LEVI STRAUSS & CO
EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>a10qex101.txt
<DESCRIPTION>EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
                                                                  EXHIBIT 10.1

                                                                  EXECUTION COPY


                               LEVI STRAUSS & CO.

                       FIRST AMENDMENT TO CREDIT AGREEMENT



                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of July 11,  2001 and entered  into by and among LEVI  STRAUSS & CO., a
Delaware  corporation (the "Borrower"),  the banks,  financial  institutions and
other  institutional  lenders listed on the signature pages hereof  ("Lenders"),
BANK OF  AMERICA,  N.A.  ("Bank of  America"),  as the  provider  of Swing  Line
Advances (as  hereinafter  defined)  hereunder (the "Swing Line Bank"),  BANC OF
AMERICA  SECURITIES LLC and SALOMON SMITH BARNEY INC., as co-lead  arrangers and
joint book  managers  (the  "Co-Lead  Arrangers"),  CITICORP  USA,  INC., as the
syndication  agent (the  "Syndication  Agent"),  THE BANK OF NOVA SCOTIA, as the
documentation agent (the "Documentation  Agent"), and BANK OF AMERICA,  N.A., as
the administrative  and collateral agent (the  "Administrative  Agent"),  and is
made with  reference to that certain  Credit  Agreement  dated as of February 1,
2001 (as so  amended,  the  "Credit  Agreement"),  by and  among  the  Borrower,
Lenders,   Swing  Line  Bank,   Syndication  Agent,   Documentation   Agent  and
Administrative  Agent.  Capitalized  terms used herein without  definition shall
have the same meanings herein as set forth in the Credit Agreement.



                                    RECITALS

                  WHEREAS, LSFLLC, which is an indirect, wholly-owned Subsidiary
of the Borrower,  has formed Levi Strauss Receivables  Funding,  LLC ("Issuer"),
initially a wholly-owned  Subsidiary of LSFLLC, for the purpose of entering into
a  securitization  transaction  with Banc One Capital  Markets in order to issue
term notes  pursuant to Rule 144A under the  Securities  Act of 1933, as amended
("Proposed Transaction");

                  WHEREAS, prior  to  the  First  Amendment  Effective  Date (as
defined in Section 2 below),  LSFLLC will have  transferred  its 100% membership
interest in Issuer as follows:  (i) 1% to Levi Strauss  Securitization  Corp., a
Delaware  corporation  wholly-owned  by LSFLLC;  and (ii) 99% to NF  Industries,
Inc., a wholly-owned Subsidiary of the Borrower;

                  WHEREAS, in  connection with the  Proposed Transaction, on the
effective date thereof,  LSFLLC will sell to Issuer all of LSFLLC's right, title
and interest in and to all Domestic Receivables then owned by LSFLLC;

                  WHEREAS, after the  date of  the initial sale of such Domestic
Receivables from LSFLLC to Issuer,  (i) LSFLLC shall cease to purchase  Domestic
Receivables from LSFCC, (ii)

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LSFCC shall  thereafter sell to Issuer directly all of the Domestic  Receivables
and (iii) LSFLLC  shall make a  liquidating  distribution  and shall be formally
liquidated and dissolved;

                  WHEREAS, the  Borrower  and Lenders desire to amend the Credit
Agreement in order to facilitate the Proposed  Transaction and the other matters
described herein;

                  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  Amendment to Article 1:  Definitions and Accounting Terms
                     ---------------------------------------------------------

                A.  Section  1.01  of  the Credit Agreement is hereby amended by
adding  thereto  the  following  definition,  which  shall be inserted in proper
alphabetical order:

                "'Issuer' means Levi Strauss Receivables Funding, LLC."

                "'Newco' means Levi Strauss Securitization Corp."

                B.  Section 1.01  of  the  Credit Agreement  is  hereby  further
amended by amending the definition of "Receivables  Transfer Agreements" to read
in its entirety as follows:

                "'Receivables   Transfer   Agreements'   means   that    certain
Receivables  Purchase and Sale Agreement  dated as of January 28, 2000 among the
Borrower,  LSFCC,  Levi Strauss Funding Corp., and LSFLLC and that certain Third
Amended and Fully Restated Receivables Purchase and Sale Agreement between LSFCC
and the Borrower  effective  January 28,  2000,  each as amended by that certain
Master  Amendment and Consent to Receivables  Sale  Agreements to be dated on or
about July 27, 2001."

                1.2  Amendments to Article V: Covenants of the Borrower

                A.  Section 5.01(i) of the Credit Agreement is hereby amended by
adding the following at the end thereof:

                "provided,  further,  that  neither  Issuer nor  Newco  shall be
         considered to be a  Material Subsidiary  for purposes  of  this Section
         5.01(i) during any period that either  such Person  has any obligations
         under a Permitted Domestic Receivables Transaction."

