8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): February 28, 2007

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	333-36234	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

(415) 501-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

ITEM 1.01   Entry into Material Definitive Agreement.

Entry into commitment letter re new senior unsecured term loan

On February 28, 2007, we entered into a binding commitment with Bank of America, N.A. (“BofA”), Banc of America Securities LLC (“BAS”) and Goldman Sachs Credit Partners L.P. (“GSCP”), pursuant to which BofA will act as administrative agent and BAS and GSCP will act as joint lead arrangers and bookrunning managers, with respect to a new seven-year $325.0 million senior unsecured term loan facility. We expect, subject to certain conditions, to enter into a definitive term loan agreement with the administrative agent, the joint lead arrangers, their affiliates and other potential lenders in March. The new term loan will bear interest, at our election, at a floating rate of LIBOR plus 225 basis points or the base rate plus 125 basis points.

We intend to use the gross proceeds from the new term loan, plus cash on hand of approximately $69.0 million, to redeem in full our outstanding $380.0 million floating rate senior notes due 2012 and to pay related redemption premiums, transaction fees and expenses. Pursuant to the terms of the indenture relating to the floating rate senior notes, the floating rate senior notes become redeemable on April 1, 2007 at a price of 102% of par. We intend to issue the redemption notice in the near future and to redeem the floating rate senior notes shortly after the notes become redeemable. This current report does not constitute a notice of redemption with respect to the floating rate senior notes. We have obtained a limited waiver from the lenders under our senior secured revolving credit facility to permit us to enter into the new term loan. A copy of the Limited Waiver is attached hereto as Exhibit 99.1.

A copy of the press release relating to the announcement of entry into the commitment letter is attached hereto as Exhibit 99.2. We will file, within the time periods prescribed by the SEC’s rules and regulations, a copy of the definitive new term loan agreement (or, in the event we do not enter into the definitive new term loan agreement, a copy of the commitment letter).

Each of BofA, BAS and GSCP and their respective affiliates have performed certain investment banking and advisory services and general banking and financing services for us from time to time for which they have received customary fees and expenses. BofA is an agent and a lender under our senior secured revolving credit facility. In addition BAS and its affiliate, Banc of America Securities Limited, and Goldman, Sachs & Co., an affiliate of GSCP, have been the initial purchasers in connection with several of our offerings of senior unsecured notes. Each of BofA, BAS and GSCP and their respective affiliates may, from time to time in the future, engage in transactions with and perform services for us in the ordinary course of their business for which they have received, or will receive, customary fees or expenses.

ITEM 9.01.   Financial Statements And Exhibits.

(c)       Exhibits.

99.1	Limited Waiver dated as of March 1, 2007 by and among Levi Strauss & Co., the financial institutions listed therein and Bank of America, N.A. as agent for lenders.
99.2	Press release, dated March 1, 2007, announcing entry into binding commitment re new senior unsecured term loan.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEVI STRAUSS & CO.
DATE: March 2, 2007	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President, Controller

EX-99.1

Exhibit 99.1

March 1, 2007

Lenders under the ABL Credit Agreement (as defined below)
c/o
Bank of America, N.A., as Agent
CA9-513-09-01
55 South Lake Avenue, Suite 900
Pasadena, CA 91101

Attention:	Mr. Michael R. Williamson
	Portfolio Manager

Re: Limited Waiver Relating to Proposed Issuance of Debt

Lenders under the ABL Credit Agreement:

     Reference is made to that certain First Amended and Restated Credit Agreement dated as of May 18, 2006 by and among Levi Strauss & Co., a Delaware corporation (“LS&Co.”), and Levi Strauss Financial Center Corporation, a California corporation (“LSFCC” and, together with LS&Co., the “ABL Borrowers”), the several financial institutions from time to time party thereto (the “Lenders”), the several financial institutions party thereto as Co-Documentation Agents, the financial institution party thereto as Sole Lead Arranger and Sole Book Manager and Bank of America, N.A. as Agent and Sole Syndication Agent (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”; the terms defined therein being used herein as therein defined).

     Under the terms of the Credit Agreement, a number of the restrictions contained in the covenants are not applicable during a Minimum Excess Availability Period and with respect to Capital Markets Transactions. The ABL Borrowers have been presented with an opportunity to refinance certain existing debt securities with unsecured term debt with a lower interest rate and a longer maturity. Though the form of this proposed debt does not technically meet the requirements of a Capital Markets Transaction, the covenants of such debt will be substantially similar to those contained in recent Capital Markets Transactions by LS&Co.

