraph thereof; provided, however, that there shall
be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.



     SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall
comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.



ARTICLE VIII




Discharge of Indenture; Defeasance



     SECTION 8.01. Discharge of Liability on Notes; Defeasance.



     (a) When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Notes have become due
and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant
to Article III and the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such
redemption date (other than Notes replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to
Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on written demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Company.



     (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its
obligations under the Notes and this Indenture (“legal defeasance option”) or (ii) its obligations
under Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, and 4.12 and the operation of
Sections 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with
respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Section
5.01 (“covenant defeasance option”). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.



     If the Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Notes may not be accelerated because of an Event of Default specified in
Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately
preceding paragraph), 6.01(5), 6.01(6), 6.01(7) or 6.01(8) (with respect only to Significant
Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company
to comply with the limitations contained in clause (e) of Section 5.01.



     Upon satisfaction of the conditions set forth herein and upon request of the Company,
accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating to the defeasance contemplated have been complied with, the
Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.



     (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes have been paid in full.
Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive such satisfaction or
discharge.



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     SECTION 8.02. Conditions to Defeasance. The Company may exercise its legal defeasance
option or its covenant defeasance option only if:




     (1) the Company irrevocably deposits in trust with the Trustee money in U.S. Dollars or
U.S. Government Obligations for the payment of principal of and interest (including premium,
if any) on the Dollar Notes or European Government Obligations for the payment of principal
of and interest (including premium, if any) on the Euro Notes, as the case may be, in each
case to maturity or redemption;




     (2) the Company delivers to the Trustee a certificate from a nationally recognized
accounting firm expressing their opinion that the payments of principal and interest when
due and without reinvestment on the deposited Government Obligations plus any deposited
money without investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest (including premium, if any) when due on all the
Notes to maturity or redemption, as the case may be;




     (3) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(6) or (7) occurs with respect to the Company or any other Person
making the deposit that is continuing at the end of the period;




     (4) no Default or Event of Default has occurred and is continuing on the date of the
deposit and after giving effect thereto;




     (5) the deposit does not constitute a default under any other agreement or instrument
binding on the Company;




     (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;




     (7) in the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Noteholders will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such defeasance had not
occurred;




     (8) in the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize
income, gain or loss for Federal income tax purposes as a result of such covenant defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not occurred; and




     (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Notes as contemplated by this Article VIII have been complied with.



     Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of Notes at a future date in accordance with Article III.



     SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or
Government Obligations deposited with it pursuant to this Article VIII. It shall apply the
deposited money and the money from Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Notes.




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     SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over
to the Company upon written request any excess money or securities held by them upon satisfaction
of the conditions and occurrence of the events set forth in this Article VIII.



     Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal or interest that
remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to
the Company for payment as general creditors.



     SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against deposited Government
Obligations or the principal and interest received on such Government Obligations.



     SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article
VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or
Government Obligations in accordance with this Article VIII; provided, however,
that, if the Company has made any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Obligations held by the Trustee or
Paying Agent.



ARTICLE IX




Amendments



     SECTION 9.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture or
the Notes without notice to or consent of any Noteholder:




     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Article V;




     (3) to provide for uncertificated Notes in addition to or in place of certificated
Notes; provided, however, that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Code;




     (4) to add Guarantees with respect to the Notes;




     (5) to secure the Notes, to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;




     (6) to comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA;




     (7) to make any change that does not adversely affect the rights of any Noteholder; or




     (8) to provide for the issuance of additional Notes in accordance with this Indenture.



     After an amendment under this Section becomes effective, the Company shall mail to Noteholders
a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or
any defect therein, shall not impair or affect the validity of an amendment under this Section.



     SECTION 9.02. With Consent of Holders. The Company and the Trustee may amend this Indenture or the
Notes without notice to any Noteholder but with the written consent of the Holders of at least a
majority in



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aggregate principal amount of the Notes then outstanding (including consents obtained
in connection with a tender offer or exchange offer for the Notes); provided that if an
amendment will only affect the Dollar Notes or the Euro Notes, only the consent of the Holders of
at least a majority in principal amount of the then outstanding Dollar Notes or Euro Notes (and not
the consent of at least a majority of Holders of all Notes), as the case may be, shall be required.
However, without the consent of each Noteholder affected thereby, an amendment may not:





     (1) reduce the amount of Notes whose Holders must consent to an amendment;




     (2) reduce the rate of or extend the time for payment of interest on any Note;




     (3) reduce the principal of or extend the Stated Maturity of any Note;




     (4) reduce the amount payable upon the redemption or repurchase of any Note under
Article III or Section 4.07 or 4.12, change the time at which any Note may be redeemed in
accordance with Article III, or, at any time after a Change of Control or Asset Sale has
occurred, change the time at which any Change of Control Offer or Prepayment Offer must be
made or at which the Notes must be repurchased pursuant to such Change of Control Offer or
Prepayment Offer;




     (5) make any Note payable in money other than that stated in such Note;




     (6) release any security interest that may have been granted in favor of the Holders
other than pursuant to the terms of the agreement granting that security interest;




     (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section; or




     (8) subordinate the Notes to any other obligation of the Company.



     It shall not be necessary for the consent of the Holders under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent approves the
substance thereof.



     After an amendment under this Section becomes effective, the Company shall promptly mail to
Noteholders (with a copy to the Trustee) a notice briefly describing such amendment. The failure to
give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section.



     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Notes
shall comply with the TIA as then in effect.



     SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver
by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of
the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the
consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective. After an amendment
or waiver becomes effective, it shall bind every Noteholder. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Noteholders entitled to give their consent or take any other action described above
or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such
record date (or their duly designated proxies), and only those Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.



     SECTION 9.05. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver such Note to the Trustee. The Trustee may
place an appropri-



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ate notation on the Note regarding the changed terms and return such Note to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the
Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Note shall not affect the validity of
such amendment.




     SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant
to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall receive indemnity reasonably satisfactory to it and to receive, and
(subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers’
Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.



     SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall,
directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee
or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration is offered to be
paid to all Holders that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.



ARTICLE X




Miscellaneous



     SECTION 10.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or
conflicts with another provision that is required to be included in this Indenture by the TIA, the
required provision shall control.



     SECTION 10.02. Notices. Any notice or communication shall be in writing and delivered in person or
mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail
promptly thereafter) and addressed as follows:


if to the Company:



Levi Strauss & Co.

