LEVI STRAUSS & CO.

                                SECOND AMENDMENT
            TO 1997 SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND
                                 LIMITED WAIVER


                  This  SECOND  AMENDMENT  TO 1997 SECOND  AMENDED AND  RESTATED
CREDIT AGREEMENT AND LIMITED WAIVER (this  "AMENDMENT") is dated as of September
29,  2000  and  entered  into  by and  among  Levi  Strauss  & Co.,  a  Delaware
corporation ("COMPANY"); the financial institutions party hereto ("BANKS"); Bank
of America,  N.A.  as Agent for Banks  ("AGENT");  and Bank of America,  N.A. as
Collateral Agent for Banks ("COLLATERAL  AGENT"),  and is made with reference to
that  certain  1997 Second  Amended and Restated  Credit  Agreement  dated as of
January 31,  2000,  as amended by First  Amendment  to 1997  Second  Amended and
Restated  Credit  Agreement  and Limited  Waiver  dated as of July 31, 2000 (the
"CREDIT  AGREEMENT"),  by  and  among  Company;  Banks;  the  several  financial
institutions  party thereto as Senior  Managing  Agents;  the several  financial
institutions   party  thereto  as  Managing   Agents;   the  several   financial
institutions   party  thereto  as  Co-Agents;   Agent;  and  Collateral   Agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, Company and Banks desire to amend the Credit
Agreement as set forth below; and

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

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

                  SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

                  1.1      AMENDMENTS TO ARTICLE VI:  AFFIRMATIVE COVENANTS
                           ------------------------------------------------

                  A.       Sections 6.11(a)(ii) and 6.11(a)(iii) of the Credit
Agreement are hereby amended to read in their entirety as follows:

                            "[intentionally omitted]"

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

                  "Derivative/FX  Contracts.  Company  shall use its  reasonable
                   ------------------------
efforts to deliver to Agent executed copies of amendments to the existing master
agreements pursuant to which

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<PAGE>

Lender  Derivative/FX  Contracts are issued  providing  that the  obligations of
Company  and FinServ  under such  agreements  will be secured by the  Collateral
Documents (as defined in the Bridge Credit Agreement)."

                  1.2      AMENDMENTS TO ARTICLE VII:  NEGATIVE COVENANTS
                           ----------------------------------------------

                  A.       Section 7.1(f) of the Credit Agreement is hereby
amended  by  deleting  the  reference  to  "$5,000,000"  contained  therein  and
substituting "$25,000,000" therefor.

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

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

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

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

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

                  SECTION 2.        WAIVER

                  2.1      WAIVER OF SECTION 6.11(c)
                           -------------------------

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

                  2.2      LIMITATION OF WAIVER
                           --------------------

                  Without  limiting the  generality of the provisions of Section
10.1 of the  Credit  Agreement,  the waiver  set forth  herein  shall be limited
precisely  as written and relates  solely to a waiver of  compliance  by Company
with the provisions of Section 6.11(c) of the Credit Agreement in the manner and
to the extent  described above, and nothing in this Amendment shall be deemed to
(a)  constitute  a waiver of  compliance  by Company with respect to (i) Section
6.11(c) of the Credit  Agreement  in any other  instance or (ii) any other term,
provision  or

                                       2

<PAGE>

condition of the Credit Agreement or any other instrument or agreement  referred
to therein or (b) prejudice any right or remedy that Agent,  Collateral Agent or
any Bank may now have or may have in the future under or in connection  with the
Credit Agreement or any other instrument or agreement referred to therein.

                  SECTION 3.        COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Banks to enter into this  Amendment  and to
amend the Credit Agreement in the manner provided herein, Company represents and
warrants  to each Bank that the  following  statements  are  true,  correct  and
complete:

                  A.       CORPORATE POWER AND AUTHORITY.  Company has all
requisite  corporate  power and  authority to enter into this  Amendment  and to
carry out the transactions  contemplated by, and perform its obligations  under,
the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

                  B.       AUTHORIZATION OF AGREEMENTS.  The execution and deli-
very of this Amendment and the  performance  of the Amended  Agreement have been
duly authorized by all necessary corporate action on the part of Company.

