EX-10.60 25 0025.txt FORMS OF AMENDMENTS TO EUROPEAN RECEIVABLES [LETTERHEAD OF TAPCO] To: LEVI STRAUSS (U.K.) LIMITED 100 New Bridge Street London EC4V 6JA LEVI STRAUSS & CO. 1155 Battery Street San Francisco CA 94120 USA 28 December 2000 Dear Sirs, EUROPEAN SECURITISATION We refer to: o a Receivables Purchase Agreement dated 29 February 2000 and made between yourselves as Seller, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and o a Servicing Agreement dated 29 February 2000 and made between yourselves as Servicer, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "SERVICING AGREEMENT"). We are hereby adding the following Clause to the Receivables Purchase Agreement: 5. CLEAN-UP CALL 5.1 On any Collection Payment Date after the occurrence of a Termination Date (the "RETRANSFER DATE"), the Seller shall be entitled, at its option, on giving not less than 5 days' prior notice to the Purchaser, to repurchase all outstanding Purchased Receivables if, on such Retransfer Date, the Outstanding Nominal Amount of all Purchased Receivables is less than 15% of the Outstanding Nominal Amount of all Purchased Receivables at the date on which the Termination Date is declared. 5.2 For the purpose of Clause 5.1 above, upon exercise of the option granted to it in Clause 5.1 above, the Seller shall provide the Purchaser with satisfactory evidence of the Outstanding Nominal Amount of all Purchased Receivables on the date on which the Termination Date is declared. 5.3 The repurchase price ("REPURCHASE PRICE") payable by the Seller if it wishes to execute the option granted to it pursuant to Clause 5.1 above, shall be the Outstanding Nominal Amount of all Purchased Receivables. Such Repurchase Price will be payable in full on the Retransfer Date and shall be deemed to be Collections of such Purchased Receivables. The re-transfer of such Purchased Receivables shall take effect upon receipt of the Repurchase Price by the Purchaser. 5.4 Any repurchase pursuant to this Clause 5 shall be without recourse against or warranty or representation on the part of the Purchaser and at the sole cost and expense of the Seller. This Clause should be added as Clause 5 to the Receivables Purchase Agreement, with Clause 5 becoming clause 6 etc. The other provisions of the Receivables Purchase Agreement and the Servicing Agreement remain unchanged. This letter will be effective as from 22 November 2000. Please countersign this letter if you agree with its content. Yours faithfully, TULIP ASSET PURCHASE COMPANY -------------------- -------------------- Name: Name: Title: Title: WE AGREE WITH THE CONTENT OF THIS LETTER LEVI STRAUSS (U.K.) LIMITED _____________________ DATE: NAME TITLE: LEVI STRAUSS & CO. _____________________ DATE: NAME TITLE: -2- [LETTERHEAD OF TAPCO] To: LEVI STRAUSS GERMANY GMBH Levi Strauss Allee 63150 Heusenstamm Germany 28 December 2000 Dear Sirs, EUROPEAN SECURITISATION We refer to: o a Receivables Purchase Agreement dated 29 February 2000 and made between yourselves as Seller and ourselves as Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and o a Servicing Agreement dated 29 February 2000 and made between yourselves as Servicer, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "SERVICING AGREEMENT"). We are hereby adding the following Clause to the Receivables Purchase Agreement: 5. CLEAN-UP CALL 5.1 On any Collection Payment Date after the occurrence of a Termination Date (the "RETRANSFER DATE"), the Seller shall be entitled, at its option, on giving not less than 5 days' prior notice to the Purchaser, to repurchase all outstanding Purchased Receivables if, on such Retransfer Date, the Outstanding Nominal Amount of all Purchased Receivables is less than 15% of the Outstanding Nominal Amount of all Purchased Receivables at the date on which the Termination Date is declared. 5.2 For the purpose of Clause 5.1 above, upon exercise of the option granted to it in Clause 5.1 above, the Seller shall provide the Purchaser with satisfactory evidence of the Outstanding Nominal Amount of all Purchased Receivables on the date on which the Termination Date is declared. 