Levi’s Plaza

1155 Battery Street

San Francisco, CA 94111

Facsimile: (415) 501-7650

Attention of: Legal Department



if to the Trustee:



Wells Fargo Bank, National Association

707 Wilshire Boulevard

Los Angeles, CA 90017

Facsimile: (213) 614-3355

Attention of: Corporate Trust Department




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



     Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the
Noteholder’s address as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed. So long as the Notes are listed on the
Luxembourg Stock Exchange and it is required by the rules
of the Luxembourg Stock Exchange, such notice shall be published in English in a leading
newspaper having gen-



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eral circulation in Luxembourg (which is expected to be the Luxembourg Wort) or
to the extent and in the manner permitted by such rules posted on the website of the Luxembourg
Stock Exchange (www.bourse.lu).




     Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect
its sufficiency with respect to other Noteholders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it.



     SECTION 10.03. Communication by Holders with Other Holders. Noteholders may communicate pursuant to
TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).



     SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application
by the Company to the Trustee to take or refrain from taking any action under this Indenture, the
Company shall furnish to the Trustee:




     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.



     SECTION 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with
respect to compliance with a covenant or condition provided for in this Indenture shall include:




     (1) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such individual, such covenant
or condition has been fully complied with.



     SECTION 10.06. Annual Officer’s Certificate as to Compliance. Not later than June 1 every year,
beginning with June 1, 2010, the Company shall deliver to the Trustee a certificate (which need not
comply with Section 10.05 of this Indenture) executed by the principal executive officer, principal
financial officer or principal accounting officer of the Company as to such officer’s knowledge of
the Company’s compliance with all conditions and covenants under this Indenture, such compliance to
be determined without regard to any period of grace or requirement of notice provided under this
Indenture.



     SECTION 10.07. When Notes Disregarded. In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or
by any Person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered
in any such determination.



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     SECTION 10.08. Rules by Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules
for action by or a meeting of Noteholders. The Registrar and the Paying Agents or co-registrar may
make reasonable rules for their functions.



     SECTION 10.09. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the
record date shall not be affected.



     SECTION 10.10. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     SECTION 10.11. No Recourse Against Others. A director, officer, employee or stockholder, as such, of
the Company shall not have any liability for any obligations of the Company under the Notes or this
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Notes.



     SECTION 10.12. Successors. All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its successors.



     SECTION 10.13. Multiple Originals. The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. One signed
copy is enough to prove this Indenture. Delivery of an executed signature page by facsimile or
electronic transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed
counterpart hereof.



     SECTION 10.14. Table of Contents; Headings. The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.



     SECTION 10.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



     SECTION 10.16. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section
326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The parties to this Indenture agree that they will provide the Trustee
with such information within the Company’s custody or control or as the Company may reasonably
obtain that the Trustee may request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.



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     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	LEVI STRAUSS & CO.

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



[Signature Page to the Indenture]





 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Maddy Hall
 	 
	 	 	Name:  	Maddy Hall 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to the Indenture]






 









 








APPENDIX A




PROVISIONS RELATING TO INITIAL NOTES

AND EXCHANGE NOTES





     1. Definitions



     1.1 Definitions



     For the purposes of this Appendix A the following terms shall have the meanings indicated
below:




     “Clearstream” means Clearstream Banking, S.A. or any successor securities clearing
agency.




     “Definitive Note” means a certificated Initial Note or Exchange Note or Private
Exchange Note bearing, if required, the restricted securities legend set forth in Section
2.3(c).




     “Depositary” means (i) with respect to the Dollar Notes, The Depository Trust Company,
its nominees and their respective successors and (ii) with respect to the Euro Notes,
Citibank Europe plc, its nominees and their respective successors, acting in the capacity of
common depositary for Euroclear and Clearstream or, as applicable, such other nominee of or
custodian for Euroclear and/or Clearstream, as applicable, as may be acceptable to the
Company and named or otherwise appointed in accordance with the customary practices or
policies of Euroclear or Clearstream.




     “Distribution Compliance Period” means, with respect to any Notes, the period of 40
consecutive days beginning on and including the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S under the
Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such
Notes.




     “Dollar Note Initial Purchasers” means Banc of America Securities LLC, J.P. Morgan
Securities Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Wells Fargo
Securities, LLC, HSBC Securities (USA) Inc., Scotia Capital (USA) Inc. and UBS Securities
LLC.




     “Euro Note Initial Purchasers” means Merrill Lynch International, J.P. Morgan
Securities Ltd., Credit Suisse Securities (Europe) Limited, Goldman, Sachs & Co., Wells
Fargo Securities International Limited, HSBC Bank plc, Scotia Capital Inc. and UBS Limited.




     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance
System or any successor securities clearing agency.




     “Exchange
Notes” means the
73/4% Senior Notes due 2018 and the 75/8% Senior Notes due 2020
to be issued pursuant to this Indenture in connection with a Registered Exchange Offer
pursuant to the Registration Rights Agreement.




     “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act.




     “Initial
Notes” means
73/4% Senior Notes due 2018 and 75/8% Senior Notes due 2020, to be
issued from time to time, in one or more series as provided for in this Indenture.




     “Initial Purchasers” means the Dollar Note Initial Purchasers and the Euro Note Initial
Purchasers.




     “Notes Custodian” means the custodian with respect to a Global Note (as appointed by
the Depositary) or any successor person thereto, who shall initially be the Trustee.



Appendix A-1









 






     “Original Notes” means (i) Euro Notes and (ii) Dollar Notes, in each case issued on May
6, 2010.




     “Private Exchange” means the offer by the Company, pursuant to Section 2 of the
Registration Rights Agreement or pursuant to any similar provision of any other Registration
Rights Agreement, to issue and deliver to certain purchasers, in exchange for the Initial
Notes held by such purchasers as part of their initial distribution, a like aggregate
principal amount of Private Exchange Notes.




     “Private Exchange Notes” means the Euro Notes and the Dollar Notes to be issued
pursuant to this Indenture in connection with a Private Exchange pursuant to a Registration
Rights Agreement.




     “Purchase Agreement” means the Purchase Agreement dated April 28, 2010, among the
Company and the Initial Purchasers relating to the Original Notes, or any similar agreement
relating to any future sale of Initial Notes by the Company.




     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




     “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders,
in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes
registered under the Securities Act.




     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated as of
May 6, 2010, among the Company and the Initial Purchasers relating to the Original Notes, or
(ii) any similar agreement relating to any additional Initial Notes.




