Increase Supplement to Credit Agreement among Tiffany & Co., Lenders, and The Bank of New York (October 27, 2006)

Summary

This agreement is an Increase Supplement to a Credit Agreement originally dated July 20, 2005, between Tiffany & Co., its affiliates, several lenders, and The Bank of New York as Administrative Agent. The supplement increases the total Core Currency loan commitments from the lenders to $369.5 million, with each lender's new commitment specified. The agreement becomes effective once all parties sign, required corporate documents and legal opinions are provided, and a fee is paid. Tiffany & Co. confirms that no default exists at the time of this increase.

EX-10.146.A 3 y32170exv10w146wa.txt EX-10.146.A: INCREASE SUPPLEMENT Exhibit 10.146a Tiffany & Co. Report of Form 10-K EXECUTION COPY TIFFANY & CO. INCREASE SUPPLEMENT INCREASE SUPPLEMENT, dated as of October 27, 2006, to the Credit Agreement, dated as of July 20, 2005, among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the other Borrowers party thereto, the Lenders party thereto, and The Bank of New York, as Administrative Agent (as amended and in effect on the date hereof, the "Credit Agreement"). Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 1. Pursuant to Section 2.7(c) of the Credit Agreement, the Parent hereby requests each Lender to increase its Core Currency Commitment as more specifically set forth below such that, immediately after giving effect to this Increase Supplement, the Aggregate Core Currency Commitments shall be $369,500,000 and the Aggregate Individual Currency Commitments shall remain at $80,500,000. 2. Upon the effectiveness of this Increase Supplement, each of the Lenders shall be deemed to have increased its Core Currency Commitment as follows:

3. Upon the effectiveness of this Increase Supplement, Exhibits A-1 and A-2 attached hereto shall replace Exhibits A-1 and A-2 to the Credit Agreement. TIFFANY & CO. INCREASE SUPPLEMENT 4. This Increase Supplement shall become effective upon receipt by the Administrative Agent of: a) a copy of this Increase Supplement executed by the Parent, Tiffany, Tiffany International, the Administrative Agent, and each Lender; b) a certificate, dated the effective date of this Increase Supplement, of the Secretary or Assistant Secretary of each of the Parent, Tiffany and Tiffany International (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing all necessary corporate action (in form and substance reasonably satisfactory to the Administrative Agent) taken by it to authorize the transactions contemplated by this Increase Supplement, and stating that such resolutions have not been amended, modified or revoked and are in full force and effect, (ii) attaching a true and complete copy of its organizational documents (or stating that no amendment or modification has been made to its organizational documents since July 20, 2005), and (iii) setting forth the incumbency of its officer(s) who may sign this Increase Supplement, including therein a signature specimen of such officer(s); c) an opinion of Karen L. Sharp, corporate counsel to the Parent, Tiffany and Tiffany International, dated the effective date of this Increase Supplement, in form and substance reasonably satisfactory to the Administrative Agent; and d) a fee for the account of each Lender in an amount equal to three basis points (0.03%) of the amount of the increase in such Lender's Core Currency Commitment as shown in Paragraph 2 above. 5. Upon the effectiveness of this Increase Supplement, each Lender shall be deemed to have entered into a master assignment and acceptance agreement with respect to its Core Currency Commitment and outstanding Revolving Loans, whereupon each Lender shall make the necessary payment to the Administrative Lender to reflect the assignment to it of Revolving Loans, in each case as contemplated by Section2.7(c)(C) of the Credit Agreement. 6. Each Borrower shall compensate each Lender in accordance with Section 3.5 of the Credit Agreement for all reasonable losses, expenses and liabilities incurred by such Lender as a result of the increases contemplated herein. 7. The Parent hereby represents and warrants to the Administrative Agent and each Lender that, at the time of and immediately after giving effect to this Increase Supplement, no Default or Event of Default shall have occurred and be continuing. [signature pages follow] 2 TIFFANY & CO. INCREASE SUPPLEMENT IN WITNESS WHEREOF, this Increase Supplement has been executed and delivered as of the day and year first above written. TIFFANY & CO. By: /s/ James N. Fernandez ------------------------------------ Name: James N. Fernandez Title: Executive Vice President Chief Financial Officer TIFFANY AND COMPANY By: /s/ Patrick B. Dorsey ------------------------------------ Name: Patrick B. Dorsey Title: Senior Vice President Secretary and General Counsel TIFFANY & CO. INTERNATIONAL By: /s/ Patrick B. Dorsey ------------------------------------ Name: Patrick B. Dorsey Title: Vice President TIFFANY & CO. INCREASE SUPPLEMENT THE BANK OF NEW YORK, as Administrative Agent By: /s/ Erin Morrissey --------------------------------- Name: Erin Morrissey Title: Assistant Vice President TIFFANY & CO. INCREASE SUPPLEMENT THE BANK OF NEW YORK By: /s/ Erin Morrissey --------------------------------- Name: Erin Morrissey Title: Assistant Vice President TIFFANY & CO. INCREASE SUPPLEMENT ABN AMRO BANK N.V. By: /s/ Ronald C. Spurga --------------------------------- Name: Ronald C. Spurga Title: Vice President By: /s/ Frederick G. Jennings --------------------------------- Name: Frederick G. Jennings Title: Vice President TIFFANY & CO. INCREASE SUPPLEMENT BANK OF AMERICA, N.A. By: /s/ John Pocalyko --------------------------------- Name: John Pocalyko Title: Senior Vice President TIFFANY & CO. INCREASE SUPPLEMENT HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ Kyu Hwang --------------------------------- Name: Kyu Hwang Title: Senior Vice President TIFFANY & CO. INCREASE SUPPLEMENT JPMORGAN CHASE BANK, N.A. By: /s/ Helene P. Sprung --------------------------------- Name: Helene P. Sprung Title: Senior Vice President TIFFANY & CO. INCREASE SUPPLEMENT MIZUHO CORPORATE BANK, LTD. By: /s/ Bertram H. Tang --------------------------------- Name: Bertram H. Tang Title: Senior Vice President & Team Leader TIFFANY & CO. INCREASE SUPPLEMENT U.S. BANK, NATIONAL ASSOCIATION By: /s/ Gregory L. Dryden --------------------------------- Name: Gregory L. Dryden Title: Senior Vice President TIFFANY & CO. INCREASE SUPPLEMENT WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ John J. Langan --------------------------------- Name: John J. Langan Title: Vice President TIFFANY EXHIBIT A-1 LIST OF CORE CURRENCY COMMITMENTS

