LEVI STRAUSS & CO
EXHIBIT 10.1
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<DESCRIPTION>EXHIBIT 10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">EXECUTION VERSION
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEVI STRAUSS &#038; CO.</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><FONT face="'Times New Roman',times,serif">&#128;</FONT>100,000,000 8-5/8% Senior Notes due 2013<BR>
$350,000,000 8-7/8% Senior Notes due 2016
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PURCHASE AGREEMENT
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">March&nbsp;10, 2006
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BANC OF AMERICA SECURITIES LIMITED<BR>
CITIGROUP GLOBAL MARKETS LIMITED<BR>
GOLDMAN SACHS INTERNATIONAL<BR>
J.P. MORGAN SECURITIES LTD.<BR>
MERRILL LYNCH INTERNATIONAL<BR>
SCOTIA CAPITAL INC.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">As Representatives of the Several Euro Notes Purchasers<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c/o Banc of America Securities Limited<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5 Canada Square<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;London E14 5AQ<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;United Kingdom
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BANC OF AMERICA SECURITIES LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
GOLDMAN, SACHS &#038; CO.<BR>
J.P. MORGAN SECURITIES INC.<BR>
MERRILL LYNCH, PIERCE, FENNER &#038; SMITH<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; INCORPORATED<BR>
SCOTIA CAPITAL (USA)&nbsp;INC.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As Representatives of the Several Dollar Notes Purchasers<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c/o Banc of America Securities LLC<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9 West 57th Street<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New York, New York 10019

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Ladies and Gentlemen:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Levi Strauss &#038; Co., a corporation organized under the laws of Delaware (the &#147;Company&#148;),
proposes to issue and sell (i)&nbsp;to the several parties named in Schedule&nbsp;I hereto (the &#147;Euro Notes
Purchasers&#148;), <FONT face="'Times New Roman',times,serif">&#128;</FONT>100,000,000 principal amount of its 8-5/8% Senior Notes due 2013 (the &#147;Euro Notes&#148;)
and (ii)&nbsp;to the several parties named in Schedule&nbsp;II hereto (the &#147;Dollar Notes Purchasers&#148; and,
together with the Euro Notes Purchasers, the &#147;Initial Purchasers&#148;), $350,000,000 principal amount
of its 8-7/8% Senior Notes due 2016 (the &#147;Dollar Notes&#148; and, together with the Euro Notes, the
&#147;Notes&#148;). You are acting as the representatives (the &#147;Representatives&#148;) of the Dollar Notes
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Purchasers and/or the Euro Notes Purchasers as indicated above. The Euro Notes are to be
issued as additional securities under an indenture dated March&nbsp;11, 2005 (the &#147;Euro Notes Indenture&#148;
between the Company and Wilmington Trust Company, as trustee (the &#147;Euro Notes Trustee&#148;), and will
have the benefit of a registration rights agreement dated as of the Closing Date (the &#147;Euro Notes
Registration Rights Agreement&#148;) between the Company and the Euro Notes Purchasers pursuant to which
the Company will agree to register the Euro Notes under the Act subject to the terms and conditions
therein specified; and the Dollar Notes are to be issued under an indenture to be dated as of the
Closing Date (the &#147;Dollar Notes Indenture&#148; and, together with the Euro Notes Indenture, the
&#147;Indentures&#148;) between the Company and Wilmington Trust Company, as trustee (the &#147;Dollar Notes
Trustee&#148; and, together with the Euro Notes Trustee, the &#147;Trustees&#148;), and will have the benefit of a
registration rights agreement dated as of the Closing Date (the &#147;Dollar Notes Registration Rights
Agreement&#148; and, together with the Euro Notes Registration Rights Agreement, the &#147;Registration
Rights Agreements&#148;) between the Company and the Dollar Notes Purchasers pursuant to which the
Company will agree to register the Dollar Notes under the Act subject to the terms and conditions
therein specified. The Euro Notes will form a single series. The Euro Notes will, within 45&nbsp;days
after the Closing Date, be fully fungible with the Company&#146;s restricted 8-5/8% Senior Notes due
2013 (ISIN No.&nbsp;XS0214697855 and ISIN No.&nbsp;XS0214697855) (the &#147;Existing Restricted Euro Notes&#148;).
Following registration under the Act, as required pursuant to the Euro Notes Registration Rights
Agreement, the registered Euro Notes will be fully fungible with the Company&#146;s unrestricted 8-5/8%
Senior Notes due 2013 (ISIN No.&nbsp;XS0219106944) (the &#147;Existing Unrestricted Euro Notes&#148; and, together
with the Existing Restricted Euro Notes, the &#147;Existing Euro Notes&#148;). The use of the neuter in this
Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein
are defined in Section&nbsp;18 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of the Euro Notes to the Euro Notes Purchasers and the Dollar Notes to the Dollar
Notes Purchasers will be made without registration of the Euro Notes or the Dollar Notes under the
Act in reliance upon exemptions from the registration requirements of the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the sale of the Notes, the Company has prepared and delivered to each
Initial Purchaser copies of a preliminary offering memorandum, dated March&nbsp;8, 2006 (as amended or
supplemented at the Execution Time, including any and all exhibits thereto and any information
incorporated by reference therein, the &#147;Preliminary Offering Memorandum&#148;) and copies of a Pricing
Supplement, dated March&nbsp;10, 2006 (the &#147;Pricing Supplement&#148;), in substantially the form attached
hereto as Schedule&nbsp;III describing the terms of the Notes, each for use by such Initial Purchasers
in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering
Memorandum and the Pricing Supplement are herein referred to as the &#147;Pricing Disclosure Package.&#148;
As promptly as practicable after the Execution Time, the Company will prepare and deliver to each
Initial Purchaser a final offering memorandum, dated the date hereof (including any and all
exhibits thereto and any information incorporated by reference therein, the &#147;Final Offering
Memorandum&#148;). Each of the Preliminary Offering Memorandum, the Final Offering Memorandum and the
Pricing Disclosure Package sets forth certain information concerning the Company and the Notes.
The Company hereby