     “Shelf Registration Statement” means a registration statement issued by the Company in
connection with the offer and sale of Initial Notes or Private Exchange Notes pursuant to
the Registration Rights Agreement.




     “Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or are
required to bear the legend set forth in Section 2.3(c) hereto.



     1.2 Other Definitions



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section:
	“Agent Members”
	 	 	2.1	(b)
	“Global Note”
	 	 	2.1	(a)
	“IAI Global Note”
	 	 	2.1	(a)
	“Permanent Regulation S Global Note”
	 	 	2.1	(a)
	“Regulation S”
	 	 	2.1	 
	“Rule 144A”
	 	 	2.1	 
	“Rule 144A Global Note”
	 	 	2.1	(a)
	“Regulation S Global Note”
	 	 	2.1	(a)
	“Temporary Regulation S Global Note”
	 	 	2.1	(a)






     2. The Notes



     2.1 Form and Dating



     The Initial Notes will be offered and sold by the Company, from time to time, pursuant to one
or more Purchase Agreements. The Initial Notes will be resold initially only to QIBs in reliance on
Rule 144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S under the
Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others,
QIBs, purchasers in reliance on Regulation S and IAIs under Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, subject to the restrictions on transfer set forth herein.



Appendix A-2









 





     (a) Global Notes. Initial Notes initially resold pursuant to Rule 144A shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered
form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in
Exhibit A-1 and Exhibit A-2 to this Indenture, and Initial Notes initially resold pursuant to
Regulation S shall be issued initially in the form of one or more global securities in registered
form with the global securities legend and the applicable restricted securities legend set forth in
Exhibit A-1 and Exhibit A-2 to this Indenture (the “Temporary Regulation S Global Note”) or with
such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section
2.3(b), beneficial ownership interest in a Temporary Regulation S Global Note will be exchangeable
for interests in a Rule 144A Global Note or a permanent global note (the “Permanent Regulation S
Global Note” and, together with the Temporary Regulation S Global Note, the “the “Regulation S
Global Note”) or a Definitive Note in registered certificated form only after the expiration of the
Distribution Compliance Period and then only (i) upon certification in form reasonably satisfactory
to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are
owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that
did not require registration under the Securities Act and (ii) in the case of an exchange for a
Certificated Note, in compliance with the requirements described in Section 2.4 and, subject to
Section 2.4 hereof, Initial Notes transferred subsequent to the initial resale thereof to IAIs
shall be issued initially in the form of one or more permanent global securities in definitive,
fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons
and with the global securities legend and restricted securities legend set forth in Exhibit A-1 and
Exhibit A-2 to this Indenture, which shall be deposited on behalf of the purchasers of the Initial
Notes represented thereby with the Notes Custodian, and registered in the name of the applicable
Depositary or a nominee of the applicable Depositary, duly executed by the Company and
authenticated by the Trustee or the Authentication Agent as provided in this Indenture. The Rule
144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein
as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the applicable
Depositary or its nominee as hereinafter provided.



     (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note
deposited with or on behalf of the applicable Depositary.



     The Company shall execute and the Trustee (or the Authentication Agent in the case of the Euro
Notes) shall, in accordance with this Section 2.1(b) and pursuant to an order of the Company,
authenticate and deliver initially one or more Global Notes that (a) shall be registered in the
name of the applicable Depositary for such Global Note or Global Notes or the nominee of such
Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instructions or held by the Trustee as Notes Custodian.



     Members of, or participants in, Euroclear or Clearstream or the applicable Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on their
behalf by the applicable Depositary or by the Trustee as Notes Custodian or under such Global Note,
and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Note.



     (c) Definitive Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of Definitive Notes.



     2.2 Authentication. The Trustee or Authentication Agent (in the case of the Euro
Notes) shall authenticate and deliver: (1) Dollar Notes for original issue in an aggregate
principal amount of $525.0 million and Euro Notes for original issue in an aggregate principal
amount of €300.0 million, (2) additional Initial Notes, if and when issued, in an aggregate
principal amount as established in or pursuant to a resolution of the Board of Directors of the
Company and (3) the Exchange Notes or Private Exchange Notes for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to the Registration Rights Agreement,
for a like principal amount of Initial Notes or Private Exchange Notes, as applicable, upon a
written order of the Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company. Such order shall specify the



Appendix A-3









 




amount of the Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal amount
established in or pursuant to a resolution of the Board of Directors of the Company, except as
provided in Section 2.08 of this Indenture.




     2.3 Transfer and Exchange.



     (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to
the Registrar or a co-registrar with a request:




     (x) to register the transfer of such Definitive Notes; or




     (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes
of other authorized denominations,


the Registrar or co-registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that the
Definitive Notes surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar or co-registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing; and




     (ii) if such Definitive Notes bear a restricted securities legend, they are being
transferred or exchanged pursuant to an effective registration statement under the
Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the
following additional information and documents, as applicable:




     (A) if such Definitive Notes are being delivered to the Registrar by a Holder
for registration in the name of such Holder, without transfer, a certification from
such Holder to that effect; or




     (B) if such Definitive Notes are being transferred to the Company, a
certification to that effect; or




     (C) if such Definitive Notes are being transferred pursuant to an exemption
from registration in accordance with Rule 144 under the Securities Act, (i) a
certification to that effect and (ii) if the Company or the Trustee so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section
2.3(c)(i).



     (b) Transfer and Exchange of Global Notes.



     (i) The transfer and exchange of Global Notes or beneficial interests therein shall be
effected through the applicable Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depositary, Euroclear
and Clearstream therefor. A transferor of a beneficial interest in a Global Note shall deliver a
written order given in accordance with the Depositary’s, Euroclear’s and Clearstream’s procedures
containing information regarding the participant account of the Depositary, Euroclear or
Clearstream to be credited with a beneficial interest in the Global Note and such account shall be
credited in accordance with such instructions with a beneficial interest in the Global Note and the
account of the Person making the transfer shall be debited by an amount equal to the beneficial
interest in the Global Note being transferred. In the case of a transfer of a beneficial interest
in a Global Note to an IAI, the transferee must furnish a signed letter to the Trustee containing
certain representations and agreements in the form of Exhibit B to this Indenture.



Appendix A-4









 





     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a corresponding decrease in the
principal amount of the Global Note from which such interest is being transferred.



     (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set
forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.



     (iv) In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4
prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption
from registration under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company.



