<PAGE>

                                                                   EXHIBIT 10.16

                              [___] FEBRUARY 2000



          ____________________________________________________________

                         RECEIVABLES PURCHASE AGREEMENT


          ____________________________________________________________


                       TULIP ASSET PURCHASE COMPANY B.V.

                                  as Purchaser


                           [LEVI STRAUSS __________]

                                   as Seller

                                      and

                               LEVI STRAUSS & CO

                                   as Parent
<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                     PAGE
<S>                                                                        <C>
1.   INTERPRETATION.....................................................      1

2.   OFFER FOR RECEIVABLES..............................................     13

3.   ACCEPTANCE, PURCHASE AND ASSIGNMENT................................     14

4.   CALCULATION OF PURCHASE PRICE/DEFERRED PURCHASE PRICE PROVISIONS...     16

5.   LIMITED GUARANTEE..................................................     17

6.   NOTICE TO DEBTORS..................................................     19

7.   DOWNGRADE TRIGGER..................................................     19

8.   FURTHER ASSURANCE..................................................     20

9.   INDEMNITY..........................................................     21

10.  PAYMENTS...........................................................     22

11.  NETTING-OFF OF PAYMENTS............................................     23

12.  APPOINTMENT OF SERVICER............................................     23

13.  REPRESENTATIONS AND WARRANTIES.....................................     24

14.  COVENANTS..........................................................     26

15.  TAXES AND INCREASED COSTS..........................................     30

16.  DEFAULT INTEREST AND INDEMNITY.....................................     31

17.  FEES, COSTS AND EXPENSES...........................................     32

18.  DEEMED COLLECTIONS.................................................     33

19.  BENEFIT OF AGREEMENT...............................................     33

20.  DISCLOSURE OF INFORMATION..........................................     34

21.  REMEDIES AND WAIVERS...............................................     35

22.  PARTIAL INVALIDITY.................................................     35
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                         <C>
23.  NO LIABILITY AND NO PETITION.......................................     35

24.  NOTICES AND AMENDMENTS.............................................     36

25.  LAW................................................................     38

26.  JURISDICTION.......................................................     38
</TABLE>

                                     -ii-
<PAGE>

THIS AGREEMENT is made the [  ] day of December 1999.

BETWEEN

(1)  TULIP ASSET PURCHASE COMPANY B.V., a Dutch private company with limited
     liability having its registered office at Gustav Mahlerlaan 10, 1082 PP
     Amsterdam, The Netherlands (the "PURCHASER"); and

(2)  [LEVI STRAUSS ____________], a company with its registered office at
     [_______________], RC [___________] (the "SELLER").

(3)  LEVI STRAUSS & CO. a Delaware corporation having its head office at 1155
     Battery Street, San Francisco, CA 94120, USA (the "PARENT").


WHEREAS

(A)  The Seller and the Purchaser agree, upon the terms and subject to the
     conditions hereof, that the Seller may from time to time offer to sell and
     to assign Eligible Receivables to the Purchaser and the Purchaser shall
     accept any such offer upon the terms hereof.

(B)  The Purchaser and the Servicer have agreed, upon the terms and subject to
     the conditions of the Servicing Agreement, to appoint the Servicer to act
     for the Purchaser in the performance of certain services in relation to the
     Purchased Receivables.


NOW IT IS HEREBY AGREED as follows:


                                    PART 1

                                INTERPRETATION

1.   INTERPRETATION

1.1  In this Agreement and in the Recitals hereto, except so far as the context
     otherwise requires:

     "ACCOUNT BANK" means ABN AMRO Bank N.V. acting through its office at
     Amsterdam and any person appointed as Account Bank under the Accounts
     Administration Agreement;

     "ACCOUNTS ADMINISTRATION AGREEMENT" means the accounts administration
     agreement dated on or about the date hereof between ABN AMRO Bank N.V. as
     Accounts Administrator, the Purchaser and the Issuer;

                                      -1-
<PAGE>

     "ACCOUNTS ADMINISTRATOR" means ABN AMRO Bank N.V. acting through its office
     at Amsterdam and any person appointed as accounts administrator under the
     Accounts Administration Agreement;

     "ADVANCES" means all Advances and Same Day Advances pursuant to the
     Liquidity Facility Agreement and all Drawings under the Standby Letter of
     Credit Agreement (as in each case defined therein);

     "ADVERSE CLAIM" means any charge, encumbrance, proprietary or security
     interest, right of retention, lien or privilege / voorrecht, or other right
     or claim in, over or on any person's assets or properties in favour of any
     other person (but excluding the rights of the Debtor under any Contract in
     respect of the use or possession of goods the subject of such Contract);

     "AGGREGATE OUTSTANDING NOMINAL AMOUNT" means, with respect to all Purchased
     Receivables, at any time the aggregate amount of the Outstanding Nominal
     Amount of each Purchased Receivable;

     "AGGREGATE RECEIVABLES INVESTMENT" means at any time the Aggregate
     Outstanding Nominal Amount of Purchased Receivables purchased prior to the
     relevant calculation date plus Receivables subject to an Offer and in
     relation to which a Loan under the Funding Agreements has been entered into
     minus the Outstanding Nominal Amount of each Purchased Receivable which is
     a Defaulted Receivable and, for the purposes of Clause 3.4 and the
     Termination Event numbered 13 in the Fourth Schedule only, the total being
     converted into Dollars using a conversion rate equal to the weighted
     average of the rates of conversion applicable to each Hedging Transaction
     entered into by the Purchaser for delivery of currency against Dollars;

     "AVERAGE COLLECTION PERIOD" means at any time a period of days equal to the
     product of (a) one, or, if greater, a fraction the numerator of which shall
     be the amount set forth in the most recent Monthly Report as the Nominal
     Amount of all Receivables at the beginning of the period to which the
     Monthly Report relates and the denominator of which shall be the
     Collections as set forth in the most recent Monthly Report for the period
     to which the Monthly Report relates, and (b) 30;

     "COLLECTIONS" means, with respect to any Purchased Receivable, all cash
     collections, finance, interest, late payment or similar charges and other
     cash proceeds of such Receivable or other amounts received or recovered in
     respect thereof, including, without limitation, any payments made on any
     bill of exchange, promissory note or other negotiable instrument issued in
     respect of such Receivable to any holder thereof (whether or not issued in
     contravention of any provisions of this Agreement), all cash proceeds of
     Related Security with respect to such Receivable and any Deemed Collections
     of such Receivable, and all recoveries of value added tax from any relevant
     tax authority relating to any Defaulted Receivable;

                                      -2-
<PAGE>

     "COLLECTION ACCOUNT" shall have the meaning given to it in the Servicing
     Agreement;

     "COLLECTION PAYMENT DATE" means the fifth business day following the end of
     the immediately preceding Collection Period;

     "COLLECTION PERIOD" means, in relation to a Collection Payment Date falling
     during the year 2000, the monthly reporting period (as described below)
     preceding that in which such Collection Payment Date falls, provided that
     the first Collection Period shall commence on the first Purchase Date:

          MONTHLY REPORTING PERIOD FOR THE YEAR 2000

               2 January 2000          to           30 January 2000
              30 January 2000          to           7 February 2000
             27 February 2000          to              2 April 2000
                 2 April 2000          to             30 April 2000
                30 April 2000          to               28 May 2000
                  28 May 2000          to               2 July 2000
                  2 July 2000          to              30 July 2000
                 30 July 2000          to            27 August 2000
               27 August 2000          to            1 October 2000
               1 October 2000          to           29 October 2000
              29 October 2000          to          30 November 2000

     and, in respect of Collection Payment Dates in subsequent years, the
     relevant collection period shall be determined by reference to such monthly
     reporting periods as shall be agreed from time to time between the Seller
     and the Purchaser;

     provided that in each case the first Collection Period shall commence on
     the first Purchase Date.

     "CONDITIONS PRECEDENT" means the conditions precedent to the valid delivery
     of an Offer set out in the First Schedule;

     "Contract" means each of the agreements between the Seller and a Debtor
     which is subject to the General Terms and Conditions set out in the Fifth
     Schedule or as otherwise approved

                                     -3-
<PAGE>

     by the Purchaser, pursuant to which a Debtor shall be obliged to pay for
     goods purchased from or services provided by the Seller;

     "CP PROGRAMME" means the commercial paper programme established by the
     Issuer pursuant to the Dealer Agreements;

     "CREDIT AND COLLECTION POLICIES" means the credit and collection policies
     and practices from time to time applied by the Seller and notified in
     writing to the Purchaser in relation to Receivables in accordance with the
     laws of Belgium and any other jurisdiction in which the Seller originates
     or administers Receivables;

     "DEALER AGREEMENTS" means the dealer agreements relating to the CP
     Programme dated on or after 1 December 1995 between the Issuer and the
     Dealers (as defined therein);

     "DEBTOR" means a person set out in the records of the Seller as being
     obliged to make payments for the provision of goods or services evidenced
     by a Contract for which an invoice has been issued (or, if different, the
     person so obliged);

     "DEBTOR LIMIT" means [3%] of the Programme Limit, except as otherwise
     provided in the Seventh Schedule (as amended from time to time);

     "DEEMED COLLECTION" has the meaning given to it in Clause 18 hereof;

     "DEFAULTED RECEIVABLE" means any Receivable (other than a Disputed
     Receivable or a Written-Off Receivable) which is not paid by the relevant
     Debtor (including, without limitation, payments made by third parties on
     behalf of the Debtor) to the Servicer by the end of the Collection Period
     during which such Receivable becomes more than 90 days overdue for payment
     from its Receivable Due Date or in respect of which the related Debtor is
     insolvent or a declaration has been made by the Seller that such Receivable
     is irrecoverable or legal proceedings have been commenced for its recovery
     or which the Seller has transferred to the doubtful receivables account
     provided that in respect of any Receivable which is credit-insured with an
     insurance company acceptable to the Purchaser, only the uninsured portion
     of such Receivable shall be deemed a Defaulted Receivable;

     "DEFERRED PURCHASE PRICE" means that portion of the Purchase Price of a
     tranche of Receivables being the subject of an Offer which is payable to
     the Seller on a deferred basis pursuant to the terms of this Agreement;

     "DELINQUENCY RATIO CURRENT MONTH" means, in respect of each Collection
     Period, the average of the Outstanding Nominal Amount on the last business
     days of such Collection Period and each of the two immediately preceding
     Collection Periods of the Purchased Receivables which are Delinquent
     Receivables or Defaulted Receivables (but are not Written-Off Receivables),
     divided by the Outstanding Nominal Amount of Purchased Receivables
     (excluding any Written-Off Receivables) on the last business day of such
     Collection Period, expressed as a percentage, provided that all Purchased
     Receivables

                                      -4-
<PAGE>

     which were not Eligible Receivables on their respective Purchase Date shall
     be excluded from this calculation;

     "DELINQUENCY RATIO ROLLING AVERAGE" means at any time the average of the
     [six most recent Delinquency Ratios Current Month;]

     "DELINQUENT RECEIVABLE" means any Receivable (other than a Disputed
     Receivable) which is not paid to the Servicer by the 60th day following the
     Receivable Due Date relating thereto provided that in respect of any
     Receivable which is credit-insured with an insurance company acceptable to
     the Purchaser, only the uninsured portion of such Receivable shall be
     deemed a Delinquent Receivable;

     "DILUTION" means any discount expense, rebate, refund, billing error
     expense (including invoice substitution), credit against Purchased
     Receivables and other adjustment or allowance in respect of Purchased
     Receivables permitted or incurred by the Seller;

     "DILUTION RATIO" means in respect of each Collection Period, the dollar
     equivalent of the Dilutions which have occurred during such Collection
     Period divided by the dollar equivalent of the sales which have occurred
     during such Collection Period and expressed as a percentage;

