[LETTERHEAD OF TAPCO]



To:      LEVI STRAUSS  (U.K.) LIMITED
         100 New Bridge Street
         London EC4V 6JA

         LEVI STRAUSS & CO.
         1155 Battery Street
         San Francisco
         CA 94120
         USA

                                                                28 December 2000



Dear Sirs,

EUROPEAN SECURITISATION

We refer to:

o    a Receivables  Purchase  Agreement  dated 29 February 2000 and made between
     yourselves  as  Seller,  Levi  Strauss  & Co. as Parent  and  ourselves  as
     Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and

o    a Servicing Agreement dated 29 February 2000 and made between yourselves as
     Servicer,  Levi Strauss & Co. as Parent and  ourselves  as  Purchaser  (the
     "SERVICING AGREEMENT").

We are hereby adding the following Clause to the Receivables Purchase Agreement:

5.       CLEAN-UP CALL

5.1      On any  Collection  Payment Date after the  occurrence of a Termination
         Date (the  "RETRANSFER  DATE"),  the Seller shall be  entitled,  at its
         option,  on giving not less than 5 days' prior notice to the Purchaser,
         to  repurchase  all  outstanding  Purchased  Receivables  if,  on  such
         Retransfer  Date,  the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables is less than 15% of the  Outstanding  Nominal Amount of all
         Purchased  Receivables  at the date on which  the  Termination  Date is
         declared.

5.2      For the  purpose  of Clause  5.1  above,  upon  exercise  of the option
         granted  to it in Clause  5.1  above,  the  Seller  shall  provide  the
         Purchaser with satisfactory  evidence of the Outstanding Nominal Amount
         of all Purchased  Receivables on the date on which the Termination Date
         is declared.



<PAGE>

5.3      The repurchase price ("REPURCHASE  PRICE") payable by the Seller if it
         wishes to execute  the option  granted  to it  pursuant  to Clause 5.1
         above,  shall  be the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables.  Such  Repurchase  Price  will be  payable in full on the
         Retransfer  Date  and  shall  be  deemed  to be  Collections  of  such
         Purchased  Receivables.  The re-transfer of such Purchased Receivables
         shall  take  effect  upon  receipt  of  the  Repurchase  Price  by the
         Purchaser.

5.4      Any  repurchase  pursuant  to this  Clause 5 shall be without  recourse
         against or warranty or  representation on the part of the Purchaser and
         at the sole cost and expense of the Seller.

This Clause should be added as Clause 5 to the Receivables  Purchase  Agreement,
with Clause 5 becoming  clause 6 etc. The other  provisions  of the  Receivables
Purchase Agreement and the Servicing Agreement remain unchanged.

This letter will be effective as from 22 November 2000.

Please countersign this letter if you agree with its content.

Yours faithfully,

TULIP ASSET PURCHASE COMPANY



--------------------                        --------------------
Name:                                       Name:
Title:                                      Title:

                                WE AGREE WITH THE CONTENT OF THIS LETTER

                                LEVI STRAUSS (U.K.) LIMITED



                                _____________________              DATE:
                                NAME
                                TITLE:

                                LEVI STRAUSS & CO.



                                _____________________              DATE:
                                NAME
                                TITLE:



                                      -2-



<PAGE>


                              [LETTERHEAD OF TAPCO]



To:      LEVI STRAUSS  GERMANY GMBH
         Levi Strauss Allee
         63150 Heusenstamm
         Germany

                                                                28 December 2000



Dear Sirs,

EUROPEAN SECURITISATION

We refer to:

o     a Receivables  Purchase  Agreement dated 29 February 2000 and made between
      yourselves as Seller and ourselves as Purchaser (the "RECEIVABLES PURCHASE
      AGREEMENT"); and

o     a Servicing  Agreement dated 29 February 2000 and made between yourselves
      as Servicer,  Levi Strauss & Co. as Parent and ourselves as Purchaser (the
      "SERVICING AGREEMENT").

We are hereby adding the following Clause to the Receivables Purchase Agreement:

5.       CLEAN-UP CALL

5.1      On any  Collection  Payment Date after the  occurrence of a Termination
         Date (the  "RETRANSFER  DATE"),  the Seller shall be  entitled,  at its
         option,  on giving not less than 5 days' prior notice to the Purchaser,
         to  repurchase  all  outstanding  Purchased  Receivables  if,  on  such
         Retransfer  Date,  the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables is less than 15% of the  Outstanding  Nominal Amount of all
         Purchased  Receivables  at the date on which  the  Termination  Date is
         declared.