     The ABL Borrowers request that Majority Lenders execute and return a counterpart to this letter, thereby acknowledging that Majority Lenders waive the ABL Borrowers’ compliance with the provisions of Section 7.25 of the Credit Agreement (prohibiting the inclusion of negative pledge provisions in certain agreements) to the extent, and only to the extent, necessary to permit LS&Co. to enter into a loan agreement with respect to approximately $350,000,000 of senior unsecured debt containing covenants (including negative pledge provisions) substantially similar to LS&Co.’s Floating Rate Senior Notes due 2012.

     Without limiting the generality of the provisions of Section 11.1 of the Credit Agreement, the waiver set forth in the foregoing paragraph shall be limited precisely as written and relates solely to the waiver of Section 7.25 described above, and nothing in this letter shall be deemed to (a) constitute a waiver of compliance by the ABL Borrowers with respect to (i) Section 7.25 of the ABL Credit Agreement in any other instance or (ii) any other term, provision or condition of the ABL Credit Agreement or any other instrument or agreement referred to therein or (b) except as expressly set forth in the foregoing paragraph, prejudice any right or remedy that the Agent or any Lender may now have or may have in the future under or in connection with the ABL Credit Agreement or any other instrument or agreement referred to therein. Except as expressly set forth herein, the terms, provisions and conditions of the ABL Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed. This letter shall constitute a Loan Document.

     THIS LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION 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.

     This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. The agreement set forth herein shall become effective as of the date hereof upon the execution of counterparts hereof by the ABL Borrowers and by the Agent and receipt by the ABL Borrowers and the Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[The remainder of this page is intentionally left blank.]

[Signature pages begin on following page]

2

     Each of the Loan Parties other than the Borrowers listed on the signature pages hereof (the “Subsidiary Parties”) hereby acknowledges and agrees that the Subsidiary Guaranty and each of the Collateral Documents (collectively, the “Credit Support Documents”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this letter. Each Subsidiary Party represents and warrants that all representations and warranties contained in the Credit Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof 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.

     Each Subsidiary Party acknowledges and agrees that (i) such Subsidiary Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the limited waiver effected by this letter and (ii) nothing in the Credit Agreement, this letter or any other Loan Document shall be deemed to require the consent of such Subsidiary Party to any future waivers relating to the Credit Agreement.

[Signature pages begin on following page]

EX-99.2

Exhibit 99.2

1155 Battery Street, San Francisco, CA 94111

Investor Contact:
Allison Malkin
Integrated Corporate Relations, Inc.
(203) 682-8200

Media Contact: Jeff Beckman
Levi Strauss & Co.
(415) 501-3317

LEVI STRAUSS & CO. ENTERS INTO COMMITMENT FOR
NEW $325 MILLION SENIOR UNSECURED TERM LOAN
TO BE USED TO REDEEM FLOATING RATE SENIOR NOTES DUE 2012

SAN FRANCISCO (March 1, 2007) — Levi Strauss & Co. (LS&CO.) today announced that it has entered into a binding commitment with Banc of America Securities LLC (“BAS”) and Goldman Sachs Credit Partners L.P. (“GSCP”), as joint lead arrangers and joint book managers, with respect to a new seven-year $325.0 million senior unsecured term loan facility. The company expects, subject to certain conditions, to enter into a definitive term loan agreement with the joint lead arrangers, their affiliates and other potential lenders by mid-March.

The company intends to use the gross proceeds from the new term loan, plus cash on hand of approximately $69.0 million, to redeem in full its outstanding $380.0 million floating rate notes due 2012 and to pay related redemption premiums, transaction fees and expenses. Pursuant to the terms of the indenture relating to the floating rate notes, the floating rate notes become redeemable on April 1, 2007 at a price of 102% of par. The company intends to issue the redemption notice in the near future and to redeem the floating rate notes shortly after the notes become redeemable. This announcement does not constitute a notice of redemption with respect to the floating rate notes.

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2006, especially in the Management’s Discussion and Analysis — “Financial Condition and Results of Operations” and “Risk Factors” sections, our most recent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release. We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

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