     "DISCOUNT" means, with respect to the calculation of the Purchase Price an
     amount equal to the greater of (a) zero and (b) the amount calculated as
     the Discount Protection Amount less the amount of any credit balance in the
     Discount Reserve Ledger immediately prior to the credit of the Discount
     resulting from this calculation;

     "DISCOUNT PROTECTION AMOUNT" means, subject to Clause 7(i), with respect of
     the calculation of the Purchase Price, the higher of (x) [__] and (y) the
     amount derived from the following formula:

          (A+B)*C+(D*E)

          where:
          A      =    the Dilution Ratio Current Month of the preceding month;

          B      =    the Loss Ratio Current Month of the preceding month;

          C      =    Stress Factor:  2.25;

          D      =    USD LIBOR (three months) + 0.43%

          E      =    0.33 (average annual maturity of receivables)

     "DISCOUNT RESERVE LEDGER" means a ledger of the Operating Account
     maintained by or on behalf of the Purchaser which is credited with

                                      -5-
<PAGE>

     (a)  the aggregate amount of Discount taken on each Purchase;

     (b)  any interest earned on the Operating Account;

     (c)  any Collection received by the Purchaser in respect of a Purchased
          Receivable which is a Defaulted Receivable previously debited to such
          ledger; and

     is debited with

     (aa) the Outstanding Nominal Amount of every Defaulted Receivable;

     (bb) the amount of each instalment of Deferred Purchase Price paid to the
     Seller;

     (cc) the payment of interest by the Purchaser under the Funding Agreements
     relating to the funding of Purchases hereunder; and

     (dd) the payment of fees, costs and expenses by the Purchaser in relation
     to this Agreement, the Servicing Agreement or the Funding Agreements
     relating to the funding of Purchases hereunder;

     "DISPUTED RECEIVABLE" means any Receivable in respect of which payment is
     disputed (in whole or in part, with or without justification) by the Debtor
     owing such Receivable whether by reason of any matter concerning the goods
     in respect of which the original invoice was issued or by reason of any
     other matter whatsoever or in respect of which a set-off or counterclaim is
     being claimed by such Debtor;

     "DOWNGRADE TRIGGER" means the long-term senior unsecured debt of the Parent
     (a) being rated BB- or less by Standard & Poor's or (b) being rated Ba3 or
     less by Moody's, as the case may be;

     "ELIGIBLE RECEIVABLE" means any Receivable satisfying the criteria
     specified in the Second Schedule;

     "EURO" means the currency introduced at the start of the third stage of
     economic and monetary union pursuant to the Treaty establishing the
     European Union;

     "FACILITIES" means each of the Liquidity Facility Agreement and the Standby
     Letter of Credit Agreement;

     "FEE" means the fee calculated in accordance with Clause 17 hereof;

     "FEE LETTER"  means the fee letter from ABN AMRO Bank N.V. to the Seller
     dated as of the date hereof specifying the fees payable by the Seller;

     "FOREIGN LOANS" means all outstanding loans made to the Purchaser pursuant
     to the Funding Agreement for the purpose of financing or refinancing any
     purchase (or the

                                      -6-
<PAGE>

     funding of any purchase) of Foreign Receivables by the Purchaser or ABN
     AMRO Bank N.V.;

     "FOREIGN RECEIVABLES" means "Receivables" as defined under any Foreign RPA;

     "FOREIGN RPA" means any receivables purchase agreement generally similar to
     this Agreement and made or to be made between any affiliate of the Seller
     and the Purchaser or ABN AMRO Bank N.V. providing for the purchase of
     receivables by the Purchaser or ABN AMRO Bank N.V. (in the latter case,
     with a view to the onward sale of such receivables to the Purchaser);

     "FUNDING AGREEMENTS" means the loan agreement between the Purchaser and the
     Issuer under which the Issuer may agree from time to time to advance moneys
     to the Purchaser for the purchase of receivables (or the funding of the
     purchase of receivables) and any other agreement whereby the Purchaser
     acquires or may acquire funds for the purposes of purchasing Purchased
     Receivables hereunder and/or purchasing (or funding the purchase of)
     Foreign Receivables under any Foreign RPA, but shall exclude the
     Facilities;

     "HEDGING TRANSACTION" means Hedging Transaction entered into by the
     Purchaser to hedge its exposure from the Purchaser Funding Agreement in
     connection with the funding of the purchase of such Receivable for the
     delivery to the Purchaser of US dollars against the delivery by the
     Purchaser of Euro or any other legacy currency taking part in the Single
     European currency;

     "INVOICE DATE" in relation to any Receivable means the date of issue of the
     related invoice and specified in the Offer relating to such Receivable;

     "ISSUER" means Tulip Funding Corporation, a company incorporated with
     limited liability, having its registered office at 15 East North Street,
     City of Dover, Kent County, Delaware, United States;

     "LIQUIDITY FACILITY AGREEMENT" means the liquidity facility agreement dated
     on or about the date hereof between the Purchaser, ABN AMRO Bank N.V. and
     the Banks (as defined therein) and any extension or renewal thereof;

     "LOANS" means all outstanding loans or part thereof made to the Purchaser
     pursuant to the Funding Agreement for the purpose of financing or
     refinancing any purchase hereunder;

     "LOSS RATIO CURRENT MONTH" means, in respect of each Collection Period, the
     Outstanding Nominal Amount of those Purchased Receivables which have become
     Defaulted Receivables during such Collection Period, divided by the
     Outstanding Nominal Amount of Purchased Receivables (excluding any Written-
     Off Receivables) on the last business day of such Collection Period,
     expressed as a percentage;

     "LOSS RATIO ROLLING AVERAGE" means at any time the average of the six most
     recent Loss Ratios Current Month;

                                      -7-
<PAGE>

     "MATURED VALUE" means, in respect of any Loan or Foreign Loan, the sum of
     (a) the principal amount thereof, (b) all unpaid interest which is
     scheduled to become due (whether or not then due) under such Loan and (c)
     all unpaid fees and other amounts which are then known and scheduled to
     become due (whether or not then due) on, or in connection with such Loan,
     in each case payable to, or for the benefit of the Issuer; for the purposes
     of calculating whether the Aggregate Receivables Investment denominated in
     [Belgian francs] exceeds the Matured Value of the Loans, the Outstanding
     Nominal Amount of each Receivable shall be converted into US dollars using
     such rate of exchange as the Purchaser notifies the Seller was the rate of
     exchange contracted in the Hedging Transaction entered into by the
     Purchaser to hedge its exposure from the Funding Agreement in connection
     with the funding of the purchase of such Receivable for the delivery to the
     Purchaser of US dollars against the delivery by the Purchaser of [Belgian
     francs];

     "MONTHLY REPORT" means the monthly report delivered by the Servicer
     pursuant to Clause 6.2 of the Servicing Agreement or by the Seller pursuant
     to Clause 14.1(a)(ii) of this Agreement in the form set out in the Sixth
     Schedule or as otherwise agreed from time to time between the Seller and
     the Purchaser;

     "MOODY'S" means Moody's Investors Service, Inc.;

     "NOMINAL AMOUNT" means, with respect to any Receivable, the principal
     amount of such Receivable as reflected in the books of the Seller;

     "NOTE" means a commercial paper note issued by the Issuer for the purpose
     of funding the Purchaser under the Funding Agreement and purchased by a
     Dealer pursuant to the Dealer Agreements and includes the commercial paper
     notes represented by a Note in global form;

     "OFFER" means a written offer in substantially the form set out in Part 1
     of the Third Schedule;

     "OFFER DATE" means any date on which the Seller makes an Offer to the
     Purchaser;

     "OPERATING ACCOUNT"  means the interest bearing account or accounts
     designated as such in the Third Schedule of the Servicing Agreement and
     operated by ABN AMRO Bank N.V. as Accounts Administrator in the name of the
     Purchaser at the Account Bank utilised for the time being for the purposes
     of the Servicing Agreement and the Accounts Administration Agreement or
     such other account or accounts as may for the time being be in addition
     thereto or substituted therefor in accordance with the provisions of the
     Accounts Administration Agreement;

     "OUTSTANDING NOMINAL AMOUNT" means, with respect to any Purchased
     Receivable, at any time the Nominal Amount of such Purchased Receivable as
     determined by the most recent Monthly Report less the amount of Collections
     received by the Purchaser and applied to the Nominal Amount of such
     Purchased Receivable Provided that Collections shall not be treated as
     received by the Purchaser until credited to the Operating Account and
     provided

                                      -8-
<PAGE>

     further that such Outstanding Nominal Amount shall be restored in the
     amount and to the extent of any Collections so received and applied if at
     any time the distribution of such Collections is rescinded or must
     otherwise be returned for any reason;

     "PROGRAMME LIMIT" means USD [200,000,000]; for the purposes of calculating
     whether the Aggregate Receivables Investment denominated in [Euro] exceeds
     the Programme Limit, the Outstanding Nominal Amount of each Receivable
     shall be converted into US dollars using such rate of exchange as the
     Purchaser notifies the Seller was the rate of exchange contracted in the
     Hedging Transaction entered into by the Purchaser to hedge its exposure
     from the purchase of such Receivable for the delivery to the Purchaser of
     US dollars against the delivery by the Purchaser of [Euros];

     "purchase" means an acquisition of a Receivable and the Related Security
     hereunder pursuant to an Offer;

     "Purchase Date" means, with respect to any Purchase, the date upon which
     such Purchase is completed;

     "PURCHASE PRICE" shall have the meaning given thereto in Clause 4.1;

     "PURCHASE PRICE ADVANCE" MEANS that portion of the Purchase Price of a
     tranche of Receivables the subject of an Offer, equal to the aggregate of
     the Nominal Amount of each Receivable less the Discount calculated with
     respect to the proposed Purchase, and payable on a Purchase Date;

     "PURCHASED RECEIVABLES" means any Receivables assigned, sold or transferred
     or purported to be assigned, sold or transferred to the Purchaser pursuant
     hereto;

     "Receivable" means any and all present and future indebtedness coming or
     having come into existence prior to the termination hereof and owed or
     purported to be owed to the Seller by a Debtor, and includes unless
     otherwise specified herein, any Related Security and any Purchased
     Receivable;

     "RECEIVABLE DUE DATE" in relation to any Receivable means the original date
     on which such Receivable is due and payable;

     "RECORDS" means, in respect of any Receivable, all Contracts,
     correspondence, notes of dealings and other documents, books, books of
     account, registers, records and other information (including, without
     limitation, computer programmes, tapes, discs, punch cards, data processing
     software and related property and rights) maintained (and recreated in the
     event of destruction of the originals thereof) with respect to such
     Receivable and the related Debtor;

     "RELATED SECURITY" means with respect to any Receivable:

                                      -9-
<PAGE>

     (a)  all Adverse Claims of the Seller on any property from time to time, if
          any, purporting to secure payment of such Receivable, whether pursuant
          to the Contract related to such Receivable or otherwise, together with
          all financing statements signed by a Debtor describing any collateral
          security securing such Receivables;

     (b)  all guarantees, insurance and other agreements or arrangements of
          whatever character from time to time supporting or securing payment of
          such Receivable whether pursuant to the Contract related to such
          Receivable or otherwise;

     (c)  all Records related to such Receivable; and

     (d)  all proceeds at any time howsoever arising out of the resale,
          redemption or other disposal of (net of collection costs), or dealing
          with, or judgments relating to, any of the foregoing, any debts
          represented thereby, and all rights of action against any person in
          connection therewith;

     "SERVICER" means such person so designated from time to time in accordance
     with the Servicing Agreement;

     "SERVICES" means the services to be provided by the Servicer under the
     Servicing Agreement;

     "SERVICING AGREEMENT" means the servicing agreement dated on or about the
     date hereof between the Purchaser and the Seller, in its capacity as
     servicer;

     "STANDARD & POOR'S" means Standard & Poor's, a division of The McGraw-Hill
     Companies;

     "STANDBY LETTER OF CREDIT AGREEMENT" means the standby letter of credit
     agreement originally dated 1 December 1995 between ABN AMRO Bank N.V. as
     L/C Bank and Tapco, and any renewal or extension thereof;

     "TERMINATION DATE" means the date upon which a Termination Event occurs or,
     if such date is not a business day, the next following business day;

     "TERMINATION EVENT" means any of the events specified in the Fourth
     Schedule; and

     "WRITTEN-OFF RECEIVABLES" means any Receivable which has been written off
     as irrecoverable for accounting purposes by the Seller in accordance with
     the Seller's general accounting practices.