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">confirms that it has authorized the use of the Preliminary Offering Memorandum, the Final
Offering Memorandum and the Pricing Disclosure Package, and any amendment or supplement to the
Final Offering Memorandum, in connection with the offer and sale of the Notes by the Initial
Purchasers. All references herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect
to the Final Offering Memorandum shall be deemed to mean and include all information filed under
the Exchange Act after the Execution Time and incorporated by reference in the Final Offering
Memorandum.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Representations and Warranties.</U> The Company represents and warrants to each
Initial Purchaser that (references in this Section&nbsp;1 to the &#147;Offering Memorandum&#148; are to (x)&nbsp;the
Pricing Disclosure Package in the case of representations and warranties made as of the Execution
Time and (y)&nbsp;the Final Offering Memorandum in the case of representations and warranties made as of
the Closing Date):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Neither the Pricing Disclosure Package, at the Execution Time, nor the Final Offering
Memorandum, as of its date or (as amended or supplemented in accordance with Section&nbsp;5(b), if
applicable) as of the Closing Date (as defined in Section&nbsp;3) contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; <U>provided</U>,
<U>however</U>, that the Company makes no representation or warranty as to the information
contained in or omitted from the Pricing Disclosure Package or the Final Offering Memorandum, or
any amendment or supplement thereto, in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of the Initial Purchasers through the Representatives
specifically for inclusion therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All documents filed by the Company under the Exchange Act and incorporated or deemed to be
incorporated by reference into the Offering Memorandum (the &#147;Exchange Act Documents&#148;), when they
were filed with the Commission, complied as to form in all material respects with the requirements
of the Exchange Act, and the rules and regulations of the Commission thereunder, and, when they
were so filed, did not contain any untrue statement of material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Neither the Company, nor any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchasers, as to whom the Company makes no representations) has,
directly or indirectly, made offers or sales of any security, or solicited offers to buy any
security, under circumstances that would require the registration of the Notes under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Neither the Company, nor any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchasers, as to whom the Company makes no representations) has
engaged in any form of general solicitation or general advertising (within the meaning of
Regulation&nbsp;D) in connection with any offer or sale of the Notes in the United States.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Notes satisfy the eligibility requirements of Rule&nbsp;144A(d)(3) under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Neither the Company, nor any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchasers, as to whom the Company makes no representations) has
engaged in any directed selling efforts with respect to the Notes, and each of them has complied
with the offering restrictions requirements of Regulation&nbsp;S. Terms used in this paragraph have the
meanings given to them by Regulation&nbsp;S.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Company will use its best efforts to cause (i)&nbsp;the Euro Notes to be listed on the
Luxembourg Stock Exchange, (ii)&nbsp;the Euro Notes and the Existing Euro Notes to be traded on the Euro
MTF Market, (iii)&nbsp;the Euro Notes, within 45&nbsp;days after the Closing Date, to be eligible to trade on
the Euro MTF Market on a fungible basis with the Existing Restricted Euro Notes and (iv)&nbsp;following
registration under the Act, the registered Euro Notes to be eligible to trade on the Euro MTF
Market on a fungible basis with the Existing Unrestricted Euro Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;The Company is not, and after giving effect to the offering and sale of the Notes and the
application of the proceeds thereof as described in the Offering Memorandum will not be, an
&#147;investment company&#148; within the meaning of the Investment Company Act, without taking account of
any exemption arising out of the number of holders of the Company&#146;s securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The Company is in full compliance with the reporting requirements of Section&nbsp;13 and
Section 15(d) of the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;The Company has not paid or agreed to pay to any person any compensation for soliciting
another to purchase any Notes of the Company (except as contemplated by this Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;The Company has not taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;Each of the Company and its subsidiaries has been duly incorporated or organized and is
validly existing as a corporation or other valid legal entity in good standing under the laws of
the jurisdiction in which it is chartered or organized with full corporate or company power and
authority to own or lease, as the case may be, and to operate its properties and conduct its
business as described in the Offering Memorandum, and is duly qualified to do business as a foreign
corporation or other valid legal entity and is in good standing under the laws of each jurisdiction
which requires such qualification, except in jurisdictions in which the failure to be so qualified
or to be in good standing has not had and would not reasonably be expected to have a Material
Adverse Effect. For purposes of this Agreement, a &#147;Material Adverse Effect&#148; shall mean a material
adverse effect on, or a material adverse change in, the condition
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(financial or otherwise), prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;All the outstanding shares of capital stock of each subsidiary have been duly and validly
authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in
the Offering Memorandum and other than the Company&#146;s subsidiary in Japan, all outstanding shares of
capital stock of the subsidiaries are owned by the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security interest or any other security interests,
claims, liens or encumbrances.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;The Company&#146;s authorized equity capitalization is as set forth in the Offering Memorandum,
and the Voting Trust Agreement entered into as of April&nbsp;15, 1996, among the Voting Trustees and
stockholders of the Company conforms in all material respects to the description thereof contained
in the Offering Memorandum.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;The statements in the Offering Memorandum under the headings &#147;Important U.S. Federal
Income Tax Considerations&#148;, &#147;Description of Dollar Notes&#148;, &#147;Description of Euro Notes&#148;, &#147;Exchange
Offer; Registration Rights&#151;Dollar Notes&#148;, &#147;Exchange Offer; Registration Rights&#151;Euro Notes&#148;, &#147;Risk
Factors&#151;Risks Relating to Our Business&#151;Our success depends on the continued protection of our
trademarks and other proprietary intellectual property rights&#148;, and in the Company&#146;s Annual Report
on Form 10-K for the fiscal year ended November&nbsp;27, 2005 (the &#147;2005 10-K&#148;) under the headings
&#147;Business &#151;Trademarks&#148;, &#147;Business&#151;Government Regulation&#148; and &#147;Legal Proceedings&#148; insofar as such
statements summarize legal matters, agreements, documents or proceedings discussed therein, are, in
all material respects, accurate and fair summaries of such legal matters, agreements, documents or
proceedings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;This Agreement has been duly authorized, executed and delivered by the Company; the Dollar
Notes Indenture has been duly authorized and, assuming due authorization, execution and delivery
thereof by the Dollar Notes Trustee when executed and delivered by the Company, will constitute a
legal, valid and binding instrument enforceable against the Company in accordance with its terms
(subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors&#146; rights generally from time to time in effect and to
general principles of equity); the Euro Notes Indenture was, when it was entered into, duly
authorized, executed and delivered by the Company and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its terms (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors&#146; rights generally from time to time in effect and to general principles of
equity); the Notes have been duly authorized, and, when executed and authenticated in accordance
with the provisions of the Dollar Notes Indenture or the Euro Notes Indenture, as applicable, and
delivered to and paid for by the Initial Purchasers, will have been duly executed and delivered by
the Company and will constitute the legal, valid and binding obligations of the Company entitled to
the benefits of the applicable Indenture (subject, as to the enforcement of remedies, to applicable
bankruptcy, insolvency, moratorium or other laws affecting

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">creditors&#146; rights generally from time to time in effect and to general principles of equity);
and each of the Registration Rights Agreements has been duly authorized, executed and delivered by
the Company and, assuming due authorization, execution and delivery thereof by the other parties
thereto, constitutes a legal, valid and binding instrument enforceable against the Company in
accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally from
time to time in effect and to general principles of equity). The Euro Notes will constitute the
same series of notes under the Euro Notes Indenture as the Existing Euro Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions contemplated herein or in the
Indentures or the Registration Rights Agreements, except such as will be obtained under the Act and
the Trust Indenture Act in connection with the transactions contemplated by the Registration Rights
Agreements and such as may be required by the Luxembourg Stock Exchange or under the blue sky or
securities laws of any jurisdiction in connection with the transactions contemplated by this
Agreement and the Registration Rights Agreements.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;Neither the execution and delivery of the Dollar Notes Indenture, this Agreement or the
Registration Rights Agreements, the issue and sale of the Notes and the application of the proceeds
thereof as described in the Offering Memorandum, nor the consummation of any other of the
transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof
will conflict with, result in a breach or violation of, or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i)
the charter or by-laws of the Company or any of its subsidiaries; (ii)&nbsp;the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a
party or bound or to which any of their respective properties is subject; or (iii)&nbsp;any statute,
law, rule, regulation, judgment, order or decree applicable to the Company or any of its
subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or
other authority of the United States or any state thereof having jurisdiction over the Company, any
of its subsidiaries or any of their respective properties or, to the Company&#146;s knowledge, any
statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its
subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or
other authority outside of the United States having jurisdiction over the Company, any of its
subsidiaries or any of their respective properties, except, with respect to (x)&nbsp;clause (ii)&nbsp;and (y)
any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of
its subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority outside of the United States described in clause (iii)&nbsp;as to which
the Company has no knowledge, for conflicts, violations, breaches or impositions that would not
reasonably be expected to have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;The consolidated historical financial statements and schedules of the Company and its
consolidated subsidiaries included in the Offering Memorandum

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">present fairly in all material respects the financial condition, results of operations and
cash flows of the Company as of the dates and for the periods indicated, comply as to form with the
applicable accounting requirements of the Act and the Exchange Act and have been prepared in
conformity with U.S. generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as otherwise noted therein); and the summary and selected
financial data set forth under the caption &#147;Summary Historical Consolidated Financial Data&#148; in the
Offering Memorandum and under the caption &#147;Selected Financial Data&#148; in the 2005 10-K fairly
present, on the basis stated in the Offering Memorandum, the information included therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;No action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its subsidiaries or its or their property is
pending or, to the best knowledge of the Company, threatened that (i)&nbsp;could reasonably be expected
to have a material adverse effect on the performance of this Agreement, the Indentures or the
Registration Rights Agreements, or the consummation of any of the transactions contemplated hereby
or thereby; or (ii)&nbsp;could reasonably be expected to have a Material Adverse Effect, whether or not
arising from transactions in the ordinary course of business, except as set forth in or
contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;The Company and each of its subsidiaries own, lease or license all such properties as are
necessary to the conduct of their respective operations as presently conducted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Neither the Company nor any subsidiary is in violation or default of (i)&nbsp;any provision of
its charter or bylaws; (ii)&nbsp;the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to
which it is a party or bound or to which its property is subject; or (iii)&nbsp;any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or such subsidiary or any of its properties, as applicable,
other than such violations or defaults the occurrence of which would not reasonably be expected to
have a Material Adverse Effect, whether or not arising from the transactions in the ordinary course
of business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;KPMG LLP, who have audited certain consolidated financial statements of the Company and
its consolidated subsidiaries included in the Exchange Act Document that is part of the Offering
Memorandum, are independent registered public accountants with respect to the Company within the
meaning of the Act and the applicable published rules and regulations thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;To the Company&#146;s knowledge, there are no material stamp or other issuance or transfer
taxes or duties or other material similar fees or charges required to be paid in connection with
the execution and delivery of this Agreement or the issuance or sale by the Company of the Notes.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y)&nbsp;The Company has (i)&nbsp;filed all foreign, federal, state and local tax returns that are
required to be filed or has requested extensions thereof (except in any case in which the failure
so to file would not have a Material Adverse Effect) and (ii)&nbsp;has paid all taxes required to be
paid by it and any other assessment, fine or penalty levied against it, to the extent that any of
the foregoing is due and payable, except for any such tax or other assessment, fine or penalty that
is currently being contested in good faith or as would not have a Material Adverse Effect, in the
case of either (i)&nbsp;or (ii)&nbsp;whether or not arising from transactions in the ordinary course of
business and except in each case as set forth in or contemplated in the Offering Memorandum
(exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z)&nbsp;No labor problem or dispute with the employees of the Company or any of its subsidiaries
exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or its subsidiaries&#146; principal suppliers, contractors or
customers that in any such case could have a Material Adverse Effect, whether or not arising from
transactions in the ordinary course of business, except as set forth in or contemplated in the
Offering Memorandum (exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa)&nbsp;The Company and each of its subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are reasonable and customary in
the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds
insuring the Company or any of its subsidiaries or their respective businesses, assets, employees,
officers and directors are in full force and effect, except when the failure to be in full force
and effect would not have a Material Adverse Effect; the Company and its subsidiaries are in
compliance with the terms of such policies and instruments in all material respects; except as
would not have a Material Adverse Effect, there are no claims by the Company or any of its
subsidiaries under any such policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause; and neither the Company nor any such
subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business at a cost that would not have a Material Adverse Effect,
whether or not arising from transactions in the ordinary course of business, except as set forth in
or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb)&nbsp;No subsidiary of the Company is currently contractually prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other distribution on such
subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such subsidiary
from the Company or from transferring any of such subsidiary&#146;s property or assets to the Company or
any other subsidiary of the Company, except as described in or contemplated by (i)&nbsp;the Offering
Memorandum, (ii)&nbsp;the Company&#146;s Credit Agreement dated as of September&nbsp;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, as amended on September&nbsp;30, 2003, October&nbsp;14, 2003,
March&nbsp;18, 2004, August&nbsp;13, 2004 and November
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">24, 2004 and including the limited waiver dated as of February&nbsp;15, 2005 granted to the Company
with respect to such agreement (the &#147;Revolving Credit Facility&#148;), and (iii)&nbsp;the Company&#146;s Credit
Agreement dated as of September&nbsp;29, 2003, among the Company, the lender&#146;s party thereto and Bank of
America, N.A., as administrative agent, as amended on August&nbsp;30, 2004 (the &#147;Term Loan Facility&#148;
and, together with the Revolving Credit Facility, the &#147;Existing Bank Credit Facilities&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc)&nbsp;The Company and its subsidiaries possess all licenses, certificates, permits and other
authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary
to conduct their respective businesses, other than such licenses, certificates, permits or other
authorizations, the failure of which to possess would not have a Material Adverse Effect, and
neither the Company nor any such subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or
supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd)&nbsp;The Company and each of its subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i)&nbsp;transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; and (iii)&nbsp;the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. The Company maintains disclosure controls and procedures
(as such term is defined in Rule&nbsp;13a-15 under the Exchange Act) that are effective in ensuring that
information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the Commission, including, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the Company&#146;s
management, including its principal executive officer or officers and its principal financial
officer or officers, as appropriate to allow timely decisions regarding required disclosure.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee)&nbsp;In the ordinary course of its business, the Company periodically reviews the effect of
applicable foreign, federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (&#147;Environmental Laws&#148;) on the business, operations and properties of the Company and
its subsidiaries, in the course of which it identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating expenditures required for
clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or
approval, any related constraints on operating activities and any potential liabilities to third
parties);