- ---------- (1) Includes for each Lender its Core Currency Commitment and the Individual Currency Commitments of such Lender and its branch offices and affiliates. TIFFANY & CO. INCREASE SUPPLEMENT TIFFANY EXHIBIT A-2 LIST OF INDIVIDUAL CURRENCY COMMITMENTS AUSTRALIAN DOLLARS Lender Individual Currency Commitment $0 CANADIAN DOLLARS Lender Individual Currency Commitment ABN AMRO Bank N.V, Canada Branch $9,000,000 Bank of America, N.A., Canada Branch $9,000,000 HSBC Bank USA, National Association, Canada Branch $9,000,000 U.S. Bank, National Association, Canada Branch $9,000,000 EUROS (FRANCE) Lender Individual Currency Commitment ABN AMRO Bank N.V. $5,000,000 JPMorgan Chase Bank, N.A. $5,000,000 EUROS (ITALY) Lender Individual Currency Commitment JPMorgan Chase Bank, N.A. $4,000,000 HONG KONG DOLLARS Lender Individual Currency Commitment

TIFFANY & CO. INCREASE SUPPLEMENT Mizuho Corporate Bank, Ltd $7,000,000 KOREAN WON Lender Individual Currency Commitment The Bank of New York $5,000,000 MACAU PATACAS Lender Individual Currency Commitment The Hongkong and Shanghai Banking Corporation Limited, Macau Branch $6,500,000 MEXICAN PESOS Lender Individual Currency Commitment Bank of America, N.A. (for Loans to Tiffany and Tiffany International only) $4,000,000 Bank of America, N.A., acting through Bank of America Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Bank of America (for Loans to Tiffany & Co. Mexico, S.A. de C.V. only) NEW TAIWAN DOLLARS Lender Individual Currency Commitment The Bank of New York $2,000,000 SINGAPORE DOLLARS Lender Individual Currency Commitment The Bank of New York $1,000,000

TIFFANY & CO. INCREASE SUPPLEMENT SOUTH AFRICAN RAND Lender Individual Currency Commitment Wachovia Bank, National Association $0 SWISS FRANCS Lender Individual Currency Commitment U.S. Bank, National Association $2,500,000 Wachovia Bank, National Association $2,500,000