Indenture governing the Euro denominated 8.625% Senior Notes due 2013



 Exhibit 4.2 
  
 CONFORMED COPY 
  
 LEVI STRAUSS & CO. 
  
 8-5/8% Senior Notes due 2013 
  

  
 INDENTURE 
  
 Dated as of March 11, 2005 
  

  
 WILMINGTON TRUST COMPANY,

  
 Trustee 







 TABLE OF CONTENTS 
  


					
	 	  	Page


	ARTICLE I	  	 
		
	Definitions and Incorporation by Reference	  	 
			
	 SECTION 1.01.
	 	 Definitions
	  	1
	 SECTION 1.02.
	 	 Other Definitions
	  	31
	 SECTION 1.03.
	 	 Incorporation by Reference of Trust Indenture Act
	  	32
	 SECTION 1.04.
	 	 Rules of Construction
	  	32
		
	ARTICLE II	  	 
		
	The Securities	  	 
			
	 SECTION 2.01.
	 	 Amount of Securities; Issuable in Series
	  	33
	 SECTION 2.02.
	 	 Form and Dating
	  	34
	 SECTION 2.03.
	 	 Execution and Authentication
	  	34
	 SECTION 2.04.
	 	 Registrar and Paying Agent
	  	35
	 SECTION 2.05.
	 	 Paying Agent To Hold Money in Trust
	  	36
	 SECTION 2.06.
	 	 Securityholder Lists
	  	36
	 SECTION 2.07.
	 	 Replacement Securities
	  	36
	 SECTION 2.08.
	 	 Outstanding Securities
	  	36
	 SECTION 2.09.
	 	 Temporary Securities
	  	37
	 SECTION 2.10.
	 	 Cancellation
	  	37
	 SECTION 2.11.
	 	 Defaulted Interest
	  	37
	 SECTION 2.12.
	 	 Identification Numbers
	  	37
	 SECTION 2.13.
	 	 Delisting
	  	38
		
	ARTICLE III	  	 
		
	Redemption	  	 
			
	 SECTION 3.01.
	 	 Notices to Trustee
	  	38
	 SECTION 3.02.
	 	 Selection of Securities To Be Redeemed
	  	38
	 SECTION 3.03.
	 	 Notice of Redemption
	  	39
	 SECTION 3.04.
	 	 Effect of Notice of Redemption
	  	39
	 SECTION 3.05.
	 	 Deposit of Redemption Price
	  	39
	 SECTION 3.06.
	 	 Securities Redeemed in Part
	  	40

  










					
	ARTICLE IV	  	 
		
	Covenants	  	 
			
	 SECTION 4.01.
	 	 Covenant Suspension
	  	40
	 SECTION 4.02.
	 	 Payment of Securities
	  	40
	 SECTION 4.03.
	 	 SEC Reports
	  	41
	 SECTION 4.04.
	 	 Limitation on Debt
	  	41
	 SECTION 4.05.
	 	 Limitation on Restricted Payments
	  	43
	 SECTION 4.06.
	 	 Limitation on Liens
	  	46
	 SECTION 4.07.
	 	 Limitation on Asset Sales
	  	46
	 SECTION 4.08.
	 	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	49
	 SECTION 4.09.
	 	 Limitation on Transactions with Affiliates
	  	50
	 SECTION 4.10.
	 	 Designation of Restricted and Unrestricted Subsidiaries
	  	52
	 SECTION 4.11.
	 	 Limitation on Sale and Leaseback Transactions
	  	53
	 SECTION 4.12.
	 	 Change of Control
	  	53
	 SECTION 4.13.
	 	 Further Instruments and Acts
	  	54
		
	ARTICLE V	  	 
		
	Successor Company	  	 
			
	 SECTION 5.01.
	 	 When Company May Merge or Transfer Assets
	  	54
		
	ARTICLE VI	  	 
		
	Defaults and Remedies	  	 
			
	 SECTION 6.01.
	 	 Events of Default
	  	56
	 SECTION 6.02.
	 	 Acceleration
	  	58
	 SECTION 6.03.
	 	 Other Remedies
	  	58
	 SECTION 6.04.
	 	 Waiver of Past Defaults
	  	58
	 SECTION 6.05.
	 	 Control by Majority
	  	59
	 SECTION 6.06.
	 	 Limitation on Suits
	  	59
	 SECTION 6.07.
	 	 Rights of Holders to Receive Payment
	  	59
	 SECTION 6.08.
	 	 Collection Suit by Trustee
	  	59
	 SECTION 6.09.
	 	 Trustee May File Proofs of Claim
	  	60
	 SECTION 6.10.
	 	 Priorities
	  	60
	 SECTION 6.11.
	 	 Undertaking for Costs
	  	60
	 SECTION 6.12.
	 	 Waiver of Stay or Extension Laws
	  	60

  

 (ii) 









					
	ARTICLE VII	  	 
		
	Trustee	  	 
			
	 SECTION 7.01.
	 	 Duties of Trustee
	  	61
	 SECTION 7.02.
	 	 Rights of Trustee
	  	62
	 SECTION 7.03.
	 	 Individual Rights of Trustee
	  	63
	 SECTION 7.04.
	 	 Trustee’s Disclaimer
	  	63
	 SECTION 7.05.
	 	 Notice of Defaults
	  	63
	 SECTION 7.06.
	 	 Reports by Trustee to Holders
	  	63
	 SECTION 7.07.
	 	 Compensation and Indemnity
	  	63
	 SECTION 7.08.
	 	 Replacement of Trustee
	  	64
	 SECTION 7.09.
	 	 Successor Trustee by Merger
	  	65
	 SECTION 7.10.
	 	 Eligibility; Disqualification
	  	65
	 SECTION 7.11.
	 	 Preferential Collection of Claims Against Company
	  	66
		
	ARTICLE VIII	  	 
		
	Discharge of Indenture; Defeasance	  	 
			
	 SECTION 8.01.
	 	 Discharge of Liability on Securities; Defeasance
	  	66
	 SECTION 8.02.
	 	 Conditions to Defeasance
	  	67
	 SECTION 8.03.
	 	 Application of Trust Money
	  	68
	 SECTION 8.04.
	 	 Repayment to Company
	  	68
	 SECTION 8.05.
	 	 Indemnity for Government Obligations
	  	68
	 SECTION 8.06.
	 	 Reinstatement
	  	68
		
	ARTICLE IX	  	 
		
	Amendments	  	 
			
	 SECTION 9.01.
	 	 Without Consent of Holders
	  	69
	 SECTION 9.02.
	 	 With Consent of Holders
	  	69
	 SECTION 9.03.
	 	 Compliance with Trust Indenture Act
	  	70
	 SECTION 9.04.
	 	 Revocation and Effect of Consents and Waivers
	  	70
	 SECTION 9.05.
	 	 Notation on or Exchange of Securities
	  	71
	 SECTION 9.06.
	 	 Trustee To Sign Amendments
	  	71
	 SECTION 9.07.
	 	 Payment for Consent
	  	71
		
	ARTICLE X	  	 
		
	Miscellaneous	  	 
	 SECTION 10.01.
	 	 Trust Indenture Act Controls
	  	72
	 SECTION 10.02.
	 	 Notices
	  	72

  

 (iii) 