1.2  Any reference in this Agreement to:

     "ADMINISTRATION", "BANKRUPTCY", "DISSOLUTION", "LIQUIDATION",
     "RECEIVERSHIP" or "WINDING-UP" of any person shall be construed so as to
     include any equivalent or analogous proceedings under the laws of the
     jurisdiction in which such person is

                                     -10-
<PAGE>

     incorporated (or, if not a company or corporation, domiciled) or any
     jurisdiction in which such person has its principal place of business.

     an "AFFILIATE" of any company shall be construed as a reference to any
     company which is a subsidiary of such former company, of which such former
     company is a subsidiary, or which is a subsidiary of a holding company of
     which such former company is also a subsidiary;

     "BANK" or the "L/C BANK" shall be construed so as to include its respective
     successors and assigns in accordance with their respective interests;

     "BEF" or "BELGIAN FRANC" shall be construed as a reference to the lawful
     currency for the time being of the Kingdom of Belgium, [ ] shall be
     construed as a reference to the lawful currency for the time being of [ ]
     and " "US$", "USD" or "DOLLAR" shall be construed as a reference to the
     lawful currency for the time being of the United States of America;

     "BUSINESS DAY" means any day (other than a Saturday or a Sunday) on which
     banks are open for business in Amsterdam, [Brussels] or (where so specified
     herein) in the place for payment of the relevant amount;

     "CONTROL" shall have the meaning defined pursuant to [articles 2 and 3 of
     the Belgian royal decree of 6 March 1990 on the consolidated accounts of
     enterprises];

     "CLAUSE", "PART", "RECITAL" or "SCHEDULE" is, subject to any contrary
     indication, a reference to a clause or part hereof or a recital or schedule
     hereto;

     "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
     pledge, lien or other encumbrance securing any obligation of any person or
     any other type of preferential arrangement (including, without limitation,
     title transfer and retention arrangements) having a similar effect and for
     the avoidance of doubt shall not include (i) a right of counterclaim or
     (ii) a right of set-off arising by contract or operation of law not
     constituting a mortgage or charge under applicable law;

     "HOLDING COMPANY" of a company shall be construed as a reference to any
     company of which the first-mentioned company is a subsidiary;

     "PERSON" shall be construed as a reference to any person, firm, company,
     corporation, government, state or agency of a state or any association or
     partnership (whether or not having separate legal personality) of two or
     more of the foregoing;

     "STAMP DUTY" shall be construed as a reference to any stamp, registration
     or other transaction or documentary tax (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying out any of the same);

     "SUBSIDIARY" shall have the meaning defined pursuant to [articles 2 and 3
     of the Belgian royal decree of 6 March 1990 on the consolidated accounts of
     enterprises];

                                     -11-
<PAGE>

     "TAX" shall be construed so as to include any tax, levy, impost, duty or
     other charge of a similar nature (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying any of the same) arising under applicable law;

     "VALUE ADDED TAX" shall be construed so as to include any value added tax
     under any jurisdiction.

1.3  The headings in this Agreement shall not affect its interpretation.

1.4  Words denoting the singular number only shall include the plural number
     also and vice versa; and words denoting persons only shall include firms
     and corporations and vice versa.

1.5  References in this Agreement to any statutory provision shall be deemed
     also to refer to any statutory or other modification, re-enactment or
     replacement thereof or any statutory instrument, order or regulation made
     thereunder or under any such re-enactment.

1.6  The Schedules shall form part of this Agreement.

1.7  Terms defined in the Servicing Agreement, Standby Letter of Credit
     Agreement, Liquidity Facility Agreement and Accounts Administration
     Agreement shall, unless otherwise defined herein or the context otherwise
     requires, bear the same meaning herein.

1.8  Save where the contrary is indicated in this Agreement, any reference in
     this Agreement to a time of day shall be construed as a reference to time
     in Amsterdam.

                                     -12-
<PAGE>

                                    PART 2

                      SALES AND ASSIGNMENT OF RECEIVABLES


2.   OFFER FOR RECEIVABLES

2.1  At any time after the Conditions Precedent have been fulfilled to the
     satisfaction of, or waived by, the Purchaser but in any event before the
     Termination Date, the Seller may offer to sell and to assign to the
     Purchaser Eligible Receivables and their Related Security on any date by
     delivering to the Purchaser an Offer meeting the requirements set forth
     below.

2.2  Each Offer delivered pursuant to Clause 2.1 shall:-

     (a)  specify the aggregate Nominal Amount of such Receivables, and the
          Purchase Price Advance and Discount in relation to such Offer;

     (b)  identify in relation to each such Receivable:

          (i)   the name and account number of the Debtor owing such Receivable
                and its address;

          (ii)  the Invoice Date and invoice number;

          (iii) the Receivable Due Date; and

          (iv)  the Nominal Amount of each such Receivable;

     (c)  specify the proposed Purchase Date for such Receivables, which shall
          be a business day falling not less than three and not more than ten
          business days after the date of the Purchaser's receipt of the Offer
          and which shall also be a day on which banks are open for business in
          New York City;

     (d)  specify the bank and account into which the Purchase Price Advance is
          to be paid.

2.3  Delivery of an Offer pursuant to Clause 2.1 shall constitute (i) an
     irrevocable offer by the Seller binding upon it to sell and to assign to
     the Purchaser each of the Receivables designated in such Offer and the
     Related Security and (ii) a representation by the Seller that in relation
     to such Offer each of the statements set out in Clause 13 is true in all
     material respects on and as of the date of the Offer Provided always that
     the Purchaser may at any time require and the Seller shall thereupon
     provide all information necessary

                                     -13-
<PAGE>

     to satisfy the Purchaser that such representations are materially true in
     respect of each Receivable specified in the related Offer.

2.4  The Purchaser shall, at the Seller's request, notify the Seller on each
     Offer Date and/or Purchase Date (a) for the purposes of calculating the
     Discount Protection Amount of (i) the Aggregate Receivables Investment, and
     (ii) the interest rate, and (b) of the amount of any credit balance in the
     Discount Reserve Ledger.

3.   ACCEPTANCE, PURCHASE AND ASSIGNMENT

3.1  Upon delivery of an Offer in accordance with Clause 2.1, the Purchaser
     shall accept such Offer in respect of all Receivables the subject of such
     Offer if:

     (a)  no Termination Event shall have occurred and be continuing as at the
          proposed Purchase Date (including without limitation the Termination
          Event numbered 13 in the Fourth Schedule);

     (b)  the Conditions Precedent have been fulfilled to the satisfaction of
          the Purchaser or waived by it;

     (c)  the Offer meets the requirements of Clause 2.2;

     (d)  the representations and warranties set out in Clause 11 are true in
          all material respects;

     (e)  the Purchase Price Advance has been correctly calculated;

     (f)  on the proposed Purchase Date, assuming the Offer is accepted, the sum
          of the Matured Value of the Loans (after taking into account any
          increase thereto required to fund the Purchase Price Advance in
          respect of the Offer) and the Matured Value of the Foreign Loans will
          not exceed the Programme Limit;

     (g)  the Liquidity Termination Date referred to in the Liquidity Facility
          Agreement (as in force from time to time) shall not have arrived
          subject to an extension of such Liquidity Termination Date;

     (h)  [all consents and approvals required under any credit insurance
          policies for the sale and transfer of any credit-insured Receivables
          included in the Offer have been obtained by the Seller from the
          relevant insurance company];

     by depositing not later than 2.15 p.m. (Amsterdam time), or any other time
     as may be specified from time to time by the Purchaser in view of the then
     prevailing systems and practices for the settlement of payments, to the
     account specified in the Offer in immediately available funds on the
     relevant Purchase Date, a sum equal to the Purchase Price Advance,
     whereupon such Receivables and Related Security shall be sold and

                                     -14-
<PAGE>

     assigned to the Purchaser and title thereto shall pass from the Seller to
     the Purchaser. Within one business day of receipt of the Purchase Price
     Advance, the Seller shall provide a receipt to the Purchaser substantially
     in the form set out in Part 2 of the Third Schedule.

     Provided always that, if any of the conditions referred to above (save for
     those conditions which refer to the valid title of the Seller and the
     transferability of the relevant Receivable) are not met to any extent, then
     (whether or not the Purchaser is aware of the breach of such conditions)
     this shall affect neither the validity of the Purchaser's title to the
     relevant Receivables nor any remedy the Purchaser may have for such breach
     whether under this Agreement or at law.

3.2  If any Receivable or the Related Security is not transferred for any reason
     the Seller shall be obliged to take all actions necessary for the transfer
     of such Receivable or Related Security without undue delay and at its own
     expense. The Seller shall indemnify the Purchaser against any loss or
     expense incurred by the Purchaser as a result of the failure to transfer
     the same, other than any loss or expense resulting from the negligence or
     default on the part of the Purchaser in effecting such transfer.

3.3  The Seller shall indemnify the Purchaser against any loss or expense
     incurred by the Purchaser as a result of any purported revocation of an
     Offer or any failure by the Seller to complete the sale, purchase and
     assignment of the Receivables specified in an Offer.

3.4  If, at any time on or before the close of business on any business day of
     the Seller, the Aggregate Receivables Investment hereunder and under the
     Foreign RPAs is less than the aggregate of the Matured Value of the Loans
     outstanding from the Issuer to the Purchaser and all outstanding Advances
     (where applicable converted to US dollars at the rate specified in the
     relevant agreement), the Seller shall sell to the Purchaser an additional
     amount of Eligible Receivables at such Purchase Price as is necessary to
     reduce such deficiency to zero.

3.5  Without limiting the obligation of the Seller under Clause 3.4, if the
     Seller is in breach of its obligations under Clause 3.4 the only remedy
     available to the Purchaser shall be to declare the occurrence of a
     Termination Event and the Purchaser shall have no right to any monetary
     compensation or to seek to compel the Seller to effect any such additional
     sales.

3.6  For the avoidance of doubt, the parties confirm their intention that any
     Purchase under this Agreement shall constitute a true sale of the Purchased
     Receivables, and not a security arrangement for any obligations of the
     Seller. The Purchaser shall have full title and interest in and to the
     Purchased Receivables, shall be free to further dispose of such Purchased
     Receivables, and subject to the payment to the Seller of the purchase price
     thereof in accordance with Clause 4 shall be fully entitled to receive and
     retain for its own account any Collections in respect of such Purchased
     Receivables. Should any court, however, rule that this Agreement (or any
     Purchase under this Agreement)

                                     -15-
<PAGE>

     constitutes a security arrangement rather than a true sale, then this
     Agreement (and any Purchase under the Agreement) shall be interpreted so as
     to mean that the Seller has pledged the Purchased Receivables to the
     Purchaser as security for all obligations of the Seller under this
     Agreement (including any Purchase under this Agreement) and the Servicing
     Agreement, and all provisions hereof and thereof shall be construed mutatis
     mutandis.

4.   CALCULATION OF PURCHASE PRICE/DEFERRED PURCHASE PRICE PROVISIONS

4.1  The Purchase Price of any Receivables to be sold and assigned to the
     Purchaser on a Purchase Date shall comprise of (i) the Purchase Price
     Advance relating thereto paid in accordance with Clause 3.1 hereof and save
     as otherwise provided herein, calculated by the Seller (with calculations
     in reasonable detail) as of the date of the related Offer in the manner set
     out in this Agreement and (ii) the Deferred Purchase Price as provided in
     Clause 4.2, calculated and payable in the manner described in Clauses 4.3
     and 4.4.