5.3 The repurchase price ("REPURCHASE PRICE") payable by the Seller if it wishes to execute the option granted to it pursuant to Clause 5.1 above, shall be the Outstanding Nominal Amount of all Purchased Receivables. Such Repurchase Price will be payable in full on the Retransfer Date and shall be deemed to be Collections of such Purchased Receivables. The re-transfer of such Purchased Receivables shall take effect upon receipt of the Repurchase Price by the Purchaser. -3- 5.4 Any repurchase pursuant to this Clause 5 shall be without recourse against or warranty or representation on the part of the Purchaser and at the sole cost and expense of the Seller. This Clause should be added as Clause 5 to the Receivables Purchase Agreement, with Clause 5 becoming clause 6 etc. The other provisions of the Receivables Purchase Agreement and the Servicing Agreement remain unchanged. This letter will be effective as from 22 November 2000. Please countersign this letter if you agree with its content. Yours faithfully, TULIP ASSET PURCHASE COMPANY -------------------- -------------------- Name: Name: Title: Title: WE AGREE WITH THE CONTENT OF THIS LETTER LEVI STRAUSS GERMANY GMBH _____________________ DATE: NAME TITLE: -4- [LETTERHEAD OF TAPCO] To: LEVI STRAUSS DE ESPANA Avda Diagonal 605, 3(degree) PLANTA Barcelona Spain LEVI STRAUSS & CO. 1155 Battery Street San Francisco CA 94120 USA 28 December 2000 Dear Sirs, EUROPEAN SECURITISATION We refer to: o a Receivables Purchase Agreement dated 29 February 2000 and made between yourselves as Seller, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and o a Servicing Agreement dated 29 February 2000 and made between yourselves as Servicer, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "SERVICING AGREEMENT"). We are hereby adding the following Clause to the Receivables Purchase Agreement: 5. CLEAN-UP CALL 5.1 On any Collection Payment Date after the occurrence of a Termination Date (the "RETRANSFER DATE"), the Seller shall be entitled, at its option, on giving not less than 5 days' prior notice to the Purchaser, to repurchase all outstanding Purchased Receivables if, on such Retransfer Date, the Outstanding Nominal Amount of all Purchased Receivables is less than 15% of the Outstanding Nominal Amount of all Purchased Receivables at the date on which the Termination Date is declared. 5.2 For the purpose of Clause 5.1 above, upon exercise of the option granted to it in Clause 5.1 above, the Seller shall provide the Purchaser with satisfactory evidence of the Outstanding Nominal Amount of all Purchased Receivables on the date on which the Termination Date is declared. -5- 5.3 The repurchase price ("REPURCHASE PRICE") payable by the Seller if it wishes to execute the option granted to it pursuant to Clause 5.1 above, shall be the Outstanding Nominal Amount of all Purchased Receivables. Such Repurchase Price will be payable in full on the Retransfer Date and shall be deemed to be Collections of such Purchased Receivables. The re-transfer of such Purchased Receivables shall take effect upon receipt of the Repurchase Price by the Purchaser. 5.4 Any repurchase pursuant to this Clause 5 shall be without recourse against or warranty or representation on the part of the Purchaser and at the sole cost and expense of the Seller. This Clause should be added as Clause 5 to the Receivables Purchase Agreement, with Clause 5 becoming clause 6 etc. The other provisions of the Receivables Purchase Agreement and the Servicing Agreement remain unchanged. This letter will be effective as from 22 November 2000. Please countersign this letter if you agree with its content. Yours faithfully, TULIP ASSET PURCHASE COMPANY -------------------- -------------------- Name: Name: Title: Title: WE AGREE WITH THE CONTENT OF THIS LETTER LEVI STRAUSS DE ESPANA _____________________ DATE: NAME TITLE: LEVI STRAUSS & CO. _____________________ DATE: NAME TITLE: -6- [LETTERHEAD OF ABN AMRO BANK N.V. (BELGIAN BRANCH)] To: LEVI STRAUSS ITALIA SRL Corso Como 15 20154 Milan Italy LEVI STRAUSS & CO. 1155 Battery Street San Francisco CA 94120 USA TULIP ASSET PURCHASE COMPANY BV Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands 28 December 2000 Dear Sirs, EUROPEAN SECURITISATION We refer to: o a Receivables Purchase Agreement dated 29 February 2000 and made between yourselves as Seller, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and o a Servicing Agreement dated 29 February 2000 and made between yourselves as Servicer, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "SERVICING AGREEMENT"). We are hereby adding the following Clause to the Receivables Purchase Agreement: 5. CLEAN-UP CALL 5.1 On any Collection Payment Date after the occurrence of a Termination Date (the "RETRANSFER DATE"), the Seller shall be entitled, at its option, on giving not less than 5 days' prior notice to the Purchaser, to repurchase all outstanding Purchased Receivables if, on such Retransfer Date, the Outstanding Nominal Amount of all Purchased Receivables is less than 15% of the Outstanding Nominal Amount of all Purchased Receivables at the date on which the Termination Date is declared. -7- 5.2 For the purpose of Clause 5.1 above, upon exercise of the option granted to it in Clause 5.1 above, the Seller shall provide the Purchaser with satisfactory evidence of the Outstanding Nominal Amount of all Purchased Receivables on the date on which the Termination Date is declared. 