     (v) Restrictions on Transfer of Temporary Regulation S Global Notes.




     (A) During the Distribution Compliance Period, beneficial ownership interests
in Temporary Regulation S Global Notes may only be sold, pledged or transferred (i)
to Company, (ii) in an offshore transaction in accordance with Rule 904 of
Regulation S (other than a transaction resulting in an exchange for an interest in a
Permanent Regulation S Global Note) or (iii) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any applicable
securities laws of any State of the United States; and




     (B) Beneficial interests in a Rule 144A Global Note may be transferred to a
Person who takes delivery in the form of an interest in a Regulation S Global Note,
whether before or after the expiration of the Distribution Compliance Period, only
if the transferor first delivers to the Trustee a written certificate (in form
reasonably satisfactory to the Trustee) to the effect that such transfer is being
made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).



     (c) Legend.



     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or
in substitution thereof) shall bear a legend in substantially the following form:




“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT:



Appendix A-5









 






(A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY:




(i)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT,
(d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),(2),(3)
OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR
TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL AND OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS),




ii) TO THE ISSUER, OR




(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT




AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR
ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL; AND




(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE.




THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO ERISA, (II) A “PLAN” WHICH IS
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), (III) ANY ENTITY DEEMED UNDER ERISA TO HOLD “PLAN ASSETS” OF ANY OF THE
FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH
ENTITY, OR (IV) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS
SIMILAR IN PURPOSE OR EFFECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), UNLESS
THE ACQUISITION AND HOLDING OF THIS SECURITY (AND ANY EXCHANGE OF THE NOTE FOR AN
EXCHANGE NOTE) BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS
THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS UNDER ERISA
AND SECTION 4975 OF THE CODE OR ANY PROVISIONS OF SIMILAR LAW, AS APPLICABLE,
PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF THIS SECURITY, EACH PURCHASER AND
TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE FOREGOING
REQUIREMENTS HAVE BEEN SATISFIED


Each Definitive Note will also bear the following additional legend:







Appendix A-6









 









“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.”



     (ii) Upon any sale or transfer of a Transfer Restricted Note (including any Transfer
Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act:




     (A) in the case of any Transfer Restricted Note that is a Definitive Note, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a
Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note; and




     (B) in the case of any Transfer Restricted Note that is represented by a Global Note,
the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for
a Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note,


in either case, if the Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the
reverse of the Initial Note).




     (iii) After a transfer of any Initial Notes or Private Exchange Notes, as the case may be,
during the period of the effectiveness of a Shelf Registration Statement with respect to such
Initial Notes or Private Exchange Notes, all requirements pertaining to restricted legends on such
Initial Note or such Private Exchange Note will cease to apply and an Initial Note or Private
Exchange Note, as the case may be, in global form without restricted legends will be available to
the transferee of the beneficial interests of such Initial Notes or Private Exchange Notes. Upon
the occurrence of any of the circumstances described in this paragraph, the Company will deliver an
Officers’ Certificate to the Trustee instructing the Trustee to issue Notes without restricted
legends.



     (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes
pursuant to which certain Holders of such Initial Notes are offered Exchange Notes in exchange for
their Initial Notes, Exchange Notes in global form without the restricted legends will be available
to Holders or beneficial owners that exchange such Initial Notes (or beneficial interests therein)
in such Registered Exchange Offer. Upon the occurrence of any of the circumstances described in
this paragraph, the Company will deliver the Exchange Notes accompanied by an Officers’ Certificate
to the Trustee instructing the Trustee to authenticate the Exchange Notes without restricted
legends.



     (d) Cancellation or Adjustment of Global Note. At such time as all beneficial
interests in a Global Note have either been exchanged for Definitive Notes, redeemed, repurchased
or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation
pursuant to its customary practice. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Definitive Notes, redeemed, repurchased or canceled, the
principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall
be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global
Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such
reduction.



     (e) Obligations with Respect to Transfers and Exchanges of Notes.



     (i) To permit registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s
request.



     (ii) No service charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections
3.06, 4.08 and 9.05 of this Indenture).



Appendix A-7









 





     (iii) The Registrar or co-registrar shall not be required to register the transfer of or
exchange of any Note for a period beginning 15 days before the mailing of a notice of redemption or
an offer to repurchase Notes or 15 days before an interest payment date.



     (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the
Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other purposes whatsoever, whether or not
such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary.



     (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Notes surrendered upon such transfer or exchange.



     (f) No Obligation of the Trustee.



     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depositary or Euroclear or Clearstream or any other
Person with respect to the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Notes or with respect
to the delivery to any participant, member, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Notes shall be given or made only to the
registered Holders (which shall be the Depositary or its nominee in the case of a Global Note).
The rights of beneficial owners in any Global Note shall be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depositary, Euroclear or Clearstream
with respect to its members, participants and any beneficial owners.



     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary participants, members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.



     2.4 Definitive Notes



     (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian
pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of
Definitive Notes in an aggregate principal amount equal to the principal amount of such Global
Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such
Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the
Exchange Act, and a successor Depositary is not appointed by the Company within 90 days of such
notice, or (ii) a Default or an Event of Default has occurred and is continuing or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Notes under this Indenture.



     (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole
or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. Definitive Notes issued in exchange for any portion
of a Global Note transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $100,000 and any integral multiples of $1,000 in excess thereof
in the case of Dollar Notes and €50,000 and any integral multiple of €50,000 in the case of Euro
Notes and registered in such names as the Depositary shall direct. Any Definitive Note delivered
in exchange for an interest in the Global Note



Appendix A-8









 




shall, except as otherwise provided by Section 2.3(d), bear the restricted securities legend
set forth in Exhibit 1 hereto.




     (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through Agent Members, to take
any action that a Holder is entitled to take under this Indenture or the Notes.



     (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii)
or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive
Notes in definitive, fully registered form without interest coupons.



Appendix A-9









 





EXHIBIT A-1




[FORM OF FACE OF INITIAL DOLLAR NOTE]




[Global Dollar Notes Legend]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



     [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF
SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Notes Legend]



“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:





(A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY:




(i)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),(2),(3) OR (7) OF THE SECURITIES ACT (AN
“INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL



A-1-1









 






AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL AND OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS),




(ii) TO THE ISSUER, OR




(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT


AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT
THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL; AND





(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.




THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN”
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”)) THAT IS SUBJECT TO ERISA, (II) A “PLAN” WHICH IS SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) ANY ENTITY DEEMED UNDER
ERISA TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S
OR PLAN’S INVESTMENT IN SUCH ENTITY, OR (IV) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO
APPLICABLE LAW THAT IS SIMILAR IN PURPOSE OR EFFECT TO THE FIDUCIARY RESPONSIBILITY OR
PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”),
UNLESS THE ACQUISITION AND HOLDING OF THIS SECURITY (AND ANY EXCHANGE OF THE NOTE FOR AN
EXCHANGE NOTE) BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS
SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS UNDER ERISA AND SECTION
4975 OF THE CODE OR ANY PROVISIONS OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE
PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING
OF THIS SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.



[Definitive Notes Legend]




     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



[Additional Restricted Securities Legend for Securities Offered in Reliance on Regulation S]



     THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE
THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



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[Temporary Regulation S Legend]



THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).





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[FORM OF FACE OF INITIAL DOLLAR NOTE]




			
	No.
	 	$                     






75/8% Senior Notes due 2020




CUSIP No. [          ]




ISIN No. [          ]




     LEVI STRAUSS & CO., a Delaware corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum of [          ]Dollars ($           ) on May 15,
2020.Interest Payment Dates: May 15 and November 15.



     Record Dates: May 1 and November 1.



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IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.




	 	 	 	 	 	 

	 	 	 	LEVI STRAUSS & CO.,	 
	 
	 	 	 	 	 
	 

	 	 	By: 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:	 
	 
	 	 	 	 	 
	 

	 	 	By: 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:	 






TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




Dated:




WELLS FARGO BANK,

NATIONAL ASSOCIATION,




  as Trustee, certifies
  that
this is one of
  the
Notes referred
  to
in the Indenture.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[FORM OF REVERSE SIDE OF INITIAL DOLLAR NOTE]

75/8% Senior Notes due 2020




1. Interest





     (a) LEVI STRAUSS & CO., a Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises
to pay interest on the principal amount of this 75/8% Senior Note due 2020 (this “Note” and, together
with any other 75/8% Senior Notes due 2020, the “Notes”) at the rate per annum shown above. The
Company will pay interest semiannually on May 15 and November 15 of each year, commencing November
15, 2010. Interest on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from May 6, 2010. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at
the rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue installments of
interest at the rate borne by the Notes to the extent lawful.



     (b) Special Interest. The holder of this Note is entitled to the benefits under the
terms of a Registration Rights Agreement, dated as of May 6, 2010, among the Company and the
Initial Purchasers named therein (the “Registration Rights Agreement”).



2. Method of Payment




     The Company will pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal, premium and interest) will
be made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a Definitive Note (including
principal, premium and interest), by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on the Notes may also be made, in the
case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).



3. Paying Agent and Registrar




     Initially, Wells Fargo Bank, National Association (the “Trustee”) will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.



4. Indenture




     The Company issued the Notes under an Indenture dated as of May 6, 2010 (the “Indenture”),
between the Company and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a
statement of those terms.



     The Indenture imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of
capital stock of such Restricted Subsidiaries, enter into or permit certain



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transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also
imposes limitations on the ability of the Company to consolidate or merge with or into any other
Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of
the Property of the Company.




5. Optional Redemption




     (a) Except as set forth below, the Notes may not be redeemed prior to May 15, 2015. On and
after that date, the Company may redeem the Notes in whole at any time or in part from time to time
at the following redemption prices (expressed in percentages of principal amount), plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date that is on or
prior to the date of redemption), if redeemed during the 12-month period beginning on or after May
15 of the years set forth below:



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






     (b) Notwithstanding the foregoing, prior to May 15, 2013, the Company may redeem up to 35% of
the original aggregate principal amount of the Notes issued (including additional Initial Notes, if
any) with the proceeds from one or more Public Equity Offerings by the Company, at a redemption
price equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest thereon,
if any, to the redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or prior to the date
of redemption); provided, however, that after giving effect to any such redemption,
at least 65% of the original aggregate principal amount of the Notes (including additional Initial
Notes, if any) remains outstanding. Any such redemption shall be made within 90 days of such
Public Equity Offering upon not less than 30 nor more than 60 days’ prior notice.



     (c) Notwithstanding the foregoing, the Company may redeem all or any portion of the Notes, at
once or over time, prior to May 15, 2015, at a redemption price equal to the sum of:



          (a) 100% of the principal amount of the Notes to be redeemed, plus



          (b) the Applicable Premium,



plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant interest payment
date).




     “Applicable Premium” means with respect to a Note on any redemption date, the excess
of (i) the present value on such redemption date of (A) the redemption price of such Note on
May 15, 2015 (such redemption price being described in the table appearing in clause (a) of this
paragraph 5 exclusive of any accrued interest) plus (ii) all required remaining scheduled interest
payments due on such Note through May 15, 2015 (including any accrued and unpaid interest) computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (ii) the principal
amount of such Note.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes. “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.



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     “Comparable Treasury Price” means, with respect to any redemption date:




     (a) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the most recently published statistical
release designated “H.15 (519)” (or any successor release) published by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded
United States treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” or




     (b) if such release (or any successor release) is not published or does not contain
such prices on such Business Day, the average of the Reference Treasury Dealer Quotations
for such redemption date.



     “Reference Treasury Dealer” means Banc of America Securities LLC, J.P. Morgan
Securities Inc. and one other financial institution chosen by the Company and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall
substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a
price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date.



6. Notice of Optional Redemption




     Notice of redemption will be mailed by first-class mail and in the case of Notes held in book
entry form, by electronic transmission at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at his or her registered address. Any notice
to Holders of Notes of such a redemption pursuant to clause (c) in paragraph 5 needs to include the
appropriate calculation of the redemption price, but does not need to include the redemption price
itself. The actual redemption price, calculated as described in such clause (c), must be set forth
in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the
redemption date. Notes in denominations larger than $100,000 may be redeemed in part but only in
whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest
on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Notes (or such portions thereof) called for
redemption.



7. Sinking Fund




     The Notes are not subject to any sinking fund.



8. Repurchase of Notes at the Option of Holders upon Change of Control




     Upon a Change of Control, any Holder of Notes will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all or any part of the
Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date that is on or prior to the date of purchase) as provided in, and subject to the terms
of, the Indenture.