4.2  Upon acceptance of any Offer pursuant to Clause 3.1, the Deferred Purchase
     Price relating to the Receivables which were subject to such Offer shall
     constitute a deferred purchase price credit granted to the Purchaser by the
     Seller and shall, subject to the adjustments specified herein, be payable
     to the Seller in accordance with the terms hereof.

4.3  On any Collection Payment Date prior to the Termination Date, the Purchaser
     shall calculate the amount standing to the credit of the Discount Reserve
     Ledger and the Discount Protection Amount (including for the purposes of
     this calculation the effect of any sale of Receivables occurring on such
     date and if there is no such sale, calculating a notional Discount
     Protection Amount based on the existing Purchased Receivables). If the
     amount standing to the credit of the Discount Reserve Ledger exceeds the
     Discount Protection Amount then, if the Termination Date has not then
     occurred, the Purchaser shall pay to the Seller by way of an instalment of
     the Deferred Purchase Price an amount equal to such excess on such
     Collection Payment Date (but only if and to the extent that there are funds
     credited to the Operating Account which the Accounts Administrator is
     entitled to apply in the order of priorities in Clause 8.4 of the Accounts
     Administration Agreement). For the avoidance of doubt but without prejudice
     to Clause 4.4 hereof, no instalment of Deferred Purchase Price shall be
     payable on or following the Termination Date.

4.4  Once the outstanding amount of all Notes and Advances, the proceeds of
     which have been used to fund Purchases hereunder, shall have been reduced
     to zero the Purchaser shall pay to the Seller by way of further instalments
     of Deferred Purchase Price, upon each following Collection Payment Date, an
     amount equal to the Collection made during the preceding Collection Period
     in respect of the Purchased Receivables less any amount

                                     -16-
<PAGE>

     which falls to be paid on such date out of the Collections in accordance
     with Clause 8.4 of the Accounts Administration Agreement. For the avoidance
     of doubt, the Purchased Receivables remain at all times the property of,
     and vested in, the Purchaser.

4.5  No interest or other charges shall accrue or be payable by the Purchaser in
     respect of any outstanding amount of any Deferred Purchase Price.

5.   LIMITED GUARANTEE

5.1  The Seller guarantees the due and punctual payment by the Debtors of all
     Purchased Receivables that will be outstanding on the Termination Date up
     to an amount equal to 10% of the aggregate Outstanding Nominal Amount of
     all Purchased Receivables as of the Termination Date (the "GUARANTEE CAP").

5.2  On each Collection Payment Date after the occurrence of a Termination
     Event, the Seller shall pay to the Purchaser:

     (a)  on the first such Collection Payment Date, an amount equal to the
          total Outstanding Nominal Amount of all Purchased Receivables which
          are Defaulted Receivables on the Termination Date;

     (b)  on the second and third such Collection Payment Dates, an amount equal
          to the total Outstanding Nominal Amount of all Purchased Receivables
          which have become Defaulted Receivables since the preceding Collection
          Payment Date; and

     (c)  on the fourth such Collection Payment Date, an amount equal to the
          excess of the Guarantee Cap over the total amounts already paid under
          paragraphs (a) and (b);

     provided however that the Seller's obligations under this Clause 5.2:

     (i)  shall in no event exceed the Guarantee Cap; and

     (ii) shall cease as soon as any instalment of Deferred Purchase Price
          becomes payable to the Seller pursuant to Clause 4.4.

5.3  The payments made pursuant to Clause 5.2 shall be treated as an advance on
     the Seller's obligation to pay over to the Purchaser, pursuant to Clause
     4.4 of the Servicing Agreement (in its capacity as Servicer), the amount of
     all Collections received by it. Such advances shall be regarded as relating
     to the last Purchased Receivables to remain uncollected, and the guarantee
     set out in Clause 5.1 implies that these advances shall be irrecoverable by
     the Seller even if those last Purchased Receivables forever remain
     uncollected.

5.4  Should the Collections made in respect of the Purchased Receivables
     outstanding as of the Termination Date ultimately exceed their aggregate
     Outstanding Nominal Amount as

                                     -17-
<PAGE>

     of the Termination Date minus the advances paid pursuant to Clause 5.2,
     then the excess shall be regarded as having been paid over already by the
     Seller to the Purchaser by way of these advances, and to that extent the
     Seller shall be dispensed from further paying over to the Purchaser,
     pursuant to Clause 4 of the Servicing Agreement (in its capacity as
     Servicer), the amount of such Collections.

5.5  The Parent jointly and severally guarantees the obligations of the Seller
     under Clause 5.2.

5.6  The liability of the Parent under this Clause 5 shall not be discharged or
     impaired by:

     (a)  the winding-up, dissolution, administration or re-organisation of any
          of the Servicer or the Seller or any other person or any change in
          status, function, control or ownership;

     (b)  any obligations of the Seller or the Servicer under this Agreement or
          the Servicing Agreement being or becoming illegal, invalid,
          unenforceable or ineffective in any respect;

     (c)  time or other indulgence being granted or agreed to be granted to the
          Seller, the Servicer in respect of its obligations hereunder or under
          the Servicing Agreement;

     (d)  time or other indulgence being granted or agreed to be granted to any
          Debtor;

     (e)  any amendment or any variation, waiver or release of, any obligation
          of the Seller or the Servicer under this Agreement or the Servicing
          Agreement;

     (f)  the existence or validity of any other security taken in relation to
          any Purchased Receivable or the enforcement or failure to enforce any
          such security;

     (g)  any amendment or variation to the terms of the Purchased Receivables
          or any Related Security;

     (h)  any other act, event, neglect or omission which would or might
          otherwise operate to impair or discharge the Parent's liability
          hereunder.

5.7  The Parent agrees that, so long as any amount is or may be owed by the
     Seller or the Servicer hereunder or under the Servicing Agreement, or the
     Seller or the Servicer is under any actual or contingent obligation
     hereunder, the Parent shall not exercise any rights which the Parent may at
     any time have, by reason of performance by it of its obligations hereunder:

     (a)  to be indemnified by the Servicer or the Seller; and/or

                                     -18-
<PAGE>

     (b)  to take the benefit (in whole or in part and whether by way of
          subrogation or otherwise) of any rights of the Purchaser hereunder.

     The claims of the Parent against the Seller or the Servicer shall in any
     event be subordinated to the rights of the Purchaser under this Agreement
     or the Servicing Agreement.

6.   NOTICE TO DEBTORS

     The Purchaser acknowledges and agrees that unless and until (i) a
     Termination Event has occurred, or (ii) the Purchaser reasonably considers
     it necessary to protect its interest in the payments due in respect of the
     Purchased Receivables and serves written notice on the Seller to such
     effect (setting out its reasons therefor) and the Seller fails to rectify
     the situation referred to in such notice within three business days, or if
     the remedy consists of a payment, within five business days, it shall not
     give a notice to any Debtor of the assignment to the Purchaser of the
     Purchased Receivables; and the Seller acknowledges that upon the occurrence
     of (i) or (ii) it may be required by the Purchaser (without prejudice to
     the right of the Purchaser in respect of the same) to give notice at its
     own costs to any Debtor of such assignment in which case the Seller shall
     promptly notify the relevant Debtors of the Purchaser's interest in the
     Purchased Receivables.  Any such notice shall specify the bank account into
     which all future payments in respect of Purchased Receivables shall be
     made.

7.   DOWNGRADE TRIGGER

     Upon the occurrence of a Downgrade Trigger:

     (i)  The Discount Protection Amount shall mean, with respect of the
          calculation of the Purchase Price, the higher of (x) [_] and (y) the
          amount derived from the following formula:

          (A+B)*C+(D*E)

          where:

          A     =      the Dilution Ratio Current Month of the preceding month;

          B     =      the Loss Ratio Current Month of the preceding month;

          C     =      Stress Factor:  2.25;

          D     =      USD LIBOR (three months)+ 0.43%

          E     =      0.33 (average annual maturity of receivables);

                                     -19-
<PAGE>

     (ii)  if the Seller is no longer the Servicer, the Seller shall, in
           addition to its obligations under Clause 14.1 and in particular
           Clause 14.1(a)(ii), furnish the Purchaser with bi-monthly reports
           substantially in the form of the Sixth Schedule hereof, to be
           submitted to the Purchaser (i) in accordance with clause 14.1(ii) on
           the third business day before each Collection Payment Date, and (ii)
           on twelfth day following the same Collection Payment Date.

     (iii) All Collections in respect of Purchased Receivables shall be
           transferred (for same day value) on a weekly basis (every [Levi's to
           specify day of week suitable for each Seller] into the Operating
           Account.

     (iv)  The Purchaser shall be entitled to notify the Seller of:

               .    a revised Loss Ratio Current Month;

               .    a revised Loss Ratio Rolling Average;

               .    a revised Delinquency Ratio Current Month;

               .    a revised Delinquency Ratio Rolling Average.

8.   FURTHER ASSURANCE

     The Seller agrees that from time to time, at its own expense, it will
     promptly execute and deliver all instruments and documents and take all
     action that the Purchaser may reasonably request in order to perfect or
     protect the assignment of the Purchased Receivables or to enable the
     Purchaser to exercise or enforce any of its rights under this Agreement.

                                     -20-
<PAGE>

                                    PART 3

                            INDEMNITY AND PAYMENTS

9.   INDEMNITY

9.1  Without limiting any other rights which the Purchaser may have hereunder or
     under applicable law, the Seller hereby agrees immediately to indemnify the
     Purchaser and its respective officers, directors and agents or any
     assignee, from and against any and all damages, losses, claims,
     liabilities, costs and expenses, including, without limitation, reasonable
     attorneys' fees (if any), and disbursements including any value added tax
     thereon (all of the foregoing being collectively referred to as
     "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them relating
     to or resulting from:

     (a)  reliance on any representation or warranty made by the Seller (or any
          officers of the Seller), under or in connection with this Agreement,
          any Monthly Report or any other information or report delivered by the
          Seller which shall have been false, incorrect or omitting of any
          material fact at the time made or deemed made;

     (b)  the failure by the Seller (or any officer of the Seller) to comply
          with any applicable law, rule or regulation with respect to any
          Purchased Receivable, Related Security or the related Contract, or the
          non-conformity of any Purchased Receivable, Related Security or the
          related Contract with any such applicable law, rule or regulation;

     (c)  any dispute, claim, offset or defence (other than the effects of the
          bankruptcy of the Debtor) of the Debtor to the payment of a Purchased
          Receivable, including, without limitation, a defence based on such
          Receivable or the related Contract or the Related Security not being a
          legal, valid and binding obligation of such Debtor enforceable against
          it in accordance with its terms, or any claim resulting from the
          Receivables being governed by the general business terms of the
          Debtor, or any other claim resulting from the sale of goods related to
          such Receivable or the failure to perform any obligations related to
          such goods or the failure to perform any obligations related to any
          applicable laws, rules or regulations in respect thereof;

     (d)  any product liability claims or personal injury or property damage
          suit or other similar or related claims or action of whatever sort
          arising out of or in connection with the goods which are the subject
          of any Purchased Receivable;

     (e)  any disclosure of information regarding the Debtors by the Seller to
          the Purchaser or the supply of any Contracts, Records and all other
          related documents to the Purchaser;

                                     -21-
<PAGE>

     (f)  any claim arising from collection activities conducted by the Seller,
          including, without limitation, any failure by the Seller, whether as
          Seller or in its capacity as Servicer, to transfer any Collection to
          the Operating Account; and

     (g)  any related indemnities given by the Purchaser in each of the
          Facilities, to the extent that the same relate to the Purchased
          Receivables or the transactions contemplated in this Agreement,

     excluding, however, (i) Indemnified Amounts resulting solely from the
     negligence or wilful misconduct on the part of the Purchaser or its agents
     or (ii) Indemnified Amounts arising out of the failure of any Debtor to pay
     amounts lawfully owed in respect of a Purchased Receivable.

