Exhibit 10.122f
Tiffany & Co.
Report on Form 10-K
AMENDMENT NO. 5 TO GUARANTEE
This Amendment No. 5 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, Amendment No. 3, dated July 16, 2002, and Amendment No.
4, dated December 9, 2005 (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 31st
day of May, 2006.
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(n) of the Guarantee is hereby deleted in its entirety and
replaced with the following:
"(n) The Guarantor will not, and will not permit any consolidated
Subsidiary to, enter into any Derivative Transactions other than (i)
Derivative Transactions (other than equity or equity index swaps,
equity or equity index options and bond options) which are
complementary to the business of the Guarantor and its consolidated
Subsidiaries and are for the sole purpose of managing and protecting
against the Guarantor's, or the consolidated Subsidiary's (as the case
may be) exposure to interest rate, currency and/or commodity price
fluctuations and (ii) equity or equity index swaps, equity or equity
index options and bond options which are related solely to equity
stock or bonds issued by the Guarantor or bonds issued by any
consolidated Subsidiary."
2. Section 13 of the Guarantee is further amended by deleting the definition
of "Derivative Transactions" in its entirety and replacing it with the following
new definition:
"Derivative Transactions" shall mean, (a) any transaction
(including an agreement with respect thereto) by the Guarantor or any
of its consolidated Subsidiaries which is a rate swap transaction,
basis swap, forward rate transaction, forward contract, commodity
swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option
with respect to any of these transactions) and (b) any combination of
any of these transactions."
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. 5 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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