3
Net Availability Cash Collateral Account
ACCOUNTS
RECEIVABLE
US
Canada
4
BEGINNING BALANCE LINE 9 LAST REPORT
5
PLUS SALES AS OF
[Insert Date]
6
LESS
Adjustments - see Recon to SAP
[Insert Date]
7
LESS GROSS
COLLECTIONS AS OF
[Insert Date]
8
ADJUSTMENTS (>past 60 days
for Canada)
9
ENDING BALANCE
10
INELIGIBLE (Schedule A)
11
A/R AVAILABILITY
Exchange Rate For CAD/USD
CREDIT CARD RECEIVABLES
12
GROSS A/R - 3rd PARTY CREDIT CARD
13
LESS Merchant/ Processor Fees/ Chargebacks
14
ELIGIBLE A/R - 3rd PARTY CREDIT CARD
INVENTORY
US
Canada
15
INV. AVAILABILITY FROM FINISHED GOODS (Schedule B &
Schedule B - retail)
16
85% OF NET LIQUIDATION VALUE OF ELIGIBLE FINISHED GOODS INVENTORY
17
FINISHED GOODS AVAILABILITY (Lesser of 15 or 16)
18
RAW MATERIAL AVAILABILITY (Schedule B)
19
TOTAL INV. AVAILABILITY (Sum of 17 and 18)
20
LESS: RENT
RESERVE (LS & Co)
21
LESS: RENT RESERVE (LOS)
22
LESS: CANADIAN PRIORITY PAYABLE RESERVE
23
LESS: GIFT CARD
LIABILITY
24
LESS: MERCHANDISE CREDIT LIABILITY
25
LESS: Other Reserves ( Freight & Duty )
26
Total Reserves
27
Net Availability before Trademark
TRADEMARK
28
TRADEMARK AVAILABILITY
29
Borrowing Base
Max. $850MM - Multicurrency Max $50MM
LOAN
ACTIVITY
US
Canada
30
BALANCE AS SHOWN ON LAST REPORT
31
LESS: REMITTANCES
32
LESS: COLLECTION
33
PLUS: WIRE CHARGE
34
PLUS: FEES
35
PLUS: INTEREST
36
ADJUSTMENTS
37
OUTSTANDING REVOLVING LOAN BALANCE
REVOLVING LOAN and LETTER OF CREDIT AVAILABILITY
38
Borrowing
Base (LINE 29)
39
LESS: OUTSTANDING Revolving LOAN BALANCE (LINE 37)
40
LESS: CASH COLLATERALIZED STANDBY LETTERS OF CREDIT
41
LESS: Non Collateralized MERCHANDISE L/C
42
LESS: Non Cash Collateralized STANDBY L/C
43
LESS: CREDIT INSTRUMENT
44
AVAILABILITY
THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE IS
TRUE AND COMPLETE AND IS BASED ON INFORMATION CONTAINED IN THE U.S. BORROWER'S
OWN FINANCIAL ACCOUNTING RECORDS. THE U.S. BORROWER, BY EXECUTION OF THIS
REPORT, HEREBY CERTIFIES AS OF THE DATE SET FORTH BELOW, THAT THE U.S. BORROWER
AND THE OTHER LOAN PARTIES ARE IN COMPLIANCE WITH THE CREDIT AGREEMENT
REFERENCED BELOW. THE UNDERSIGNED GRANTS A SECURITY INTEREST IN THE COLLATERAL
REFLECTED ABOVE TO JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE SECURED PARTIES, AND REPRESENTS AND WARRANTS THAT SAID COLLATERAL
COMPLIES WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE
CREDIT AGREEMENT AND RELATED SECURITY AGREEMENTS AMONG JPMORGAN CHASE BANK,
N.A., JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, THE LENDERS PARTY THERETO FROM
TIME TO TIME, LEVI STRAUSS & CO (CANADA), INC. AND THE UNDERSIGNED.
LEVI STRAUSS & CO.
JPMORGAN CHASE BANK, N.A.
Authorized Signature:
Received by:
Title:
Johand Nystedt, VP Global Treasury
Exhibit C-1
EXHIBIT D
COMPLIANCE CERTIFICATE
To: The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of September 30, 2011 (as amended, modified, renewed or
extended from time to time, the "Agreement"), among Levi Strauss & Co. and Levi
Strauss & Co. (Canada) Inc. (the "Borrowers"), the other Loan Parties party
thereto, the Lenders party thereto, JPMorgan Chase Bank,