                  C.       NO CONFLICT. The execution and delivery by Company of
this Amendment and the  performance  by Company of the Amended  Agreement do not
and  will  not (i)  violate  any of its  Organization  Documents  or any  order,
judgment  or decree  of any court or other  Governmental  Authority  binding  on
Company,  (ii) conflict with, result in a breach of, constitute a default under,
or require the  termination of, any  Contractual  Obligation of Company,  except
where such conflicts,  breaches,  defaults and  terminations,  in the aggregate,
would  not have a  Material  Adverse  Effect,  (iii)  result in or  require  the
creation  or  imposition  of any Lien of any nature  whatsoever  upon any of the
properties  or  assets  of  Company  (other  than  pursuant  to  the  Collateral
Documents)  or (iv)  require any  approval of  stockholders  or any  approval or
consent of any Person under any  Contractual  Obligation of Company except where
the failure to obtain such  approvals and consents  would not, in the aggregate,
have a Material Adverse Effect.

                  D.       GOVERNMENTAL CONSENTS.  The execution and delivery by
Company  of this  Amendment  and  the  performance  by  Company  of the  Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any Governmental Authority.

                  E.       BINDING OBLIGATION.  This Amendment and the Amended
Agreement  have been duly  executed and delivered by Company and are the legally
valid and  binding  obligations  of  Company,  enforceable  against  Company  in
accordance with their respective terms,  except as enforcement may be limited by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
or limiting  creditors' rights generally or by equitable  principles relating to
enforceability,  whether  enforcement  is  sought in a  proceeding  at law or in
equity.

                                       3

<PAGE>

                  SECTION 4.        MISCELLANEOUS

                  A.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

                  (i) On and after the date hereof, each reference in the Credit
         Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
         of like import referring to the Credit Agreement, and each reference in
         the other  Loan  Documents  to the  "Credit  Agreement",  "thereunder",
         "thereof"  or words of like import  referring  to the Credit  Agreement
         shall mean and be a reference to the Amended Agreement.

                  (ii) Except as  specifically  amended by this  Amendment,  the
         Credit  Agreement  and the other Loan  Documents  shall  remain in full
         force and effect and are hereby ratified and confirmed.

                  (iii)  The  execution,   delivery  and   performance  of  this
         Amendment shall not, except as expressly provided herein,  constitute a
         waiver of any provision of, or operate as a waiver of any right,  power
         or remedy of Agent,  Collateral  Agent or any Bank  under,  the  Credit
         Agreement or any of the other Loan Documents.

                  B.       GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY,
AND  CONSTRUED IN  ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING  SECTION  5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

                  C.       COUNTERPARTS;  EFFECTIVENESS. This Amendment may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed an original,  but all such counterparts together shall constitute but one
and the same instrument;  signature pages may be detached from multiple separate
counterparts  and attached to a single  counterpart so that all signature  pages
are  physically  attached to the same  document.  This  Amendment  shall  become
effective  upon the  execution of a  counterpart  hereof by Company and Majority
Banks and receipt by Company and Agent of written or telephonic  notification of
such execution and authorization of delivery thereof.


                  [Remainder of page intentionally left blank]



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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.



                                    LEVI STRAUSS & CO.


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



                                    ABN AMRO BANK N.V.


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


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



                                    AIMCO CDO SERIES 2000-A


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



                                    ARCHIMEDES FUNDING III LTD.


                                    By:___________________________
                                    Name:
                                    Title:



                                    ARCHIMEDES FUNDING LLC


                                    By:___________________________
                                    Name:
                                    Title:

<PAGE>

                                    BANCA COMMERCIALE ITALIANA LOS ANGELES
                                    FOREIGN BRANCH


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


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



                                    BANCA MONTE DEI PASCHI DI SIENA SPA


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


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



                                    BANK OF AMERICA, N.A.