5.2      For the  purpose  of Clause  5.1  above,  upon  exercise  of the option
         granted  to it in Clause  5.1  above,  the  Seller  shall  provide  the
         Purchaser with satisfactory  evidence of the Outstanding Nominal Amount
         of all Purchased  Receivables on the date on which the Termination Date
         is declared.

5.3      The repurchase price  ("REPURCHASE  PRICE") payable by the Seller if it
         wishes to execute  the  option  granted  to it  pursuant  to Clause 5.1
         above,  shall  be the  Outstanding  Nominal  Amount  of  all  Purchased
         Receivables.  Such  Repurchase  Price  will be  payable  in full on the
         Retransfer Date and shall be deemed to be Collections of such Purchased
         Receivables.  The re-transfer of such Purchased  Receivables shall take
         effect upon receipt of the Repurchase Price by the Purchaser.

                                      -3-

<PAGE>

5.4      Any  repurchase  pursuant  to this  Clause 5 shall be without  recourse
         against or warranty or  representation on the part of the Purchaser and
         at the sole cost and expense of the Seller.

This Clause should be added as Clause 5 to the Receivables  Purchase  Agreement,
with Clause 5 becoming  clause 6 etc. The other  provisions  of the  Receivables
Purchase Agreement and the Servicing Agreement remain unchanged.

This letter will be effective as from 22 November 2000.

Please countersign this letter if you agree with its content.

Yours faithfully,

TULIP ASSET PURCHASE COMPANY



--------------------                                        --------------------
Name:                                                       Name:
Title:                                                      Title:

                                        WE AGREE WITH THE CONTENT OF THIS LETTER

                                        LEVI STRAUSS GERMANY GMBH



                                        _____________________              DATE:
                                        NAME
                                        TITLE:






                                      -4-

<PAGE>


                              [LETTERHEAD OF TAPCO]



To:      LEVI STRAUSS  DE ESPANA
         Avda Diagonal 605, 3(degree) PLANTA
         Barcelona
         Spain

         LEVI STRAUSS & CO.
         1155 Battery Street
         San Francisco
         CA 94120
         USA

                                                                28 December 2000



Dear Sirs,

EUROPEAN SECURITISATION

We refer to:

o     a Receivables Purchase  Agreement  dated 29 February 2000 and made between
      yourselves  as Seller,  Levi Strauss & Co. as Parent and ourselves as
      Purchaser (the "RECEIVABLES PURCHASE AGREEMENT");  and

o     a Servicing  Agreement dated 29 February 2000 and made between yourselves
      as Servicer,  Levi Strauss & Co. as Parent and ourselves as Purchaser (the
      "SERVICING AGREEMENT").

We are hereby adding the following Clause to the Receivables Purchase Agreement:

5.       CLEAN-UP CALL

5.1      On any  Collection  Payment Date after the  occurrence of a Termination
         Date (the  "RETRANSFER  DATE"),  the Seller shall be  entitled,  at its
         option,  on giving not less than 5 days' prior notice to the Purchaser,
         to  repurchase  all  outstanding  Purchased  Receivables  if,  on  such
         Retransfer  Date,  the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables is less than 15% of the  Outstanding  Nominal Amount of all
         Purchased  Receivables  at the date on which  the  Termination  Date is
         declared.

5.2      For the  purpose  of Clause  5.1  above,  upon  exercise  of the option
         granted  to it in Clause  5.1  above,  the  Seller  shall  provide  the
         Purchaser with satisfactory  evidence of the Outstanding Nominal Amount
         of all Purchased  Receivables on the date on which the Termination Date
         is declared.



                                      -5-

<PAGE>

5.3      The repurchase price  ("REPURCHASE  PRICE") payable by the Seller
         if it wishes to execute  the option  granted to it pursuant to Clause
         5.1 above, shall be the  Outstanding  Nominal  Amount of all  Purchased
         Receivables.  Such Repurchase  Price will be payable  in full on the
         Retransfer Date and shall be deemed to be Collections of such Purchased
         Receivables.  The re-transfer of such Purchased  Receivables shall take
         effect upon receipt of the Repurchase Price by the Purchaser.