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">on the basis of such review, the Company has reasonably concluded that such associated costs
and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, whether or
not arising from transactions in the ordinary course of business, except as set forth in or
contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff)&nbsp;Except as would not have a Material Adverse Effect, each of the Company and its
subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section
302 of the United States Employee Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;), and
the regulations and published interpretations thereunder with respect to each &#147;plan&#148; (as defined in
Section&nbsp;3(3) of ERISA and such regulations and published interpretations) in which employees of the
Company and its subsidiaries are eligible to participate and each such plan is in compliance in all
material respects with the presently applicable provisions of ERISA and such regulations and
published interpretations; the Company and its subsidiaries have not incurred any unpaid liability
to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary
course) or to any such plan under Title IV of ERISA.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg)&nbsp;The subsidiaries listed on Annex A attached hereto are the only significant subsidiaries
of the Company as defined by Rule l-02 of Regulation&nbsp;S-X under the Act (the &#147;Subsidiaries&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh)&nbsp;The Company and its subsidiaries own, possess, license or have other rights to use, on
reasonable terms, all patents, patent applications, trade and service marks (including the Levi&#146;s<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP>,
Dockers<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP> and Levi Strauss Signature<SUP style="font-size: 85%; vertical-align: text-top"><SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP></SUP> trademarks), trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other
intellectual property (collectively, the &#147;Intellectual Property&#148;) necessary for the conduct of the
Company&#146;s business as now conducted free and clear of any material security interests, claims,
liens or encumbrances, except as would not have a Material Adverse Effect or as set forth in or
contemplated in (i)&nbsp;the Offering Memorandum (exclusive of any amendment or supplement thereto) or
(ii)&nbsp;the Existing Bank Credit Facilities, and none of the Intellectual Property, to the best
knowledge of the Company, conflicts with the valid trademark, trade name, copyright, patent, patent
right or intangible asset of any other Person to the extent that such conflict has or would have a
Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Except as would not have a Material Adverse Effect, none of the Company, its subsidiaries
or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the
Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly,
that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder (the &#147;FCPA&#148;), including, without limitation,
making use of the mails or any means or instrumentality of interstate commerce corruptly in
furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any
&#147;foreign official&#148; (as such term is defined in the FCPA) or any foreign political party or

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">official thereof or any candidate for foreign political office, in contravention of the FCPA;
and except as would not have a Material Adverse Effect, the Company, its subsidiaries and, to the
knowledge of the Company, its Affiliates have conducted their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj)&nbsp;Except as would not have a Material Adverse Effect, the operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the &#147;Money Laundering Laws&#148;) and except as would
not have a Material Adverse Effect, no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the
Company, threatened.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk)&nbsp;Except as disclosed in the Offering Memorandum, there is and has been no failure on the
part of the Company and any of the Company&#146;s directors or officers, in their capacities as such, to
comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith, including Section&nbsp;402 related to loans and Sections&nbsp;302 and
906 related to certifications.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ll)&nbsp;None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the
U.S. Department of the Treasury (&#147;OFAC&#148;); and the Company will not directly or indirectly use the
proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or, to its knowledge, any other person or
entity, for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(mm)&nbsp;Neither the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries has
distributed and, prior to the later to occur of (i)&nbsp;the Closing Date and (ii)&nbsp;the completion of the
distribution of the Notes, will distribute any material referring to the offering and sale of the
Notes other than the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final
Offering Memorandum or other materials, if any, permitted by the Act and the Financial Services and
Markets Act 2000 (the &#147;FSMA&#148;) (or regulations promulgated pursuant to the FSMA) or required to be
distributed by the Luxembourg Stock Exchange.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(nn)&nbsp;Neither the Company nor any subsidiary has taken any action or omitted to take any action
(such as issuing any press release relating to the Notes without

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</DIV>

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">an appropriate legend) which may result in the loss by any of the Initial Purchasers of the
ability to rely on any stabilization safe harbor provided under the FSMA. The Company and its
subsidiaries have been informed of the existence (and have received a copy) of the UK Financial
Services Authority&#146;s informational guidance referred to in MAR 2.3.2R(4) of the price stabilizing
rules made under Section&nbsp;144(1) of the FSMA.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Initial Purchasers in connection with the offering of the Notes shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <U>Purchase and Sale.</U> Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the Company agrees to sell to each Euro Notes Purchaser, and each Euro Notes Purchaser
agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in
Schedule&nbsp;IV, the principal amount of Euro Notes set forth opposite such Euro Notes Purchaser&#146;s name
on Schedule&nbsp;I hereto; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the Company agrees to sell to each Dollar Notes Purchaser, and each Dollar Notes Purchaser
agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in
Schedule&nbsp;IV, the principal amount of Dollar Notes set forth opposite such Dollar Notes Purchaser&#146;s
name on Schedule&nbsp;II hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <U>Delivery and Payment.</U> Delivery of and payment for the Euro Notes shall be made no
later than 10:00&nbsp;A.M., London time, and delivery of and payment for the Dollar Notes shall be made
no later than 10:00&nbsp;A.M., New York City time, on March&nbsp;17, 2006, or at such time on such later date
(not later than three Business Days after the foregoing date) as the Representatives shall
designate, which date and time may be postponed by agreement between the Representatives and the
Company or as provided in Section&nbsp;9 hereof (such date and time of delivery and payment for the
Notes being herein called the &#147;Closing Date&#148;). Delivery of the Notes shall be made to the
Representatives for the respective accounts of the several Initial Purchasers against payment by
the several Initial Purchasers through the Representatives of the purchase price thereof to or upon
the order of the Company by wire transfer payable in same-day funds to the account specified by the
Company. Delivery of the Dollar Notes shall be made through the facilities of The Depository Trust
Company and delivery of the Euro Notes shall be made through the facilities of the Euroclear System
and Clearstream, Luxembourg, unless the Representatives shall otherwise instruct.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Offering by Initial Purchasers.</U> Each Initial Purchaser, severally and not jointly,
represents and warrants to and agrees with the Company that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;It has not offered or sold, and will not offer or sell, any Dollar Notes or Euro Notes, as
applicable, except (i)&nbsp;to those persons it reasonably believes to be qualified institutional buyers
(as defined in Rule&nbsp;144A under the Act) and that, in connection with each such sale, it has taken
or will take reasonable steps to ensure that

