Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2021, Levi Strauss & Co. (the "Company"), Levi Strauss & Co.
(Canada) Inc. ("LS Canada") and certain other subsidiaries of the Company,
entered into a second amendment to its second amended and restated credit
agreement (the "Amendment") with JPMorgan Chase Bank, N.A., as Administrative
Agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A., Toronto Branch,
as Multicurrency Administrative Agent (together with the Administrative Agent,
the "Agents"), the lenders party thereto, which amends the existing Second
Amended and Restated Credit Agreement, dated as of May 23, 2017, as amended by a
Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of
October 23, 2018 (as so amended, the "Existing Credit Agreement," and, as
further amended by the Amendment, the "Restated Credit Agreement") by and among
the Company, LS Canada, the other subsidiaries party thereto, the Agents, the
lenders party thereto, and the other financial institutions and arrangers party
thereto.
The Restated Credit Agreement modifies certain terms of the Existing Credit
Agreement including (i) extending the term of the agreement to January 2026 and
(ii) reducing the letter of credit sublimit from $350,000,000 to $150,000,000.
Other terms of the Existing Credit Agreement, as described in our Annual Report
on Form 10-K filed on January 30, 2020, (including, without limitation,
guarantees and security, covenants, events of default), have not been materially
changed as a result of the Restated Credit Agreement and remain in full force
and effect.
The foregoing does not constitute a complete summary of the terms of the
Restated Credit Agreement and reference is made to the complete text of the
governing document, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as
of January 5, 2021, by and among the Company, LS Canada, certain other
subsidiaries of the Company party thereto, the Agents, and the other
financial institutions, agents and arrangers party thereto.
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