EXHIBITS AND SCHEDULES
ANNEX A - DEFINED TERMS
EXHIBIT A - FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B - FINANCIAL STATEMENTS
EXHIBIT C - FORM OF NOTICE OF BORROWING
EXHIBIT D - FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT E - FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT F - FORM OF SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
EXHIBIT G - FORM OF TRADEMARK SECURITY AGREEMENT
EXHIBIT H - FORM OF FIRST AMENDED AND RESTATED SUBSIDIARY GUARANTY
EXHIBIT I-A - FORM OF MONTHLY COMPLIANCE CERTIFICATE
EXHIBIT I-B - FORM OF QUARTERLY COMPLIANCE CERTIFICATE
SCHEDULE 1.2 - LENDERS' COMMITMENTS
SCHEDULE 6.4 - CORPORATE OR FICTITIOUS NAMES
SCHEDULE 6.5 - SUBSIDIARIES
SCHEDULE 6.9 - DEBT
SCHEDULE 6.11 - REAL ESTATE; LEASES
SCHEDULE 6.12 - THIRD PARTY PROPRIETARY RIGHTS
SCHEDULE 6.13 - TRADE NAMES
SCHEDULE 6.14 - LITIGATION
SCHEDULE 6.15 - LABOR DISPUTES
SCHEDULE 6.19 - ERISA COMPLIANCE
SCHEDULE 6.25 - BANK ACCOUNTS
SCHEDULE 7.13 - EXISTING LIENS
SCHEDULE 7.14 - EXISTING INVESTMENTS
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement, dated as of October 11,
2007, (this "Agreement") among the financial institutions from time to time
party hereto (such financial institutions, together with their respective
successors and assigns, are referred to hereinafter each individually as a
"Lender" and collectively as the "Lenders"), Bank of America, N.A., with an
office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as agent
for the Lenders (in its capacity as agent, the "Agent"), Levi Strauss & Co., a
Delaware corporation, with offices at 1155 Battery Street, San Francisco,
California 94111 ("LS&Co") and Levi Strauss Financial Center Corporation, a
California corporation, with offices at 3125 Chad Drive, Eugene, Oregon 97408
("LSFCC" and, together with LS&Co, the "Borrowers" and each a "Borrower").
W I T N E S S E T H:
WHEREAS, the Lenders and the Agent are parties to a certain First Amended
and Restated Credit Agreement dated as of May 18, 2006 (the "First Amended and
Restated Credit Agreement");
WHEREAS, certain Lenders have, immediately prior to the Amendment Date,
assigned their commitments under the First Amended and Restated Credit Agreement
to the Agent and certain financial institutions have agreed to become Lenders
hereunder;
WHEREAS, the Lenders, at the request of the Borrowers, have agreed to amend
and restate the First Amended and Restated Credit Agreement in its entirety;
WHEREAS, the Borrowers have requested the Lenders to increase the
availability under the existing revolving line of credit for loans and letters
of credit to an amount not to exceed $750,000,000 and to add a trademark
subfacility within such revolving line of credit in an amount not to exceed
$250,000,000;
WHEREAS, the Borrowers will continue to secure all of the Obligations
hereunder and under the other Loan Documents by granting to the Agent, on behalf
of the Lenders, a first priority lien on certain of their respective personal
and mixed property, including a pledge of certain of the capital stock of
certain of their respective Subsidiaries;
WHEREAS,