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9. Denominations; Transfer; Exchange




     The Notes are in registered form without coupons, in denominations of $100,000 and integral
multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15
days prior to a selection of Notes to be redeemed or 15 days before an interest payment date.



10. Persons Deemed Owners




     The registered Holder of this Note may be treated as the owner of it for all purposes.



11. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.



12. Discharge and Defeasance




     Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the Trustee money in
U.S. dollars or U.S. Government Obligations for the payment of principal and interest Notes
(including premium, if any) on the Notes, in each case to redemption or maturity.



13. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended without prior notice to any Noteholder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Notes and (ii) any default or
noncompliance with any provision may be waived with the written consent of the Holders of at least
a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder of Notes, the Company and the Trustee may amend
the Indenture or the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
comply with Article V of the Indenture; (iii) to provide for uncertificated Notes in addition to or
in place of certificated Notes; (iv) to add Guarantees with respect to the Notes; (v) to secure the
Notes, to add additional covenants or to surrender rights and powers conferred on the Company; (vi)
to comply with the requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (vii) to evidence and provide for the acceptance of appointment by a
successor trustee; (viii) to make any change that does not adversely affect the rights of any
Noteholder; or (ix) to provide for the issuance of additional securities in accordance with the
Indenture.



14. Defaults and Remedies




     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Notes then outstanding, subject to certain limitations, may declare
all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Notes being immediately due and payable upon the
occurrence of such Events of Default without any further act of the Trustee or any Holder.



     Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power under the Indenture. The Holders of a majority



A-1-9









 





in aggregate principal amount of the Notes then outstanding, by written notice to the Company
and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission
would not conflict with any judgment or decree, and if all existing Events of Default have been
cured or waived except nonpayment of principal or interest that has become due solely because of
the acceleration.




15. Trustee Dealings with the Company




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were not Trustee.



16. No Recourse Against Others




     A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a Note,
each Noteholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.



17. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.



18. Abbreviations




     Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).



19. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



20. CUSIP Numbers




     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. To the
extent such numbers have been issued, the Company has caused ISIN and Common Code numbers to be
similarly printed on the Notes and has similarly instructed the Trustee. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon.



     The Company will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.




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LEVI STRAUSS & CO. 75/8% SENIOR NOTES DUE 2020

ASSIGNMENT FORM




To assign this Note, fill in the form below:




I or we assign and transfer this Note to




 


(Print or type assignee’s name, address and zip code)




 


(Insert assignee’s soc. sec. or tax I.D. No.)




and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

Sign exactly as your name appears on the other
side of this Note.
	 	 






In connection with any transfer of any of the Notes evidenced by this certificate occurring while
this Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms:




CHECK ONE BOX BELOW




	 	 	 	 	 

	(1)

	 	o
	 	To the Company; or
	 
	 	 	 	 
	(2)

	 	o
	 	Pursuant to an effective registration statement under the Securities Act of 1933; or
	 
	 	 	 	 
	(3)

	 	o
	 	Inside the United States to a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	 	 	 
	(4)

	 	o
	 	Outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act of 1933; or
	 
	 	 	 	 
	(5)

	 	o
	 	To an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
and (7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements (the form of which
letter can be obtained from the Trustee or the Company); or
	 
	 	 	 	 
	(6)

	 	o
	 	Pursuant to another available exemption from registration provided by Rule 144
under the Securities Act of 1933






A-1-11









 






Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4), (5) or (6) is checked, the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.




	 	 	 

	 

	 	 
	 

	 	Your Signature






	 	 	 	 	 

	Signature Guarantee:
	 	 	 	 
	 

	 	 

Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature
guarantor acceptable to the Trustee
	 	 






	 	 	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Signature of Signature Guarantee
	 	 






A-1-12









 






TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

NOTICE: To be executed by an executive officer
	 	 






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[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



     The initial principal amount of this Global Note is $[   ]. The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of decrease in	 	Amount of increase in	 	Principal amount of this	 	Signature of authorized
	Date of	 	Principal Amount of this	 	Principal Amount of this	 	Global Note following	 	signatory of Trustee or
	Exchange	 	Global Note	 	Global Note	 	such decrease or increase	 	Notes Custodian





A-1-14









 






LEVI STRAUSS & CO. 75/8% SENIOR NOTES DUE 2020

OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.07
(Asset Sale) or 4.12 (Change of Control) of the Indenture, check the
box: o





     If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.07 or 4.12 of the Indenture, state the amount:




 $





	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

(Sign exactly as your name appears on
the other side of the Note)
	 	 






	 	 	 	 	 

	Signature Guarantee:
	 	 	 	 
	 

	 	 

Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature
guarantor acceptable to the Trustee
	 	 







A-1-15











 





EXHIBIT A-2




[FORM OF FACE OF INITIAL EURO NOTE]




[Global Euro Notes Legend]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK
S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), OR CLEARSTREAM BANKING SOCIÉTÉ
ANONYME (“CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY
PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED
NOMINEE, HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO SUCCESSORS THEREOF OR SUCH SUCCESSOR’S NOMINEES AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



     [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF
SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Notes Legend]




“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:





(A) SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY:




(i)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),(2),(3) OR (7) OF THE SECURITIES ACT (AN
“INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN



A-2-1









 







REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND OTHER
CERTIFICATIONS AND DOCUMENTS IF THE ISSUER SO REQUESTS),




(ii) TO THE ISSUER, OR




(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT



AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT
THE DISPOSITION OF THIS SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL; AND





(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.



     THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN”
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”)) THAT IS SUBJECT TO ERISA, (II) A “PLAN” WHICH IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) ANY ENTITY DEEMED UNDER ERISA TO HOLD “PLAN
ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN
SUCH ENTITY, OR (IV) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SIMILAR
IN PURPOSE OR EFFECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), UNLESS THE ACQUISITION AND HOLDING OF THIS SECURITY
(AND ANY EXCHANGE OF THE NOTE FOR AN EXCHANGE NOTE) BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE
PERIOD THAT IT HOLDS THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS UNDER
ERISA AND SECTION 4975 OF THE CODE OR ANY PROVISIONS OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE
OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR
HOLDING OF THIS SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.



[Definitive Notes Legend]




     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



     [Additional Restricted Securities Legend for Securities Offered in Reliance on Regulation S]



     THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE
THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



A-2-2









 





[Temporary Regulation S Legend]




THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).