					
	 SECTION 10.03.
	 	 Communication by Holders with Other Holders
	  	73
	 SECTION 10.04.
	 	 Certificate and Opinion as to Conditions Precedent
	  	73
	 SECTION 10.05.
	 	 Statements Required in Certificate or Opinion
	  	73
	 SECTION 10.06.
	 	 When Securities Disregarded
	  	73
	 SECTION 10.07.
	 	 Rules by Trustee, Paying Agent and Registrar
	  	74
	 SECTION 10.08.
	 	 Legal Holidays
	  	74
	 SECTION 10.09.
	 	 Governing Law
	  	74
	 SECTION 10.10.
	 	 No Recourse Against Others
	  	74
	 SECTION 10.11.
	 	 Successors
	  	74
	 SECTION 10.12.
	 	 Multiple Originals
	  	74
	 SECTION 10.13.
	 	 Table of Contents; Headings
	  	74

  

 (iv) 








 CROSS-REFERENCE TABLE 
  

			
	 TIA
Section

	  	Indenture
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)
	  	N.A.
	        (c)
	  	N.A.
	 313 (a)
	  	7.06
	        (b)(1)
	  	N.A.
	        (b)(2)
	  	7.06
	        (c)
	  	N.A.
	        (d)
	  	7.06
	 314 (a)
	  	4.02; 4.10; N.A.
	        (b)
	  	N.A.
	        (c)(1)
	  	N.A.
	        (c)(2)
	  	N.A.
	        (c)(3)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	N.A.
	        (f)
	  	4.10
	 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)
	  	N.A.

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

 (v) 








 INDENTURE dated as of March 11, 2005, between LEVI STRAUSS & CO., a Delaware corporation (the
“Company”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, 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 the Company’s 8-5/8% Senior
Notes due 2013, to be issued, from time to time, in one or more series as in this Indenture provided (the “Initial Securities”) and, if and when issued pursuant to a registered or private exchange for the Initial Securities, the
Company’s 8-5/8% Senior Notes due 2013 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”): 
  
 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 4.09 and Section 4.07 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. 
  
 “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 $1.0 million. 
  
 Notwithstanding the foregoing, if at any time, the aggregate Fair Market Value of assets disposed of by the Company to its Subsidiaries since the Issue Date (whether or not in the ordinary course of business), other than (A) Permitted
Investments 

  

 2 








 
comprised of cash or Temporary Cash Investments, Permitted Investments of the type described in clause (d) of the definition of Permitted Investments that
are made in the ordinary course of business consistent with past practice or Permitted Investments of the type described in clause (l) of the definition of Permitted Investments, (B) dispositions pursuant to paragraphs (4), (5), (6) and (7) above,
(C) dispositions by the Company to a Restricted Subsidiary of raw materials to be used in the manufacture of finished goods, of finished goods and of work in process and (D) dispositions constituting Asset Sales, exceeds 10% of Consolidated Tangible
Assets, all asset dispositions in excess thereof (other than asset dispositions described in clauses (A), (B), (C) or (D) above) shall be treated as Asset Sales subject to the restrictions set forth in Section 4.07. For purposes of this paragraph,
the aggregate Fair Market Value of assets so transferred at any time shall be calculated by using the sum of the Fair Market Value of each asset disposition as of the date of its disposition. 
  
 “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 Securities, 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 Securities. 
  
 “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 
  
 (b) the sum of all payments of this kind. 
  

 3 








 “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 (a)(2) 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. 
  
 “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 

  

 4 








 
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 cash proceeds
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. 
  
 “Change of Control” means the occurrence of any of the following events: 
  
 (a) prior to the first Public Equity Offering that results in a Public Market, the Permitted Holders cease
to be the Beneficial Owners, directly or indirectly, of a majority of the total voting power of the Voting Stock of the Company, whether as a result of the issuance of securities of the Company, any merger, consolidation, liquidation or dissolution
of the Company, any direct or indirect transfer of securities by the Permitted Holders or otherwise; or 
  
 (b) on or after the first Public Equity Offering that results in a Public Market, 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 35% or more of the total voting power of the Voting Stock of the Company; provided,
however, that the Permitted Holders are the Beneficial Owners, directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of the Company than that other person or group; and provided
further, that the provisions of this clause (b) will not apply to Voting Trustees serving in that capacity under the Voting Trust Agreement; or 
  
 (c) 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 
  

 5 








 (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 

 
 (d) 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 
  
 (e) 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. 
  
 “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: 
  
 (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 

  

 6 








 
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 attributable to leases
constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations, 
  
 (b) amortization of debt discount and debt issuance cost, including commitment fees, 
  
 (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), 
  
 (g) Disqualified Stock Dividends, 
  
 (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, 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 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 Consolidated Fixed Charges for those four fiscal quarters; 
  

 7 








 provided, however, that: 
  
 (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 

  

 8 








 
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; 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: 

 
 (1) subject to the exclusion contained in clause (d)
below, 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 (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below), and 
  
 (2) the Company’s equity in a net loss of that Person
other than an Unrestricted Subsidiary for the specified period shall be included in determining such Consolidated Net Income, 
  
 (b) for purposes of Section 4.05 only, any net income (loss) of any Person acquired by the Company or any of its consolidated Subsidiaries
in a pooling of interests transaction for any period prior to the date of the acquisition, 
  
 (c) any net income (loss) of any Restricted Subsidiary if the Restricted Subsidiary is subject to restrictions, directly or indirectly, on
the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that: 
  
 (1) subject to the exclusion contained in clause (d) below, the Company’s equity in the net income of the Restricted Subsidiary for
the period shall be included in Consolidated Net Income up to the aggregate amount that would have been permitted at the date of determination to be dividended to the Company or another Restricted Subsidiary by that Restricted Subsidiary without
prior approval by a third party (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and government regulations applicable to that Restricted Subsidiary or
its shareholders, during that period as a dividend or other distribution (subject, in the case 

  

 9 








 
of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and 
  
 (2) the Company’s equity in a net loss of the
Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income, 
  
 (d) any gain (but not 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, 
  
 (e) any extraordinary gain or loss, 
  
 (f) the cumulative effect of a change in accounting principles, 
  
 (g) any unrealized gains or losses of the Company or its consolidated Subsidiaries on any Hedging
Obligations, and 
  
 (h) 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 that those shares, options or other rights can be redeemed at
the option of the holder only for Capital Stock of the Company (other than Disqualified Stock). 
  
 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 reserves 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; 
  

 10 








 (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) minority 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.

  
 “Consolidated Tangible Assets” means, as of any date
of determination, the sum of the amounts of Consolidated Net Tangible Assets and Consolidated Current Liabilities as of such date. 
  
 “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). 
  

 11 








 “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 
  
 (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 (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 
  

 12 








 (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. 
  
 “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 Securities. 
  
 “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned 

  

 13 








 
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. 
  
 “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 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), and 
  
 (6) any one-time,
non-recurring expenses relating to, or arising from, any closures of manufacturing facilities on or after the Issue Date, in each case incurred within 12 months after such closure, 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 will result in the receipt of cash payments in any future period). 
  
 Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to
the extent (and in the same proportion) that the net income of that Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the
Company by that Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to
that Restricted Subsidiary or its shareholders. 
  
 “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. 
  

 14 








 “European Government Obligations” means direct obligations (or certificates representing an
ownership in such direct obligations) of any country that (i) is a member of the European Monetary Union (including any agency or instrumentality thereof) and (ii) was a member of the European Monetary Union on January 1, 2004 for the payment of
which the full faith and credit of such country is pledged and which are not callable or redeemable at the issuer’s option. 
  
 “Exchange Act” means the Securities Exchange Act of 1934. 
  
 “Existing Bank Credit Facilities” means (i) the Credit Agreement dated as of September 29, 2003, 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, and (ii) the Credit Agreement dated as of September 29, 2003, among the Company, the lenders
party thereto and Bank of America, N.A., as administrative agent, in each case 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. 
  
