LEVI STRAUSS & CO. €475,000,000 3.375% Senior Notes due 2027 REGISTRATION RIGHTS AGREEMENTLevi Strauss & Co • February 13th, 2019 • Apparel & other finishd prods of fabrics & similar matl • New York
Levi Strauss & Co., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to certain purchasers as set forth in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”) €475,000,000 principal amount of its 3.375% Senior Notes due 2027 (the “Securities”), in each case pursuant to, and upon the terms set forth in, the Purchase Agreement dated February 23, 2017 (the “Purchase Agreement”) relating to the initial placement of the Securities (the “Initial Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 23, 2017 among LEVI STRAUSS & CO., as U.S. Borrower LEVI STRAUSS & CO. (CANADA) INC., as Canadian Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent...Joinder Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 23, 2017 (as it may be amended or modified from time to time, this “Agreement”), among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Multicurrency Administrative Agent.
ContractSecurity Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of September 30, 2011, by and between Levi Strauss & Co., a Delaware corporation (the “U.S. Borrower”) and Levi’s Only Stores, Inc., a Delaware corporation, Levi Strauss International, Inc., a Delaware corporation, LVC, LLC, a Delaware limited liability company, Levi’s Only Stores Georgetown, LLC, a Delaware limited liability company, Levi Strauss, U.S.A., LLC, a Delaware limited liability company, Levi Strauss-Argentina, LLC, a Delaware limited liability company and Levi Strauss International, a California corporation (each a “Grantor,” and together with the U.S. Borrower and any Domestic Subsidiary that executes a U.S. Joinder Agreement following the date hereof, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
SECOND AMENDMENT TO LEASE (Levi Strauss Building)Lease • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • California
This Second Amendment is based upon the following facts and circumstances, each of which Lessor and Lessee hereby acknowledge and agree to be true and correct:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl
This Amendment to the Employment Agreement (this “Amendment”) is effective as of May 8, 2012 and concerns the Employment Agreement entered into on June 9, 2011 (the “Agreement”), by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”). This Amendment is entered into to make certain clarifications to the Agreement to reflect the intent of both parties hereto. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement.
AMENDMENT TO LEASE (LEVI STRAUSS BUILDING) SAN FRANCISCO, CALIFORNIA BLUE JEANS EQUITIES WESTLease • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • California
THIS AMENDMENT TO LEASE (this “Amendment”) by and between BLUE JEANS EQUITIES WEST (“Lessor”) and LEVI STRAUSS & CO. (“Lessee”), is dated as of the 1st day of January, 1998.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl
This Amendment to the Employment Agreement (this “Amendment”) is effective as of January 30, 2018 and concerns the Employment Agreement entered into on June 9, 2011 (the “Agreement”), as amended, by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Agreement.
RABBI TRUST AGREEMENT by and between LEVI STRAUSS & CO. and BOSTON SAFE DEPOSIT AND TRUST COMPANYRabbi Trust Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
THIS RABBI TRUST AGREEMENT is effective this 1st day of January 1, 2003, by and between LEVI STRAUSS & CO. (“Company”) and BOSTON SAFE DEPOSIT AND TRUST COMPANY (“Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • California
THIS AGREEMENT (“Agreement”) is entered into this 9th day of June, 2011, by and between Charles V. Bergh (“Executive”) and Levi Strauss & Co., a Delaware corporation (the “Corporation”).
FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “Amendment”), dated as the Amendment Effective Date (as defined below), is made and entered into by and among Levi Strauss & Co. (as successor to LSAI Holding Corp.), a Delaware corporation (the “Company”), and the holders of at least two-thirds of the outstanding Shares (as defined in the Stockholders’ Agreement) at the time of the Amendment Effective Date. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Stockholders’ Agreement.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 23, 2018 (this “Amendment”), among LEVI STRAUSS & CO., a Delaware corporation (the “U.S. Borrower”), LEVI STRAUSS & CO. (CANADA) INC., an Ontario corporation (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Multicurrency Administrative Agent.
MASTER SERVICES AGREEMENT BY AND BETWEEN LEVI STRAUSS & CO. AND WIPRO LIMITED NOVEMBER 7, 2014 DESCRIPTION OF SERVICESMaster Services Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl
Services; (d) reference links to configuration data relating to any supported Equipment; (e) the documentation (e.g., operations manuals, end user guides, specifications) which provide further details of all activities to be performed by Supplier with respect to Software and Equipment; (f) details on the direction, supervision, monitoring, staffing, reporting, planning and oversight activities normally undertaken to provide services of the type Supplier is to provide; (g) descriptions of any specific acceptance testing and quality assurance procedures approved by LS&Co.; and (h) the incident management, problem management and escalation procedures. The Operations Manual shall be suitable for use by the Service Recipients to understand and perform the Services. The Operations Manual shall be in an electronic format and available through a web interface to LS&Co. and all Supplier Staff.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2019 • Levi Strauss & Co • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of , by and between LEVI STRAUSS & CO., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement amends and restates in its entirety that certain Indemnification Agreement dated as of , by and between the Company and Indemnitee.]