A-2-3









 








[FORM OF FACE OF INITIAL EURO NOTE]




No.  €                      73/4% Senior Notes due 2018




Common
Code [                        ]

ISIN [                        ]




     LEVI STRAUSS & CO., a Delaware corporation, promises to pay to CITIBANK EUROPE PLC, as Common
Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, Société Anonyme, or registered
assigns, the principal sum of [                 ] Euros (€            ) on May 15, 2018.



     Interest Payment Dates: May 15 and November 15.



     Record Dates: May 1 and November 1.



A-2-4









 





     IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	
LEVI STRAUSS & CO.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AUTHENTICATION AGENT’S

CERTIFICATE OF

AUTHENTICATION




Dated:




CITIBANK, N.A.,

as Authentication Agent,

certifies that this is one of

the Securities referred

to in the Indenture.




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 
	 




A-2-5











 





[FORM OF REVERSE SIDE OF INITIAL EURO NOTE]

73/4% Senior Notes due 2018



1. Interest




     (a) LEVI STRAUSS & CO., a Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises
to pay interest on the principal amount of this 73/4% Senior Notes due 2018 (this “Note” and,
together with any other 73/4% Senior Notes due 2018, the “Notes”) at the rate per annum shown above.
The Company will pay interest semiannually on May 15 and November 15 of each year, commencing
November 15, 2010. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from May 6, 2010. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on
overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest on
overdue installments of interest at the rate borne by the Notes to the extent lawful.



     (b) Special Interest. The holder of this Note is entitled to the benefits under the
terms of a Registration Rights Agreement, dated as of May 6, 2010, among the Company and the
Initial Purchasers named therein (the “Registration Rights Agreement”).


2. Method of Payment




     The Company will pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest in Euros or such other lawful currency of
the participating Member States in the Third Stage of European Economic and Monetary Union of the
Treaty Establishing the European Community that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by Euroclear or Clearstream. The Company will make all payments in
respect of a definitive Note (including principal, premium and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a
definitive Note will be made by wire transfer if such Holder elects payment by wire transfer by
giving written notice to the Paying Agent (with a copy to the Trustee) to such effect designating
such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Paying Agent may accept in its discretion).


3. Paying Agent and Registrar




     Initially, Citibank, N.A., will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar. Initially, Dexia Banque Internationale à Luxembourg shall act as Luxembourg Paying
Agent.


4. Indenture




     The Company issued the Notes under an Indenture dated as of May 6, 2010 (the “Indenture”),
between the Company and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms
defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture
and the TIA for a statement of those terms.



     The Indenture imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment
of certain dividends and distributions by such Re-



A-2-6









 




stricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset
Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or
merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose
of all or substantially all of the Property of the Company.



5. Optional Redemption




     (a) Except as set forth below, the Notes may not be redeemed prior to May 15, 2014. On and
after that date, the Company may redeem the Notes in whole at any time or in part from time to time
at the following redemption prices (expressed in percentages of principal amount), plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date that is on or
prior to the date of redemption), if redeemed during the 12-month period beginning on or after May
15 of the years set forth below:



	 	 	 	 	 
	 	 	Redemption
	Period	 	Price
	2014
	 	 	103.875	%
	2015
	 	 	101.938	%
	2016 and thereafter
	 	 	100.000	%






     (b) Notwithstanding the foregoing, on or prior to May 15, 2013, the Company may redeem up to
35% of the original aggregate principal amount of the Notes issued with the proceeds from one or
more Public Equity Offerings by the Company, at a redemption price equal to 107.750% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date that is on or prior to the date of redemption);
provided, however, that after giving effect to any such redemption, at least 65% of
the original aggregate principal amount of the Notes remains outstanding. Any such redemption
shall be made within 90 days of such Public Equity Offering upon not less than 30 nor more than 60
days’ prior notice.



     (c) Notwithstanding the foregoing, the Company may redeem all or any portion of the Notes, at
once or over time, prior to May 15, 2014, at a redemption price equal to the sum of:




     (a) 100% of the principal amount of the Notes to be redeemed, plus




     (b) the Applicable Premium,


plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant interest payment
date).




     “Applicable Premium” means with respect to a Note on any redemption date, the excess
of (i) the present value on such redemption date of (A) the redemption price of such Note on May
15, 2014 (such redemption price being described in the table appearing in clause (a) of this
paragraph 5), plus (B) all required remaining scheduled interest payments due on such Note through
May 15, 2014, computed using a discount rate equal to the Bund Rate plus 50 basis points, over (ii)
the principal amount of such Note.



     “Bund Rate” means the yield to maturity at the time of computation of direct
obligations of the Federal Republic of Germany (Bund or Bundesanleihen) with a constant maturity
(as officially complied and published in the most recent financial statistics that have become
publicly available at least two business days (but not more than five business days) prior to the
redemption date (or, if such financial statistics are not so published or available, any publicly
available source of similar market data selected by the Issuer in good faith)) most nearly equal to
the period from the redemption date to May 15, 2014; provided, however that if the period from the
redemption date to May 15, 2014 is not equal to the constant maturity of the direct obligations of
the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of direct obligations of the Federal Republic of Germany for which such yields are
given, except that if the period from such redemption date to May 15, 2014 is less



A-2-7









 




than one year, the weekly average yield on actually traded direct obligations of the Federal
Republic of Germany adjusted to a constant maturity of one year shall be used.




     (d) If, as a result of any change in, or amendment to, the laws (or any regulations or rulings
promulgated under the laws) of the United States (or any political subdivision or taxing authority
of or in the United States), or any change in, or amendments to, an official position regarding the
application or interpretation of such laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after the Issue Date, the Company becomes or, based upon a
written opinion of independent counsel selected by the Company, will become obligated to pay
additional amounts as described in Section 4.15 of the Indenture with respect to the Notes, then
the Company may at any time at its option redeem, in whole, but not in part, the Notes on not less
than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid on those Notes to the date fixed for redemption.


6. Notice of Optional Redemption




     Notice of redemption will be mailed by first-class mail and in the case of Notes held in book
entry form, by electronic transmission, at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at his or her registered address. Notes in
denominations larger than €50,000 may be redeemed in part but only in whole multiples of €1,000.
If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such date interest ceases
to accrue on such Notes (or such portions thereof) called for redemption.


7. Sinking Fund




     The Notes are not subject to any sinking fund.


8. Repurchase of Notes at the Option of Holders upon Change of Control




     Upon a Change of Control, any Holder of Notes will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all or any part of the
Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right
of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date that is on or prior to the date of purchase) as provided in, and subject to the terms
of, the Indenture.