 “Floating Rate Notes” means the floating
rate senior notes of the Company due 2012 and issued on the Issue Date pursuant to the indenture dated as of the Issue Date between the Company and Wilmington Trust Company, as trustee. 
  
 “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. 
  

 15 








 “GAAP” means United States generally accepted accounting principles as in effect on the Issue
Date, including those set forth: 
  
 (a) in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, 
  
 (b) in the statements and pronouncements of the Financial Accounting Standards Board, 
  
 (c) in other statements by another entity as approved by a
significant segment of the accounting profession, and 
  
 (d) 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, including opinions and
pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 
  
 “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. 
  

 16 








 “Holder” or “Securityholder” means the Person in whose name the Security is
registered on the Security 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. 
  

“Indenture” means this Indenture as amended or supplemented from time to time. 
  
 “Independent Financial Advisor” means an investment banking firm of national standing or any third party appraiser
of national standing, provided that the firm or appraiser is not an Affiliate of the Company. 
  
 “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 
  

 17 








 (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 Securities 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, 
  
 (c) all distributions and other payments required to be made
to minority 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 

  

 18 








 
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 Treasurer or the Assistant Treasurer 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 or principal financial 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 or the Trustee. 
  
 “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 consistent with past practices
of the Company or the applicable 

  

 19 








 
Restricted Subsidiary, as the case may be, provided that those loans and advances do not exceed $5.0 million at any one time outstanding; 
  
 (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 made for Fair Market Value that does not exceed $100.0 million 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 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; 
  

 20 








 (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 requirements, 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 or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or 

  

 21 








 
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; 
  
 (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 the Property of any Restricted Subsidiary to secure any Debt permitted to be Incurred by the Restricted Subsidiary pursuant to Section 4.04;

  

 22 








 (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 the 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 5.0% 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, 
  

 23 








 (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; 
  
 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. 
  
 “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 after consultation with the independent
certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent registered public accounting firm of the Company, as the case may be. 
  
 “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. 
  
 “principal” of any Debt (including the Securities) means the principal amount of such Debt plus the premium, if any, on such Debt. 
  

 24 








 “Public Equity Offering” means an underwritten public offering of common stock of the Company
pursuant to an effective registration statement under the Securities Act. 
  
 “Public Market” means any time after: 
  
 (a) a Public Equity Offering has been consummated, and 
  
 (b) at least 15% of the total issued and outstanding common stock of the Company has been distributed by
means of an effective registration statement under the Securities Act. 
  
 “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 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 

  

 25 








 
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 
  
 (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; 
  

 26 








 (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 4.07 and Section 4.04 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 

  

 27 








 
(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 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. 
  
 “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 

  

 28 








 
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 Securities 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 European 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 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 million (or its foreign currency equivalent at the 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 

  

 29 








 
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, “Trust Indenture Act” means, to the extent
required by any such amendments, the Trust Indenture Act of 1939 as so amended. 
  
 “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 
  
 “Trust Officer” means any officer within the Corporate Trust Administration department of the Trustee (or any
successor group of the trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject. 
  
 “Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “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. 
  


 30 








 “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. 
  
 “Voting Trust Certificates” means those certificates issued
pursuant to the Voting Trust Agreement. 
  
 “Voting
Trustees” means the persons entitled to act as voting trustees 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 Security”
	  	Appendix A
	 “Global Security”
	  	Appendix A
	 “legal defeasance option”
	  	8.01
	 “Legal Holiday”
	  	10.08
	 “Offer Amount”
	  	4.07
	 “Offer Period”
	  	4.07
	 “OID”
	  	2.01
	 “Original Securities”
	  	2.01

  

 31 









			
	 Term

	  	Defined in
Section


	 “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

  
 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 Securities. 
  
 “indenture security holder” means a Securityholder. 
  
 “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; 
  

 32 








 (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 noninterest 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. 
  
 ARTICLE II 
  
 The Securities 
  
 SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. All Securities shall be identical in all respects other than issue prices and issuance dates. The Securities may be issued in one or more
series; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same series as any Securities that are issued with a different
amount of OID or are not issued with OID. All Securities of any one series shall be substantially identical except as to denomination. 
  
 Subject to Section 2.03, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of
€150,000,000 (the “Original Securities”). With respect to any Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original
Securities 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 Securities: 
  
 (1) whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which
shall distinguish the Securities of the series from Securities of any other series); 
  
 (2) the aggregate principal amount of such Securities that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and except for Securities which, pursuant to Section
2.03, are deemed never to have been authenticated and delivered hereunder); 
  

 33 








 (3) the issue price and issuance date of such Securities, including the date from which
interest on such Securities shall accrue; 
  
 (4)
if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositories for such Global Securities, the form of any legend or legends that shall be borne
by any such Global Security in addition to or in lieu of that set forth in Exhibit 1 to Appendix A 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 Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; and 
  
 (5) if applicable, that such Securities shall not be issued
in the form of Initial Securities subject to Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A. 
  
 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 Securities of each series and the Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made part of this Indenture. The Initial Securities of each series and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to Appendix A which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities of each series may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. Each Security shall be dated the date of its authentication. The terms of
the Securities of each series set forth in Exhibit 1 to Appendix A and Exhibit A are part of the terms of this Indenture. 
  
 SECTION 2.03. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The
Company’s seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. 
  
 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless. 
  

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 At any time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities 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 Securities, and the
Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. 
  
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this Indenture. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and
demands. Initially, Citibank, N.A., London will act as Authentication Agent. 
  
 SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office
or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities 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, which shall
incorporate the terms of the TIA. 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 Securities 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 Securities are listed on any other securities exchange, the Company will satisfy any
requirement at such securities exchange as to paying agents. So long as the Securities are listed on the Luxembourg Stock Exchange, any change in the Paying Agent or Registrar shall be notified to Holders of Securities by publication of notices to
the Holders of the Securities in accordance with the provisions of Section 10.02 of this Indenture. 
  

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 The Company initially appoints the Trustee as Registrar and Paying Agent and Dexia Banque Internationale
à Luxembourg as Luxembourg Paying Agent in connection with the Securities. 
  
 SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Security, 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 Securityholders or the Trustee all money held by the Paying
Agent for the payment of principal of or interest on the Securities and shall notify the Trustee 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. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders. 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 Securityholders. 
  
 SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security 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. 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 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 Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. 
  
 Every replacement Security is an additional obligation of the Company.

  
 SECTION 2.08. Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. 
  

 36 








 If a Security 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 Security 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 Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest
on them ceases to accrue. 
  
 SECTION 2.09. Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

  
 SECTION 2.10. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and
dispose of all Securities surrendered for registration of transfer, exchange, payment or cancellation in its customary manner. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for
cancellation. 
  
 SECTION 2.11. Defaulted Interest. If the
Company defaults in a payment of interest on the Securities, 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 Securityholders 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 Securityholder a
notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
  
 SECTION 2.12. Identification Numbers. The Company in issuing the Securities may use “ISIN” or “Common Code” numbers (if then
generally in use) and, if so, the Trustee shall use “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 “ISIN” or “Common Code” number that appears on any Security, 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, 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. 
  

