LEVI STRAUSS & CO
THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10_1.txt
<DESCRIPTION>THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT
<TEXT>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


                               LEVI STRAUSS & CO.

                 THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT


                  This  THIRD  AMENDMENT  TO  CREDIT AGREEMENT AND CONSENT (this
"Amendment")  is dated as of July 26,  2002 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  (the  "Lenders"),  BANK OF AMERICA,  N.A.  ("Bank of  America"),  as the
provider  of Swing  Line  Advances  (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
amended by First  Amendment to Credit  Agreement  dated as of July 11, 2001, and
Second  Amendment  to  Credit  Agreement  dated as of  January  28,  2002 (as so
amended,  and as otherwise amended,  modified or supplemented from time to time,
the "Credit  Agreement"),  by and among the  Borrower,  the 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.




                                 R E C I T A L S
                                 ---------------

                  WHEREAS, the Borrower intends to adopt a deferred compensation
plan to be effective in 2003,  pursuant to which the Borrower would from time to
time transfer employee compensation amounts deferred by employees and contribute
other funds (the "Trust Funds") to a grantor trust adopted and maintained by the
Borrower (the "LS&Co. Trust");

                  WHEREAS, the purpose of the LS&Co.  Trust  would be to provide
specified,  tax-deferred  benefits to a select group of management and employees
of the Borrower;

                  WHEREAS, the Borrower  and  the  Lenders desire to  amend  the
Credit  Agreement  in order to  permit  the  transfer  and  contribution  by the
Borrower of the Trust Funds to the LS&Co. Trust and to clarify the applicability
of  certain  covenants,  conditions  and  restrictions  contained  in the Credit
Agreement to the LS&Co. Trust.

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

                                       1
<PAGE>

                  Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

                  1.1  Amendments to Article 1: Definitions and Accounting Terms
                       ---------------------------------------------------------

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

                  "`LS&Co. Deferred Compensation Plan' has the meaning specified
in Section 5.02(e)."

                  "`LS&Co. Trust' has the meaning specified in Section 5.02(e)."

                  "`LS&Co. Trust Agreement' has the meaning specified in Section
5.02(e)."

                  B.  Section 1.01 of the Credit Agreement is hereby  amended by
amending the definition of "Hedge Bank"  contained  therein its entirety to read
as follows:

                  "`Hedge Bank' means, at any time, any Lender holding  at least
         2% of the  Revolving  Credit  Commitments at  such  time or  any of its
         Affiliates, in any such Lender's or any such Affiliate's  capacity as a
         party to a Hedge Agreement."

                  C.  Section 1.01 of the Credit Agreement is  hereby amended by
adding the  following at the end of the  definition  of  "Subsidiary"  contained
therein:

                  "; provided, however, in  no event  shall the LS&Co.  Trust be
         considered to be a Subsidiary of the Borrower"

                  1.2  Amendments to Article 5:  Covenants of the Borrower
                       ---------------------------------------------------

                  A.  Section 5.02(a) of the Credit Agreement is  hereby amended
by inserting the phrase "or the LS&Co. Trust" after the word "Subsidiaries" each
time it appears in the first paragraph thereof.

                  B.  Section 5.02(b) of the Credit Agreement is hereby  amended
by (i) inserting the phrase "or the LS&Co.  Trust" after the word "Subsidiaries"
each time it appears in the first  paragraph  thereof;  (ii)  deleting  the word
"and" at the end of clause  (i)(B)  thereof;  (iii) adding the word "and" at the
end of clause (i)(C) thereof; and (iv) adding the following as new clause (i)(D)
thereof:

                  "(D) Contingent  Obligations  of the Borrower under the LS&Co.
         Trust Agreement;"

                  C.  Section 5.02(d) of the Credit Agreement is hereby  amended
by (i) inserting the phrase "or the LS&Co.  Trust" after the word "Subsidiaries"
each time it appears in the first  paragraph  thereof;  (ii)  deleting  the word
"and" at the end of clause (ii) thereof; (iii) deleting the period at the end of
clause (iii)  thereof and  substituting  the phrase ", and " therefor;  and (iv)
adding the following as new clause (iv) thereof:

                                       2
<PAGE>

                  "(iv) the LS&Co. Trust may merge into or  consolidate with any
         other trust adopted and  maintained  by  the  Borrower  for  a  similar
         purpose   pursuant   to   a  trust  agreement  in   form and  substance
         satisfactory to the Administrative Agent."

