Amendment No. 3 to Credit Agreement among Tiffany & Co., Subsidiaries, and Lenders

Summary

This amendment updates the existing Credit Agreement originally dated November 5, 2001, between Tiffany & Co., its subsidiaries, and several lenders, with The Bank of New York as Administrative Agent. The main change increases the borrowing limit in Section 8.8 from $200 million to $300 million. The amendment becomes effective once all required parties sign. All other terms of the original agreement remain in effect, and the parties reaffirm their obligations. The agreement is governed by New York law.

EX-10.130.D 3 y07158exv10w130wd.txt AMENDMENT NO. 3 TO CREDIT AGREEMENT Exhibit 10.130d Tiffany & Co. Report on Form 10-K TIFFANY & CO. AMENDMENT NO. 3 AMENDMENT NO. 3 (this "Amendment"), dated as of January 27, 2005, to the Credit Agreement, dated as of November 5, 2001, by and 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 by Amendment No. 1, dated as of April 12, 2002, and Amendment No. 2, dated as of June 30, 2003, the "Credit Agreement"). Except as otherwise provided herein, capitalized terms used herein which are not defined herein shall have the meanings set forth in the Credit Agreement. In consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the Credit Agreement, the Parent, the Borrowers and the Administrative Agent hereby agree as follows: 1. Section 8.8 of the Credit Agreement is hereby amended by deleting the amount "$200,000,000" referred to in clause (iii) thereof and replacing it with the amount "$300,000,000". 2. This Amendment shall become effective immediately upon receipt by the Administrative Agent of this Amendment executed by a duly authorized officer or officers of the Parent, the Borrowers, the Required Lenders and the Administrative Agent. 3. Except as amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect. 4. In order to induce the Administrative Agent to execute this Amendment and the Required Lenders to consent hereto, the Parent and the Borrowers each hereby (a) certifies that, on the date hereof and immediately before and after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement are and will be true and correct in all respects, (b) certifies that, immediately before and after giving effect to this Amendment, no Default or Event of Default exists or will exist under the Loan Documents, and (c) agrees to pay the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment. 4. Each of the Parent and the Borrowers hereby (a) reaffirms and admits the validity, enforceability and continuation of all the Loan Documents to which it is a party and its obligations thereunder, (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations under the Loan Documents to which it is a party and each of the Guarantors hereby consents to this Agreement and (c) in its capacity as a Guarantor, consents to this Amendment. 5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. 6. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. [Signature pages follow] 2 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT The parties have caused this Amendment to be duly executed as of the date first written above. TIFFANY & CO., a Delaware corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Executive Vice President and Chief Financial Officer TIFFANY AND COMPANY, a New York corporation By: /s/ Patrick B. Dorsey ------------------------------------- Name: Patrick B. Dorsey Title: Senior Vice President, General Counsel and Secretary TIFFANY & CO. INTERNATIONAL, a Delaware corporation By: /s/ Patrick B. Dorsey ------------------------------------- Name: Patrick B. Dorsey Title: Vice President and Secretary SOCIETE FRANCAISE POUR LE DEVELOPMENT DE LA PORCELAINE D'ART (S.A.R.L.), a French corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Authorized Signatory TIFFANY & CO. ITALIA S.P.A., an Italian corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Attorney in Fact TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT TIFFANY & CO. JAPAN INC., a Delaware corporation By: /s/ Patrick B. Dorsey ------------------------------------- Name: Patrick B. Dorsey Title: Vice President and Secretary TIFFANY & CO. PTE., LTD., a Singapore corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Authorized Signatory TIFFANY & CO., a United Kingdom corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Chief Financial Officer TIFFANY & CO. WATCH CENTER AG, a Swiss corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Authorized Signatory TIFFANY KOREA LTD., a Korean corporation By: /s/ James N. Fernandez ------------------------------------ Name: James N. Fernandez Title: Chief Financial Officer 4 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT TIFFANY & CO. MEXICO, S.A. de C.V., a Mexican corporation By: /s/ James N. Fernandez ------------------------------------- Name: James N. Fernandez Title: Vice President TIFFANY & CO. OF NEW YORK LIMITED, a Hong Kong corporation By: /s/ James N. Fernandez ------------------------------------ Name: James N. Fernandez Title: Attorney by a Power of Attorney SINDAT LIMITED, a Hong Kong corporation By: /s/ James N. Fernandez ------------------------------------ Name: James N. Fernandez Title: Attorney by a Power of Attorney THE BANK OF NEW YORK, as Administrative Agent /s/ Johna M. Fidanza ------------------------------------------ Johna M. Fidanza Vice President 5 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: THE BANK OF NEW YORK, individually /s/ Johna M. Fidanza - ------------------------- Johna M. Fidanza Vice President 6 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: ABN AMRO BANK N.V. By: /s/ Ronald C. Spurga -------------------------------- Name: Ronald C. Spurga Title: Vice President /s/ Frederick G. Jennings Frederick G. Jennings Vice President 7 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: JPMORGAN CHASE BANK, N.A. By: /s/ Susan H. Atha ----------------------- Name: Susan H. Atha Title: Vice President 8 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: MIZUHO CORPORATE BANK, LTD. By: /s/ Bertram H. Tang -------------------------------------------------- Name: Bertram H. Tang Title: Senior Vice President & Team Leader 9 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: U.S. BANK, NATIONAL ASSOCIATION By: /s/ John Franceschi ------------------------ Name: John Franceschi Title: Vice President 10 TIFFANY & CO. AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AGREED AND CONSENTED TO: FLEET NATIONAL BANK/ FLEET PRECIOUS METALS INC. By: /s/ Anthony J. Capuano ------------------------------------ Name: Anthony J. Capuano Title: Senior Vice President By: /s/ Sharon A. Delfino --------------------------------- Name: Sharon A. Delfino Title: VP. 11