                B.  Section 5.01(k) of the Credit Agreement is hereby amended to
read in its entirety as follows:

                "Additional Material Subsidiaries. In the event that,  as of the
                 --------------------------------
                end  of  any  Fiscal Quarter, the aggregate gross revenue of the
                Subsidiaries   of   the   Borrower   not  constituting  Material
                Subsidiaries for the four-Fiscal Quarter period then  ended were
                more than 5% of the aggregate gross revenues of the Borrower and
                its Subsidiaries on a Consolidated basis  for  such  period, the
                Borrower shall designate

                                        2
<PAGE>

                one  or  more  of  its Subsidiaries (other than Issuer and Newco
                during any period  that  either  such Person has any obligations
                under a Permitted Domestic Receivables  Transaction) as Material
                Subsidiaries for purposes of this Agreement  and  shall take all
                action required by Sections 5.01(i) and 5.01(j)  with respect to
                such Subsidiary."

                C.  Section  5.01(l)(iv)  of  the  Credit  Agreement  is  hereby
amended to read in its entirety as follows:

                "deliver to the Administrative Agent executed control agreements
         with respect to all material deposit,  savings,  investment  and  other
         accounts maintained by the Borrower or any  of  its  Material  Domestic
         Subsidiaries (other than Issuer and Newco during any period that either
         such Person has any obligations under a Permitted Domestic  Receivables
         Transaction or, to the extent that it maintains or controls accounts in
         its  role  as  servicer  under   a   Permitted   Domestic   Receivables
         Transaction, LSFCC); and"

                D.  Section 5.01(n) of the Credit Agreement is hereby amended to
read in its entirety as follows:

                "Except during any period  that  Domestic  Receivables are being
         sold to Issuer  under  a  Permitted  Domestic  Receivables Transaction,
         LSFCC shall sell to LSFLLC or to another  Subsidiary  of  the  Borrower
         acceptable to Administrative Agent all accounts receivable purchased by
         it from the Borrower immediately upon consummation of such purchase."

                E.  The  first  sentence  of   Section 5.01(p)  of  the   Credit
Agreement is hereby amended to read in its entirety as follows:

                "Maintain, and cause each of its Material Domestic  Subsidiaries
         (other than Issuer and Newco during any period that either  such Person
         has any obligations under a Permitted Domestic Receivables  Transaction
         or, to the extent that it maintains or controls accounts in its role as
         servicer under a Permitted Domestic Receivables Transaction,  LSFCC) to
         maintain, the Cash  Collateral  Account  and  the  L/C Cash  Collateral
         Account with Bank of America or another commercial bank  located in the
         United States which has accepted the assignment of such accounts to the
         Administrative Agent for the benefit of the Secured Parties pursuant to
         the Pledge and Security Agreement."

                F.  Section 5.02(b)(i)(A) of  the  Credit  Agreement  is  hereby
amended to read in its entirety as follows:

                "Debt owed to a Material Domestic  Subsidiary (other than Issuer
         and Newco during any period that either such Person has any obligations
         under a Permitted Domestic Receivables  Transaction)  of  the Borrower,
         which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced
         by   promissory  notes  in  form  and  substance  satisfactory  to  the
         Administrative Agent, shall be subordinated in right of payment to  the
         payment in full of the Obligations and such  promissory notes  shall be
         pledged as security for the Obligations of the holder thereof under the
         Loan Documents to which such holder is a

                                        3
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         party and delivered to the Administrative  Agent  pursuant to the terms
         of the Pledge and Security Agreement;"

                G.  Section 5.02(b)(ii)(A) of  the  Credit  Agreement  is hereby
amended to read in its entirety as follows:

                "(A) Debt  owed  to  the Borrower  or  to  a  Material  Domestic
         Subsidiary of the Borrower (other than  Issuer  and  Newco  during  any
         period that either such Person has any  obligations  under  a Permitted
         Domestic Receivables Transaction) by a Material Domestic Subsidiary  or
         a  Pledged  Foreign  Subsidiary  (other  than Debt owed by a Restricted
         Subsidiary), which Debt (x)  shall  constitute  Pledged  Debt  and  (y)
         shall, except in the case of redeemable preferred stock,  be  evidenced
         by  promissory  notes  in  form  and  substance   satisfactory  to  the
         Administrative Agent, shall be subordinated in right of payment in full
         of the Obligations,  and  such  promissory  notes  shall  be pledged as
         security  for  the  Obligations  of  the  holder thereof under the Loan
         Documents  to  which  such  holder  is  a  party  and  delivered to the
         Administrative Agent pursuant to the terms of the  Pledge  and Security
         Agreement;"

                H.  Section  5.02(b)  of  the Credit Agreement is hereby further
amended by (i) deleting the  period  at  the  end of clause (iii)(Q) thereof and
substituting a semicolon therefor  and  (ii) adding the  following as new clause
(iv) thereof:

         "(iv)  in the case of the Borrower, LSFCC, LSFLLC and LSRFLLC,

                (A) Debt  of  the  Borrower,  Newco, NF Industries, Inc., LSFCC,
         LSFLLC or Issuer to the Borrower, LSFCC, LSFLLC or Issuer incurred from
         time  to  time  in  connection  with  a  Permitted Domestic Receivables
         Transaction permitted under Section 5.02(b)(iii)(J) in an amount not to
         exceed the purchase price of  any  Domestic  Receivables  purchased and
         sold in connection therewith, which Debt, in the case of  Debt  owed to
         the Borrower, LSFCC or LSFLLC, (x) shall constitute  Pledged  Debt  and
         (y) shall  be  evidenced  by  promissory  notes  in  form and substance
         satisfactory to the Administrative Agent, shall, except in  the case of
         Debt owed by Issuer, be subordinated in right of payment to the payment
         in full of the Obligations and such promissory notes shall  be  pledged
         as security for the Obligations of the holder thereof  under  the  Loan
         Documents  to  which  such  holder  is  a  party  and  delivered to the
         Administrative Agent  pursuant  to the terms of the Pledge and Security
         Agreement; and

                (B) customary  indemnification  obligations and other Contingent
         Obligations  of  the  Borrower, LSFCC,  LSFLLC  or  Issuer  incurred in
         connection with a Permitted Domestic  Receivables Transaction permitted
         under Section 5.02(b)(iii)(J)."

                I.  Section 5.02(c) of the Credit Agreement is hereby amended by
amending  the  third  sentence  contained  therein  to  read  in its entirety as
follows:

         "The Borrower shall not suffer or permit LSFLLC or any other Subsidiary
of the Borrower (other than Issuer) to which LSFCC sells  receivables  to engage
in any business other than the purchase, holding and securitization of  accounts
receivable and shall not suffer or permit LSFCC to engage in any business  other
than the purchase, sale to LSFLLC, another Subsidiary

                                        4
<PAGE>

of the Borrower acceptable to Administrative  Agent or,  during any period  that
Domestic  Receivables  are  being  sold  to  Issuer  under  a Permitted Domestic
Receivables  Transaction,  to  Issuer  and  servicing  of   accounts  receivable
generated by the Borrower, the processing of accounts  payable  of  the Borrower
and  its  Subsidiaries,  procurement support services for the Borrower  and  its
Subsidiaries and other accounting and general customer relationship functions."

                J.  Section 5.02(d)(i) of the Credit Agreement is hereby amended
to read in its entirety as follows:

                "any  Domestic  Subsidiary  (other  than Issuer and Newco during
         any  period  that  either  such  Person has any   obligations  under  a
         Permitted Domestic Receivables Transaction) of the Borrower  may  merge
         into or consolidate with any  other  Domestic  Subsidiary  (other  than
         Issuer and Newco during any  period  that  either  such  Person has any
         obligations under a Permitted Domestic Receivables  Transaction) of the
         Borrower or be liquidated, wound-up or dissolved or  all or any part of
         its  business,  property  or  assets  may  be  conveyed,  sold, leased,
         transferred or otherwise disposed of to any other  Domestic  Subsidiary
         (other than Issuer and Newco during any period that  either such Person
         has any obligations under a Permitted Domestic Receivables Transaction)
         of the Borrower, provided  that,  in  the  case  of  any such merger or
         consolidation, the Person formed by such merger or  consolidation shall
         be a Domestic Subsidiary of the Borrower, provided further that, in the
         case of any such merger or consolidation to  which a  Material Domestic
         Subsidiary   is   a   party,  the  Person  formed  by  such  merger  or
         consolidation shall be or become a Material Domestic Subsidiary;"

                K.  Section  5.02(d)(ii)  of  the  Credit  Agreement  is  hereby
 amended to read in its entirety as follows:

                "any Pledged Foreign  Subsidiary  may  merge into or consolidate
         with any other Pledged Foreign Subsidiary or be liquidated, wound-up or
         dissolved or all or any part of its business, property or assets may be
         conveyed, sold, leased,  transferred or  otherwise  disposed  of to the
         Borrower, any Material Domestic Subsidiary (other than Issuer and Newco
         during any period that  either  such Person has any obligations under a
         Permitted  Domestic  Receivables  Transaction)  or  any  other  Pledged
         Foreign Subsidiary; and"

                L.  Section  5.02(e)(iv)  of  the  Credit  Agreement  is  hereby
amended to read in its entirety as follows:

                "dispositions of accounts  receivable  (A)  from the Borrower to
         LSFCC, (B) from LSFCC to LSFLLC, another  Subsidiary  of  the  Borrower
         acceptable to Administrative Agent or,  during any period that Domestic
         Receivables  are  being  sold  to Issuer  under  a  Permitted  Domestic
         Receivables  Transaction,  to  Issuer,  and (C) during  any period that
         Issuer has any  obligations  under  a  Permitted  Domestic  Receivables
         Transaction, from LSFLLC to Issuer;"

                M.  Section 5.02(f)(v) of the Credit Agreement is hereby amended
by  (i)  deleting  the  word  "or"   immediately   preceding  the  reference  to
"5.02(b)(iii)(P)"  contained  therein and substituting a comma therefor and (ii)
adding the phrase "or 5.02(b)(iv)" at the end thereof.