                  D.  Section 5.02(e) of the Credit Agreement is hereby  amended
by (i) inserting the phrase "or the LS&Co.  Trust" after the word "Subsidiaries"
each time it appears in the first  paragraph  thereof;  (ii)  deleting  the word
"and" at the end of clause (xiii) thereof;  (iii) deleting the period at the end
of clause (xiv) thereof and substituting the phrase ", and " therefor;  and (iv)
adding the following as new clause (xv) thereof:

                  "(xv) transfers and contributions of funds  from time to  time
         (i)  by  the  Borrower  to  that  certain  grantor  trust  adopted  and
         maintained by the Borrower in connection with the deferred compensation
         plan  adopted by  the Borrower to be effective as of January, 2003 (the
         "LS&Co. Deferred Compensation  Plan") for  the  purpose of contributing
         funds to be held until paid to  participants  in  the  LS&Co.  Deferred
         Compensation Plan and their beneficiaries (the "LS&Co. Trust") pursuant
         to that certain trust agreement  in  form and substance satisfactory to
         the Administrative Agent (the "LS&Co. Trust Agreement") and (ii) by the
         LS&Co. Trust to plan participants or the  Borrower  in  accordance with
         the LS&Co. Trust Agreement."

                  E.  Section 5.02(f) of the Credit Agreement is hereby  amended
by (i) inserting the phrase "or the LS&Co.  Trust" after the word "Subsidiaries"
each time it appears in the first  paragraph  thereof;  (ii)  deleting  the word
"and" at the end of clause (xiv)  thereof;  (iii) deleting the period at the end
of clause (xv) thereof and substituting  the phrase ", and " therefor;  and (iv)
adding the following as new clause (xvi) thereof:

                  "(xvi)   Investments, if any, by the Borrower into the  LS&Co.
         Trust and by the LS&Co. Trust permitted by the LS&Co. Trust Agreement."

                  F.  Section 5.02(i) of the Credit Agreement is hereby  amended
by inserting the phrase "or the LS&Co. Trust" after the word "Subsidiaries" each
time it appears in the first paragraph thereof.

                  Section 2.  CONSENT

                   Lenders  hereby  agree that upon the transfer or contribution
of  funds  by the  Borrower  to the  LS&Co.  Trust in  accordance  with  Section
                             ---------------------
5.02(e)(xv)  of the Credit  Agreement,  any Lien acquired by the  Administrative
       ----
Agent or any Lender in such funds shall automatically and without further action
cease and be released and the Administrative Agent and the Lenders shall have no
Lien therein; provided,  however, that nothing in this Section 2 shall be deemed
to constitute any release of the Lien of the Administrative  Agent or any Lender
on any such funds distributed to the Borrower.

                  Section 3.  AMENDMENTS TO PLEDGE AND SECURITY
                              AGREEMENT AND SUBSIDIARY GUARANTY

                                       3
<PAGE>

                  The parties agree that, as of the  Third  Amendment  Effective
Date (as defined  below),  the Pledge and Security  Agreement and the Subsidiary
Guaranty  shall be amended  or  supplemented  as set forth in the forms  thereof
provided to the Lenders.

                  Section 4.  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 "Third Amendment
Effective Date"):


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

                        1.  Secretary's  Certificate  dated  as  of  the   Third
         Amendment Effective Date, certifying that there have been no changes to
         its Articles of Incorporation or Bylaws since July 11,  2001  and  that
         the adoption of the Amended Plan and the formation  of  the  Trust  has
         been  approved  and  authorized  by  all  necessary  corporate  action,
         together with a good standing certificate from the  Secretary of  State
         of the State of  Delaware  dated  a  recent  date  prior  to  the Third
         Amendment Effective Date;

                        2.  Resolutions of its Board of  Directors approving and
         authorizing the execution, delivery, and performance of this Amendment,
         certified as of the Third 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  Third  Amendment  Effective Date, the
Borrower and each other Loan Party shall execute the Second  Amendment to Pledge
and Security Agreement in form and substance satisfactory to the Lenders.

                  C.  On or before  the  Third  Amendment  Effective  Date,  the
Borrower  and each other Loan  Party  shall  execute  the  Second  Amendment  to
Subsidiary Guaranty in form and substance satisfactory to the Lenders.