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 SECTION 2.13. Delisting. The European Commission has proposed a Directive of the European
Parliament and of the Council (2003/0045 (COD), the “Transparency Directive”) on the harmonization of transparency requirements relating to financial information of issuers whose securities are admitted to trading on a regulated market in
the European Union, such as the Luxembourg Stock Exchange. If the Securities are listed on the Luxembourg Stock Exchange and the Transparency Directive is adopted in a form that would require the Company to publish its financial statements according
to accounting principles that are materially different from U.S. generally accepted accounting principles or that would otherwise impose requirements on it that it in good faith determine are unduly burdensome, it may de-list the Securities from the
Luxembourg Stock Exchange. The Company will use commercially reasonable efforts to obtain an alternative admission to listing, trading and/or quotation for the Securities by another listing authority, exchange and/or system outside the European
Union, as it may decide. If such an alternative admission is not available to the it or is, in the Company’s opinion, unduly burdensome, the Company may decide not to obtain an alternative admission to listing the Securities. Notice of any
de-listing and/or alternative admission will be given in accordance with Section 10.02. 
  
 ARTICLE III 
  
 Redemption

  
 SECTION 3.01. Notices to Trustee. If the Company
elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and that such redemption is being made pursuant to paragraph 5 of
the Securities. 
  
 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 Securities To Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection
from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than €50,000. Securities and portions of them the Trustee selects
shall be in amounts of €50,000 or a whole multiple of €50,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for 

  

 38 








 
redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities 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 Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed. 
  
 The notice shall identify the Securities to be redeemed and shall state: 
  
 (1) the redemption date; 
  
 (2) the redemption price or the information specified in
clause (c) of paragraph 5 of the Securities; 
  
 (3) the name and address of the Paying Agent; 
  
 (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
  
 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities
to be redeemed; 
  
 (6) that, unless the Company
defaults in making such redemption payment, interest on Securities (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 ISIN or Common Code number, if
any, listed in such notice or printed on the Securities. 
  
 At
the Company’s 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. 
  
 SECTION 3.04. Effect of
Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities 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. Prior to the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (subject to the right of 

  

 39 








 
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 Securities to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Company to the Trustee for cancellation. 
  
 SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
  
 ARTICLE IV 
  
 Covenants 
  
 SECTION 4.01. Covenant Suspension. During any period of time that: 
  
 (a) the Securities 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 result of the preceding sentence and, subsequently, one or both
of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Securities 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
Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due. 
  

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 The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and
it shall pay interest on overdue installments of interest at the rate borne by the Securities 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 Commission and provide the Trustee and Holders of Securities 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
the Company shall not be so obligated to file the information, documents and reports with the Commission if the Commission does not permit those filings. 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 rely exclusively on Officer’s Certificates). 
  
 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 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. 
  
 “Permitted Debt” means: 
  

(a) Debt of the Company evidenced by the Original Securities, the Floating Rate Notes and the 9-3/4% senior notes of the Company due
2015 issued on December 22, 2004; 
  
 (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 

  

 41 








 
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 used to Repay Debt under the Credit Facilities or otherwise 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 Securities; 
  
 (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 Securities; 
  
 (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, the Company would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first
paragraph of this covenant; 
  
 (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 

  

 42 








 
agreements are related to payment obligations on Debt otherwise permitted by the terms of this covenant; 
  
 (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; 
  
 (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 outstanding on the Issue Date not otherwise
described in clauses (a) through (g) above; 
  
 (i) Debt of the Company or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed $100.0 million; and 
  
 (j) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and
clauses (a), (d) and (h) above. 
  
 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 an item of Debt in more than one of the types of Debt described above. 
  
 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

  

 43 








 (c) the aggregate amount of that Restricted Payment and all other Restricted Payments
declared or made since 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 the beginning of the fiscal quarter ending February 27, 2005, 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, 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); provided, however, that the foregoing sum shall 

  

 44 








 
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. 
  
 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 at the time of the payment of the dividend, no other Default or
Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that, if declared on or after the Issue Date, 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 on or after the Issue Date 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 on or after the Issue Date 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 on or after the Issue Date; and 
  
 (e) permit a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary on or after the Issue Date 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. 
  

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 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 Securities 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 Securities) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, provided,
however, that 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 for purposes of this clause (ii); and 
  
 (iii) the Company delivers an Officers’ Certificate to
the Trustee certifying that such Asset Sale complies with the foregoing clauses (i) and (ii). 
  
 (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
Incurred pursuant to clause (b) of the definition of Permitted Debt (excluding, in any such case, any Debt 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 

  

 46 








 
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 shall constitute “Excess
Proceeds”. 
  
 When the aggregate amount of Excess Proceeds
not previously subject to a Prepayment Offer (as defined below) exceeds $10.0 million (taking into account income earned on those Excess Proceeds, if any), the Company will be required to make an offer to purchase the Securities (the
“Prepayment Offer”) 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 Securities have been given the opportunity to
tender their Securities 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 Securities outstanding on the date of the Prepayment Offer, and 
  
 (2) the denominator of which is the sum of the aggregate principal amount of the Securities outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Company outstanding
on the date of the Prepayment Offer that is pari passu in right of payment with the Securities 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) Within five Business Days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph, the Company shall (A)
send a written notice, by first-class mail, to the Holders of Securities, 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 

  

 47 








 
Prepayment Offer and (B) so long as the Securities are listed on the Luxembourg Stock Exchange, publish such written notice in a Luxembourg newspaper of
general circulation. 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 Section 4.07(b). 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
Securities 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 Securities 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 Security purchased shall be required to surrender the Security, 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 Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased. If at the expiration of the Offer
Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on pro rata basis for all Securities, (with such adjustments as may be deemed appropriate by
the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased
portion of the Securities surrendered. 
  

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 (4) At the time the Company delivers Securities to the Trustee that are to be accepted
for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted
for purchase at the time the Trustee or the 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 Securities pursuant to the covenant described hereunder. 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. 
  
 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 Securities than
those under the agreement evidencing the Debt so Refinanced, 
  

 49 








 (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 Securities 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 Securities
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. 
  
 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 
  

 50 








 (b) if the Affiliate Transaction involves aggregate payments or value in excess of $10.0
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 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 $5.0 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 Facilities” 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. 
  

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 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 
  
 (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 
  

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 (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 
  
 (2) create a Lien on the Property securing that Attributable Debt without also securing the Securities 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 Securities shall have the right to require the Company to repurchase all or any part of such Holder’s Securities 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, so long as the Securities are listed on the Luxembourg Stock Exchange, published in a Luxembourg newspaper of general circulation and (ii) send, by first-class mail,
with a copy to the Trustee, to each Holder of Securities, at such Holder’s address appearing in the Security Register, a notice stating: (A) that a Change of Control Offer is being made pursuant to this Section 4.12 and that all Securities
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 Securities must follow in order to tender their Securities (or portions thereof) 

  

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for payment and the procedures that Holders of Securities must follow in order to withdraw an election to tender Securities (or portions thereof) for
payment. 
  
 (c) Holders electing to have a Security purchased
shall be required to surrender the Security, 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 telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased. 
  
 (d) Prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with 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 Securities 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 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 Securities 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. 
  
 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. 
  
 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


  

 54 








 
(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 Securities, 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; 
  
 (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, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of Section 4.04,
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 have been satisfied; and 
  

 55 








 (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 Securities.

  
 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 Security 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 any Security 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 5; 
  

(4) the Company fails to comply with any covenant or agreement in the Securities 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 such Debt at maturity, in an aggregate amount greater than $25.0 million or its foreign currency equivalent at the time; 
  
 (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
  

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 (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; or 
  
 (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 $25.0 million, or its foreign currency equivalent at the time, that shall be rendered against the Company or any Restricted
Subsidiary and 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 Securities
then outstanding notify the Company (and in the case of such notice by Holders, the Trustee) 

  

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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. 
  