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the purchaser of such Dollar Notes or Euro Notes, as applicable, is aware that such sale is
being made in reliance on Rule&nbsp;144A; or (ii)&nbsp;in accordance with the restrictions set forth in
Exhibit&nbsp;A hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Neither it nor any person acting on its behalf has made or will make offers or sales of
the Dollar Notes or Euro Notes, as applicable, in the United States by means of any form of general
solicitation or general advertising (within the meaning of Regulation&nbsp;D) in the United States.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <U>Agreements.</U> The Company agrees with each Initial Purchaser that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company will furnish to each Initial Purchaser and to counsel for the Initial
Purchasers, without charge, during the period referred to in paragraph (c)&nbsp;below, as many copies of
the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements
thereto as you may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;As promptly as practicable following the Execution Time and in any event not later than
the second business day following the date hereof, the Company will prepare and deliver to the
Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering
Memorandum as modified only by the information contained in the Pricing Supplement. The Company
will not amend or supplement the Preliminary Offering Memorandum or the Pricing Supplement. After
the Execution Time, the Company will not amend or supplement the Final Offering Memorandum without
the prior written consent of Banc of America Securities LLC and Citigroup Global Markets Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If at any time prior to the completion of the sale of the Notes by the Initial Purchasers
(as determined by Banc of America Securities LLC and Citigroup Global Markets Inc.), any event
occurs as a result of which the Final Offering Memorandum, as then amended or supplemented, would
include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend or supplement the Final Offering Memorandum to
comply with applicable law, the Company promptly (i)&nbsp;will notify the Representatives of any such
event; (ii)&nbsp;subject to the requirements of paragraph (b)&nbsp;of this Section&nbsp;5, will prepare an
amendment or supplement that will correct such statement or omission or effect such compliance; and
(iii)&nbsp;will supply any supplemented or amended Final Offering Memorandum to the several Initial
Purchasers and counsel for the Initial Purchasers without charge in such quantities as you may
reasonably request; <U>provided</U>, <U>however</U>, that once so notified each Initial Purchaser
agrees that it shall not distribute the Final Offering Memorandum until it has been so amended or
supplemented.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Company will arrange, if necessary, for the qualification of the Notes for sale by the
Initial Purchasers under the laws of such jurisdictions in the United States and the European Union
as the Representatives may reasonably designate and will

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</DIV>

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">maintain such qualifications in effect so long as required for the sale of the Notes;
<U>provided</U> that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would subject it to
service of process in suits, other than those arising out of the offering or sale of the Notes, in
any jurisdiction where it is not now so subject. The Company will promptly advise the
Representatives of the receipt by the Company of any notification with respect to the suspension of
the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Company will not, and will not permit any of its Affiliates (other than the Initial
Purchasers, as to whom the Company makes no covenant) to, resell, under circumstances that would
require the registration of the Notes under the Act, any Notes that have been acquired by any of
them.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Neither the Company, nor any of its Affiliates (other than the Initial Purchasers, as to
whom the Company makes no covenant), nor any person acting on its or their behalf will, directly or
indirectly, make offers or sales of any security, or solicit offers to buy any security, under
circumstances that would require the registration of the Notes under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Neither the Company, nor any of its Affiliates (other than the Initial Purchasers, as to
whom the Company makes no covenant), nor any person acting on its or their behalf will engage in
any form of general solicitation or general advertising (within the meaning of Regulation&nbsp;D) in
connection with any offer or sale of the Notes in the United States.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;So long as any of the Notes are &#147;restricted securities&#148; within the meaning of Rule
144(a)(3) under the Act, the Company will, during any period in which it is not subject to and in
compliance with Section&nbsp;13 or 15(d) of the Exchange Act or it is not exempt from such reporting
requirements pursuant to and in compliance with Rule&nbsp;12g3-2(b) under the Exchange Act, provide to
each holder of such restricted securities and to each prospective purchaser (as designated by such
holder) of such restricted securities, upon the request of such holder or prospective purchaser,
any information required to be provided by Rule&nbsp;144A(d)(4) under the Act. This covenant is
intended to be for the benefit of the holders, and the prospective purchasers designated by such
holders, from time to time of such restricted securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Neither the Company, nor any of its Affiliates, nor any person acting on its or their
behalf will engage in any directed selling efforts with respect to the Notes, and each of them will
comply with the offering restrictions requirements of Regulation&nbsp;S. Terms used in this paragraph
have the meanings given to them by Regulation&nbsp;S.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;The Company will cooperate with the Representatives and use its best efforts to (i)&nbsp;permit
the Dollar Notes to be eligible for clearance and settlement through The Depository Trust Company,
(ii)&nbsp;permit the Euro Notes to be eligible for clearance and settlement through the Euroclear System
and Clearstream, Luxembourg,
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(iii)&nbsp;cause the Euro Notes to be approved for listing on the Luxembourg Stock Exchange and
approved for trading on the Euro MTF Market, (iv)&nbsp;cause the Euro Notes to be assigned the same ISIN
Numbers (ISIN No.&nbsp;XS0214697855 and ISIN No.&nbsp;XS0214697855), as applicable, as the Existing
Restricted Euro Notes within 45&nbsp;days after the Closing Date and (v)&nbsp;following registration under
the Act, as required pursuant to the Euro Notes Registration Rights Agreement, cause the registered
Euro Notes to be assigned the same ISIN Number (ISIN No.&nbsp;XS0219106944) as the Existing Unrestricted
Euro Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;The Company will not offer, sell, contract to sell, grant any other option to purchase or
otherwise dispose of, directly or indirectly, or announce the offering of, or file a registration
statement for, any debt securities issued or guaranteed by the Company or any of its direct or
indirect subsidiaries, or enter into any agreement to do any of the foregoing (other than (i)&nbsp;the
Notes and the New Securities (as defined in the Registration Rights Agreements), (ii)&nbsp;pursuant to
any credit facility permitted under the Indentures and (iii)&nbsp;purchase money debt and any other
non-capital markets debt permitted under the Indentures for a period of 60&nbsp;days from the date the
Notes are issued without the prior written consent of Banc of America Securities LLC and Citigroup
Global Markets Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;The Company will not take, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;The Company will not, at any time prior to the expiration of three years after the Closing
Date, be or become an open-end investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section&nbsp;8 of the Investment Company Act, and
will not be or become a closed-end investment company required to be registered but not registered
thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;The Company agrees to pay the costs and expenses relating to the following matters: (i)
the preparation of the Dollar Notes Indenture and the Registration Rights Agreements, the issuance
of the Notes and the fees of the Trustees; (ii)&nbsp;the preparation, printing or reproduction of the
Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum
and each amendment or supplement to any of them; (iii)&nbsp;the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of
the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering
Memorandum, and all amendments or supplements to any of them, as may, in each case, be reasonably
requested for use in connection with the offering and sale of the Notes; (iv)&nbsp;the preparation,
printing, authentication, issuance and delivery of certificates for the Notes, including any stamp
or transfer taxes in connection with the original issuance and sale of the Notes; (v)&nbsp;the printing
(or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements
or documents printed (or reproduced) and delivered in connection with the offering of the Notes;
(vi)&nbsp;any registration or qualification of the Notes for offer and sale under the Notes or blue sky