5.3 The repurchase price ("REPURCHASE PRICE") payable by the Seller if it wishes to execute the option granted to it pursuant to Clause 5.1 above, shall be the Outstanding Nominal Amount of all Purchased Receivables. Such Repurchase Price will be payable in full on the Retransfer Date and shall be deemed to be Collections of such Purchased Receivables. The re-transfer of such Purchased Receivables shall take effect upon receipt of the Repurchase Price by the Purchaser. 5.4 Any repurchase pursuant to this Clause 5 shall be without recourse against or warranty or representation on the part of the Purchaser and at the sole cost and expense of the Seller. This Clause should be added as Clause 5 to the Receivables Purchase Agreement, with Clause 5 becoming clause 6 etc. The other provisions of the Receivables Purchase Agreement and the Servicing Agreement remain unchanged. This letter will be effective as from 22 November 2000. Please countersign this letter if you agree with its content. Yours faithfully, ABN AMRO BANK N.V. (BELGIAN BRANCH) -------------------- -------------------- Name: Name: Title: Title: WE AGREE WITH THE CONTENT OF THIS LETTER LEVI STRAUSS ITALIA SRL _____________________ DATE: NAME TITLE: LEVI STRAUSS & CO. _____________________ DATE: NAME TITLE: TULIP ASSET PURCHASE COMPANY BV _____________________ DATE: NAME TITLE: -8- [LETTERHEAD OF ABN AMRO BANK N.V. (BELGIAN BRANCH)] To: LEVI STRAUSS CONTINENTAL S.A. Avenue Arnaud Fraiteur 15-23 1050 Brussels Belgium LEVI STRAUSS & CO. 1155 Battery Street San Francisco CA 94120 USA TULIP ASSET PURCHASE COMPANY BV Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands 28 December 2000 Dear Sirs, EUROPEAN SECURITISATION We refer to: o a Receivables Purchase Agreement dated 29 February 2000 and made between yourselves as Seller, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "RECEIVABLES PURCHASE AGREEMENT"); and o a Servicing Agreement dated 29 February 2000 and made between yourselves as Servicer, Levi Strauss & Co. as Parent and ourselves as Purchaser (the "SERVICING AGREEMENT"). We are hereby adding the following Clause to the Receivables Purchase Agreement: 5. CLEAN-UP CALL 5.1 On any Collection Payment Date after the occurrence of a Termination Date (the "RETRANSFER DATE"), the Seller shall be entitled, at its option, on giving not less than 5 days' prior notice to the Purchaser, to repurchase all outstanding Purchased Receivables if, on such Retransfer Date, the Outstanding Nominal Amount of all Purchased Receivables is less than 15% of the Outstanding Nominal Amount of all Purchased Receivables at the date on which the Termination Date is declared. 5.2 For the purpose of Clause 5.1 above, upon exercise of the option granted to it in Clause 5.1 above, the Seller shall provide the Purchaser with satisfactory evidence of the -9- Outstanding Nominal Amount of all Purchased Receivables on the date on which the Termination Date is declared. 5.3 The repurchase price ("REPURCHASE PRICE") payable by the Seller if it wishes to execute the option granted to it pursuant to Clause 5.1 above, shall be the Outstanding Nominal Amount of all Purchased Receivables. Such Repurchase Price will be payable in full on the Retransfer Date and shall be deemed to be Collections of such Purchased Receivables. The re-transfer of such Purchased Receivables shall take effect upon receipt of the Repurchase Price by the Purchaser. 5.4 Any repurchase pursuant to this Clause 5 shall be without recourse against or warranty or representation on the part of the Purchaser and at the sole cost and expense of the Seller. This Clause should be added as Clause 5 to the Receivables Purchase Agreement, with Clause 5 becoming clause 6 etc. The other provisions of the Receivables Purchase Agreement and the Servicing Agreement remain unchanged. This letter will be effective as from 22 November 2000. Please countersign this letter if you agree with its content. Yours faithfully, ABN AMRO BANK N.V. (BELGIAN BRANCH) -------------------- -------------------- Name: Name: Title: Title: WE AGREE WITH THE CONTENT OF THIS LETTER LEVI STRAUSS CONTINENTAL S.A. _____________________ DATE: NAME TITLE: LEVI STRAUSS & CO. _____________________ DATE: NAME TITLE: LEVI STRAUSS ITALIA SRL _____________________ DATE: NAME TITLE: -10-