 SECTION 6.02. Acceleration. If an Event of Default with respect to any of the Securities (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 the Securities 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 Securities 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 Securities shall be due and payable immediately without any
declaration or other act by the Trustee or the Holder of the Securities. 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 Securities 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 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 interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
  

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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 Securities 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 Security or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder 

  

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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 Securities 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 Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders 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. Prior to taking any action hereunder, the Trustee
shall be entitled to reasonable security or indemnification against all losses and expenses caused by taking or not taking such action. 
  
 SECTION 6.06. Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities 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 Securities then outstanding shall have made a written request, and such Holder or Holders shall have offered reasonable security or indemnity, to
the Trustee 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 Securities outstanding a direction inconsistent with such request, within 60 days
after such notice, request and offer. 
  
 The foregoing
limitations on the pursuit of remedies by a Securityholder shall not apply to a suit instituted by a Holder of Securities for the enforcement of payment of the principal of, and premium, if any, or interest on such Security on or after the
applicable due date specified in such Security. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 
  
 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 Securities held by such Holder, on or after the respective due dates expressed in the Securities, 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 

  

 59 








 
whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

  
 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 Securityholders 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 the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
  
 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 Section 7.07; 
  
 SECOND: to
Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

  
 THIRD: to the Company. 
  
 The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder 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 Securities. 
  
 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 waives all benefit or advantage of any such law, and shall not 

  

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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 covenants or obligations shall be read into this Indenture against the Trustee; and 
  

(2) in the absence of bad faith 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 wilful 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 Section 6.05. 
  
 (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. 
  

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 (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 Security Custodian. 
  
 (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 may require an
Officers’ Certificate or 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 the 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 wilful 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 Securities 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. 
  

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 (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 it in compliance with such request or direction. 
  

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
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 Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall
not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 
  
 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 Securityholder 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 Security, 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 Securityholders. 
  
 SECTION
7.06. Reports by Trustee to Holders. As promptly as practicable after each December 31 beginning with December 31, 2004, and in any event prior to March 31 in each year, the Trustee shall mail to each Securityholder 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 Securityholders shall be filed with the SEC and each stock exchange (if
any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities 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 reasonable
compensation for its services. 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 

  

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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 acceptance and administration of this trust and the performance of its duties hereunder. 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 wilful misconduct, negligence or bad faith. 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. 
  
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities 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 Securities. 
  
 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 Securities 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 Securities 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. 
  

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 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 Securityholders. 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 or the Holders of 10% in aggregate principal amount of the Securities 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 Securityholder who has
been a bona fide Holder of a Security 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 of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07
shall continue for the benefit of the retiring Trustee. 
  
 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 Securities 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 Securities so authenticated; and in case at
that time any of the Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the Securities 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 

  

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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 Securities; Defeasance. (a)
When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities 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 Securities, including interest thereon to maturity or such
redemption date (other than Securities 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 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 Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.03, 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 Securities may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities 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 Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance 

  

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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 Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive such satisfaction or discharge. 

 
 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 Euros or European Government Obligations for the payment of principal of and interest on the Securities to maturity or redemption, as the case
may be; 
  
 (2) the Company delivers to the
Trustee a certificate from a nationally recognized independent registered public accounting firm expressing its opinion that the payments of principal and interest when due and without reinvestment on the deposited European 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 when due on all the Securities 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) the deposit does not constitute a default under any other agreement or instrument binding on the
Company; 
  
 (5) 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; 
  
 (6) 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 Securityholders 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; 
  
 (7) 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 Securityholders will not recognize income, gain or loss for Federal income tax 

  

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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 
  
 (8) 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 Securities 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 Securities at a future date in accordance with Article III. 
  
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or European. Government Obligations deposited with it pursuant to
this Article VIII. It shall apply the deposited money and the money from European Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities. 
  
 SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 
  
 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, Securityholders 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 European Government Obligations or the principal and interest received on such European Government Obligations. 
  
 SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or European 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 Securities 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 European
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 Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such payment from the money or European Government Obligations held by the Trustee or Paying Agent. 
  

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 ARTICLE IX 
  
 Amendments 
  
 SECTION 9.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of
any Securityholder: 
  
 (1) to cure any
ambiguity, omission, defect or inconsistency; 
  
 (2) to comply with Article V; 
  
 (3) to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner
such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
  
 (4) to add Guarantees with respect to the Securities; 
  
 (5) to secure the Securities, 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) evidence and provide for the acceptance of appointment by a successor trustee; 
  
 (8) to make any change that does not adversely affect the
rights of any Securityholder; or 
  
 (9) to
provide for the issuance of additional Securities in accordance with this Indenture. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, 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 Securities without notice to any Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent of each Securityholder affected thereby, an
amendment may not: 
  
 (1) reduce the amount of
Securities whose Holders must consent to an amendment; 
  

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

  
 (3) reduce the principal of or extend the
Stated Maturity of any Security; 
  
 (4) impair
the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities;

  
 (5) reduce the amount payable upon the
redemption or repurchase of any Security under Article III or Section 4.07 or 4.12, change the time at which any Security 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 Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; 
  
 (6) make any Security payable in money other than that
stated in the Security; 
  
 (7) 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; 
  
 (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section; or 
  
 (9) subordinate the Securities 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 mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, 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 Securities 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 Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the 

  

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same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security 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 Securityholder. 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 Securityholders 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 Securityholders 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 Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver such Security to the Trustee. The Trustee may
place an appropriate notation on the Security regarding the changed terms and return such Security to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security 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 be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in 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 Securities 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. 
  

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 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: 
  
 Wilmington Trust Company 
 Rodney Square North 
 1100 North Market Street

 Wilmington, DE 19890-0001 
 Facsimile: (302) 636-4140 
  
 Attention of: Corporate
Trust Administration 
  
 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 Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
  
 Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.
All notices shall be deemed to have been given (whether or not the addressee receives it) upon (i) the mailing by first class mail, postage prepaid, of such notices to Securityholders at their registered addresses as they appear on the registration
books of the Registrar and (ii) so long as the Securities are listed on the Luxembourg Stock Exchange and it is required by the rules of the Luxembourg Stock Exchange, publication of such notice in English in a leading newspaper having general
circulation in 

  

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Luxembourg (which is expected to be the Luxembourg Wort) or, if such publication is not practicable, in one other leading English language daily
newspaper with general circulation in Europe, such newspaper being published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. 
  
 SECTION 10.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. 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 complied with. 
  
 SECTION 10.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities 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 

  

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direction, waiver or consent, only Securities that the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination. 
  
 SECTION 10.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent or co-registrar may make reasonable rules for their
functions. 
  
 SECTION 10.08. 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 10.09. 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 10.10. 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 Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall
waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 
  
 SECTION 10.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors. 
  
 SECTION
10.12. 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.

  
 SECTION 10.13. 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. 
  

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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/ Hans Ploos van Amstel


	 	 	 Name:
	 	 Hans Ploos van Amstel

	 	 	 Title:
	 	 Chief Financial Officer

	
	WILMINGTON TRUST COMPANY,
		
	 by
	 	 /s/ Sandra R. Ortiz


	 	 	 Name:
	 	 Sandra R. Ortiz

	 	 	 Title:
	 	 Financial Services Officer



  

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 APPENDIX A 
  
 PROVISIONS RELATING TO INITIAL SECURITIES 
 AND EXCHANGE SECURITIES 
  
 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., formerly known as Cedel Bank, S.A., or any successor securities clearing agency. 
  