9.2  Promptly after receipt by the Purchaser of notice of any claim or the
     commencement of any action or proceedings with respect to which an
     Indemnified Amount may become payable, the Purchaser will notify the Seller
     in writing of such a claim or of the commencement of such action and the
     Seller shall be entitled and obliged at its own expense to assume the
     defence of such action or proceeding in the name of the Purchaser and the
     Seller shall be entitled and obliged to take, in the name of the Purchaser,
     such action as the Seller shall see fit to defend or avoid liability for
     any such Indemnified Amount or to recover the same from any third party.

9.3  The Purchaser hereby agrees promptly to notify the Seller with reasonable
     detail if it becomes aware of any circumstances which could reasonably be
     expected to lead to a claim on the part of the Purchaser under Clause 9.1.

9.4  If at any time the Seller is obliged under the provisions of this Agreement
     to indemnify or reimburse the Purchaser in respect of any sum under the
     Liquidity Facility Agreement of Standby Letter of Credit Agreement, the
     Seller agrees that losses or expenses incurred by any Bank or the Agent
     referred to in the Liquidity Facility Agreement or the L/C Bank, as
     applicable, shall be deemed to be the losses or expenses of the Purchaser
     for this purpose.

10.  PAYMENTS

10.1 On each date upon which this Agreement requires an amount to be paid by
     either party hereunder, such party shall save as expressly provided herein
     make the same available to the payee by payment in the relevant currency
     and in immediately available, freely transferable, cleared funds to either
     (i) such account and bank as the relevant payee shall have specified for
     this purpose (where such payee is the Seller) or (ii) the Operating Account
     (where such payee is the Purchaser).

10.2 All payments made by the Seller hereunder shall be made free and clear of
     and without any deduction for or on account of any set-off or counterclaim.

                                     -22-
<PAGE>

11.  NETTING-OFF PAYMENTS

     The Purchaser may, but need not, apply any sum at any time due from it
     hereunder to the Seller in or towards satisfaction of any amount then due
     from the Seller and, for this purpose, the Purchaser may apply the sum so
     due from it in or towards the purchase of such amounts of such other
     currencies as may be required to effect such application.

12.  APPOINTMENT OF SERVICER
     The servicing, administering and collection of the Purchased Receivables
     shall be conducted by the Servicer, pursuant to the Servicing Agreement.

                                     -23-
<PAGE>

                                    PART 4

                   REPRESENTATIONS, WARRANTIES AND COVENANTS


13.  REPRESENTATIONS AND WARRANTIES

13.1 The Seller represents and warrants to the Purchaser that:

     (a)  Corporate Existence and Power

          The Seller is a corporation duly organised, validly existing and in
          good standing under the laws of [________] and has all corporate power
          and all governmental licences, authorisations, consents and approvals
          required to carry on its business in [________].

     (b)  Corporate and Governmental Authorisation; Contravention

          The execution, delivery and performance by the Seller of this
          Agreement and the transactions contemplated hereby are within its
          corporate powers, have been duly authorised by all necessary corporate
          action, require no action by or in respect of, or filing, recording or
          enrolling with, any governmental body, agency court official or other
          authority, and do not contravene, or constitute a default under, any
          provision of applicable law or regulation or by-laws of the Seller or
          of any agreement, judgment, injunction, order, decree or other
          instrument binding upon the Seller or result in the creation or
          imposition of any Adverse Claim on the assets of the Seller (other
          than in favour of the Purchaser pursuant to this Agreement).

     (c)  Binding Effect

          This Agreement constitutes the legal, valid and binding obligation of
          the Seller enforceable against the Seller in accordance with its
          terms, subject to bankruptcy, insolvency, reorganisation, moratorium
          or similar law or proceedings.

     (d)  No Proceedings

          (i)  Neither the Seller nor any of its affiliates has taken any
               corporate action nor have any steps been taken or legal
               proceedings been started or threatened against the relevant
               company for its winding-up, bankruptcy, gerechtelijk akkoord /
               concordat, liquidation, dissolution, reorganisation or annulment
               as a legal entity or for the appointment of an gerechtelijke
               bewindvoerder / administrateur judiciaire, commissaire special /
               bijzondere bewindvoerder, sekwester / sequestre, receiver,
               administrator, administrative receiver, trustee, liquidator,
               sequestrator or similar officer of the relevant company or of any
               or all of its assets or revenues;

                                     -24-
<PAGE>

          (ii)  no action or administrative proceeding of or before any court
                arbitrator or agency has been started or (to the best of the
                knowledge and belief of the Seller) threatened (1) which could
                reasonably be expected to have a material adverse effect on the
                Seller's business or financial condition or on its ability to
                perform its obligations under this Agreement or (2) as to which,
                in its opinion, there is a material likelihood of an adverse
                judgment which could reasonably be expected to have a material
                adverse effect on its business or financial condition or on its
                ability to perform its obligations under this Agreement; and

          (iii) the Seller is not in a stoppage of payment situation; further,
                the Seller is entering into this Agreement and makes each Offer
                hereunder for the Seller's own commercial benefit in good faith.

     (e)  Accuracy of Information

          All information heretofore furnished by the Seller to the Purchaser
          for the purposes of or in connection with this Agreement or any
          transaction contemplated hereby is, and all such information hereafter
          furnished by the Seller to the Purchaser will be, true and accurate in
          every material respect, on the date that such information is stated or
          certified.

     (f)  Place of Business

          The chief place of business and chief executive office of the Seller
          are located at the address of the Seller referred to herein, the
          offices where the Seller keeps all its Records, are located at the
          address(es) described herein or such other locations notified to the
          Purchaser in accordance with Clause 24 in jurisdictions where all
          action required under this Agreement has been taken and completed.

     (g)  Good Title

          Upon each Purchase Date hereunder the Purchaser shall acquire the
          ownership of each Purchased Receivable assigned on such Purchase Date
          and the Related Security with respect thereto, and to the best of the
          Seller's knowledge and belief, free and clear of any Adverse Claim
          (other than in favour of the Purchaser).

     (h)  Eligibility

          To the best of the Seller's knowledge and belief, each Receivable the
          subject of the related Offer is an Eligible Receivable in the Nominal
          Amount specified in such Offer.

     (i)  Floating Charge

                                     -25-
<PAGE>

          There is no floating charge (pand op handelszaak / gage sur fonds de
          commerce) or similar encumbrance under the law of any jurisdiction
          over the businesses of the Seller, nor any undertaking or mandate with
          a view to the creation of any such floating charge or similar
          encumbrance.

13.2 The representations and warranties referred to in Clause 13.1 shall be
given by the Seller to the Purchaser (i) on the date hereof, (ii) on each date
on which an Offer is made pursuant to Clause 2.1, (iii) on each Purchase Date
and (iv) except for Clause 13.1(h) on each date on which any Purchased
Receivable is outstanding.

14.  COVENANTS

14.1 At all times from the date hereof to the later of the Termination Date and
the date on which the Aggregate Receivables Investment is zero and no sums are
due and payable by the Seller to the Purchaser hereunder:

     (a)  Financial Reporting

          The Seller will maintain for itself and each of its subsidiaries a
          system of accounting established and administered in accordance with
          generally accepted [Belgian] accounting laws and principles, and
          furnish or notify to the Purchaser as the case may be:

          (i)    Annual Reporting

                 within nine calendar months after the close of each of its
                 fiscal years, an audit report certified by independent
                 certified public accountants (to the extent such audit report
                 is available), acceptable to the Purchaser, prepared in
                 accordance with [Belgian] accounting law and generally accepted
                 accounting principles for itself and its subsidiaries,
                 including balance sheets as of the end of such period, related
                 profit and loss statements;

          (ii)   Monthly Reporting

                 if the Seller is no longer acting as Servicer, not later than
                 the third business day before each Collection Payment Date, a
                 Monthly Report related to the relevant Collection Period;

          (iii)  Notice of Termination Event

                 by facsimile to be confirmed by letter as soon as possible and
                 in any event within five days after the occurrence of each
                 Termination Event, a statement of the Seller setting forth
                 details of such Termination Event and the action which the
                 Seller proposes to take with respect thereto;

          (iv)   Change in Credit and Collection Policies

                                     -26-
<PAGE>

                 -    prior to implementation, any change in or amendment to the
                      Credit and Collection Policies which the Seller does not
                      in his reasonable opinion consider to be material, and

                 -    any material change in or amendment to the Credit and
                      Collection Policies for approval prior to implementation,
                      such approval not to be unreasonably withheld. If such
                      approval is not given by the Purchaser, no such change or
                      amendment of the Credit or Collection Policies will be
                      implemented; and

          (v)    Other Information

                 such other information (including non-financial information) as
                 the Purchaser may from time to time reasonably request.

     (b)  Conduct of Business

          The Seller shall do all things necessary to remain duly organised,
          validly existing and in good standing under the law of [Belgium] and
          maintain all requisite authority to conduct its business in [Belgium].

     (c)  Compliance with Laws

          The Seller shall comply in all respects which could be regarded as
          material in the context of the transactions contemplated by this
          Agreement, with all laws, rules, regulations, orders, writs,
          judgments, injunctions, decrees or awards to which it may be subject.

     (d)  Furnishing of Information and Inspection of Records

          The Seller shall have systems in place in relation to Receivables that
          are capable of providing the information to which the Purchaser is
          reasonably and properly entitled pursuant to this Agreement, use all
          reasonable endeavours to maintain such systems in working order, and
          permit the Purchaser, any firm of independent accountants and/or any
          other representatives of the Purchaser upon ten days' prior written
          notice (unless a Termination Event has occurred in which case no
          notice is required) to enter during normal business hours under the
          direct supervision of the Seller upon its premises to:

          (i)  inspect and satisfy itself or themselves that the systems are in
               place, maintained in working order and are capable of providing
               the information to which it or they are reasonably and properly
               entitled pursuant to this Agreement; and

          (ii) examine and make copies of and extracts from all Records;

                                     -27-
<PAGE>

          Provided that no Records, files or other information other than that
          to which the Purchaser is entitled so to examine, copy or make
          abstracts from shall be removed from the Seller's premises and such
          Records, files or other information shall remain confidential and
          shall not be used or disclosed or divulged to any person (except to
          the extent and in the circumstances permitted by this Agreement and
          the Servicing Agreement and in accordance with applicable law) without
          the prior consent of the Seller, such consent not to be unreasonably
          withheld.

     (e)  Keeping of Records

          The Seller shall keep and maintain Records, on a Receivable by
          Receivable basis, for the purposes of identifying, in particular, at
          any time, any amount paid by and to each Debtor, any amount due by or
          to a Debtor, the source of receipts which are paid into each
          Collection Account and the Operating Account, and the balance from
          time to time outstanding on each Collection Account with respect to
          each Debtor.  The Seller shall give the Purchaser notice of any
          material change to its administrative and operating procedures in
          relation to the keeping and maintaining of Records.

     (f)  Performance and Compliance with Purchased Receivables and Contracts

          The Seller shall at its expense, in a timely manner fully perform and
          comply in all material respects with all provisions, covenants and
          other promises required to be observed by it under the Contracts and
          Related Security documents related to the Purchased Receivables as if
          interests in such Purchased Receivables had not been assigned and sold
          hereunder.

     (g)  Credit and Collection Policies

          The Seller shall comply in all material respects with the Credit and
          Collection Policies in regard to each Purchased Receivable, any
          Related Security and the related Contract as if interests in such
          Purchased Receivables had not been assigned and sold hereunder.

     (h)  Accounts

          The Seller shall ensure that each Collection Account will be open on
          the date hereof with resolutions, instructions and signature
          authorities applying thereto in the form required by the Purchaser.
          The Seller undertakes that the resolutions and instructions relating
          to the Collection Accounts will not be changed without prior written
          notification to and consent of the Purchaser.