5.4      Any  repurchase  pursuant  to this  Clause 5 shall be without  recourse
         against or warranty or  representation on the part of the Purchaser and
         at the sole cost and expense of the Seller.

This Clause should be added as Clause 5 to the Receivables  Purchase  Agreement,
with Clause 5 becoming  clause 6 etc. The other  provisions  of the  Receivables
Purchase Agreement and the Servicing Agreement remain unchanged.

This letter will be effective as from 22 November 2000.

Please countersign this letter if you agree with its content.

Yours faithfully,

TULIP ASSET PURCHASE COMPANY



--------------------                                        --------------------
Name:                                                       Name:
Title:                                                      Title:

                                        WE AGREE WITH THE CONTENT OF THIS LETTER

                                        LEVI STRAUSS  DE ESPANA



                                        _____________________              DATE:
                                        NAME
                                        TITLE:

                                        LEVI STRAUSS & CO.



                                        _____________________              DATE:
                                        NAME
                                        TITLE:






                                      -6-

<PAGE>


               [LETTERHEAD OF ABN AMRO BANK N.V. (BELGIAN BRANCH)]



To:      LEVI STRAUSS  ITALIA SRL
         Corso Como 15
         20154 Milan
         Italy

         LEVI STRAUSS & CO.
         1155 Battery Street
         San Francisco
         CA 94120
         USA

         TULIP ASSET PURCHASE COMPANY BV
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands

                                                                28 December 2000



Dear Sirs,

EUROPEAN SECURITISATION

We refer to:

o     a  Receivables  Purchase Agreement dated 29 February 2000 and made between
      yourselves  as Seller,  Levi Strauss & Co. as Parent and ourselves as
      Purchaser (the "RECEIVABLES PURCHASE AGREEMENT");  and

o     a Servicing  Agreement dated 29 February 2000 and made between yourselves
      as Servicer,  Levi Strauss & Co. as Parent and ourselves as Purchaser (the
      "SERVICING AGREEMENT").

We are hereby adding the following Clause to the Receivables Purchase Agreement:

5.       CLEAN-UP CALL

5.1      On any  Collection  Payment Date after the  occurrence of a Termination
         Date (the  "RETRANSFER  DATE"),  the Seller shall be  entitled,  at its
         option,  on giving not less than 5 days' prior notice to the Purchaser,
         to  repurchase  all  outstanding  Purchased  Receivables  if,  on  such
         Retransfer  Date,  the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables is less than 15% of the  Outstanding  Nominal Amount of all
         Purchased  Receivables  at the date on which  the  Termination  Date is
         declared.

                                         -7-
<PAGE>

5.2      For the  purpose  of Clause  5.1 above,  upon  exercise  of the option
         granted to it in Clause  5.1  above,  the  Seller  shall  provide  the
         Purchaser with satisfactory evidence of the Outstanding Nominal Amount
         of all Purchased Receivables on the date on which the Termination Date
         is declared.

5.3      The repurchase price  ("REPURCHASE  PRICE") payable by the Seller if it
         wishes to execute  the  option  granted  to it  pursuant  to Clause 5.1
         above,  shall  be the  Outstanding  Nominal  Amount  of  all  Purchased
         Receivables.  Such  Repurchase  Price  will be  payable  in full on the
         Retransfer Date and shall be deemed to be Collections of such Purchased
         Receivables.  The re-transfer of such Purchased  Receivables shall take
         effect upon receipt of the Repurchase Price by the Purchaser.

5.4      Any  repurchase  pursuant  to this  Clause 5 shall be without  recourse
         against or warranty or  representation on the part of the Purchaser and
         at the sole cost and expense of the Seller.

This Clause should be added as Clause 5 to the Receivables  Purchase  Agreement,
with Clause 5 becoming  clause 6 etc. The other  provisions  of the  Receivables
Purchase Agreement and the Servicing Agreement remain unchanged.

This letter will be effective as from 22 November 2000.

Please countersign this letter if you agree with its content.