                  Section 5.  BORROWER'S REPRESENTATIONS AND WARRANTIES

                  In order to  induce the  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 (i) 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

                                       4
<PAGE>

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  are  within  the
Borrower's  corporate  powers,  have  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  are 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 Third  Amendment  Effective Date to the same extent as
though made on and as of that date,  except to 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 6.  MISCELLANEOUS

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

                                       5
<PAGE>

                  (i) On  and  after  the  Third  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 the
Administrative  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 the  Administrative  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 as effective as delivery of an original executed  counterpart
of this Amendment. This Amendment shall become effective upon the execution of a
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]

                                       6

<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 and Treasurer




                                           BANK OF AMERICA, N.A. as
                                           Administrative Agent



                                           By:__________________________________
                                              Kathleen M. Carry
                                              Vice President




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



                                           By:__________________________________
                                              Managing Director


<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 and 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: Director



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



                                           By:__________________________________
                                           Title: ______________________________

                                      S-1
<PAGE>

                                           CITIBANK, N.A., as an Issuing Bank



                                           By:__________________________________
                                              David L. Harris
                                              Vice President



                                           ARCHIMEDES FUNDING II, LTD., as a
                                           Lender

                                           By:  ING Capital Advisors LLC, as
                                                Collateral Manager



                                           By:__________________________________
                                              John J. D'Angelo
                                              Vice President



                                           ARCHIMEDES FUNDING III, LTD., as
                                           a Lender

                                           By:  ING Capital Advisors LLC, as
                                                Collateral Manager



                                           By:__________________________________
                                              John J. D'Angelo
                                              Vice President




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

                                           By:  ING Capital Advisors LLC, as
                                                Collateral Manager



                                           By:__________________________________
                                              John J. D'Angelo
                                              Vice President



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



                                           By:__________________________________
                                           Title: Director


<PAGE>
                                           BANK ONE, NA, as an Issuing Bank and
                                           a Lender



                                           By:__________________________________
                                              Joseph R. Perdenza
                                              Director



                                           BANK OF SCOTLAND, as a Lender



                                           By:__________________________________
                                              Joseph Fratus
                                              First Vice President



                                           BILL & MELINDA GATES
                                           FOUNDATION, as a Lender

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



                                           By:__________________________________
                                              Managing Director



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



                                           By:__________________________________
                                              Director
<PAGE>

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




                                           By:__________________________________
                                              Vice President



                                           C SQUARED CDO LTD., as a Lender

                                           By:  TCW Advisors, Inc., as Portfolio
                                                Manager



                                           By:__________________________________
                                              Richard F. Kurth
                                              Vice President



                                           DENALI CAPITAL LLC, managing
                                           member of DC Funding Partners LLC,
                                           portfolio manager for DENALI
                                           CAPITAL CLO I, LTD., as a Lender



                                           By:__________________________________
                                              Chief Credit Officer



                                           EASTMAN HILL FUNDING I,
                                           LIMITED, as a Lender

                                           By:  TCW Asset Management Co., as its
                                                Collateral Manager



                                           By:__________________________________
                                              Mark L. Gold
                                              Managing Director



<PAGE>
                                           FARALLON APPAREL INVESTORS,
                                           L.L.C., as a Lender

                                           By:  Farallon Capital Management,
                                                L.L.C., as Manager



                                           By:__________________________________
                                              David Cohen
                                              Managing Member



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



                                           By:__________________________________
                                              John H. Costello
                                              Assistant Treasurer



                                           FLEET NATIONAL BANK, as an
                                           Issuing Bank and a Lender



                                           By:__________________________________
                                              Director



                                           HAMPDEN CBO LTD., as a Lender

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



                                           By:__________________________________
                                              Managing Director

<PAGE>

                                          INDOSUEZ CAPITAL FUNDING IV, L.P.,

                                          By: RBC Leveraged Capital as Portfolio
                                              Advisor



                                          By:__________________________________
                                             Melissa Marano
                                             Director



                                          ING-ORYX CLO LTD., as a Lender

                                          By: ING Capital Advisor LLC, as
                                              Collateral Manager



                                          By:__________________________________
                                             John J. D'Angelo
                                             Vice President



                                          ING PRIME RATE TRUST

                                          By: ING Investments, LLC
                                              as its investment manager



                                          By:__________________________________
                                             Brian S. Horton
                                             Vice President



                                          JPMORGAN CHASE BANK (f/k/a/
                                          MORGAN GUARANTY TRUST
                                          COMPANY OF NEW YORK), as an
                                          Initial Lender



                                          By:__________________________________
                                             Marina Flindell
                                             Vice President
<PAGE>

                                           KZH CRESCENT LLC, as a Lender




                                           By:__________________________________
                                              Susan Lee
                                              Authorized Agent



                                           KZH CRESCENT-2 LLC, as a Lender




                                           By:__________________________________
                                              Susan Lee
                                              Authorized Agent



