Exhibit 99
Report on Form 8-K
AMENDMENT NO. 2 TO GUARANTEE
This Amendment No. 2 to that certain Guarantee, dated April 3, 1996, as
amended by Amendment No. 1 thereto, dated as of November 18, 1998 (The
"Guarantee"), in respect of certain obligations of Tiffany & Co. Japan Inc.,
Japan Branch ("Borrower"), to American Family Life Assurance Company of
Columbus, Japan Branch ("Lender"), is made as of this 15 day of October, 1999.
RECITALS
WHEREAS, Borrower desires to refinance certain outstanding Japanese Yen
bank debt by entering into a (Y)5,500,000,000 lending facility with The Fuji
Back, Ltd., which is expected to bear interest at the Yen Libor rate plus 50
basis points, adjustable semi-annually, with final maturity of five years from
the date of the initial drawdown (the "Fuji Facility");
WHEREAS, Tiffany & Co. ("Guarantor") would guarantee Borrower's obligations
under the Fuji Facility;
WHEREAS, because the Fuji Facility is a variable-rate lending arrangement,
Guarantor and Borrower desire to enter into an interest rate swap transaction
with The Chase Manhattan Bank in the notional amount of up to (Y)5.5 Billion
whereby Borrower would pay a fixed rate of interest on the notional amount on a
semi-annual basis in exchange for the receipt of variable-rate payments on the
same dates (the "Interest Rate Swap Arrangement"); and
WHEREAS, Guarantor and Borrower believe that the Interest Rate Swap
Arrangement is complimentary to their businesses and is for the sole purpose of
managing and protecting against Borrower's exposure to interest rate
fluctuations under the Fuji Facility.
AGREEMENT
Except as otherwise provided herein capitalized terms used herein which are
not defined herein shall have the meanings set forth in the Guarantee.
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Guarantor and Lender
hereby agree as follows:
1. Section 13(m)(iv) of the Guarantee is hereby amended to delete in its
entirety and to replace it with the following:
"(iv) Indebtedness of the Borrower, which Indebtedness may be
guaranteed by the Guarantor and/or Tiffany International; and"
2. Lender acknowledges and agrees that the Interest Rate Swap Arrangement
is a permissible Derivative Transaction under the terms of Section 13(n) of the
Guarantee.
3. This Amendment shall become effective immediately upon the signature by
each of Borrower, Guarantor and Lender. In all other respects, the Agreement and
the Guarantee shall remain in full force and effect.
4. Each of Borrower and Guarantor hereby (a) reaffirms and admits the
validity, enforceability and continuation of the Agreement and the Guarantee and
(b) agrees and admits that as of the date hereof it has no valid defenses to or
offsets against any of their respective obligations thereunder.
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 charge.
6. This Amendment shall be governed by and interpreted in accordance with
the laws of Japan and hereby incorporates the provisions of Sections 16(a) and
16(b) of the Guarantee.
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The parties have caused this Amendment No. 2 to be duly executed as of the
date first written above.
TIFFANY & CO. JAPAN INC., Japan Branch
By: /s/ James N. Fernandez
________________________________________
Name: James N. Fernandez
Title:Vice President
TIFFANY & CO.
By: /s/ James N. Fernandez
________________________________________
Name: James N. Fernandez
Title:Executive Vice President-
Chief Financial Officer
AMERICAN FAMILY LIFE ASSURANCE COMPANY OF
COLUMBUS, Japan Branch
By: /s/ Hitoshi Une
________________________________________
Name: Hitoshi Une
Title: Executive Vice President
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