Exhibit 10.122e
TIFFANY & CO.
REPORT ON FORM 10-K
AMENDMENT NO. 4 TO GUARANTEE
This Amendment No. 4 to that certain Guarantee, dated April 3, 1996, as
amended by Amendment No. 1, dated as of November 18, 1998, Amendment No. 2,
dated October 15, 1999 and Amendment No. 3, dated July 16, 2002 (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 9th day of December, 2005.
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)(vi) of the Guarantee is hereby deleted in its entirety and
replaced with the following:
"(vi) Indebtedness of Subsidiaries of the Guarantor, which may be
guaranteed by the Guarantor, incurred solely for the purpose of
repatriating dividends from foreign subsidiaries to Tiffany & Co.
International, a wholly-owned subsidiary of the Guarantor, as
permitted by the American Jobs Creation Act of 2004 in an aggregate
principal amount not to exceed US$100,000,000 or the local currency
equivalent thereof (as amended, supplemented or otherwise modified
from time to time); and
(vii) Any other Indebtedness of Subsidiaries of the Guarantor not
otherwise permitted under sub-sections (i) through (vi) above up to
the maximum aggregate principal amount outstanding at any one time of
US$25,000,000 or the local currency equivalent thereof."
2. Section 13 of the Guarantee is hereby amended by adding a sub-section
(r) at the end of such Section as follows:
"As soon as practicable, but not later than one hundred and
twenty (120) days after the end of each of its fiscal years, the
Guarantor shall deliver to the Lender a schedule of all outstanding
Indebtedness permitted under Section 13(m)(vi) of this 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 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. 4 to be duly executed as of the
date first written above.
TIFFANY & CO. JAPAN INC., Japan Branch
By: /s/ Michael W. Connolly
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TIFFANY & CO.
By: /s/ Michael W. Connolly
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AMERICAN FAMILY LIFE ASSURANCE COMPANY
OF COLUMBUS, Japan Branch
By: /s/ Yuji Arai
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Yuji Arai
Senior Vice President
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