1ST Amendment To Bridge Credit Agreement And Limit

EXHIBIT 10.1


LEVI STRAUSS & CO.


FIRST AMENDMENT
TO BRIDGE CREDIT AGREEMENT AND LIMITED WAIVER


This FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT AND LIMITED WAIVER (this "Amendment") is dated as of July 31, 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 (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 Agreement 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 I: DEFINITIONS


A. Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of "NOTICE OF LENDER DERIVATIVE/FX CONTRACT" contained therein.


B. Section 1.1 of the Credit Agreement is hereby further amended by deleting the definition of "TOTAL AMOUNT OF UNSECURED DEBT" contained therein and substituting the following therefor:


"TOTAL AMOUNT OF UNSECURED DEBT" means, as of any date of determi- nation, the sum, without duplication, of (a) the Unsecured Derivative/FX Usage, (b) the Unsecured Letter of Credit Usage, and (c) the aggregate amount of all unsecured Indebtedness of Company and its Subsidiaries (other than Indebtedness permitted under Sections 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e), 7.1(f), 7.1(g), 7.1(h), 7.1(i), 7.1(j), 7.1(k), 7.1(l), 7.1(m), 7.1(n), 7.1(o), 7.1(p), 7.1(q), 7.1(s), 7.1(t), and 7.1(u))."


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1.2 AMENDMENT TO ARTICLE II: THE CREDITS


Section 2.6(b) of the Credit Agreement is hereby amended to read in its entirety as follows:


"ORDINARY COURSE DERIVATIVE/FX CONTRACTS DEEMED LENDER DERIVATIVE FX/ CONTRACTS. On and after the Closing Date, the Ordinary Course Derivative/FX Contracts listed on SCHEDULE 1.1(a) shall be automatically deemed for all purposes to be Lender Derivative/FX Contracts."


1.3 AMENDMENTS TO ARTICLE VI: AFFIRMATIVE COVENANTS


A. Section 6.1(a)(vii) of the Credit Agreement is hereby amended to read in its entirety as follows:


"(A) As soon as practicable and in any event no later than 10 Business Days after the end of each fiscal month, or more frequently if requested by Administrative Agent, a report setting forth (w) the aggregate Termination Value of all Derivative/FX Contracts to which Company or FinServ is a party, (x) the aggregate Termination Value for each Derivative/FX Lender of all Lender Derivative/FX Contracts to which such Derivative/FX Lender and Company or FinServ is a party, (y) all Derivative/FX Contracts to which Company or FinServ is a party, and (z) all other outstanding unsecured Indebtedness of Company or any of its Subsidiaries (including any letters of credit (other than Lender Bridge Letters of Credit and Lender 180 Day Letters of Credit) issued for the benefit of Company and its Subsidiaries) incurred in accordance with Section 7.1(r), and (B) promptly upon request, any other information concerning such Derivative/FX Contracts reasonably requested by Administrative Agent."


B. Section 6.11(c) of the Credit Agreement is hereby amended by deleting the phrase "the date that is 60 days after the Closing Date" contained therein and substituting the phrase "August 31, 2000" therefor.


1.4 AMENDMENTS TO ARTICLE VII: NEGATIVE COVENANTS


A. Section 7.1(r) of the Credit Agreement is hereby amended by delet- ing the phrase "Derivative/FX Usage" contained in clause (iii)(B) thereof and substituting the phrase "Lender Derivative/FX Usage" therefor.


B. Section 7.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of Section 7.1(s) thereof, (ii) renumbering Section 7.1(t) thereof as Section 7.1(u) and (iii) adding a new Section 7.1(t) thereto as follows:


"Indebtedness between Company and any of its Subsidi- aries or between any of Company's Subsidiaries arising from purchases of inven- tory or raw materials in the ordinary course of business; and"


C. Section 7.3(m) of the Credit Agreement is hereby amended to read in its entirety as follows:


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"Dispositions of accounts receivable to collection agencies or, in the case of accounts receivable of Foreign Subsidiaries, to collection agencies or other third parties, provided the aggregate face amount of all such accounts receivable does not exceed $2,000,000."


1.5 AMENDMENT TO EXHIBITS


Exhibit II to the Credit Agreement is hereby deleted.


Section 2. WAIVERS


2.1 WAIVER OF SECTION 2.6(b)


The undersigned Banks, constituting Majority Banks under the Credit Agreement, hereby waive compliance with the provisions of Section 2.6(b) of the Credit Agreement to the extent, and only to the extent, that such provisions require Company to deliver Notices of Lender Derivative/FX Contracts from the period commencing on the Closing Date to and including ...