          The Seller shall:

          (i)  procure that any payment which is not appropriated to a
               particular Purchased Receivable by the Debtor, and which is
               incapable of being so

                                     -28-
<PAGE>

                 appropriated by the Seller shall be applied to Purchased
                 Receivables based upon the ratio that Purchased Receivables
                 from such Debtor bear to all Receivables from such Debtor; and

          (ii)   not create, or participate in the creation of, or permit to
                 exist, any Adverse Claim in relation to the Collection Accounts
                 other than as disclosed and existing as at the date of this
                 Agreement.

          (iii)  Insurance Approvals

                 The Seller shall ensure that, in respect of any Receivable
                 which is credit-insured, it shall comply with all requirements
                 of the relevant insurance policies relating thereto including,
                 for the avoidance of doubt, the obtaining of any consents or
                 approvals required under the policies in respect of the sale
                 and transfer of such Receivables by the Seller to the Purchaser
                 hereunder.

14.2 During the term of this Agreement, unless the Purchaser shall otherwise
     consent in writing:

     (a)  Sales, Liens, etc

          Except as otherwise provided herein, the Seller shall not sell, assign
          or otherwise dispose of, or create or suffer to exist any Adverse
          Claim upon or with respect to any goods the subject of any Purchased
          Receivable or any Purchased Receivable or related Contract or Related
          Security, or assign any right to receive income in respect thereof or
          attempt, purport or agree to do any of the foregoing.

     (b)  Extension or Amendment of Receivables

          Except as otherwise permitted hereunder or under the Servicing
          Agreement, the Seller shall not extend, amend or otherwise modify the
          terms of any Purchased Receivable, or amend, modify or waive any term
          or condition of any Contract related thereto.

     (c)  Bills of exchange, etc

          Except with the prior written consent of the Purchaser, the Seller
          shall not draw any bill of exchange in connection with a Purchased
          Receivable, nor demand or receive from any Debtor, or otherwise permit
          the creation by any Debtor of, any promissory note in connection with
          a Purchased Receivable.

                                     -29-
<PAGE>

                                    PART 5

                                 Miscellaneous

15.  Taxes and Increased Costs

15.1 The Seller shall pay all stamp duty, registration and other similar taxes
     (but for the avoidance of doubt excluding the Purchaser's income taxes, if
     applicable) to which this Agreement, the Accounts Administration Agreement,
     any Funding Agreements or each of the Facilities or any judgment given in
     connection herewith or therewith may at any time become subject subsequent
     to the date of this Agreement and, from time to time on demand of the
     Purchaser, immediately indemnify the Purchaser against any liabilities,
     costs, claims and expenses resulting from any failure to pay or any delay
     in paying any such tax, except those penalties and interest charges that
     are due to the negligence or wilful misconduct of the Purchaser or its
     agents provided that, in the case of any payment relating to the Standby
     Letter of Credit Agreement, the Seller shall only be required to pay (a)
     amounts payable solely in respect of, or as a result of the transaction
     contemplated by this Agreement and the funding thereof and (b) such
     proportion of any general cost equal to the proportion which the L/C
     Portion relating to the transaction contemplated in this Agreement bears to
     the then Available L/C Portion (both terms as defined in the Standby Letter
     of Credit Agreement). The Purchaser shall, as soon as it becomes aware that
     any such stamp duty, registration or other similar taxes may become due,
     inform the Seller of the same. The Purchaser and the Seller shall cooperate
     to the extent practicable, and the Purchaser shall endeavour to take such
     measures as shall be practicable, with a view to lawfully avoiding any such
     stamp duty, registration or other similar taxes and expenses.

15.2 All payments to be made by the Seller to the Purchaser hereunder shall be
     made free and clear of and without deduction for or on account of tax
     unless the Seller is required to make such a payment subject to the
     deduction or withholding of tax, in which case the sum payable by the
     Seller in respect of which such deduction or withholding is required to be
     made shall be increased to the extent necessary to ensure that, after the
     making of such deduction or withholding, the Purchaser receives and retains
     (free from any liability in respect of any such deduction or withholding) a
     net sum equal to the sum which it would have received and so retained had
     no such deduction or withholding been made or required to be made.

15.3 The Seller shall from time to time on demand of the Purchaser (i) reimburse
     the Purchaser for all sums payable by the Purchaser under Clauses 13.1,
     13.2 and 13.5 of the Standby Letter of Credit Agreement to any person in
     respect of any increase for deduction or withholding for or on account of
     tax imposed subsequent to the date of this Agreement and any amount payable
     by the Purchaser to any person or the L/C Bank by way of indemnity against
     a payment on account of tax imposed subsequent to the date of

                                     -30-
<PAGE>

     this Agreement on or in relation to any sum received or receivable under
     the Standby Letter of Credit Agreement by such person or the L/C Bank, or
     any liability in respect of any increased costs of the L/C Bank and in each
     case, only on any amount paid which is referable to the funding by the
     Purchaser of Purchased Receivables (ii) reimburse the Purchaser for all
     sums payable by the Purchaser under Clauses 16.4, 19.4 and 19.5 of the
     Liquidity Facility Agreement to any person in respect of any increase for
     deduction or withholding for or on account of tax imposed subsequent to the
     date of this Agreement or in relation to any sum received or receivable
     under the Liquidity Facility Agreement by such person or the Agent, the
     Banks or any liability in respect of any increased costs.

15.4 Any demand made by the Purchaser under Clause 15.1, 15.2 or 15.3 above
     shall be accompanied by a statement, duly certified by an officer of the
     Purchaser, giving reasonable particulars of the claim for reimbursement
     which shall be relied upon and agreed as authoritative by the Seller.

15.5 The Purchaser hereby agrees promptly to notify the Seller if it becomes
     aware of any circumstances which could reasonably be expected to lead to a
     claim on the part of the Purchaser under this Clause 15.

16.  Default Interest and Indemnity

16.1 If any sum due and payable by the Seller hereunder is not paid on the due
     date therefor in accordance with the provisions of Clause 10 or if any sum
     due and payable by the Seller under any judgment of any court in connection
     herewith is not paid on the date of such judgment, the period beginning on
     such due date or, as the case may be, the date of such judgment and ending
     on the date upon which the obligation of such Seller to pay such sum (the
     balance thereof for the time being unpaid being herein referred to as an
     "unpaid sum") is discharged shall be divided into successive periods, each
     of which (other than the first) shall start on the last day of the
     preceding period and the duration of each of which shall be selected by the
     Purchaser to match the interest period selected by the Purchaser.

16.2 During each such period relating thereto as is mentioned in Clause 16.1 an
     unpaid sum shall, to the extent permitted by law and provided that the
     Seller shall be in default, bear interest at the rate per annum which is
     the sum of 2 per cent plus the rate at which ABN AMRO Bank N.V. was
     offering to prime banks in the London (or, in respect of [Belgian francs,
     Brussels]) Interbank Market deposits in the currency in which such unpaid
     sum is denominated for the period for which such rate is to be determined
     at 11.00 a.m. on the date upon which quotations would ordinarily be given
     by prime banks in the London (or, in respect of [Belgian francs, Brussels])
     Interbank Market for deposits in such currency for such period Provided
     that, if, for any such period, ABN AMRO Bank N.V. was not offering deposits
     in the currency in which such unpaid sum is denominated for the required
     period, the rate of interest applicable to such unpaid sum shall be
     determined by

                                     -31-
<PAGE>

     reference to the cost to the Purchaser of obtaining such deposits from such
     sources as it may reasonably select.

16.3 Any interest which shall have accrued under Clause 16.2 in respect of an
     unpaid sum shall be due and payable and shall be paid by the Seller at the
     end of the period by reference to which it is calculated or on such other
     dates as the Purchaser may specify by written notice to the Seller.

16.4 The Seller undertakes to indemnify the Purchaser against any loss or
     expense, including reasonable legal fees, which it may sustain or incur as
     a consequence of any default by the Seller in the performance of any of the
     obligations expressed to be assumed by it in this Agreement, other than any
     loss or expense resulting from the negligence or default on the part of the
     Purchaser in connection with such performance.

16.5 The Purchaser hereby agrees to notify the Seller if it becomes aware of any
     circumstances which could reasonably be expected to lead to a claim on the
     part of the Purchaser under this Clause 16.

17.  Fees, Costs and Expenses

17.1 In consideration of the obligations of the Purchaser incurred hereunder the
     Seller shall pay to the Purchaser the fees specified in the Fee Letter.

17.2 Other Facilities, Fees etc.

     The Seller shall, from time to time (i) on demand of the Purchaser
     reimburse the Purchaser in an amount equal to the Liquidity Facility Fee
     (relating to the funding of Purchases hereunder) payable by the Purchaser
     to the Agent both for the Agent's account and for the account of the Banks
     under the Liquidity Facility Agreement, (ii) on demand of the Purchaser
     reimburse the Purchaser for all costs and expenses (including reasonable
     legal fees) together with any value added tax thereon incurred or in
     connection with the enforcement and/or preservation of any of the rights of
     the Banks and the Agent (on its behalf and/or for the account of the Banks)
     (each as defined in the Liquidity Facility Agreement) under the Liquidity
     Facility Agreement, (iii) on demand of the Purchaser reimburse the
     Purchaser in an amount equal to the L/C Fee payable by the Purchaser under
     Clause 4.1 of the Standby Letter of Credit Agreement, (iv) on demand of the
     Purchaser reimburse the Purchaser in an amount equal to the costs and
     expenses payable by the Purchaser in respect of any exercise of its rights
     under the Servicing Agreement, (v) on demand of the Purchaser reimburse the
     Purchaser in an amount equal to the Accounts Administration Fee payable by
     the Purchaser pursuant to Clause 10.2 of the Accounts Administration
     Agreement and any charges of the Account Bank payable by the Purchaser
     pursuant to Clause 3 of the Accounts Administration Agreement, (vi) on
     demand of the Purchaser reimburse the Purchaser for all amounts payable by
     the Purchaser to the Issuer pursuant to Clauses 7 and 8 of the Funding
     Agreement, and (vii)

                                     -32-
<PAGE>

     on demand of the Purchaser reimburse the Purchaser the fees, costs and
     expenses of the directors of the Purchaser and any holding company of the
     Purchaser.

18.  Deemed Collections

18.1 If on any day (i) a Purchased Receivable becomes a Disputed Receivable,
     (ii) any representation or warranty in Clause 13 in respect of a Purchased
     Receivable proves at any time to have been incorrect when made, or (iii)
     any Purchased Receivable proves not to have been an Eligible Receivable at
     the Purchase Date, then the Seller shall be deemed to have received on such
     day a Collection (a "Deemed Collection") in an amount equal to the
     Outstanding Nominal Amount of such Purchased Receivable.

18.2 If the Outstanding Nominal Amount of any Purchased Receivable is reduced by
     reason of (i) any set-off or counterclaim or (ii) any discount or other
     trade credit, or (iii) any credit note issued by the Seller to the Debtor,
     then the Seller shall be treated as having received the amount of such
     reduction on the date of such reduction for such Receivable in addition to
     any other amounts which may be received or receivable on such Receivable
     and such reduction thereof shall for the purposes of this Agreement be
     treated as a Deemed Collection in an amount equal to the amount of such
     reduction.

18.3 If any Receivable which is purported to be sold and assigned to the
     Purchaser hereunder shall have been collected in whole or in part
     (including a Deemed Collection pursuant to Clause 18.1 and 18.2) prior to
     the Purchase Date, then the portion thereof which shall have been so
     collected shall be treated for the purposes of this Agreement as a Deemed
     Collection thereof received on the date of the Purchase Date.

18.4 If on any day the Seller is in receipt of a Deemed Collection the Seller
     shall hold such amount for and to the order and benefit of the Purchaser
     and shall pay such amount to the Operating Account on the next Collection
     Payment Date, as if the same were a Collection.