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">laws of the several states (including filing fees and the reasonable fees and expenses of
counsel for the Initial Purchasers relating to such registration and qualification); (vii)
admitting (A)&nbsp;the Dollar Notes for trading in The Portal Market of the NASD and (B)&nbsp;the Euro Notes
for listing on the Luxembourg Stock Exchange and the Euro Notes and the Existing Euro Notes for
trading on the Euro MTF Market; (viii)&nbsp;the transportation and other expenses incurred by or on
behalf of Company representatives in connection with presentations to prospective purchasers of the
Notes; (ix)&nbsp;the fees and expenses of the Company&#146;s accountants and the fees and expenses of counsel
(including local and special counsel) for the Company; and (x)&nbsp;all other costs and expenses
incident to the performance by the Company of its obligations hereunder. It is understood,
however, that, except as provided in this Section, and Sections&nbsp;7 and 8 hereof, the Initial
Purchasers will pay all of their own costs and expenses, including the fees of their counsel,
Cravath, Swaine &#038; Moore LLP.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. <U>Conditions to the Obligations of the Initial Purchasers.</U> The obligations of the
Initial Purchasers to purchase the Notes shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein at the Execution Time and the Closing
Date, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall have requested and caused Shearman &#038; Sterling LLP, counsel for the
Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the
Representatives, to the effect that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the Dollar Indenture has been duly authorized, executed and delivered, and,
assuming due authorization, execution and delivery by the Dollar Notes Trustee, constitutes
a legal, valid and binding instrument enforceable against the Company in accordance with
its terms (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors&#146; rights generally
from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether considered in a proceeding in equity or at law); the Euro Indenture
constitutes a legal, valid and binding instrument enforceable against the Company in
accordance with its terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors&#146;
rights generally from time to time in effect and to general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless or whether considered in a proceeding in equity or at law); the Notes
have been duly and validly authorized and, when executed and authenticated in accordance
with the provisions of the Dollar Notes Indenture or the Euro Notes Indenture, as
applicable, and delivered to and paid for by the Dollar Notes Purchasers or Euro Notes
Purchasers, as the case may be, under this Agreement, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the applicable Indenture
(subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">other laws affecting creditors&#146; rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a
proceeding in equity or at law); each of the Registration Rights Agreements has been duly
authorized, executed and delivered and, assuming due authorization, execution and delivery
by the other parties thereto, constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors&#146; rights generally from time to time in effect and to general principles
of equity, including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a proceeding in equity or at
law, and provided that such counsel need not express any opinion as to the enforceability
of any rights to indemnification which may be violative of the public policy underlying any
Federal or state securities law, rule or regulation); and the statements set forth under
the headings &#147;Description of Dollar Notes&#148;, &#147;Description of Euro Notes&#148;, &#147;Exchange Offer;
Registration Rights&#151;Dollar Notes&#148; and &#147;Exchange Offer; Registration Rights&#151;Euro Notes&#148; in
the Preliminary Offering Memorandum, when considered together with other information
included in the Pricing Disclosure Package, and the Final Offering Memorandum, insofar as
such statements purport to summarize certain provisions of the Notes, the Indentures and
the Registration Rights Agreements, provide, in all material respects, a fair summary of
such provisions;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the statements in the Preliminary Offering Memorandum and the Final Offering
Memorandum under the heading &#147;Important U.S. Federal Income Tax Considerations&#148;, insofar as
such statements summarize legal matters, agreements, documents or proceedings discussed
therein, are accurate and fair summaries of such legal matters, agreements, documents or
proceedings;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) no facts have come to the attention of such counsel which give such counsel
reason to believe that the Pricing Disclosure Package, as of the Execution Time, or the
Final Offering Memorandum, as of its date or as of the Closing Date (other than the
financial statements and other financial data contained therein or omitted therefrom, as to
which such counsel has not been requested to comment), contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) this Agreement has been duly authorized, executed and delivered by the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) neither the execution and delivery of the Dollar Notes Indenture, this Agreement
or the Registration Rights Agreements, the issue and sale of the Notes and the application
of the proceeds thereof as described in the Pricing Disclosure Package and the Final
Offering Memorandum, nor the consummation
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">of any other of the transactions herein or therein contemplated, nor the fulfillment
of the terms hereof or thereof will conflict with, result in a breach or violation of, or
imposition of any lien, charge or encumbrance upon any property or asset of the Company or
any of its subsidiaries pursuant to, (i)&nbsp;the charter or by-laws of the Company; (ii)&nbsp;the
terms of the Existing Bank Credit Facilities, including any covenant contained therein;
(iii)&nbsp;the terms of the Indenture, dated as of November&nbsp;6, 1996, between the Company and
Citibank, N.A., the Euro Indenture, dated as of January&nbsp;18, 2001, between the Company and
Citibank, N.A., the Indenture, dated as of December&nbsp;22, 2004, between the Company and
Wilmington Trust Company, the Floating Rate Notes Indenture, dated as of March&nbsp;11, 2005,
between the Company and Wilmington Trust Company and the Euro Indenture, dated as of March
11, 2005, between the Company and Wilmington Trust Company, (together, the &#147;Existing
Indentures&#148;), and any amendments thereto, including any covenant contained therein; or (iv)
any law, rule or regulation of the United States applicable to securities transactions or
the General Corporation Law of the State of Delaware;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) assuming the accuracy of the representations and warranties and compliance with
the agreements contained herein, no registration of the Notes under the Act, and no
qualification of an indenture under the Trust Indenture Act, is required for the offer and
sale by the Initial Purchasers of the Notes in the manner contemplated by this Agreement;
and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) the Company is not and, after giving effect to the offering and sale of the
Notes and the application of the proceeds thereof as described in the Pricing Disclosure
Package and the Final Offering Memorandum, will not be an &#147;investment company&#148; as defined
in the Investment Company Act without taking account of any exemption arising out of the
number of holders of the Company&#146;s securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In rendering such opinion, such counsel may rely (A)&nbsp;as to matters involving the application
of laws of any jurisdiction other than the States of California, Delaware and New York or the
Federal laws of the United States, to the extent they deem proper and specified in such opinion,
upon the opinion of other counsel of good standing whom they believe to be reliable and who are
satisfactory to counsel for the Initial Purchasers; and (B)&nbsp;as to matters of fact, to the extent
they deem proper, on certificates of responsible officers of the Company and public officials.
Such opinion may contain customary assumptions, exceptions, limitations, qualifications and
comments reasonably satisfactory to the Initial Purchasers. References to the Final Offering
Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company shall have requested and caused Jay A. Mitchell, Esq., Chief Counsel,
Corporate for the Company, to furnish to the Representatives his opinion, dated the Closing Date
and addressed to the Representatives, to the effect that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) each of the Company and the Subsidiaries has been duly incorporated or organized
and is validly existing as a corporation or other valid
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">legal entity in good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate or company power and authority to own or lease,
as the case may be, and to operate its properties and conduct its business as described in
the Pricing Disclosure Package and the Final Offering Memorandum, and is duly qualified to
do business as a foreign corporation or other valid legal entity and is in good standing
under the laws of each jurisdiction which requires such qualification, except in
jurisdictions in which the failure to be so qualified or to be in good standing has not had
and would not reasonably be expected to have a Material Adverse Effect;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) all the outstanding shares of capital stock of the Company and each Subsidiary
have been duly and validly authorized and issued and are fully paid and nonassessable, and,
except as otherwise set forth in the Pricing Disclosure Package and the Final Offering
Memorandum and other than the Company&#146;s subsidiary in Japan, all outstanding shares of
capital stock of the Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any other security interests, claims, liens
or encumbrances;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the Company&#146;s authorized equity capitalization is as set forth in the Pricing
Disclosure Package and the Final Offering Memorandum;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) to the best knowledge of such counsel, there is no pending or threatened action,
suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries or its or their property that
is not adequately disclosed in the Pricing Disclosure Package and the Final Offering
Memorandum, except in each case for such proceedings that, if the subject of an unfavorable
decision, ruling or finding in such counsel&#146;s judgment are not reasonably likely, singly or
in the aggregate, to result in a Material Adverse Effect;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) such counsel has no reason to believe that the Pricing Disclosure Package, as of
the Execution Time, or the Final Offering Memorandum, as of its date or as of the Closing
Date, contained or contains any untrue statement of a material fact or omitted or omits to
state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (in each case, other than the
financial statements and other financial information contained therein, as to which such
counsel need express no opinion);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) assuming the accuracy of the representations and warranties of the Initial
Purchasers in Section&nbsp;4 of this Agreement, no consent, approval, authorization, filing with
or order of any court or governmental agency or body is required in connection with the
transactions contemplated herein or in the Indentures and the Registration Rights
Agreements, except such as will be obtained under the Act and the Trust Indenture Act in
connection with the transactions contemplated by the Registration Rights Agreements and
such as
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">may be required by the Luxembourg Stock Exchange or under the blue sky or securities
laws of any jurisdiction in connection with the transactions contemplated by this Agreement
and the Registration Rights Agreements and such other approvals (specified in such opinion)
as have been obtained; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) neither the execution and delivery of the Dollar Notes Indenture, this Agreement
or the Registration Rights Agreements, the issue and sale of the Notes and the application
of the proceeds thereof as described in the Pricing Disclosure Package and the Final
Offering Memorandum, nor the consummation of any other of the transactions herein or
therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict
with, result in a breach or violation of, or imposition of any lien, charge or encumbrance
upon any property or asset of the Company or any of its subsidiaries pursuant to, (1)&nbsp;the
charter or by-laws of the Company or any of its subsidiaries; (2)&nbsp;the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which the Company or any
of its subsidiaries is a party or bound or to which any of their respective properties is
subject; or (3)&nbsp;any statute, law, rule, regulation, judgment, order or decree applicable to
the Company or any of its subsidiaries of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority of the United States or any state
thereof having jurisdiction over the Company, any of its subsidiaries or any of their
respective properties or to the knowledge of such counsel, any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any of its subsidiaries
of any court, regulatory body, administrative agency, governmental body, arbitrator or
other authority outside of the United States having jurisdiction over the Company, any of
its subsidiaries or any of their respective properties, except, with respect to (x)&nbsp;clause
(2)&nbsp;and (y)&nbsp;any statute, law, rule, regulation, judgment, order or decree applicable to the
Company or any of its subsidiaries of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority outside of the United States described in
clause (3)&nbsp;as to which such counsel has no knowledge, for conflicts, violations, breaches
or impositions that would not reasonably be expected to have a Material Adverse Effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In rendering such opinion, such counsel may rely (A)&nbsp;as to matters involving the application
of laws of any jurisdiction other than the States of Delaware and California or the Federal laws of
the United States, to the extent he deems proper and specified in such opinion, upon the opinion of
other counsel of good standing whom she believes to be reliable and who are satisfactory to counsel
for the Initial Purchasers; and (B)&nbsp;as to matters of fact, to the extent he deems proper, on
certificates of other responsible officers of the Company and public officials. Such opinion may
contain customary assumptions, exceptions, limitations, qualifications and comments. References to
the Final Offering Memorandum in this Section 6(b) include any amendment or supplement thereto at
the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Representatives shall have received from Cravath, Swaine &#038; Moore LLP, counsel for the
Initial Purchasers, such opinion or opinions, dated the