 “Definitive Security” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the
restricted securities legend set forth in Section 2.3(d). 
  
 “Depositary” means Citibank, N.A., 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”, with respect to any Securities, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such Securities 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 Securities. 
  
 “Exchange Securities” means the
8-5/8% Senior Notes due 2013 to be issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement. 
  
 “Euroclear” means Morgan Guaranty Trust Company of New York (Brussels office) as operator of the Euroclear
Clearance System or any successor securities clearing agency. 
  
 “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
  
 “Initial Purchasers” means Banc of America Securities Limited, Citigroup Global Markets Limited, Goldman, Sachs & Co., J.P. Morgan
Securities Ltd., Scotia Capital Inc., Bear, Stearns & Co. Inc. and Credit Suisse First Boston (Europe) Limited. 
  
 “Initial Securities” means the 8-5/8% Senior Notes due 2013, to be issued from time to time, in one or more series as provided for in this
Indenture. 
  









 “Original Securities” means Initial Securities in the aggregate principal amount of
€150,000,000 issued on March 11, 2005. 
  
 “Private
Exchange” means the offer by the Company, pursuant to Section 2 of the Registration Rights Agreement dated as of March 11, 2005, or pursuant to any similar provision of any other Registration Rights Agreement, to issue and deliver to certain
purchasers, in exchange for the Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities. 
  
 “Private Exchange Securities” means the 8-5/8% Senior Notes due 2013 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 March 7, 2005, among the Company and the Initial Purchasers relating to the Original Securities, or any similar agreement relating to any future sale
of Initial Securities 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 Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act. 
  
 “Registration Rights Agreement” means the Registration Rights Agreement dated as of March 11, 2005, among the Company and the Initial Purchasers relating to the Original Securities, or any similar agreement
relating to any additional Initial Securities. 
  
 “Rule 144A
Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A. 
  
 “Securities” means the Initial Securities and the Exchange Securities, treated as a single class. 
  
 “Securities Act” means the Securities Act of 1933, as amended.

  
 “Securities Custodian” means the custodian with
respect to a Global Security (as appointed by the Depositary) or any successor person thereto, who shall initially be the Trustee. 
  
 “Shelf Registration Statement” means a registration statement issued by the Company in connection with the offer and sale of Initial Securities
or Private Exchange Securities pursuant to the Registration Rights Agreement. 
  
 “Transfer Restricted Securities” means Definitive Securities and any other Securities that bear or are required to bear the legend set forth in Section 2.3(d) hereto. 
  

 2 








 1.2 Other Definitions 
  

			
	 Term

	  	 Defined in
 Section:


	 “Agent Members”
	  	2.1(b)
	 “Global Security”
	  	2.1(a)
	 “IAI Global Security”
	  	2.1(a)
	 “Regulation S”
	  	2.1    
	 “Rule 144A”
	  	2.1    
	 “Rule 144A Global Security”
	  	2.1(a)
	 “Regulation S Global Security”
	  	2.1(a)

  
 2. The
Securities 
  
 2.1 Form and Dating 
  
 The Initial Securities will be offered and sold by the
Company, from time to time, pursuant to one or more Purchase Agreements. The Initial Securities 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 Securities 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. 
  
 (a) Global Securities. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A
Global Security”), Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more global securities (collectively, the “Regulation S Global Security”) and, subject to Section 2.4
hereof, Initial Securities 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
Security”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The Rule 144A Global Security, IAI
Global Security and Regulation S Global Security are collectively referred to herein as “Global Securities.” The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee as hereinafter provided. 
  
 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

  

 3 








 The Company shall execute and the Trustee 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 Securities that (a) shall be registered in the name of the Depositary for such Global Security or Global Securities 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 Securities Custodian. 
  
 Members of, or participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, 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 Security 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 Euroclear or Clearstream or impair, as between Euroclear or Clearstream and their respective 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 Security. 
  
 (c) Definitive Securities. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of Definitive Securities. 

 
 2.2 Authentication. The Trustee or Authentication Agent shall
authenticate and deliver: (1) Original Securities for original issue in an aggregate principal amount of 150,000,000, (2) additional Initial Securities, 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 Securities or Private Exchange Securities 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 Securities or Private Exchange Securities, 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 amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. The aggregate
principal amount of Securities 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 Securities. When Definitive Securities are presented to the Registrar or a co-registrar with a request: 
  
 (x) to register the transfer of such Definitive Securities; or 
  

 4 








 (y) to exchange such Definitive Securities for an equal principal amount of Definitive
Securities 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 Securities 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 Securities 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 Securities 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 Securities are being transferred to the Company, a certification to that effect; or

  
 (C) if such Definitive Securities 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 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(d)(i). 
  
 (b) Transfer and Exchange of Global Securities. 
  
 (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through
the 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
Security 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 Euroclear and Clearstream to be credited with a
beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount
equal to the beneficial interest in the Global Security being transferred. In the case of a transfer of a beneficial interest in a Global Security to an IAI, the transferee must furnish a signed letter to the 

  

 5 








 
Trustee containing certain representations and agreements in the form of Exhibit B hereto. 
  
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial
interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security 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 Security 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 Security 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 Security is exchanged for Definitive Securities 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 Securities, such Securities 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 Securities 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. 
  
 (c) Legend. 
  
 (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Securities and the
Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: 
  
 “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING
THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN
AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE 

  

 6 








 
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE) THAT IS ACQUIRING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE
COMPANY AND TRUSTEE, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) 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. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS NOTE AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY
MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS NOTE COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING
THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.” 
  
 THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE SOLD, TRANSFERRED OR DELIVERED IN THE NETHERLANDS OTHER THAN 

  

 7 








 
TO PROFESSIONAL MARKET PARTIES (“PMPs”) WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT
INSTITUTIONS 1992. EACH HOLDER OF NOTES RESIDING IN THE NETHERLANDS, BY PURCHASING THE NOTES, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING SUCH NOTES FOR ITS OWN ACCOUNT
OF FOR THE ACCOUNT OF A PMP, (2) SUCH NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO RESIDENTS OF THE NETHERLANDS OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A PMP AND (3) THE HOLDER WILL PROVIDE
NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE RESIDING IN THE NETHERLANDS. 
  
 Each Definitive Security will also bear the following additional 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.” 
  
 (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global
Security) pursuant to Rule 144 under the Securities Act: 
  
 (A) in the case of any Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the
legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security; and 
  
 (B) in the case of any Transfer Restricted Security that is represented by a Global Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, 
  
 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 Security). 
  
 (iii) After a transfer of any Initial Securities or Private Exchange Securities, as the case may be, during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange 

  

 8 








 
Securities, all requirements pertaining to restricted legends on such Initial Security or such Private Exchange Security will cease to apply and an Initial
Security or Private Exchange Security, as the case may be, in global form without restricted legends will be available to the transferee of the beneficial interests of such Initial Securities or Private Exchange Securities. 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 Securities without restricted legends. 
  
 (iv) Upon the consummation of a Registered Exchange Offer
with respect to the Initial Securities pursuant to which certain Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, Exchange Securities in global form without the restricted legends will be
available to Holders or beneficial owners that exchange such Initial Securities (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 an Officers’ Certificate to the Trustee instructing the Trustee to issue Securities without restricted legends. 
  
 (d) Cancelation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, repurchased or canceled, such Global Security shall be returned by the Depositary to the Trustee for cancelation or retained and canceled by the Trustee. At any time prior to such cancelation, if any
beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. 
  