                                        5
<PAGE>

                N.  Section  5.02(f)  of  the Credit Agreement is hereby further
amended by (i) deleting the word "and" at the end of clause (xiii) thereof, (ii)
deleting  the period at the end of clause  (xiv)  thereof and  substituting  the
phrase";  and  "therefor,  and (iii)  adding the  following  as new clause  (xv)
thereof:

                "(xv) contribution of a promissory note executed by Levi Strauss
        & Co. Europe  S.A.  in  favor of Levi Strauss Continental S.A. from Levi
        Strauss Continental S.A. to Levi  Strauss  International  Group  Finance
        Coordination Services C.V.A./S.C.A. in connection with the sale by  Levi
        Strauss Continental S.A. of Levi Strauss (U.K.) Limited to Levi  Strauss
        & Co. Europe S.A. as permitted under Section 5.02(e)(xii)."

                O.  Section 5.02(k) of the Credit Agreement is hereby amended by
(i)  deleting  the word "and"  before  clause (v)  thereof  and (ii)  adding the
following at the end of clause (v) thereof:

                ", and  (vi)  the  prepayment  of  Debt in the form of Permitted
         Domestic Receivables Transactions (A) when,  through  amortization only
         10% of the initial principal balance of such Debt  remains  outstanding
         or (B) in the event that the  average aggregate  outstanding  principal
         balance of such Debt  exceeds  the  average  net  eligible  receivables
         balance  of the  applicable  Domestic  Receivables  (as  determined  in
         accordance  with the formula set forth in the related documentation) by
         more than $25,000,000 for more than 90 consecutive days."

                P.  Section 5.02(l)(v) of the Credit Agreement is hereby amended
by deleting  the phrase  "negative  pledges on accounts  receivable  of Domestic
Subsidiaries  and associated  assets"  contained  therein and  substituting  the
phrase "negative pledges on Domestic Receivables" therefor.

                1.3  Clarification of Defined Terms
                     ------------------------------

                A.  The    term   "Permitted   Domestic   Receivables   Purchase
Transaction" is hereby  deleted each time it appears in the Credit Agreement and
the term "Permitted  Domestic  Receivables  Transaction"  is  hereby substituted
therefor.

                B.  The    term    "Permitted   Foreign   Receivables   Purchase
Transaction" is hereby deleted each time it appears in the  Credit Agreement and
the term "Permitted  Foreign  Receivables  Transaction"  is  hereby  substituted
therefore.

                1.4.  Modification of Schedules
                      -------------------------

                A.  Schedule   4.01(b):   Subsidiaries.   Schedule  4.01(b)  and
                                                          ----------------
Schedule 4.01(bb) to the Credit Agreement are hereby amended by adding thereto
-----------------
the information contained in Annex A to this Amendment.
                             -------

                1.5.  Consent to Permitted Domestic Receivables Transaction
                      -----------------------------------------------------

          The  Administrative  Agent  hereby  consents,   pursuant   to  Section
5.02(b)(iii)(J) of the Credit Agreement, to the  Proposed  Transaction.  Lenders
hereby authorize the Administrative

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<PAGE>

Agent to execute  that certain  Consent and Release  Agreement to be dated on or
about July 27,  2001,  on behalf of the Lenders and to take all actions and make
all  determinations  required  to be taken or made by the  Administrative  Agent
thereunder.

                Section 2.    CONDITIONS TO EFFECTIVENESS

                Section 1 of this Amendment shall become effective only upon the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):


                A.  On  or  before  the  First  Amendment  Effective  Date,  the
Borrower  shall deliver to Lenders (or to the  Administrative  Agent for Lenders
with sufficient  originally executed copies, where appropriate,  for each Lender
and its counsel) the following,  each,  unless otherwise noted,  dated the First
Amendment Effective Date:

                        1.  Certified  copies of  its Articles of Incorporation,
        together with a good standing certificate from the Secretary of State of
        the State of Delaware, each  dated  a  recent  date  prior  to the First
        Amendment  Effective  Date;  copies  of the Bylaws, certified as  of the
        First  Amendment  Effective  Date  by  its  corporate  secretary  or  an
        assistant secretary;

                        2.  Resolutions of  its Board of Directors approving and
        authorizing the execution, delivery,  and performance of this Amendment,
        certified as of the First Amendment  Effective  Date  by  its  corporate
        secretary or an assistant secretary as being in full  force  and  effect
        without modification or amendment; and

                        3.  Signature   and   incumbency  certificates  of   its
        officers executing this Amendment.

                B.  On  or  before  the  First  Amendment  Effective  Date,  the
Borrower  shall  deliver  to  Lenders  amendments  to the  Receivables  Transfer
Agreements in form and substance satisfactory to Administrative Agent.