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



                                    THE BANK OF NOVA SCOTIA


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



                                    BANK ONE, N.A.


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



                                    BANKERS TRUST COMPANY


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


<PAGE>

                                    BNP PARIBAS


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


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



                                    CAPTIVA III FINANCE LTD.


                                    By:____________________________
                                    Name:
                                    Title:



                                    CAPTIVA IV FINANCE LTD.


                                    By:_____________________________
                                    Name:
                                    Title:



                                    CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE
                                    LOMBARDE SPA


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


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



                                    CIBC INC.


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



                                    CITICORP U.S.A. INCORPORATED


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

<PAGE>


                                    COMMERZBANK AG
                                    NEW YORK AND GRAND CAYMAN BRANCHES


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


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



                                    CYPRESS MANAGEMENT PARTNERSHIP


                                    By:_____________________________
                                    Name:
                                    Title:



                                    DEUTSCHE BANK AKTIENGESELLSCHAFT,
                                    NEW YORK BRANCH AND/OR CAYMAN ISLANDS
                                    BRANCH


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


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



                                    FERNWOOD ASSOCIATES L.P.


                                    By:____________________________
                                    Name:
                                    Title:



                                    FIRST HAWAIIAN BANK


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



                                    FLEET NATIONAL BANK (f/k/a BANKBOSTON, N.A.)


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

<PAGE>


                                    FRANKLIN FLOATING RATE TRUST


                                    By:____________________________
                                    Name:
                                    Title:



                                    GALAXY CLO 1999-1, LTD.


                                    By:____________________________
                                    Name:
                                    Title:



                                    GOLDMAN SACHS & COMPANY


                                    By:___________________________
                                    Name:
                                    Title:



                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


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



                                    INDOSUEZ CAPITAL FUNDING III LIMITED,
                                    BY INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR


                                    By:_____________________________
                                    Name:
                                    Title:



                                    INDOSUEZ CAPITAL FUNDING IV L.P.,
                                    BY INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR


                                    By:_____________________________
                                    Name:
                                    Title:



                                    INDOSUEZ CAPITAL FUNDING VI LIMITED


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


<PAGE>


                                    KZH SOLEIL LLC


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



                                    MELLON BANK, N.A.


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



                                    NEMEAN CLO, LTD.


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



                                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK


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



                                    COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN-
                                    BANK B.A., "RABOBANK NEDERLAND", NEW YORK
                                    BRANCH


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


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



                                    SALOMON BROTHERS HOLDING COMPANY INC.


                                    By:______________________________
                                    Name:
                                    Title:


<PAGE>


                                    THE SANWA BANK, LIMITED


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



                                    SOCIETE GENERALE NEW YORK BRANCH


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



                                    THE SUMITOMO BANK, LIMITED


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



                                    THE TOKAI BANK LIMITED


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



                                    UBS AG, STAMFORD BRANCH


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



                                    UNICREDITO ITALIANO S.P.A.


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


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


<PAGE>


                                    WACHOVIA BANK N.A.


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



                                    BANK OF AMERICA, N.A., as Agent


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



                                    BANK OF AMERICA, N.A., as Collateral Agent


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



ACKNOWLEDGED:


BATTERY STREET ENTERPRISES, INC.

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------

LEVI STRAUSS FINANCIAL CENTER
CORPORATION

By:
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Title:
      ------------------------------------------------

LEVI STRAUSS FUNDING, LLC

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------

LEVI STRAUSS GLOBAL FULFILLMENT
SERVICES, INC.

By:
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Title:
      ------------------------------------------------

LEVI STRAUSS GLOBAL OPERATIONS, INC.

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------


<PAGE>


LEVI STRAUSS INTERNATIONAL

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------

LEVI STRAUSS LATIN AMERICA, INC.

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------

LEVI'S ONLY STORES, INC.

By:
   ---------------------------------------------------
Title:
      ------------------------------------------------

NF INDUSTRIES, INC.

By:
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Title:
      ------------------------------------------------