     If and for so long as the Notes are listed on the Official List of the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market, the Company will publish notices relating
to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (which
is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such
rules, post such notices on the official website of the Luxembourg Stock Exchange (www.bourse.lu).


9. Denominations; Transfer; Exchange




     The Notes are in registered form without coupons in denominations of €50,000 and whole
multiples of €1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15
days prior to a selection of Notes to be redeemed or 15 days before an interest payment date.


10. Persons Deemed Owners




     The registered Holder of this Note may be treated as the owner of it for all purposes.



A-2-8









 




11. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.


12. Discharge and Defeasance




     Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the Trustee money or
European Government Obligations for the payment of principal and interest on the Notes to
redemption or maturity, as the case may be.


13. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended without prior notice to any Noteholder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Notes and (ii) any default or
noncompliance with any provision may be waived with the written consent of the Holders of at least
a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth
in the Indenture, without the consent of any Holder of Notes, the Company and the Trustee may amend
the Indenture or the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
comply with Article V of the Indenture; (iii) to provide for uncertificated Notes in addition to or
in place of certificated Notes; (iv) to add Guarantees with respect to the Notes; (v) to secure the
Notes, to add additional covenants or to surrender rights and powers conferred on the Company; (vi)
to comply with the requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (vii) to evidence and provide for the acceptance of appointment by a
successor trustee; (viii) to make any change that does not adversely affect the rights of any
Noteholder; or (ix) to provide for the issuance of additional notes in accordance with the
Indenture.


14. Defaults and Remedies




     If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding, subject to certain limitations, may
declare all the Notes to be immediately due and payable. Certain events of bankruptcy or
insolvency are Events of Default and shall result in the Notes being immediately due and payable
upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.



     Holders of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power under the Indenture. The Holders of a majority in aggregate
principal amount of the Notes then outstanding, by written notice to the Company and the Trustee,
may rescind any declaration of acceleration and its consequences if the rescission would not
conflict with any judgment or decree, and if all existing Events of Default have been cured or
waived except non-payment of principal or interest that has become due solely because of the
acceleration.


15. Trustee Dealings with the Company




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were not Trustee.



A-2-9









 




16. No Recourse Against Others




     A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a Note,
each Noteholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.


17. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


18. Abbreviations




     Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).


19. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



20. Identification Numbers



     The Company has caused ISIN and Common Code numbers to be printed on the Notes and has
directed the Trustee to use such numbers in notices of redemption as a convenience to Noteholders.
No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     The Company will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.




A-2-10












 





LEVI STRAUSS & CO. 73/4% SENIOR NOTES DUE 2018

ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




 

(Print or type assignee’s name, address and zip code)




	 
	 	 	(Insert assignee’s soc. sec. or tax I.D. No.)
	 
	 	 	and irrevocably appoint       agent to transfer this Note on the books
of the Company. The agent may substitute another to act for him.





	 	 	 	 	 	 	 

	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 




Sign exactly as your name appears on the other side of this Note.



In connection with any transfer of any of the Notes evidenced by this certificate occurring while
this Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms:



CHECK ONE BOX BELOW





	 	(1)	 	o   to the Company; or
	 
	 	(2)	 	o   pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	(3)	 	o   inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	(4)	 	o   outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or
	 
	 	(5)	 	o   to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed
letter containing certain representations and agreements (the form of which letter can
be obtained from the Trustee or the Company); or
	 
	 	(6)	 	o   pursuant to another available exemption from registration provided by Rule 144
under the Securities Act of 1933.




Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4), (5) or (6) is checked, the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications






A-2-11









 







and other
information as the Company has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.




	 	 	 	 	 
	 	Your Signature

 	 
	 	 	 
	 	 	 
	 	 	 
	 





Signature Guarantee:




	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 
	 	 
	Signature must be guaranteed

by a participant in a recognized

signature guaranty medallion

program or other signature

guarantor acceptable to the Trustee	 	Signature of Signature

Guarantee






A-2-12









 






TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	NOTICE:
	 	To be executed by an executive officer






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[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



     The initial principal amount of this Global Note is €[       ]. The following increases
or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signature of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	authorized
	 	 	 	 	Amount of decrease in	 	Amount of increase in	 	Principal amount of this	 	signatory of
	Date of	 	Principal Amount of this	 	Principal Amount of this	 	Global Note following	 	Trustee or Notes
	Exchange	 	Global Note	 	Global Note	 	such decrease or increase	 	Custodian
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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LEVI STRAUSS & CO. 73/4% SENIOR NOTES DUE 2018

OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.07
(Asset Sale) or 4.12 (Change of Control) of the Indenture, check the
box: o






     If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.07 or 4.12 of the Indenture, state the amount:



€




	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	(Sign exactly as your
name appears on the other side of the Note)	 	 












	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a recognized signature guaranty
medallion program or other signature guarantor acceptable to the Trustee.






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EXHIBIT B




Form of

Transferee Letter of Representation



Levi Strauss & Co.




In care of

Wells Fargo Bank, National Association, as Trustee

707 Wilshire Boulevard

Los Angeles, CA 90017

Facsimile: (213) 614-3355

Attention of: Corporate Trust Department




Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[ ] principal amount of the [75/8%
Senior Notes due 2020] [CUSIP Number] [73/4% Senior Notes due 2018] [Common Code] (the “Notes”) of
LEVI STRAUSS & CO. (the “Company”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:


Name:                                               



Address:                                        



Taxpayer ID Number:                    




     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own
account or for the account of such an institutional “accredited investor,” and we are acquiring the
Notes not with a view to, or for offer or sale in connection with, any distribution in violation of
the Securities Act. We have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or
purchase notes similar to the Notes in the normal course of our business. We, and any accounts for
which we are acting, are each able to bear the economic risk of our or its investment.



     2. We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the later of the date of
original issue and the last date on which the Company or any affiliate of the Company was the owner
of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to
the Company, (b) pursuant to a registration statement that has been declared effective under the
Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer
under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account
of such an institutional “accredited investor,” or (f) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not apply subsequent



B-1









 




to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the form of this letter
to the Company and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Notes for investment purposes and not for distribution
in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of
an opinion of counsel, certifications or other information satisfactory to the Company and the
Trustee.




	 	 	 	 	 	 
	 	TRANSFEREE:
 	 	, 
	 
	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




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