                C.  On  or  before  the  First  Amendment  Effective  Date,  the
Administrative  Agent and the  parties to the  Proposed  Transaction  shall have
entered into a Consent and Release Agreement in form and substance  satisfactory
to Administrative Agent.

                D.  On  or  before  the  First  Amendment  Effective  Date,  the
Borrower  shall  deliver to the  Administrative  Agent,  a Pledge  Supplement in
respect of the capital stock of Newco held by LSFCC, the membership interests in
Issuer held by NF Industries, Inc. and the intercompany debt, if any, created in
connection  with the  Proposed  Transaction  and  required  to be pledged  under
Section 5.02(b)(iv).

                E.  On  or  before  the  First  Amendment  Effective  Date,  all
corporate  and other  proceedings  taken or to be taken in  connection  with the
transactions  contemplated  hereby  and all  documents  incidental  thereto  not
previously  found  acceptable  by Agent,  acting on behalf of  Lenders,  and its
counsel shall be satisfactory in form and substance to Agent and such counsel,

                                        7
<PAGE>

and Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Agent may reasonably request.

                Section 3.  BORROWER'S REPRESENTATIONS AND WARRANTIES

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

                A.  Organization  and Powers. The Borrower is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its  incorporation,  (ii) is duly qualified and in good standing
as a foreign  corporation in each other  jurisdiction in which it owns or leases
property or in which the conduct of its business requires it to so qualify or be
licensed  except  where the  failure to so qualify or be  licensed  would not be
reasonably  likely to have a Material Adverse Effect and (iii) has all requisite
corporate power and authority (including,  without limitation,  all Governmental
Authorizations)  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.  No Conflict.  The  execution  and delivery of this Amendment
and  performance  by the  Borrower  of  the  Amended  Agreement  is  within  the
Borrower's corporate powers, has been duly authorized by all necessary corporate
action, and do not (i) contravene the Borrower's  Constitutive  Documents,  (ii)
violate any Requirements of Law, (iii) conflict with or result in the breach of,
or  constitute a default or require any payment to be made under,  any contract,
loan agreement,  indenture,  mortgage,  deed of trust, lease or other instrument
binding on or affecting the Borrower,  any of its  Subsidiaries  or any of their
properties  or (iv)  except for the Liens  created or  permitted  under the Loan
Documents,  result in or require the creation or  imposition of any Lien upon or
with  respect  to  any  of  the  properties  of  the  Borrower  or  any  of  its
Subsidiaries.  Neither the Borrower nor any of its  Subsidiaries is in violation
of any  such  Requirements  of Law or in  breach  of  any  such  contract,  loan
agreement,  indenture,  mortgage, deed of trust, lease or other instrument,  the
violation  or  breach of which  would be  reasonably  likely to have a  Material
Adverse Effect.

                C.  Governmental  Consents.   No Governmental Authorization, and
no other  authorization  or  approval  or other  action  by, and no notice to or
filing with, any Governmental Authority or any other third party is required for
the due  execution,  delivery,  recordation  or filing of this  Amendment or the
performance by the Borrower of the Amended Agreement.

                D.  Binding  Obligation.   This  Amendment   and   the   Amended
Agreement  have been duly executed and  delivered by the Borrower,  and are, the
legal,   valid  and  binding  obligation  of  each  Loan  Party  party  thereto,
enforceable against such Loan Party in accordance with its terms.

                E.  Incorporation  of Representations and Warranties From Credit
Agreement.  The  representations  and warranties  contained in Article IV of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the First  Amendment  Effective Date to the same extent as
though made on and as of that date, except to

                                        8
<PAGE>

the extent such representations and warranties specifically relate to an earlier
date,  in which  case they were  true,  correct  and  complete  in all  material
respects on and as of such earlier date.

                F.  Absence of Default.  No event has occurred and is continuing
or will result from the  consummation of the  transactions  contemplated by this
Amendment  that would  constitute  an Event of Default or a  Potential  Event of
Default.

                Section 4.        MISCELLANEOUS

                A.  Reference  to  and  Effect  on  the Credit Agreement and the
Other Loan Documents.

                (i)  On  and  after  the  First  Amendment  Effective Date, 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 or
any Lender under, the Credit Agreement or any of the other Loan Documents.

