Exhibit 10.111a
Tiffany & Co.
AMENDMENT
TO
AGREEMENT MADE 12TH JUNE 1993
This Amendment is made to that certain Agreement made the 12th day of June, 1993
by and between (i) Tiffany & Co. Japan Inc. (formerly known as Tiffany-Japan
(Delaware) Inc.) ("Tiffany-Japan"), a corporation organized and existing under
the laws of the State of Delaware with its Japan branch offices at
Ohtemachi-Tatemono Aoyama Bldg. 10th Floor, 3-1-31, Minami-Aoyama, Minato-ku,
Tokyo 107-0062, Japan, (ii) Tiffany and Company ("Tiffany"), a corporation
organized and existing under the laws of the State of New York with its
executive offices at 727 Fifth Avenue, New York, NY 10022, United States of
America and (iii) Mitsukoshi Limited ("Mitsukoshi"), a corporation organized and
existing under the laws of Japan with its executive offices at 4-1, Nihonbashi
Muromachi, 1-chome, Chuo-Ku, Tokyo 103-8001, Japan (the "93 Agreement").
IT IS HEREBY AGREED THAT:
Except as expressly amended below, the 93 Agreement shall continue to have full
force and effect pursuant to the terms and conditions set forth in the 93
Agreement and those set forth in that certain letter agreement dated September
2, 1997;
The Agreement dated February 23, 1996 by and between the parties hereto with
respect to the Ginza Store (the "Flagship Store Agreement") shall not be
affected or amended in any manner by this document, and the Flagship Store
Agreement shall continue to have full force and effect pursuant to the terms and
conditions set forth in the Flagship Store Agreement; and
The 93 Agreement be and hereby is amended as follows, all such amendments to be
effective as of September 1, 1998:
A. The defined term "New York Retail Price" is deleted from Article I of the
93 Agreement in its entirety and replaced with following new definition:
"New York Retail Price" means the price in U.S. dollars, estimated by
Tiffany-Japan in good faith after consultation with Tiffany, at which
an item of Tiffany Merchandise would be offered for sale to retail
customers by Tiffany at Tiffany's Fifth Avenue store in New York City
at the time in question.
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B. The defined term "Base Percentage" is deleted from Article I of the 93
Agreement in its entirety and replaced with the following new definition:
"Base Percentage" means the applicable percentage of Net Sales for the
month in question, as listed below:
(i) 23% for items of Tiffany Merchandise each having a
New York Retail Price of less than U.S.$60,000;
(ii) 19% for items of Tiffany Merchandise each having a
New York Retail Price equal to or greater than
U.S.$60,000 but less than U.S.$80,000;
(iii) 16% for items of Tiffany Merchandise each having a
New York Retail Price equal to or greater than
U.S.$80,000; and
(iv) 5% for items of Fine Merchandise, regardless of the
New York Retail Price.
C. The following new Section 6.3.2 is hereby added to Article VI of the 93
Agreement:
6.3.2 From time to time Tiffany-Japan shall provide to each Host
Store a list of all Tiffany Merchandise available at such Host
Store having a Base Percentage lower than 23%. Such list shall
contain the following information for all such items of
Tiffany Merchandise: the product description, the
stock-keeping number, the Current Retail Price and the
applicable Base Percentage.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT TO THE 93 AGREEMENT
EFFECTIVE AS OF SEPTEMBER 1, 1998.
MITSUKOSHI LIMITED
("Mitsukoshi")
By: -------------------------------
Name:
Title:
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TIFFANY AND COMPANY
("Tiffany")
By: ----------------------------------
Name:
Title:
TIFFANY & CO. JAPAN, INC.
("Tiffany-Japan")
By: -----------------------------------
Name:
Title:
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