 (e) Obligations with Respect to Transfers and Exchanges
of Securities. 
  
 (i) To permit
registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities 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). 
  
 (iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning
15 days before the mailing of a notice of redemption or an offer to repurchase Securities or 15 days before an interest payment date. 
  

 9 








 (iv) Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest
on such Security and for all other purposes whatsoever, whether or not such Security 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 Securities 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 Securities 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 Security, a member of, or a participant in 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 Securities 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 Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders (which shall
be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security 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 Security (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Security) 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 Securities 
  
 (a) A Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be
transferred to the 

  

 10 








 
beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, 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 Security 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 Securities under this Indenture. 
  
 (b) Any Global Security 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 Security, an equal aggregate principal amount
of Definitive Securities of authorized denominations. Definitive Securities issued in exchange for any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of
€50,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Any Definitive Security delivered in exchange for an interest in the Global Security 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 Security 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 Securities. 
  
 (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 Securities in
definitive, fully registered form without interest coupons. 
  

 11 








 EXHIBIT 1 
 TO APPENDIX A 
  
 [FORM OF FACE OF
INITIAL SECURITY] 
  
 [Global Securities 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. 
  
 [Restricted Securities Legend] 
  
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER,
IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON 

  









 
THE REVERSE OF THIS NOTE), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE
TRANSFEREE TO THE COMPANY AND TRUSTEE,(5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) 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. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS NOTE AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS NOTE COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS NOTE FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATIONS UNDER THE SECURITIES ACT. 
  
 THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE SOLD, TRANSFERRED OR DELIVERED IN THE NETHERLANDS OTHER THAN TO PROFESSIONAL MARKET PARTIES
(“PMPs”) WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992. EACH HOLDER OF NOTES RESIDING IN THE NETHERLANDS, BY PURCHASING THE NOTES, WILL BE DEEMED TO HAVE REPRESENTED AND
AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING SUCH NOTES FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A PMP, (2) SUCH NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO RESIDENTS OF THE NETHERLANDS
OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A PMP AND (3) THE HOLDER WILL 

  

 2 








 
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE RESIDING IN THE NETHERLANDS. 
  
 [Definitive Securities 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. 
  

 3 








  
 [FORM OF FACE OF INITIAL
SECURITY] 
  

			
	 No.
	  	3€                    

  
 8-5/8% Senior Notes due
2013 
  
 ISIN No. XS02146985801 
 XS02146978552 
 Common Code
0214698583 
 0214697854 
  
 LEVI STRAUSS & CO., a Delaware corporation, promises to pay to [the authorized nominee of Euroclear or Clearstream, Luxembourg]3, or registered assigns, the principal sum [of
            Euros]4 [as set forth on the Schedule of
Increases or Decreases annexed hereto]3 on April 1, 2013. 
  
 Interest Payment Dates: April 1 and October 1. 
  
 Record Dates: March 15 and September 15. 


	1	Insert for Rule 144A Global Security. 

  

	2	Insert for Reg. S Global Security. 

  

	3	Insert for Global Securities. 

  

	4	Insert for Definitive Securities. 

  









 Additional provisions of this Security are set forth on the other side of this Security. 
  
 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


  

 2 








  
 [FORM OF REVERSE SIDE OF
INITIAL SECURITY] 
 8-5/8% Senior Notes due 2013 
  

	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 Security at the rate per annum shown above. The Company will pay interest semiannually on April 1 and October 1 of each year, commencing October 1,
2005. 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 March 11, 2005. 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 Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful. 
  
 (b) Special Interest. The holder of this Security is entitled to the
benefits of a Registration Rights Agreement, dated as of March 11, 2005, among the Company and the Purchasers named therein (the “Registration Rights Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the
meanings assigned to them in the Registration Rights Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 90th day following the
date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 180th day following the date of the original issuance of the Securities, (iii) neither the Registered
Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the date of the original issuance of the Securities, or (iv) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities at any time that the Company is obligated to maintain the
effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a “Registration Default”), interest (the “Special Interest”) shall
accrue on the principal amount of the Securities (in addition to stated interest on the Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults
have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum from and including the 91st day after the first such
Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall the Special Interest accrue at a rate in excess of 1.00% per
annum. The Special Interest will be payable in cash semiannually in arrears each April 1 and October 1. 
  

 3 









	2.	Method of Payment 

  
 The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders of Securities at the close of
business on the March 15 or September 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities 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 Securities represented by a Global Security (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 Security (including principal, premium and interest) by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on a definitive Security will be made by wire transfer 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, 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 Securities under an Indenture dated as of March 11, 2005 (the “Indenture”), between the Company and the Trustee. The
terms of the Securities 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 Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement
of those terms. 
  
 The Securities are unsubordinated unsecured
obligations of the Company limited to an aggregate principal amount at any one time outstanding as established in or pursuant to a resolution of the Board of Directors of the Company (subject to Sections 2.01 and 2.08 of the Indenture). [This
Security is one of the Original Securities referred to in the Indenture issued in an aggregate principal amount of €[            ] million. The Securities include the Original
Securities, additional Initial Securities that may be issued under the Indenture up to an aggregate principal amount as established in or pursuant to a 

  

 4 








 
resolution of the Board of Directors, and any Exchange Securities issued in exchange for Initial Securities]. [This Security is one of the additional Initial
Securities issued in an aggregate principal amount of up to €[        ]. The Securities include such additional Securities, the Original Securities in an aggregate principal amount of
€[        ] million previously issued under the Indenture and any Exchange Securities issued in exchange for Initial Securities. The additional Initial Securities, the Original Securities and the Exchange
Securities are treated as a single class of securities under the Indenture.] The Original Securities, such additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture. 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 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 Securities may not be redeemed prior to April 1, 2009. On and after that date, the Company may redeem the Securities 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 April 1 of the years set forth below: 
  

				
	 Period

	  	 Redemption
 Price

	 
	 2009
	  	104.313	%
	 2010
	  	102.156	%
	 2011 and thereafter
	  	100.000	%

  
 (b) Notwithstanding
the foregoing, on or prior to April 1, 2008, the Company may redeem up to 35% of the original aggregate principal amount of the Securities issued with the proceeds from one or more Public Equity Offerings by the Company, at a redemption price equal
to 108.625% 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 Securities remains outstanding. Any such redemption
shall be made within 90 days of such Public Equity Offering. 
  

 5 









	6.	Notice of Optional Redemption 

  
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address. Securities in denominations larger than €50,000 may be redeemed in part but only in whole multiples of €50,000. If money sufficient to pay the redemption price of and accrued interest on all
Securities (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
Securities (or such portions thereof) called for redemption. 
  

	7.	Sinking Fund 

  
 The Securities are not subject to any sinking fund. 
  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control 

  
 Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the
Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities 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.

  

	9.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of €50,000 and whole multiples of €50,000. A Holder may transfer or
exchange Securities 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 Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to
transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 

  
 The registered Holder of this Security 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 

  

 6 








 
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 Securities and the Indenture if the Company
deposits with the Trustee money or European Government Obligations for the payment of principal and interest on the Securities 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 Securities may be amended without prior notice to any Securityholder
but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities 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 Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities (i) to
cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities, 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 Securityholder; 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 the Securities then
outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities 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 Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities 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 Securities then outstanding, by written notice to the Company and the Trustee, may rescind any 

  

 7 








 
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 Securities 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 Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities. 
  

	17.	Authentication 

  
 This Security 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 Security. 
  