                B.  Fees  and  Expenses.  The  Borrower  acknowledges  that  all
costs,  fees and expenses as  described in Section 2.08 of the Credit  Agreement
incurred  by Agent  and its  counsel  with  respect  to this  Amendment  and the
documents and transactions  contemplated  hereby shall be for the account of the
Borrower.

                C.  Headings.  Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

                D.  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 LAWS  PRINCIPLES  THAT  WOULD  REQUIRE
APPLICATION OF ANOTHER LAW.

                E.  Execution in Counterparts. This Amendment may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Delivery by telecopier of an executed  counterpart  of a signature  page to this
Amendment shall be effective as delivery of an original executed  counterpart of
this Amendment. This Amendment shall become effective upon the execution of a


                                        9
<PAGE>

counterpart  hereof by the  Borrower  and  Required  Lenders  and receipt by the
Borrower and the Administrative  Agent of written or telephonic  notification of
such execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]









































                                        10

<PAGE>


                                     ANNEX A
                                     -------

                  Supplement to Schedules 4.01(b) and 4.01(bb)


Levi Strauss Receivables Funding, LLC    Delaware       99% NF Industries, Inc.

                                                        1%  Levi Strauss
                                                            Securitization Corp.




































                                        A-1
<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:
                                           -----------------------------------
                                           Joseph M. Maurer
                                           Vice President & Treasurer




                                       BANK OF AMERICA, N.A. as
                                       Administrative Agent


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



                                       BANK OF AMERICA, N.A. as an Issuing
                                       Bank, Swing Line Bank and a Lender


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



                                       THE BANK OF NOVA SCOTIA, as
                                       Documentation Agent, an Issuing Bank
                                       and a Lender


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



                                       CITICORP USA, INC., as Syndication
                                       Agent and a Lender


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



                                       CITIBANK, N.A., as an Issuing Bank


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

<PAGE>

                                       MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK, as a
                                       Lender


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



                                       BANK ONE, NA, as a Lender


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



                                       ABN AMRO BANK, N.V., as an Issuing
                                       Bank and a Lender


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



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



                                       TRANSAMERICA BUSINESS CREDIT
                                       CORPORATION, as a Lender


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



                                       THE CIT GROUP/COMMERCIAL
                                       SERVICES, INC., as a Lender


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



                                       OAK BROOK BANK, as a Lender


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

<PAGE>

                                       FLEET NATIONAL BANK, as an
                                       Issuing Bank and a Lender


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




                                       KEMPER FLOATING RATE FUND, as
                                       a Lender


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



                                       OPPENHEIMER SENIOR FLOATING
                                       RATE FUND, as a Lender


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




                                       PILGRIM PRIME RATE TRUST, as a
                                       Lender

                                       By: ING Pilgrim Investments, Inc., as its
                                           Investment Manager


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



                                       MASS MUTUAL HIGH YIELD
                                       PARTNERS II LLC, as a Lender

                                       By:  HYP Management, Inc., as
                                            Managing Member

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



                                       MASSACHUSETTS MUTUAL LIFE
                                       INSURANCE COMPANY, as a Lender

                                       By:  David L. Babson & Company, Inc.,
                                            as Investment Advisor


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

<PAGE>

                                       BILL & MELINDA GATES
                                       FOUNDATION, as a Lender

                                       By:  David L. Babson & Company, Inc.,
                                            as Investment Advisor


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



                                       ADDISON CDO, LIMITED, as a Lender

                                       By:  Pacific Investment Management
                                            Company LLC, as its Investment
                                            Advisor


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



                                       AIMCO CDO SERIES 2000-A, as a
                                       Lender


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



                                       ALLSTATE LIFE INSURANCE
                                       COMPANY, as a Lender


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




                                       AMARA-I FINANCE, LTD., as a Lender

                                       By:    INVESCO Senior Secured
                                              Management, Inc., as Subadvisor


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



                                       ARCHIMEDES FUNDING IV
                                      (CAYMAN), LTD., as a Lender


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

<PAGE>


                                       ARES III CLO LTD., as a Lender

                                       By:    ARES CLO Management LLC,
                                              Investment Manager


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



                                       ARES IV CLO LTD., as a Lender

                                       By:    Ares CLO Management IV, L.P.,
                                              Investment Manager

                                       By:    Ares CLO GP IV, LLC, its
                                              Managing Manager


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



                                       AVALON CAPITAL LTD. 2, as a Lender

                                       By:    INVESCO Senior Secured
                                       Management, Inc., as Portfolio Advisor


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




                                       BANK OF SCOTLAND, as a Lender


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



                                       BLACK DIAMOND CLO 2000-1 LTD.,
                                       as a Lender


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



                                       BNP PARIBAS, as a Lender


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


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

 <PAGE>

                                       CAPTIVA IV FINANCE LTD., as a
                                       Lender as advised by Pacific Investment
                                       Management Company LLC