18.5 Upon the receipt of the Deemed Collection referred to in items (i) to (iii)
     of Clause 18.1, the Purchaser shall re-assign to the Seller (without
     recourse or warranty on the part of the Purchaser and at the sole cost of
     the Seller) the relevant Receivable and the Related Security, and any
     Collections thereafter received in respect of such Receivable shall be the
     sole property of the Seller.

19.  Benefit of Agreement

19.1 This Agreement shall be binding upon and enure to the benefit of each party
     hereto and its successors and persons deriving title hereunder.

19.2 The Seller shall not be entitled to assign or transfer all or any of its
     rights, benefits and obligations hereunder.

                                     -33-
<PAGE>

20.  Disclosure of Information

     Neither of the parties hereto shall, during the continuance of this
     Agreement or after its termination, disclose to any person, firm or company
     whatsoever (except with the authority of the other party hereto) any
     information which that party has acquired under or in connection with this
     Agreement other than:

          (i)   to employees, officers or agents of any of ABN AMRO Bank N.V.,
                the Banks under the Facilities, the Issuer, Standard & Poor's,
                Moody's and the Dealers under the Dealer Agreements (but not,
                for the avoidance of doubt, holders of commercial paper issued
                thereunder);

          (ii)  in connection with any proceedings arising out of or in
                connection with this Agreement, any Funding Agreement, each of
                the Facilities or the preservation or maintenance of its rights
                thereunder, subject to prior notice to the Seller;

          (iii) if required to do so by an order of a court of competent
                jurisdiction whether in pursuance of any procedure for
                discovering documents or otherwise subject to prior notice to
                the Seller;

          (iv)  pursuant to any law or regulation or requirement of any
                governmental agency in accordance with which that party is
                required or accustomed to act subject to prior notice to the
                Seller;

          (v)   to any governmental, banking or taxation authority or competent
                jurisdiction subject to prior notice to the Seller;

          (vi)  to its auditors or legal or other professional advisers;

     Provided that the above restriction shall not apply to:

     (a)  employees or officers or agents of any of the parties referred to in
          (i) above, any part of whose functions are or may be in any way
          related to this Agreement;

     (b)  information already known to a recipient otherwise than in breach of
          this Clause;

     (c)  information also received from another source on terms not requiring
          it to be kept confidential; and

     (d)  information which is or becomes publicly available otherwise than in
          breach of this Clause.

                                     -34-
<PAGE>

21.  Remedies and Waivers

21.1 No failure to exercise, nor any delay in exercising, on the part of any
     party hereto, any right or remedy hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise of any right or remedy
     prevent any further or other exercise thereof or the exercise of any other
     right or remedy.

21.2 The rights and remedies herein provided are cumulative and not exclusive of
     any rights or remedies provided by law.

22.  Partial Invalidity

     Without prejudice to any other provision hereof, if one or more provisions
     hereof is or becomes invalid, illegal or unenforceable in any respect in
     any jurisdiction or with respect to any party such invalidity, illegality
     or unenforceability in such jurisdiction or with respect to such party or
     parties shall not, to the fullest extent permitted by applicable law,
     render invalid, illegal or unenforceable such provision or provisions in
     any other jurisdiction or with respect to any other party or parties
     hereto.  Such invalid, illegal or unenforceable provision shall be replaced
     by the parties with a provision which comes as close as reasonably possible
     to the commercial intentions of the invalid, illegal or unenforceable
     provision.

23.  No Liability and No Petition

23.1 No recourse under any obligation, covenant, or agreement of the Purchaser
     contained in this Agreement shall be had against any shareholder, officer
     or director of either the Purchaser or the Issuer as such, by the
     enforcement of any assessment or by any proceeding, by virtue of any
     statute or otherwise; it being expressly agreed and understood that this
     Agreement is a corporate obligation of the Purchaser and no liability shall
     attach to or be incurred by the shareholders, officers, agents or directors
     of either the Purchaser or the Issuer as such, or any of them, under or by
     reason of any of the obligations, covenants or agreements of such Purchaser
     contained in this Agreement, or implied therefrom, and that any and all
     personal liability for breaches by the Purchaser of any of such
     obligations, covenants or agreements, either at law or by statute or
     constitution, of every such shareholder, officer, agent or director is
     hereby expressly waived by the Seller as a condition of and consideration
     for the execution of this Agreement.

23.2 The Seller hereby undertakes to the Purchaser that, until one year and one
     day has elapsed after the payment of all sums outstanding and owing under
     the latest maturing note under the CP Programme, it will not petition or
     commence proceedings for the administration or winding up (nor join any
     person in a petition or proceedings for the administration or winding up)
     of the Purchaser nor will it enforce any judgment against the Purchaser if
     to do so would cause the financial situation of the Purchaser to become
     such as to make it liable to insolvency proceedings. The Seller
     acknowledges that its

                                     -35-
<PAGE>

     recourse against the Purchaser in respect of any matter provided in this
     Agreement shall be limited at any time to the extent of the aggregate of
     (a) the unpaid amount of any Purchase Price Advance payable hereunder, and
     (b) the Deferred Purchase Price due, owing or payable to it at that time
     (but only if and to the extent that there are funds credited to the
     Operating Account which the Accounts Administrator is entitled to apply in
     accordance with in the Accounts Administration Agreement).

23.3 The Seller may, subject to Clause 23.2, demand performance by the Purchaser
     of its obligations hereunder and enforce these obligations, but waives the
     right to demand rescission of any Purchase. The Seller waives any unpaid
     seller's lien that it may have under article 20, 5 of the Mortgage Law or
     otherwise.

24.  Notices and Amendments

24.1 Each communication to be made hereunder shall, (except expressly permitted
     otherwise) be made in writing but, unless otherwise stated, may be made by
     facsimile or letter.

24.2 Any communication or document to be made or delivered by any one person to
     another pursuant to this Agreement shall (unless that other person has by
     fifteen days' written notice to the other specified another address) be
     made or delivered to that other person at the address identified with its
     signature below and shall be deemed to have been made or delivered (in the
     case of any communication made by facsimile) when despatched or (in the
     case of any communication made by letter) when left at that address. Any
     communication sent by facsimile shall be promptly confirmed by letter but
     the non-delivery or non-receipt of any such letter shall not affect the
     validity of the original facsimile communication.

24.3 Each communication and document made or delivered hereunder shall be in
     English.

24.4 Any notice given to the Purchaser hereunder shall be copied to such other
     person as the Purchaser may instruct from time to time.

24.5 The Purchaser may act in accordance with any communication which may from
     time to time be, or purport to be, given on behalf of any one or more of
     those persons whom the Purchaser can reasonably believe on a summary
     examination of the relevant documents to be the authorised officers of the
     Seller, without further enquiry by the Purchaser (as the case may be) as to
     the authority or identity of the person making or purporting to make such
     communication and regardless of the circumstances prevailing at the time of
     such communication. The Purchaser may treat any such communication as fully
     authorised by and binding upon the Seller and may (but need not) take such
     steps in connection with or in reliance upon such communication as the
     Purchaser may in good faith consider appropriate.

24.6 This Agreement may be executed in one or more counterparts.

                                     -36-
<PAGE>

24.7 No variation of this Agreement (including this Clause 24.7) shall be
     effective unless it is in writing and signed by (or by some person duly
     authorised by) each of the parties and unless each of the Rating Agencies
     has confirmed in writing that the rating of the indebtedness for borrowed
     money issued or sold by the Issuer will not be downgraded, withdrawn or
     suspended as a result of such variation.

                                     -37-
<PAGE>

                                    PART 6

                             LAW AND JURISDICTION

25.  LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of [________].

26.  JURISDICTION

     Any dispute in connection with this Agreement shall be subject to the
     jurisdiction of the courts of [________].


Signed in two originals the day and year first before written.  The pages of
this Agreement and the Servicing Agreement executed on the date hereof were
initialled for the purposes of authentication by ________________________ on
behalf of the Purchaser and ________________________ on behalf of the Seller.

                                     -38-
<PAGE>

THE PURCHASER

TULIP ASSET PURCHASE COMPANY B.V.



_______________________

By:

Gustav Mahlerlaan 10,
POBox 283,
1082 PP Amsterdam
The Netherlands

Telefax:+ 31 20 628 4666

Attention: Tuncay Sevincer / Frank Boesveldt


THE SELLER



_______________________                 _______________________

By:                                     By:

Address:                                Address:


Fax:                                    Fax:

Telephone:                              Telephone:

Attention:                              Attention:

                                     -39-
<PAGE>

THE PARENT

LEVIS STRAUSS & Co



_______________________                 _______________________

By:                                     By:

Address:                                Address:


Fax:                                    Fax:

Telephone:                              Telephone:

Attention:                              Attention:

                                     -40-
<PAGE>

                              THE FIRST SCHEDULE

                             CONDITIONS PRECEDENT


1.   Copies of a resolution of the Seller's board of directors, and any other
     necessary corporate documents, approving this Agreement, the Servicing
     Agreement and the other documents to be delivered by it and the
     transactions contemplated hereunder.

2.   Certified copies of the statutes of the Seller.

3.   A certificate of the Seller certifying (a) the names and signatures of the
     officers authorised on behalf of the Seller to execute this Agreement, the
     Servicing Agreement and any other documents to be delivered by it
     hereunder, on which certificate the Purchaser may conclusively rely until
     such time as the Purchaser shall receive from the Seller a revised
     certificate meeting the requirements of this paragraph 3 and (b) the
     authenticity of the by-laws of the Seller.

4.   A legal opinion from Clifford Chance [Brussels] in form and substance
     satisfactory to the Purchaser.

5.   Copy of the latest financial statements of the Seller. These financial
     statements shall be audited to the extent that such audited statements are
     available.

6.   Copy of the Servicing Agreement as executed.

7.   Copy of the Monthly Report for the calendar month immediately preceding the
     date hereof.

8.   Copy of any other statements or contracts the Purchaser deems necessary
     with regard to receivables offered.

9.   Confirmation from the Rating Agencies in the customary form satisfactory to
     the Purchaser as regards (a) the rating of the transaction and (b) the
     rating of the Notes.

10.  Evidence that the conditions precedent provided for under each Foreign RPA
     entered into on or about the date hereof have been satisfied.

