Exhibit 99
Report on Form 8-K
AMENDMENT NO. 3 TO GUARANTEE
This Amendment No. 3 to that certain Guarantee, dated April 3, 1996, as
amended by Amendment No. 1, dated as of November 18, 1998 and Amendment No. 2,
dated October 15, 1999 (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 16th
day of July, 2002.
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)(v) of the Guarantee is hereby amended in its entirety and
replaced with the following:
"(v) Indebtedness of up to the maximum aggregate principal amount
of U.S.$500,000,000 arising under that certain Credit Agreement, dated
as of November 5, 2001 (as amended, supplemented or otherwise modified
from time to time), by and among the Guarantor, Tiffany and Company,
Tiffany & Co. International, each other Subsidiary of the Guarantor
that is a Borrower and a signatory thereto or becomes a Borrower
pursuant to the provisions of the Agreement, the Lenders party
thereto, and the Bank of New York, as Administrative Agent (the
"Credit Agreement"). To the extent there is a substitute credit
facility with the same or different group of lenders, the term "Credit
Agreement" shall also reference any agreement (as amended,
supplemented or otherwise modified from time to time, the "Substitute
Credit Agreement") that evidences such substitute credit facility.
2. Section 13 of the Guarantee is hereby amended by adding a provision (q)
at the end of such Section as follows:
"Guarantor shall be permitted to enter into one or more
transactions under a swap arrangement in which each transaction has
been or will be, as the case may be, entered into for the purpose of
managing its borrowings or investments, including interest rate swap
agreements, and not for the purpose of speculation, provided that (i)
any such interest rate swap agreement is not secured by a pledge of
any of Guarantor's assets and (ii) the obligations of the Guarantor
hereunder will rank pari passu as to priority of payment with its
obligations under any such interest rate swap agreement."
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 the 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 charged.
6. This Amendment shall be governed and interpreted in accordance with the
laws of Japan and hereby incorporates the provisions of Sections 16(a) and 16(b)
of the Guarantee.
The parties have caused this Amendment No. 3 to be duly executed as of the
date first written above.
TIFFANY & CO. JAPAN INC., Japan Branch
By: /s/ James N. Fernandez
___________________________________
James N. Fernandez
Title: Vice President
TIFFANY & CO.
By: /s/ James N. Fernandez
___________________________________
James N. Fernandez
Title: Executive Vice President-
Chief Financial Officer
AMERICAN FAMILY LIFE ASSURANCE COMPANY OF
COLUMBUS, Japan Branch
By: /s/ Yuji Arai
__________________________________
Name : Yuji Arai
Title: Vice President
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