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



                                       CARLYLE HIGH YIELD PARTNERS
                                       II, LTD., as a Lender


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



                                       CARLYLE HIGH YIELD PARTNERS
                                       III, LTD., as a Lender


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



                                       CENTURION CDO II, LTD., as a Lender

                                       By:  American Express Asset
                                            Management Group Inc., as
                                            Collateral Agent

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



                                       CENTURION CDO III, LIMITED, as a
                                       Lender


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



                                       CERES II FINANCE LTD., as a Lender

                                       By: INVESCO Senior Secured
                                       Management, Inc., as Sub-Managing
                                       Agent (Financial)


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


<PAGE>
                                       CHARTER VIEW PORTFOLIO, as a
                                       Lender

                                       By:  INVESCO Senior Secured
                                       Management, Inc., as Investment Advisor


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



                                       CITADEL HILL 2000 LTD., as a Lender


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



                                       CREDIT SUISSE FIRST BOSTON, as a
                                       Lender


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



                                       CSAM FUNDING I, as a Lender


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




                                       DELANO COMPANY, as a Lender

                                       By: Pacific Investment Management
                                           LLC, as its Investment Advisor


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



                                       ELT LTD., as a Lender


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



                                       EMERALD ORCHARD LIMITED, as a
                                       Lender


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


<PAGE>
                                       FIDELITY ADVISOR SERIES II:
                                       FIDELITY ADVISOR FLOATING
                                       RATE HIGH INCOME FUND, as a
                                       Lender


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




                                       FLOATING RATE PORTFOLIO, as a
                                       Lender

                                       By: INVESCO Senior Secured
                                           Management, Inc., as attorney in fact


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




                                       FRANKLIN CLO I, LIMITED, as a
                                       Lender


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



                                       FRANKLIN FLOATING RATE DAILY
                                       ACCESS FUND, as a Lender


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



                                       FRANKLIN FLOATING RATE
                                       MASTER SERIES, as a Lender


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



                                       FRANKLIN CLO II, LIMITED, as a
                                       Lender


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

<PAGE>

                                       HAMPDEN CBO LTD., as a Lender

                                       By:   David L. Babson & Company Inc.,
                                             as Investment Advisor


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



                                       HARBOURVIEW CDO II LTD., FUND,
                                       as a Lender


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



                                       HIGHLAND OFFSHORE PARTNERS,
                                       L.P., as a Lender


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



                                       INDOSUEZ CAPITAL FUNDING IIA,
                                       LIMITED, as a Lender

                                       By:  Indosuez Capital Luxembourg, as
                                            Collateral Manager


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



                                       INDOSUEZ CAPITAL FUNDING IV,
                                       L.P., as a Lender

                                       By:  Indosuez Capital Luxembourg, as
                                            Collateral Manager


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



                                       INDOSUEZ CAPITAL FUNDING VI,
                                       LIMITED, as a Lender


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


<PAGE>
                                       JHW CASH FLOW FUND I, L.P., as a
                                       Lender


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



                                       JISSEKIKUN FUNDING, LTD., as a
                                       Lender

                                       By:  Pacific Investment Management
                                            Company LLC, as its Investment
                                            Advisor


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



                                       KEMPER FLOATING RATE FUND, as
                                       a Lender


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



                                       SteinRoe & Farnham Incorporated As
                                       Agent for Keyport Life Insurance
                                       Company, as a Lender


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



                                       KZH CYPRESS TREE-1 LLC, as a
                                       Lender


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



                                       KZH LANGDALE LLC, as a Lender


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



                                       KZH PONDVIEW LLC, as a Lender


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

<PAGE>

                                       KZH RIVERSIDE LLC, as a Lender


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



                                       KZH SHOSHONE LLC, as a Lender


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



                                       KZH STERLING LLC, as a Lender


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



                                       KZH WATERSIDE LLC, as a Lender


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



                                       LIBERTY-STEIN ROE ADVISOR
                                       FLOATING RATE ADVANTAGE
                                       FUND, as a Lender


                                       By:  Stein Roe & Farnham
                                            Incorporated as Advisor


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



                                       LONGHORN CDO (CAYMAN) LTD, as
                                       a Lender

                                       By:  Merrill Lynch Investment
                                       Managers, L.P., as Investment Advisor


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



                                       MAGNETITE ASSET INVESTORS III
                                       L.L.C., as a Lender


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


<PAGE>
                                       MAGNETITE ASSET INVESTORS,
                                       LLC, as a Lender


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



                                       MASSACHUSETTS MUTUAL LIFE
                                       INSURANCE COMPANY, as a Lender


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



                                       MASSMUTUAL HIGH YIELD
                                       PARTNERS II, LLC, as a Lender


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


                                       ML CLO XV PILGRIM AMERICA
                                       (CAYMAN) LTD., as a Lender

                                       By: Pilgrim Investments, Inc.


