Second Amendment To Bridge Credit Agreement.......

LEVI STRAUSS & CO.


SECOND AMENDMENT
TO BRIDGE CREDIT AGREEMENT AND LIMITED WAIVER


This SECOND AMENDMENT TO BRIDGE CREDIT AGREEMENT AND LIMITED WAIVER (this "AMENDMENT") is dated as of September 29, 2000 and entered into by and among Levi Strauss & Co., a Delaware corporation ("COMPANY"); the financial institutions party hereto ("BANKS"); Bank of America, N.A. as Administrative Agent for Banks ("ADMINISTRATIVE AGENT"); and Bank of America, N.A. as Collateral Agent for Banks ("COLLATERAL AGENT"), and is made with reference to that certain Bridge Credit Agreement dated as of January 31, 2000, as amended by First Amendment to Bridge Credit Agreement and Limited Waiver dated as of July 31, 2000 (the "CREDIT AGREEMENT"), by and among Company; Banks; the several financial institutions party thereto as Co-Syndication Agents; the financial institution party thereto as Documentation Agent; Administrative Agent; and Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.


RECITALS


WHEREAS, Company and Banks desire to amend the Credit Agree- ment as set forth below; and


WHEREAS, Company has requested Banks to waive certain provisions of the Credit Agreement as set forth below.


NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT


1.1 AMENDMENTS TO ARTICLE VI: AFFIRMATIVE COVENANTS
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A. Sections 6.11(a)(ii) and 6.11(a)(iii) of the Credit Agreement are hereby amended to read in their entirety as follows:


"[intentionally omitted]"


B. Section 6.11(c) of the Credit Agreement is hereby amended to read in its entirety as follows:


"Derivative/FX Contracts. Company shall use its reasonable
------------------------- efforts to deliver to Administrative Agent executed copies of amendments to the existing master agreements pursuant to which Lender Derivative/FX Contracts are issued providing that the obligations of Company and FinServ under such agreements will be secured by the Collateral Documents."


1


1.2 AMENDMENTS TO ARTICLE VII: NEGATIVE COVENANTS
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A. Section 7.1(f) of the Credit Agreement is hereby amended by deleting the reference to "$5,000,000" contained therein and substituting "$25,000,000" therefor.


B. Section 7.1(t) of the Credit Agreement is hereby amended by deleting the reference to "$5,000,000" contained therein and substituting "$10,000,000" therefor.


C. Section 7.2(r) of the Credit Agreement is hereby amended by deleting the reference to "$2,000,000" contained therein and substituting "$10,000,000" therefor.


D. Section 7.2 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (t) thereof; (ii) deleting the period at the end of clause (u) thereof and substituting the phrase "; and" therefor; and (iii) adding the following as new clause (v) thereof:


"(v) Negative Pledges with respect to property of Company and its Subsidiaries contained in documentation for any Capital Markets Transaction permitted by Section 7.1(m) provided such Negative Pledges (i) expressly permit Liens in favor of Administrative Agent and Liens on equipment subject to Equipment Financing Transactions, real property subject to Real Estate Financing Transactions, accounts receivable subject to Permitted Foreign Receivables Purchase Facilities and property subject to any other Lien permitted by Section 7.2 and (ii) do not require the Securities issued in such Capital Markets Transactions to be secured by such permitted Liens."


E. Section 7.3(m) of the Credit Agreement is hereby amended by deleting the reference to "$2,000,000" contained therein and substituting "$10,000,000" therefor.


SECTION 2. WAIVER


2.1 WAIVER OF SECTION 6.11(C)
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The undersigned Banks, constituting Majority Banks under the Credit Agreement, hereby waive compliance with the provisions of Section 6.11(c) of the Credit Agreement for the period commencing on August 31, 2000 to and including the date of this Amendment.


2.2 LIMITATION OF WAIVER
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Without limiting the generality of the provisions of Section 10.1 of the Credit Agreement, the waiver set forth herein shall be limited precisely as written and relates solely to a waiver of complia ...