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Closing Date and addressed to the Representatives, with respect to the issuance and sale of
the Notes, the Indentures, the Registration Rights Agreements, the Pricing Disclosure Package, the
Final Offering Memorandum (as amended or supplemented at the Closing Date) and other related
matters as the Representatives may reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them to pass upon such matters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Company shall have furnished to the Representatives a certificate of the Company,
signed by the Chief Financial Officer and the Treasurer, dated the Closing Date, to the effect that
the signers of such certificate have carefully examined the Pricing Disclosure Package, the Final
Offering Memorandum, any amendment or supplement to the Final Offering Memorandum and this
Agreement and that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the representations and warranties of the Company in this Agreement were true and
correct in all material respects as of the Execution Time and are true and correct in all
material respects on and as of the Closing Date with the same effect as if made on the
Closing Date, and the Company has complied in all material respects with all the agreements
and satisfied all the conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) since the date of the most recent financial statements included in the Pricing
Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or
supplement thereto), there has been no material adverse change in the condition (financial
or otherwise), prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated by the Pricing Disclosure
Package and the Final Offering Memorandum (exclusive of any amendment or supplement
thereto).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;At the Execution Time and at the Closing Date, the Company shall have requested and caused
KPMG LLP to furnish to the Representatives letters, dated respectively as of the Execution Time and
as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that
they are independent registered public accountants within the meaning of the Act and the Exchange
Act and the respective applicable rules and regulations adopted by the Commission thereunder and
stating in effect that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the audited consolidated financial statements and financial statement schedule of
the Company included in the Pricing Disclosure Package and the Final Offering Memorandum
and reported on by them comply in form in all material respects with applicable accounting
requirements and with the related rules and regulations adopted by the Commission with
respect to financial statements included in annual reports on Form 10-K under the Exchange
Act; and said audited consolidated financial statements are in conformity with U.S.
generally accepted accounting principles; and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) on the basis of a reading of the latest unaudited condensed consolidated
financial statements made available by the Company and its subsidiaries; carrying out
certain specified procedures (but not an examination in accordance with U.S. generally
accepted auditing standards), which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter; a reading of the minutes of the
meetings of the Board of Directors and the Human Resources, Audit and Finance Committees of
the Board of Directors of the Company and the Subsidiaries; and inquiries of certain
officials of the Company who have responsibility for financial and accounting matters of
the Company and its subsidiaries as to transactions and events subsequent to November&nbsp;27,
2005, nothing came to their attention which caused them to believe that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) with respect to the period from November&nbsp;27, 2005 to January&nbsp;29,
2006, there was any increase in long-term debt or stockholders&#146; deficit,
change in capital stock, decrease in total assets of the Company as
compared with the amounts shown in the November&nbsp;27, 2005 audited condensed
consolidated balance sheet included in the Final Offering Memorandum, or
for the two-month period ended January&nbsp;29, 2006, there were any decreases
as compared to the corresponding two-month period ended January&nbsp;30, 2005
in consolidated net sales or net income of the Company and its
subsidiaries, except in all instances for changes or decreases set forth
in such letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) with respect to the period subsequent to January&nbsp;29, 2006 to a
specified date not more than five days prior to the date of such letter,
there was any increase in long-term debt, or change in capital stock as
compared with the amounts shown in the November&nbsp;27, 2005 audited
consolidated balance sheet included in the Final Offering Memorandum, or
any decrease as compared to the corresponding period in the fiscal month
ended February&nbsp;27, 2005 in consolidated net sales, except in all instances
for changes or decreases set forth in such letter, in which case the
letter shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary by
the Representatives; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) they have performed certain other specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set forth in the Pricing
Disclosure Package, the Final Offering Memorandum or the Exchange Act Documents, including
the information set
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">forth under the captions &#147;Summary&#148; and &#147;Risk Factors&#148; in the Preliminary Offering
Memorandum and the Final Offering Memorandum and under the captions &#147;Selected Financial
Data&#148;, &#147;Management&#146;s Discussion and Analysis of Financial Condition and Results of
Operations&#148;, &#147;Business&#148; and &#147;Quantitative and Qualitative Disclosures About Market Risk&#148; in
the 2005 10-K, agrees with the accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;References to the Final Offering Memorandum in this Section 6(e) include any amendment or
supplement thereto at the date of the applicable letter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Subsequent to the Execution Time or, if earlier, the dates as of which information is
given in the Disclosure Package (exclusive of any amendment or supplement thereto), there shall not
have been (i)&nbsp;any change or decrease specified in the letter or letters referred to in paragraph
(e)&nbsp;of this Section&nbsp;6; or (ii)&nbsp;any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), prospects, earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure
Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto) the
effect of which, in any case referred to in clause (i)&nbsp;or (ii)&nbsp;above, is, in the sole judgment of
the Representatives, so material and adverse as to make it impractical or inadvisable to market the
Notes as contemplated by the Pricing Disclosure Package and the Final Offering Memorandum
(exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Dollar Notes shall have been designated as Portal-eligible Notes in accordance with
the rules and regulations of the NASD; the Dollar Notes shall be eligible for clearance and
settlement through The Depository Trust Company; and the Euro Notes shall be eligible for clearance
and settlement through the Euroclear System and Clearstream, Luxembourg.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Subsequent to the Execution Time, there shall not have been any decrease in the rating of
any of the Company&#146;s debt securities by any &#147;nationally recognized statistical rating organization&#148;
(as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating (including notice of an adverse change in the outlook for
such rating) or of a possible change in any such rating that does not indicate the direction of the
possible change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Prior to the Closing Date, the Company shall have furnished to the Representatives such
further information, certificates and documents as the Representatives may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;As soon as practicable after the closing of the offering of the Notes, and pursuant to
irrevocable instructions from the Company, the Company shall apply the net proceeds of the sale of
the Notes to repay the Term Loan Facility as described in the Pricing Disclosure Package and the
Final Offering Memorandum.
</DIV>



<P align="center" style="font-size: 10pt">23
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any of the conditions specified in this Section&nbsp;6 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and counsel for the Initial
Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled
at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancelation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents required to be delivered by this Section&nbsp;6 will be delivered at the office of
counsel for the Initial Purchasers, Cravath, Swaine &#038; Moore LLP, 825 Eighth Avenue, New York, NY
10019, on the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <U>Reimbursement of Expenses.</U> If the sale of the Notes provided for herein is not
consummated because any condition to the obligations of the Initial Purchasers set forth in Section
6 hereof is not satisfied, because of any termination pursuant to Section&nbsp;10 hereof or because of
any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any of the Initial
Purchasers, the Company will reimburse the Initial Purchasers severally through Banc of America
Securities LLC on demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <U>Indemnification and Contribution.</U> (a)&nbsp;The Company agrees to indemnify and hold
harmless each Initial Purchaser, the directors, officers, employees and agents of each Initial
Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act
or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Pricing Disclosure
Package or the Final Offering Memorandum (or in any supplement or amendment thereto) or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; <U>provided</U>,
<U>however</U>, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made in the Pricing Disclosure Package or
the Final Offering Memorandum, or in any amendment thereof or supplement thereto, in reliance upon
and in conformity with written information furnished to the Company by or on behalf of any Initial
Purchasers through the Representatives specifically for
</DIV>


<P align="center" style="font-size: 10pt">24
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">inclusion therein. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Initial Purchaser, but only with reference to written
information relating to such Initial Purchaser furnished to the Company by or on behalf of such
Initial Purchaser through the Representatives specifically for inclusion in the Pricing Disclosure
Package or the Final Offering Memorandum (or in any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability which any Initial Purchaser may otherwise
have. The Company acknowledges that the statements set forth in the last paragraph of the cover
page regarding the delivery of the Notes and, under the heading &#147;Plan of Distribution&#148;, (i)&nbsp;the
list of Initial Purchasers; and (ii)&nbsp;the paragraphs related to overallotment, stabilization and
syndicate covering transactions, in the Pricing Disclosure Package and the Final Offering
Memorandum constitute the only information furnished in writing by or on behalf of the Initial
Purchasers for inclusion in the Pricing Disclosure Package or the Final Offering Memorandum (or in
any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Promptly after receipt by an indemnified party under this Section&nbsp;8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section&nbsp;8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i)&nbsp;will not
relieve it from liability under paragraph (a)&nbsp;or (b)&nbsp;above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses; and (ii)&nbsp;will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a)&nbsp;or (b)&nbsp;above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party&#146;s choice at the indemnifying party&#146;s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); <U>provided</U>, <U>however</U>, that
such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party&#146;s election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i)&nbsp;the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii)&nbsp;the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party; (iii)&nbsp;the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the
</DIV>