	18.	Abbreviations 

  
 Customary abbreviations may be used in the name of a Securityholder 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 SECURITY 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 Securities and has directed the Trustee to use such numbers in notices of
redemption as a convenience to Securityholders. No representation is made as to the 

  

 8 








 
accuracy of such numbers either as printed on the Securities 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 Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 
  


 9 








  
 ASSIGNMENT FORM 

 
 To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security 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 Security 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 Security. 
  
 In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  

					
	 (1)
	  	G	  	to the Company; or
			
	 (2)
	  	G	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (3)
	  	G	  	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)
	  	G	  	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

  

 10 









					
			
	 (5)
	  	G	  	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)
	  	G	  	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 Securities 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 Securities, 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:
	 	 	 	 
			
	 Date:
                                
	 	 	 	  
	 Signature must be guaranteed
	 	 	 	Signature of Signature
	 by a participant in a
	 	 	 	Guarantee
	 recognized signature guaranty
	 	 	 	 
	 medallion program or other
	 	 	 	 
	 signature guarantor acceptable
	 	 	 	 
	 to the Trustee
	 	 	 	 

  

 11 








  
 TO BE COMPLETED BY PURCHASER
IF (3) ABOVE IS CHECKED. 
  
 The undersigned represents and
warrants that it is purchasing this Security 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


  

 12 








  
 [TO BE ATTACHED TO GLOBAL
SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY 
  
 The initial principal amount of this Global Security
is €[            ]. The following increases or decreases in this Global Security have been made: 
  

									
	 Date of
 Exchange

	 	 Amount of decrease in
Principal Amount of this
Global Security

	 	 Amount of increase in
Principal Amount of this
Global Security

	  	Principal amount of this
Global Security following
such decrease or increase

	  	Signature of authorized
signatory of Trustee or
Securities Custodian


	 	 	 	 	 	  	 	  	 

  

 13 








  
 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Security purchased
by the Company pursuant to Section 4.07 (Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box: 
  
  ̈ 
  

If you want to elect to have only part of this Security 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 Security)	 	 

  

			
		
	Signature Guarantee:	 	 
	 	 	Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

  

 14 








  
 EXHIBIT A 
  
 [FORM OF FACE OF SECURITY] 
  

					
	 No.
	 	 	 	[up to] €                

  
 8-5/8% Senior Notes due
2013 
  
 ISIN No. 
 Common Code 
  
 LEVI STRAUSS & CO., a Delaware corporation, promises to pay to [the authorized nominee of Euroclear or Clearstream, Luxembourg], or registered
assigns, the principal sum [of                 Euros] [as set forth on the Schedule of Increases or Decreases annexed hereto] on April 1, 2013. 
  
 Interest Payment Dates: April 1 and October 1. 
  
 Record Dates: March 15 and September 15. 
  









 Additional provisions of this Security are set forth on the other side of this Security. 
  
 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



	*/	If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “TO BE ATTACHED
TO GLOBAL SECURITIES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 

  

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 [FORM OF REVERSE SIDE OF SECURITY] 
  
 8-5/8% Senior Notes due 2013 
  

	1.	Interest. 

  
 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 Security at the rate per annum shown above. The Company will pay interest semiannually on April 1 and October 1 of each year. 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 March 11, 2005. 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 Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful. 
  

	2.	Method of Payment 

  
 The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders of Securities at the close of
business on the March 15 or September 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities 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 Securities represented by a Global Security (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 Security (including principal, premium and interest) by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on a definitive Security will be made by wire transfer 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, 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 will act as Luxembourg Paying Agent. 
  

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	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of March 11, 2005 (the “Indenture”), between the Company and the Trustee. The
terms of the Securities 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 Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement
of those terms. 
  
 The Securities are unsubordinated unsecured
obligations of the Company limited to an aggregate principal amount at any one time outstanding as established in or pursuant to a resolution of the Board of Directors of the Company (subject to Sections 2.01 and 2.08 of the Indenture). This
Security is one of the Exchange Securities referred to in the Indenture issued in exchange for Initial Securities. The Securities include the Exchange Securities, the Original Securities in the aggregate principal amount of $150.0 million and
additional Initial Securities that may be issued under the Indenture up to an aggregate principal amount as established in or pursuant to a resolution of the Board of Directors. The Exchange Securities, the Original Securities and such additional
Initial Securities are treated as a single class of securities under the Indenture. 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 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 Securities may not be redeemed prior to April 1, 2009. On and after that date, the Company may redeem the Securities 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 April 1 of the years set forth below: 
  

				
	 Period

	  	Redemption
Price

	 
	 2009
	  	104.313 	%
	 2010
	  	102.156 	%
	 2011 and thereafter
	  	100.000 	%

  

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 (b) Notwithstanding the foregoing, on or prior to April 1, 2008, the Company may redeem up to 35% of the
original aggregate principal amount of the Securities issued with the proceeds from one or more Public Equity Offerings by the Company, at a redemption price equal to 108.625% 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 Securities remains outstanding. Any such redemption shall be made within 90 days of such Public Equity Offering.

  

	6.	Notice of Optional Redemption 

  
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address. Securities in denominations larger than €50,000 may be redeemed in part but only in whole multiples of €50,000. If money sufficient to pay the redemption price of and accrued interest on all
Securities (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
Securities (or such portions thereof) called for redemption. 
  

	7.	Sinking Fund 

  
 The Securities are not subject to any sinking fund. 
  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control 

  
 Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the
Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities 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.

  

	9.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in minimum denominations of €50,000 and whole multiples of €50,000. A Holder may transfer
or exchange Securities 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 Securities selected for redemption (except, in the case of a Security to be redeemed in 

  

 5 








 
part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to
be redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 

  
 The registered Holder of this Security 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 Securities and the Indenture if the Company
deposits with the Trustee money or European Government Obligations for the payment of principal and interest on the Securities 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 Securities may be amended without prior notice to any Securityholder
but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities 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 Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities (i) to
cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities, 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 Securityholder; 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 the Securities then
outstanding, subject 

  

 6 








 
to certain limitations, may declare all the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Securities 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 Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may
refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities 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 Securities 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 Securities 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 Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities. 
  

	17.	Authentication 

  
 This Security 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 Security. 
  

	18.	Abbreviations 

  
 Customary abbreviations may be used in the name of a Securityholder 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). 
  

 7 









	19.	Governing Law 

  
 THIS SECURITY 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 Securities and has directed the Trustee to use such numbers in notices of
redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities 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 Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 
  

 8 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security 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 Security
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 Security. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. 
  

 9 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.07 (Asset Sale) or 4.12 (Change of
Control) of the Indenture, check the box: 
  
 G 
  
 If you want to elect to have only part of this Security 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 Security) 
  

			
		
	Signature Guarantee:	 	 
	 	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the
Trustee.

  

 10 








 EXHIBIT B 
  
 Form of 
 Transferee Letter of Representation

  
 [Company] 
  
 In care of 
 [                    ] 
 [                    ] 
 [                    ] 
  
 Ladies and Gentlemen: 
  
 This certificate is delivered to request a transfer of
€[                ] principal amount of the 8-5/8% Senior Notes due 2013 (the “Securities”) of LEVI STRAUSS & CO. (the “Company”).

  
 Upon transfer, the Securities 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 Securities 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 Securities, and we invest in or purchase securities
similar to the Securities 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 Securities 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 Securities to offer, sell or otherwise transfer such Securities 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 Securities (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 to the Resale Restriction Termination Date. If any resale or other transfer of the Securities 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 Securities 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 Securities 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:	 	 


  

 2