                                           KZH CRESCENT-3 LLC, as a Lender




                                           By:__________________________________
                                              Joyce Fraser-Bryant
                                              Authorized Agent



                                           KZH PONDVIEW LLC, as a Lender




                                           By:__________________________________
                                              Joyce Fraser-Bryant
                                              Authorized Agent

<PAGE>

                                           KZH WATERSIDE LLC, as a Lender




                                           By:__________________________________
                                              Joyce Fraser-Bryant
                                              Authorized Agent



                                           MASSACHUSETTS MUTUAL LIFE
                                           INSURANCE COMPANY, as a Lender

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



                                           By:__________________________________
                                              Managing Director



                                           MASS MUTUAL HIGH YIELD
                                           PARTNERS II LLC, as a Lender

                                           By: HYP Management Inc., as
                                               Managing Member



                                           By:__________________________________
                                              Managing Director



                                           ML CLO XY PILGRIM AMERICA
                                           (CAYMAN) LTD.

                                           By: ING Investments, LLC
                                               as its investment manager



                                           By:__________________________________
                                              Brian S. Horton
                                              Vice President

<PAGE>

                                           ML CLO XX PILGRIM AMERICA
                                           (CAYMAN) LTD.

                                           By: ING Investments, LLC
                                               as its investment manager



                                           By:__________________________________
                                              Brian S. Horton
                                              Vice President



                                           NEMEAN CLO, LTD., as a Lender

                                           By: ING Capital Advisors LLC, as
                                               Investment Manager



                                           By:__________________________________
                                              John J. D'Angelo
                                              Vice President



                                           OAK BROOK BANK, as a Lender



                                           By: _________________________________
                                               Vice President



                                           SEQUILS I, LTD., as a Lender

                                           By: TCW Advisors, Inc., as Collateral
                                               Manager



                                           By:__________________________________
                                              Richard F. Kurth
                                              Vice President



                                           By:__________________________________
                                              Mark L. Gold
                                              Managing Director

<PAGE>

                                           SEQUILS ING I (HBDGM), LTD., as a
                                           Lender

                                           By: ING Capital Advisors LLC, as
                                               Collateral Manager



                                           By:__________________________________
                                              John J. D'Angelo
                                              Vice President



                                           SEQUILS IV, LTD., as a Lender

                                           By: TCW Advisors, Inc., as Collateral
                                               Manager



                                           By:__________________________________
                                              Mark L. Gold
                                              Managing Director



                                           By:__________________________________
                                              Richard F. Kurth
                                              Vice President



                                           SPECIAL SITUATIONS INVESTING
                                           GROUP, INC., as a Lender



                                           By:__________________________________
                                              Robert S. Fanelli
                                              Authorized Signature



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



                                           By:__________________________________
                                              Gilbert L. Southwell III
                                              Assistant Secretary
<PAGE>


                                         SUFFIELD CLO, LIMITED, as a Lender

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



                                         By:____________________________________
                                            Managing Director



                                         SUNTRUST BANKS, INC., as a Lender




                                         By:____________________________________
                                            David W. Penter
                                            Director Senior Relationship Manager



                                         TCW SELECT LOAN FUND, LIMITED,
                                         as a Lender

                                         By: TCW Advisors, Inc., as Collateral
                                             Manager



                                         By:____________________________________
                                            Richard F. Kurth
                                            Vice President



                                         By:____________________________________
                                            Mark L. Gold
                                            Managing Director



                                         TEXTRON FINANCIAL
                                         CORPORATION, as a Lender



                                         By:____________________________________
                                         Title:Director



                                         TRS1 LLC, as a Lender



                                         By:____________________________________
                                            Rosemary F. Dunne
                                            Attorney-in-Fact
<PAGE>

        ACKNOWLEDGED:

                                         BATTERY STREET ENTERPRISES,
                                         INC.



                                         By:__________________________________
                                            Joseph M. Maurer
                                            Treasurer




                                         LEVI STRAUSS FINANCIAL CENTER
                                         CORPORATION



                                         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'S ONLY STORES, INC.



                                         By:__________________________________
                                            Joseph M. Maurer
                                            Treasurer




                                         NF INDUSTRIES, INC.



                                         By:__________________________________
                                            Joseph M. Maurer
                                            Treasurer

<PAGE>


                                         LEVI STRAUSS INTERNATIONAL, INC.



                                         By:__________________________________
                                            Joseph M. Maurer
                                            Treasurer

</TEXT>
</DOCUMENT>