Yours faithfully,

ABN AMRO BANK N.V. (BELGIAN BRANCH)



--------------------                                        --------------------
Name:                                                       Name:
Title:                                                      Title:

                                        WE AGREE WITH THE CONTENT OF THIS LETTER

                                        LEVI STRAUSS  ITALIA SRL



                                        _____________________              DATE:
                                        NAME
                                        TITLE:

                                        LEVI STRAUSS & CO.



                                        _____________________              DATE:
                                        NAME
                                        TITLE:

                                        TULIP ASSET PURCHASE COMPANY BV



                                        _____________________              DATE:
                                        NAME
                                        TITLE:


                                      -8-

<PAGE>


               [LETTERHEAD OF ABN AMRO BANK N.V. (BELGIAN BRANCH)]



To:      LEVI  STRAUSS CONTINENTAL S.A.
         Avenue Arnaud Fraiteur 15-23
         1050 Brussels
         Belgium

         LEVI STRAUSS & CO.
         1155 Battery Street
         San Francisco
         CA 94120
         USA

         TULIP ASSET PURCHASE COMPANY BV
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands

                                                                28 December 2000



Dear Sirs,

EUROPEAN SECURITISATION

We refer to:

o     a  Receivables Purchase Agreement  dated 29 February 2000 and made between
      yourselves  as Seller,  Levi Strauss & Co. as Parent and ourselves as
      Purchaser (the "RECEIVABLES PURCHASE AGREEMENT");  and

o     a Servicing  Agreement dated 29 February 2000 and made between yourselves
      as Servicer,  Levi Strauss & Co. as Parent and ourselves as Purchaser (the
      "SERVICING AGREEMENT").

We are hereby adding the following Clause to the Receivables Purchase Agreement:

5.       CLEAN-UP CALL

5.1      On any  Collection  Payment Date after the  occurrence of a Termination
         Date (the  "RETRANSFER  DATE"),  the Seller shall be  entitled,  at its
         option,  on giving not less than 5 days' prior notice to the Purchaser,
         to  repurchase  all  outstanding  Purchased  Receivables  if,  on  such
         Retransfer  Date,  the  Outstanding  Nominal  Amount  of all  Purchased
         Receivables is less than 15% of the  Outstanding  Nominal Amount of all
         Purchased  Receivables  at the date on which  the  Termination  Date is
         declared.

5.2      For the  purpose  of Clause  5.1  above,  upon  exercise  of the option
         granted  to it in Clause  5.1  above,  the  Seller  shall  provide  the
         Purchaser with satisfactory  evidence of the

                                      -9-

<PAGE>

         Outstanding Nominal Amount of all Purchased  Receivables on the date on
         which the Termination Date is declared.

5.3      The repurchase price  ("REPURCHASE  PRICE") payable by the Seller if it
         wishes to execute  the  option  granted  to it  pursuant  to Clause 5.1
         above,  shall  be the  Outstanding  Nominal  Amount  of  all  Purchased
         Receivables.  Such  Repurchase  Price  will be  payable  in full on the
         Retransfer Date and shall be deemed to be Collections of such Purchased
         Receivables.  The re-transfer of such Purchased  Receivables shall take
         effect upon receipt of the Repurchase Price by the Purchaser.

5.4      Any  repurchase  pursuant  to this  Clause 5 shall be without  recourse
         against or warranty or  representation on the part of the Purchaser and
         at the sole cost and expense of the Seller.

This Clause should be added as Clause 5 to the Receivables  Purchase  Agreement,
with Clause 5 becoming  clause 6 etc. The other  provisions  of the  Receivables
Purchase Agreement and the Servicing Agreement remain unchanged.

This letter will be effective as from 22 November 2000.

Please countersign this letter if you agree with its content.

Yours faithfully,

ABN AMRO BANK N.V. (BELGIAN BRANCH)



--------------------                                        --------------------
Name:                                                       Name:
Title:                                                      Title:

                                        WE AGREE WITH THE CONTENT OF THIS LETTER

                                        LEVI STRAUSS CONTINENTAL S.A.



                                        _____________________              DATE:
                                        NAME
                                        TITLE:

                                        LEVI STRAUSS & CO.



                                        _____________________              DATE:
                                        NAME
                                        TITLE:

                                        LEVI STRAUSS  ITALIA SRL


                                        _____________________              DATE:
                                        NAME
                                        TITLE:


                                      -10-