<P align="center" style="font-size: 10pt">25
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">indemnified party within a reasonable time after notice of the institution of such action; or
(iv)&nbsp;the indemnifying party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent
(i)&nbsp;does not include an admission of fault and (ii)&nbsp;includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding. The
indemnifying party shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for fees and expenses of more than one separate law firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as incurred. Such firm shall be designated by Banc of America Securities LLC and
Citigroup Global Markets Inc. in the case of the parties indemnified pursuant to Section 8(a) and
by the Company in the case of parties indemnified pursuant to Section&nbsp;8(b). Each indemnified party
shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any
such action or claim.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In the event that the indemnity provided in paragraph (a)&nbsp;or (b)&nbsp;of this Section&nbsp;8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Initial Purchasers severally agree to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively &#147;Losses&#148;) to which the Company and one or more of
the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and by the Initial Purchasers on the other from
the offering of the Notes; <U>provided</U>, <U>however</U>, that in no case shall any Initial
Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the
offering of the Notes) be responsible for any amount in excess of the purchase discount or
commission applicable to the Notes purchased by such Initial Purchaser hereunder. If the
allocation provided by the immediately preceding sentence is unavailable for any reason, the
Company and the Initial Purchasers severally shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the Company on the one
hand and of the Initial Purchasers on the other in connection with the statements or omissions
which resulted in such Losses, as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds from the offering
(after deducting discounts and commissions to the Initial Purchasers, but before deducting
expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions in each case set forth in this Agreement.
Relative fault shall be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the Initial Purchasers on
the other, the intent of the parties and their relative knowledge, access to
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">information and opportunity to correct or prevent such untrue statement or omission. The
Company and the Initial Purchasers agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section&nbsp;8, each person who controls an Initial
Purchaser within the meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Initial Purchaser shall have the same rights to contribution as such
Initial Purchaser, and each person who controls the Company within the meaning of either the Act or
the Exchange Act and each officer and director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <U>Default by an Initial Purchaser.</U> (a)&nbsp;If any one or more Euro Notes Purchasers
shall fail to purchase and pay for any of the Euro Notes agreed to be purchased by such Euro Notes
Purchaser hereunder and such failure to purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining Euro Notes Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which the principal
amount of Euro Notes set forth opposite their names on Schedule&nbsp;I hereto bears to the aggregate
principal amount of Euro Notes set forth opposite the names of all the remaining Euro Notes
Purchasers) the Euro Notes which the defaulting Euro Notes Purchaser or Euro Notes Purchasers
agreed but failed to purchase; <U>provided</U>, <U>however</U>, that in the event that the
aggregate principal amount of Euro Notes which the defaulting Euro Notes Purchaser or Euro Notes
Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Euro
Notes set forth on Schedule&nbsp;I hereto, the remaining Euro Notes Purchasers shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the Euro Notes, and if such
nondefaulting Euro Notes Purchasers do not purchase all the Euro Notes, this Agreement will
terminate without liability to any nondefaulting Euro Notes Purchaser or the Company. In the event
of a default by any Euro Notes Purchaser as set forth in this Section&nbsp;9, the Closing Date shall be
postponed for such period, not exceeding five Business Days, as Banc of America Securities Limited
and Citigroup Global Markets Limited shall determine in order that the required changes in the
Final Offering Memorandum or in any other documents or arrangements may be effected.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If any one or more Dollar Notes Purchasers shall fail to purchase and pay for any of the
Dollar Notes agreed to be purchased by such Dollar Notes Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Dollar Notes Purchasers shall be obligated severally to take up and pay
for (in the respective proportions which the principal amount of Dollar Notes set forth opposite
their names on Schedule&nbsp;II hereto bears to the aggregate principal amount of Dollar Notes set forth
opposite the names of all the remaining Dollar Notes Purchasers) the Dollar Notes which the
defaulting Dollar Notes Purchaser or Dollar Notes Purchasers agreed but failed to
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">purchase; <U>provided</U>, <U>however</U>, that in the event that the aggregate principal
amount of Dollar Notes which the defaulting Dollar Notes Initial Purchaser or Dollar Notes
Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of
Dollar Notes set forth on Schedule&nbsp;II hereto, the remaining Dollar Notes Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any, of the Dollar Notes,
and if such nondefaulting Dollar Notes Purchasers do not purchase all the Dollar Notes, this
Agreement will terminate without liability to any nondefaulting Dollar Notes Purchaser or the
Company. In the event of a default by any Dollar Notes Purchaser as set forth in this Section&nbsp;9,
the Closing Date shall be postponed for such period, not exceeding five Business Days, as Banc of
America Securities LLC and Citigroup Global Markets Inc. shall determine in order that the required
changes in the Final Offering Memorandum or in any other documents or arrangements may be effected.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its
liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by
its default hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <U>Termination.</U> This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of and payment
for the Notes, if at any time prior to such time (i)&nbsp;trading in securities generally on the New
York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum
prices shall have been established on such Exchange or the Nasdaq National Market; (ii)&nbsp;a banking
moratorium shall have been declared either by Federal or New York State authorities; or (iii)&nbsp;there
shall have occurred any outbreak or escalation of hostilities, declaration by the United States of
a national emergency or war or other calamity or crisis the effect of which on financial markets is
such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to
proceed with the offering or delivery of the Notes as contemplated by the Pricing Disclosure
Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <U>No Advisory or Fiduciary Responsibilities.</U> The Company acknowledges and agrees
that: (i)&nbsp;the purchase and sale of the Notes pursuant to this Agreement, including the
determination of the offering price of the Notes and any related discounts and commissions, is an
arm&#146;s-length commercial transaction between the Company, on the one hand, and the several Initial
Purchasers, on the other hand, and the Company is capable of evaluating and understanding and
understands and accepts the terms, risks and conditions of the transactions contemplated by this
Agreement; (ii)&nbsp;in connection with each transaction contemplated hereby and the process leading to
such transaction each Initial Purchaser is and has been acting solely as a principal and is not the
agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any
other party; (iii)&nbsp;no Initial Purchaser has assumed or will assume an advisory or fiduciary
responsibility in favor of the Company with respect to any of the transactions contemplated hereby
or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is
currently advising the Company on other matters) or any other obligation to the Company except the
obligations expressly set forth in this
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement; (iv)&nbsp;the several Initial Purchasers and their respective affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Company and
that the several Initial Purchasers have no obligation to disclose any of such interests by virtue
of any fiduciary or advisory relationship; and (v)&nbsp;the Initial Purchasers have not provided any
legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and
the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it
deemed appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Company and the several Initial Purchasers, or any of them, with respect to the subject
matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any
claims that the Company may have against the several Initial Purchasers with respect to any breach
or alleged breach of fiduciary duty. Nothing in this Section&nbsp;11, however, shall limit the Initial
Purchasers&#146; liability pursuant to Section&nbsp;8 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>Representations and Indemnities to Survive.</U> The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of
the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the
Company or any of the officers, directors, employees, agents or controlling persons referred to in
Section&nbsp;8 hereof, and will survive delivery of and payment for the Notes; <U>provided</U>,
<U>however</U>, that the representations and warranties of the Company shall be deemed to be made
at the Execution Time and the Closing Date only. The provisions of Sections&nbsp;7 and 8 hereof shall
survive the termination or cancelation of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <U>Notices.</U> All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Banc of
America Securities LLC General Counsel (fax no.: (646)&nbsp;313-4803) and confirmed to the General
Counsel, Banc of America Securities LLC at 40 West 57<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Street, New York, New York
10019, Attention: General Counsel, and the Citigroup Global Markets Inc. General Counsel (fax no.:
(212)&nbsp;816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc. at 388
Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the
Company, will be mailed, delivered or telefaxed to (415)&nbsp;501-7650 and confirmed to it at Levi&#146;s
Plaza, 1155 Battery Street, San Francisco, CA 94111, attention of the Legal Department.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Successors.</U> This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors, employees, agents and
controlling persons referred to in Section&nbsp;8 hereof, and, except as expressly set forth in Section
5(h) hereof, no other person will have any right or obligation hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15. <U>Applicable Law.</U> This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16. <U>Counterparts.</U> This Agreement may be executed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
instrument.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17. <U>Headings.</U> The section headings used herein are for convenience only and shall not
affect the construction hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18. <U>Definitions.</U> The terms which follow, when used in this Agreement, shall have the
meanings indicated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Act&#148; shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Affiliate&#148; shall have the meaning specified in Rule 501(b) of Regulation&nbsp;D.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Business Day&#148; shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in the
City of New York.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Clearstream, Luxembourg&#148; means Clearstream Banking, S.A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Commission&#148; shall mean the Securities and Exchange Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Euroclear System&#148; means the Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance
System.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Exchange Act&#148; shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Execution Time&#148; shall mean the date and time that this Agreement is executed and delivered by
the parties hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Investment Company Act&#148; shall mean the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;NASD&#148; shall mean the National Association of Securities Dealers, Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Regulation&nbsp;D&#148; shall mean Regulation&nbsp;D under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Regulation&nbsp;S&#148; shall mean Regulation&nbsp;S under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Trust Indenture Act&#148; shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.
</DIV>