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



                                       ML CLO XX PILGRIM AMERICA
                                       (CAYMAN) LTD., as a Lender

                                       By: ING Pilgrim Investments, Inc., as its
                                           Investment Manager


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



                                       MORGAN STANLEY DEAN WITTER
                                       PRIME INCOME TRUST, as a Lender


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



                                       NATEXIS BANQUE POPULAIRES, as a
                                       Lender


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

<PAGE>

                                       NEMEAN CLO, LTD., as a Lender


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



                                       NORTHWOODS CAPITAL II,
                                       LIMITED, as a Lender

                                       By: Angelo, Gordon & Co., L.P., as
                                           Collateral Manager


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



                                       NORTHWOODS CAPITAL, LIMITED,
                                       as a Lender

                                       By: Angelo, Gordon & Co., L.P., as
                                           Collateral Manager


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



                                       NOVA CDO 2000, LTD., as a Lender


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



                                       OAK HILL SECURITIES FUND II, L.P.,
                                       as a Lender

                                       By: Oak Hill Securities GenPar II, L.P.,
                                           its General Partner

                                       By: Oak Hill Securities MGP II, Inc., its
                                           General Partner


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

<PAGE>

                                       OAK HILL SECURITIES FUND, L.P.,
                                       as a Lender

                                       By: Oak Hill Securities Gen Par, L.P.,
                                           its General Partner

                                       By: Oak Hill Securities MGP, Inc., its
                                           General Partner


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



                                       OAK HILL CREDIT PARTNERS I,
                                       LIMITED, as a Lender

                                       BY: Oakhill CLO Management I, LLC
                                           as Investment Manager


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



                                       OFFIT INVESTMENT FUND, INC., as a
                                       Lender


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



                                       RIVIERA FUNDING LLC, as a Lender


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



                                       SEQUILS I, LTD., as a Lender


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



                                       SEABOARD CLO 2000 LTD, as a
                                       Lender


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



                                       SEQUILS CENTURION V, LTD., as a
                                       Lender


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


<PAGE>
                                       SEQUILS IV, LTD., as a Lender

                                       By: TCW Advisors, Inc., as its Collateral
                                           Manager


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



                                       SRF TRADING, INC., as a Lender


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



                                       STANFIELD CLO, LTD., as a Lender


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



                                       STANFIELD RMF/TRANSATLANTIC
                                       CDO, LTD., as a Lender


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


                                       STEIN ROE & FARNHAM CLO I LTD.,
                                       as a Lender

                                       By: Stein Roe & Farnham Incorporated,
                                           as Portfolio Manager


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



                                       STEIN ROE FLOATING RATE
                                       LIMITED LIABILITY COMPANY, as a
                                       Lender


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



                                       STRONG SHORT TERM HIGH YIELD
                                       BOND FUND, a Series of Strong Income
                                       Funds, Inc., as a Lender


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


<PAGE>
                                       SUFFIELD CLO, LIMITED, as a Lender

                                       By: David L. Babson & Company Inc.,
                                           as Collateral Manager


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



                                       SUMITOMO MITSUI BANKING
                                       CORPORATION, formerly known as
                                       The Sumitomo Bank, Limited, as a
                                       Lender


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



                                       SUNTRUST BANKS, INC., as a Lender


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



                                       TCW SELECT LOAN FUND, LIMITED,
                                       as a Lender


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



                                       TEXTRON FINANCIAL
                                       CORPORATION, as a Lender


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



                                       THERMOPYLAE FUNDING CORP., as a
                                       Lender


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



                                       TRANSAMERICA BUSINESS CREDIT
                                       CORPORATION, as a Lender


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


<PAGE>
                                       TYLER TRADING INC., as a Lender


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



                                       WINDSOR LOAN FUNDING,
                                       LIMITED, as a Lender

                                       By: Stanfield Capital Partners LLC, as
                                           its Investment Manager


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


ACKNOWLEDGED:


                                       BATTERY STREET ENTERPRISES,
                                       INC.


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       LEVI STRAUSS FINANCIAL CENTER
                                       CORPORATION


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       LEVI STRAUSS FUNDINC, LLC


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       LEVI STRAUSS GLOBAL
                                       FULFILLMENT SERVICES, INC.


                                       By:
                                          -----------------------------------
                                            Joseph M. Maurer
                                            Treasurer



                                       LEVI STRAUSS GLOBAL
                                       OPERATIONS, INC.


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer


<PAGE>
                                       LEVI STRAUSS INTERNATIONAL


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       LEVI STRAUSS LATIN AMERICA,
                                       INC.


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       LEVI'S ONLY STORES, INC.


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer



                                       NF INDUSTRIES, INC.


                                       By:
                                           -----------------------------------
                                             Joseph M. Maurer
                                             Treasurer


</TEXT>
</DOCUMENT>