11.  Confirmation from the Purchaser of receipt of the structuring fee (in
     respect of first Purchase Date only).

                                     -41-
<PAGE>

                              THE SECOND SCHEDULE

                   ELIGIBLE RECEIVABLES AND ELIGIBLE DEBTORS

"ELIGIBLE RECEIVABLES" means Receivables which at their proposed Purchase Date:

1.   were originated pursuant to a Contract in the Seller's ordinary course of
     business, in accordance with the approved Credit and Collection Policies of
     the Seller;

2.   are owed by an Eligible Debtor, as defined hereunder in this Second
     Schedule;

3.   constitute legally valid and enforceable obligations of the related Debtors
     enforceable against such Debtors in accordance with the terms of such
     Receivables subject to no right of rescission, set-off, withholding,
     suspension, counterclaim or other defence other than those provided for
     under mandatory rules of applicable law;

4.   can be easily segregated and identified for ownership and Related Security
     purposes on any day;

5.   arise from the sale of goods or the provision of services by the Seller and
     are such that the delivery of the goods or the provision of services giving
     rise to the Receivables have been completed and such goods or services have
     been accepted by the related Debtor;

6.   are not Delinquent Receivables and are neither Defaulted, or Disputed
     Receivables and there has been no breach of any obligation (other than a
     payment obligation) by any party to any Contract;

7.   are obligations which can be transferred by way of sale and assignment, and
     of which the transfer by way of sale and assignment is not subject to any
     contractual or legal restriction;

8.   are obligations in respect of which no bill of exchange, promissory note or
     other negotiable instrument has been issued;

9.   are owned by the Seller and are free and clear of any Adverse Claims;

10.  are evidenced by an invoice issued to the relevant Debtor which will be
     sufficient to prove a claim therefor against the related Debtor in relevant
     courts, which complies with the relevant VAT and other taxation
     requirements, and which shows the amount and percentage of VAT applied if
     any;

11.  do not carry interest and are not subject to withholding taxes;

12.  have been created in compliance with all applicable laws and all required
     consents, approvals and authorisations have been obtained in respect
     thereof;

                                     -42-
<PAGE>

13.  if purchased, are such that the Nominal Amount of such Receivables,
     together with the Aggregate Outstanding Nominal Amount of any other
     outstanding Purchased Receivables from the same Debtor and affiliates of
     the same Debtor, are not in excess of the Debtor Limit (but any such
     Receivables shall be ineligible only to the extent of such excess); if
     several Receivables owing from the same Debtor and, as the case may be, its
     affiliates are included in any Offer and, pursuant to this paragraph, part
     of them only may constitute Eligible Receivables, then eligibility shall be
     granted in priority to:

     (a)  the Receivables with an earlier invoice date;

     (b)  in the case of Receivables with the same invoice date, those with a
          later due date;

     (c)  in the case of Receivables with the same invoice date and due date,
          those with the higher invoice amount; and

     (d)  in the case of Receivables with the same invoice date, due date and
          invoice amount, those with the lower invoice serial number;

14.  are not Receivables due from a Debtor against or by whom an application for
     the institution of bankruptcy, concordat judiciaire / gerechtelijk akkord,
     composition or any other insolvency procedure has been or will have been
     made within the meaning of any applicable insolvency law;

15.  are Receivables in respect of which the Purchaser has not notified the
     Seller that the Purchaser has determined that such Receivables or class of
     Receivables is not reasonably acceptable for Purchase hereunder;

16.  are Receivables due from a Debtor which the Purchaser has not notified the
     Seller that Receivables from such Debtor are not Eligible Receivables (and
     the Purchaser shall not be entitled to give such notification without
     reasons or on the basis of abusive and clearly unreasonable grounds);

17.  are payable by Debtors which are not the Debtors of any Defaulted
     Receivable and are not, and have not been within the period of three years
     ending on the proposed Purchase Date, the Debtors of any Receivable payable
     to the Seller, which Receivable would be a Defaulted Receivable had it then
     been owned by the Seller and included in the relevant Offer;

18.  are Receivables the Nominal Amount of which remains a debt, has not been
     paid and has not been discharged by set-off or otherwise;

19.  are Receivables the sale of which in the manner herein contemplated will
     not be recharacterised as any other type of transaction and will be
     effective to pass to the Purchaser full and unencumbered title thereto and
     the benefit thereof to the Purchaser and

                                     -43-
<PAGE>

     no further act, condition or thing will be required to be done in
     connection therewith to enable the Purchaser to require payment of any such
     Receivable or the enforcement of any such right in any court other than the
     giving of notice to the Debtor of the assignment of such Receivable by the
     Seller to the Purchaser;

20.  are Receivables the sale and/or assignment of which will not violate any
     law or any agreement by which the Seller may be bound and upon such sale
     and assignment such Receivables will not be available to the creditors of
     the Seller on its liquidation;

21.  had an original term of no more than [ ] days, and are denominated and
     payable in any of the following currencies:

          [BEF Belgian franc]

          [EUR Euro, if and when introduced];

          [         ]

22.  are Receivables governed by [________] law, owing from Debtors established
     in [________] in relation to their [________] establishment, and the terms
     and conditions of which do not provide for the jurisdiction of any court or
     arbitration tribunal outside [________];

23.  are not subject to, and did not arise in connection with a contract which
     is subject to, the [consumer credit law of 12 June 1991];

24.  are not subject to, and did not arise in connection with a contract which
     is subject to, public procurement (openbare aanbestedingen / marches
     publics) laws and regulations;

25.  did not originate from the resale of products which had been acquired by
     the Seller subject to a reservation of title, unless the reservation of
     title has lapsed already due to the payment of the original acquisition
     price;

26.  do not represent claims in connection with the execution by the Seller of a
     contract which is partly subcontracted to a third party; and

27.  do not arise under or in relation to Contracts which constitute leasing,
     hire, hire purchase or contract hire transactions.

                          *            *            *

An "ELIGIBLE DEBTOR" at any relevant time:

1.   is a Debtor which is approved as such by the Purchaser (which approval
     shall not be unreasonably withheld);

                                     -44-
<PAGE>

2.   is a customer of the Seller granted credit in accordance with the Seller's
     normal procedures and billed by the Seller on a regular basis;

3.   at the time of the assignment of the Receivables to the Purchaser, has not
     entered into a voluntary arrangement with its creditors, been declared
     bankrupt, been defendant in an action for its bankruptcy which remains
     undismissed for a period of thirty days, has not taken any corporate action
     nor had legal proceedings commenced against it for its gerechtelijk
     akkoord/ concordat, dissolution, liquidation, been subject to the
     appointment of a gerechtelijke bewindvoerder / administrateur judiciaire,
     sekwester / sequestre or similar officer, been in a situation of stoppage
     of payments (staking van betalingen / cessation de paiements), or been
     subject to any event similar to any of the above under the laws of any
     jurisdiction;

4.   is not an affiliate of the Seller;

5.   is not, except with the Purchaser's prior consent, a country, state, local
     government, municipality, public body, government entity, state owned
     corporation or other public sector body; and

6.   is not an individual and does not have the benefit of consumer credit
     legislation.

                                     -45-
<PAGE>

                              THE THIRD SCHEDULE

                                    PART 1

                                 FORM OF OFFER

To:       Tulip Asset Purchase Company B.V.
From:     [     ]
Dated:    [     ]

Dear Sirs,

1.        We refer to a receivables purchase agreement (such receivables
          purchase agreement, as from time to time amended, supplemented or
          novated being herein called the "RECEIVABLES PURCHASE AGREEMENT")
          dated on or about [____________] and originally made between
          yourselves as Purchaser, Levi Strauss & CO as Parent and ourselves as
          Seller.

2.        Terms defined in the Receivables Purchase Agreement shall bear the
          same meaning herein.

3.        We hereby offer to sell, to assign and to transfer to you, pursuant to
          the Receivables Purchase Agreement, the Receivables listed in the
          Schedule hereto and the Related Security at a Purchase Price
          calculated in accordance with the Receivables Purchase Agreement and
          notify you that:

          (a)  (i)   the aggregate Nominal Amount of all the offered
               Receivables, calculated as at the date hereof, is [    ];

               (ii)  the Purchase Price Advance in respect of all the offered
               Receivables, calculated as at the date hereof, is [    ]; and

               (iii) the Discount in respect of all the offered Receivables,
               calculated as at the date hereof, is [    ];

          (b)  the proposed Purchase Date is [      ];

          (c)  the Purchase Price Advance is to be paid into account no.
               [specify number] in the name of [specify account name] at
               [specify bank name and address].

This Offer constitutes an irrevocable offer by us binding upon us to assign and
to sell to you the ownership interest in the Receivables and Related Security
referred to in this Offer.

Yours faithfully,

                                     -46-
<PAGE>

 ..................................

for and on behalf of

[         ]

                                     -47-
<PAGE>

                                    PART 2

                                FORM OF RECEIPT


To:  Tulip Asset Purchase Company B.V.

From:     [       ] as Seller

Dated:    [     ]


Dear Sirs,

1.        We refer to a receivables purchase agreement (such receivables
          purchase agreement, as from time to time amended, supplemented or
          novated being herein called the "RECEIVABLES PURCHASE AGREEMENT")
          dated on or about [____________] and originally made between
          yourselves as Purchaser, Levi Strauss & CO as Parent and ourselves as
          Seller.

2.        Terms defined in the Receivables Purchase Agreement shall bear the
          same meaning herein. This Receipt is given pursuant to Clause 3.1 of
          the Receivables Purchase Agreement.

3.        We hereby acknowledge receipt of the Purchase Price Advance on the
          [specify date] in respect of the Receivables identified in the offer
          dated [   ], calculated in accordance with the Receivables Purchase
          Agreement.

Yours faithfully,



 ........................

for and on behalf of

[         ]

                                     -48-
<PAGE>

                              THE FOURTH SCHEDULE

                              TERMINATION EVENTS

1.   The Seller and/or the Servicer, so long as the Seller is Servicer, fails to
     make payment under this Agreement and/or the Servicing Agreement on the
     date such payment is due and payable as specified in such Agreement, or
     upon demand where no date is specified, subject to a three day grace period
     after notification.

2.   The Seller and/or the Servicer, so long as the Seller is Servicer, fails to
     perform any of their other obligations under this Agreement and/or the
     Servicing Agreement, subject to a three day grace period after
     notification.

3.   Any representation or warranty in this Agreement or in any report or any
     information provided by the Seller is materially false or incorrect.

4.   The Seller enters into a voluntary arrangement with its creditors, is
     declared bankrupt, is defendant in an action for its bankruptcy which
     remains undismissed for a period of thirty days, takes any corporate action
     or has legal proceedings commenced against it for its gerechtelijk akkoord
     / concordat, dissolution, liquidation, or a gerechtelijk bestuurder /
     administrateur judiciaire, sekwester / sequestre or similar officer is
     appointed in relation to the Seller, or any stoppage of payments (staking
     van betalingen/ cessation de paiements) occurs.

5.   Any material adverse change occurs in the financial position or the
     collection procedures of the Seller.

6.   There is a default by the Seller or any seller under any Foreign RPA in
     respect of any of their payment obligations to third parties in aggregate
     in excess of USD 25,000,000 or its equivalent at any time.

7.   Subject to the provisions of clause 7, the Loss Ratio Current Month
     reported in any Monthly Report exceeds [______]%.

8.   Subject to the provions of clause 7, the Loss Ratio Rolling Average in any
     Monthly Report exceeds [______]%.

9.   Subject to the provions of clause 7, the Delinquency Ratio Current Month in
     any Monthly Report exceeds [______]%.

10.  Subject to the provions of clause 7, the Delinquency Ratio Rolling Average
     in any Monthly Report exceeds [______]%.

11.  Subject to the provions of clause 7, the Dilution Ratio in any Monthly
     Report exceeds [___]%.

                                     -49-
<PAGE>

12.  The credit rating of the Parent which is a dependent rating for the
     transaction is down-graded below the level necessary to maintain the rating
     of the CP Programme.

13.  The credit rating of the CP Programme is down-graded by any rating agency
     or a rating agency determines that a failure to declare a Termination Event
     would result in the credit rating of the CP Programme being downgraded.

14.  The Purchaser notifies the Seller that it has received notification from
     the provider(s) of credit facilities pursuant to the Liquidity Facility
     Agreement and/or the Standby Letter of Credit Agreement to the effect that
     the cost to them of providing or maintaining such facilities has increased
     by reason of (i) any change in law or its interpretation or administration
     and/or (ii) compliance with any request from or requirement of any central
     bank, fiscal or monetary or other authority, in either case occurring
     subsequent to the date of this Agreement and being outside the control of
     the Purchaser and the relevant credit facility provider(s), unless the
     Seller agrees to pay such increased cost.

15.  The Aggregate Receivables Investment hereunder and under the Foreign RPAs
     becomes, and remains for three business days, less than the aggregate of
     the Matured Value of the Loans outstanding from the Issuer to the Purchaser
     and all outstanding Advances (where applicable converted to US dollars at
     the rate specified in the relevant agreement).

16.  Any Foreign RPA is terminated by way of Termination Event (as defined in
     the Foreign RPA).

17.  The Seller ceases to be under control of the Parent.

                                     -50-
<PAGE>

                              THE FIFTH SCHEDULE

                         GENERAL TERMS AND CONDITIONS

                                     -51-
<PAGE>

                              THE SIXTH SCHEDULE

                            FORM OF MONTHLY REPORT

                                     -52-
<PAGE>

                             THE SEVENTH SCHEDULE

                                 DEBTOR LIMITS

                                     -53-