<P align="center" style="font-size: 10pt">30
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall
represent a binding agreement between the Company and the several Initial Purchasers.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Very truly yours,</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Levi Strauss &#038; Co.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">by</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">31
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The foregoing Agreement is hereby<BR>
confirmed and accepted as of the<BR>
date first above written.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BANC OF AMERICA SECURITIES LIMITED<BR>
GOLDMAN SACHS INTERNATIONAL

</DIV>

<DIV align="left" style="font-size: 10pt">J.P. MORGAN SECURITIES LTD.
</DIV>


<DIV align="left" style="font-size: 10pt">MERRILL LYNCH INTERNATIONAL
</DIV>


<DIV align="left" style="font-size: 10pt">SCOTIA CAPITAL INC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">By: Banc of America Securities Limited
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">by ___________________________
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Name:<BR>
Title:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">By Power of Attorney

</DIV>

<P align="center" style="font-size: 10pt">32
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">By: Citigroup Global Markets Limited
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">by __________________________
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Name:<BR>
Title:
</DIV>


<P align="center" style="font-size: 10pt">33
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The foregoing Agreement is hereby<BR>
confirmed and accepted as of the<BR>
date first above written.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BANC OF AMERICA SECURITIES LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
GOLDMAN, SACHS &#038; CO.<BR>
J.P. MORGAN SECURITIES INC.<BR>
MERRILL LYNCH, PIERCE, FENNER &#038; SMITH INCORPORATED<BR>
SCOTIA CAPITAL (USA)&nbsp;INC.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">By: Banc of America Securities LLC
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">by __________________________
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Name:<BR>
Title:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For themselves and the other several Dollar Notes<BR>
Purchasers named in Schedule&nbsp;II to<BR>
the foregoing Agreement.

</DIV>

<P align="center" style="font-size: 10pt">34
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">By: Citigroup Global Markets Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">by __________________________
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">Name:<BR>
Title:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For themselves and the other several Dollar Notes<BR>
Purchasers named in Schedule&nbsp;II to<BR>
the foregoing Agreement.

</DIV>


<P align="center" style="font-size: 10pt">35
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 12pt">SCHEDULE I
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Principal Amount</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">of Euro Notes</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Euro Notes Purchasers</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">to be Purchased</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Banc of America Securities Limited</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left"><FONT face="'Times New Roman',times,serif">&#128;</FONT></TD>
    <TD align="right">35,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Citigroup Global Markets Limited</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Goldman Sachs International</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J.P. Morgan Securities Ltd.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Merrill Lynch International</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Scotia Capital Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left"><FONT face="'Times New Roman',times,serif">&#128;</FONT></TD>
    <TD align="right">100,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 12pt">SCHEDULE II
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Principal Amount</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">of Dollar Notes</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Dollar Notes Purchasers</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">to be Purchased</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Banc of America Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">122,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Citigroup Global Markets Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Goldman, Sachs &#038; Co.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J.P. Morgan Securities Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Scotia Capital (USA)&nbsp;Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">350,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">SCHEDULE III
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>PRICING SUPPLEMENT</B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;See attached.&#093;
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">SCHEDULE IV
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">ANNEX A
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>Significant Subsidiaries</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Levi Strauss International
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss International Group Finance Coordination Services SCA/CVA
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss Financial Center Corporation
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NF Industries, Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss &#038; Co. Europe S.C.A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss Continental S.A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss International, Inc.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss Japan Kabushiki Kaisha
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss Italia S.R.L.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Paris &#151; O.L.S. S.A.R.L.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss de Espana, S.A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Levi Strauss Receivables Funding, LLC
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">EXHIBIT A
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>Selling Restrictions for Offers and</U><BR>
<U>Sales Outside the United States</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)(a) The Notes have not been and will not be registered under the Act and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation&nbsp;S under the Act or pursuant to an exemption from the
registration requirements of the Act. Each Initial Purchaser represents and agrees, severally and
not jointly, that, except as otherwise permitted by Section&nbsp;4(a)(i) of the Agreement to which this
is an exhibit, it has offered and sold the Notes, and will offer and sell the Notes, (i)&nbsp;as part of
their distribution at any time; and (ii)&nbsp;otherwise until 40&nbsp;days after the later of the
commencement of the offering and the Closing Date, only in accordance with Rule&nbsp;903 of Regulation&nbsp;S
under the Act. Accordingly, each Initial Purchaser represents and agrees that neither it, nor any
of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Notes, and that it and they have complied and will
comply with the offering restrictions requirement of Regulation&nbsp;S. Each Initial Purchaser agrees
that, at or prior to the confirmation of sale of Notes (other than a sale of Notes pursuant to
Section&nbsp;4(a)(i) of the Agreement to which this is an exhibit), it shall have sent to each
distributor, dealer or person receiving a selling concession, fee or other remuneration that
purchases Notes from it during the distribution compliance period a confirmation or notice to
substantially the following effect:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;The Notes covered hereby have not been registered under the U.S. Securities Act of
1933 (the &#147;Act&#148;) and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (i)&nbsp;as part of their distribution at any
time or (ii)&nbsp;otherwise until 40&nbsp;days after the later of the commencement of the
offering and March&nbsp;17, 2006, except in either case in accordance with Regulation&nbsp;S
or Rule&nbsp;144A under the Act. Terms used above have the meanings given to them by
Regulation&nbsp;S.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Initial Purchaser also represents and agrees, severally and not jointly, that it has
not entered and will not enter into any contractual arrangement with any distributor with respect
to the distribution of the Notes, except with its Affiliates or with the prior written consent of
the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Terms used in this section have the meanings given to them by Regulation&nbsp;S.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) (a)&nbsp;In relation to each Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a &#147;Relevant Member State&#148;), each Initial Purchaser, severally and
not jointly, represents and agrees that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the &#147;Relevant Implementation
Date&#148;) it has not made and will not make an offer of Notes to the public in that Relevant Member
State prior to the publication of a prospectus in relation to the Notes which has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">authority in that Relevant Member State, all in accordance with the Prospectus Directive,
except that it may, with effect from and including the Relevant Implementation Date, make an offer
of Notes to the public in that Relevant Member State at any time:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) to legal entities which are authorised or regulated to operate in the financials
markets or, if not so authorised or regulated, whose corporate purpose is solely to invest
in securities;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) to any legal entity which has two or more of (A)&nbsp;an average of at least 250
employees during the last financial year; (B)&nbsp;a total balance sheet of more than <FONT face="'Times New Roman',times,serif">&#128;</FONT>43,000,000
and (C)&nbsp;an annual net turnover of more than <FONT face="'Times New Roman',times,serif">&#128;</FONT>50,000,000, as shown in its last annual or
consolidated accounts; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) in any other circumstances which do not require the publication by the Company of
a prospectus pursuant to Article&nbsp;3 of the Prospectus Directive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; text-indent: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;For the purposes of this provision, the expression an &#147;offer of Notes to the public&#148; in
relation to any Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and the
expression &#147;Prospectus Directive&#148; means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Each Initial Purchaser, severally and not jointly, represents and agrees that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) it has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the
&#147;FSMA&#148;)) received by it in connection with the issue or sale of the Notes in circumstances
in which section 21(1) of the FSMA does not apply to the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) it has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the Notes in, from or otherwise involving the
United Kingdom;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) the offering of the Notes has not been cleared by CONSOB (the Italian Securities
Exchange Commission) pursuant to Italian securities legislation, and accordingly, no Notes
will be offered, sold or delivered, nor will copies of this offering memorandum or of any
other document relating to the Notes be distributed, in the Republic of Italy, except to
professional investors (<I>operatori qualificati</I>), as defined in Article&nbsp;31, second paragraph,
of CONSOB Regulation&nbsp;No.&nbsp;11522 of July&nbsp;1, 1998, as amended; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) it has not, directly or indirectly, offered or sold and will not, directly or
indirectly, offer or sell in The Netherlands any Notes other than to persons who trade or
invest in securities in the conduct of a profession or business (which includes banks,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">stockbrokers, insurance companies, investment undertakings, pension funds, other
institutional investors and finance companies and treasury departments of large
enterprises).
</DIV>


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</DIV>


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