BETWEENLease Agreement • September 29th, 2005 • Tiffany & Co • Retail-jewelry stores • New Jersey
1. AUTHORIZATION OF NOTES...................................................... ............................1 2. SALE AND PURCHASE OF NOTES.................... ..........................................................1 3. CLOSING............Note Purchase Agreement • February 13th, 2009 • Tiffany & Co • Retail-jewelry stores • Nebraska
AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Amendment"), dated as of April 12, 2002, to the Credit Agreement, dated as of November 5, 2001, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the other Borrowers party thereto, the...Credit Agreement • June 10th, 2002 • Tiffany & Co • Retail-jewelry stores • New York
Borrower) AddressLoan Agreement • December 14th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
MEMORANDUM OF AGREEMENT Regarding Extension and Amendment of 2001 AgreementMemorandum of Agreement • June 6th, 2007 • Tiffany & Co • Retail-jewelry stores
AGREEMENTAgreement • February 18th, 2009 • Tiffany & Co • Retail-jewelry stores • Tokyo
TIFFANY & CO. (a Delaware corporation)Purchase Agreement • August 6th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
RECITALSStockholder Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
RECITALSRegistration Rights Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
EXECUTION VERSION GUARANTY AGREEMENT THIS GUARANTY AGREEMENT, dated as of April 9, 2009 (as amended or restated from time to time, this "Guaranty"), by Tiffany and Company, a New York corporation, Tiffany & Co. International, a Delaware corporation...Guaranty Agreement • April 13th, 2009 • Tiffany & Co • Retail-jewelry stores • New York
1 Exhibit 10.25 Tiffany & Co. Report on Form 10-K Fiscal 1998 AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT This Agreement was originally made effective the 31st day of December 1989 by and between Tiffany and Company, a New York corporation...Deferred Compensation Agreement • April 8th, 1999 • Tiffany & Co • Retail-jewelry stores
RECITALS:Stock Purchase Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
1 2 1.1 Sale and Purchase of Assets. Subject to the terms and conditions set forth in this Agreement and on the basis of and in reliance upon the representations, warranties, obligations and agreements set forth in this Agreement, Mitsukoshi hereby...Asset Purchase Agreement • April 9th, 1998 • Tiffany & Co • Retail-jewelry stores • Hawaii
8,000,000 SharesPurchase Agreement • December 7th, 2004 • Tiffany & Co • Retail-jewelry stores • New York
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 31st, 2006 • Tiffany & Co • Retail-jewelry stores
TIFFANY & CO. (a Delaware corporation)u.s. Purchase Agreement • January 7th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
TIFFANY & CO.International Purchase Agreement • January 7th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
by and amongCredit Agreement • December 10th, 1997 • Tiffany & Co • Retail-jewelry stores • New York
1 EXHIBIT 99.1 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT DATED the 16th day of July, 1999 BETWEEN: TIFFANY & CO. INTERNATIONAL, a corporation incorporated under the laws of the State of Delaware (the "Purchaser")Private Placement Subscription Agreement • July 27th, 1999 • Tiffany & Co • Retail-jewelry stores • British Columbia
Exhibit 10.128b MEMORANDUM OF AGREEMENT Regarding Extension of 2001 Agreement (i) Tiffany & Co. Japan, Inc. ("Tiffany-Japan"), a corporation organized and existing under the laws of the State of Delaware with its Japan branch offices at 3-1-31,...Memorandum of Agreement • February 1st, 2008 • Tiffany & Co • Retail-jewelry stores
AMENDMENT NO. 1 --------------- AMENDMENT NO. 1 (this "Amendment"), dated as of March 18, 2009, to the Credit Agreement, dated as of July 20, 2005, among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the other Borrowers party...Credit Agreement • March 23rd, 2009 • Tiffany & Co • Retail-jewelry stores • New York
AMENDMENT NO. 9 AMENDMENT NO. 9 (this "Amendment"), dated as of July 15, 1999, to the Credit Agreement, dated as of June 26, 1995, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, the Subsidiary Borrowers party thereto,...Credit Agreement • April 7th, 2000 • Tiffany & Co • Retail-jewelry stores • New York
ARTICLE TWO REPRESENTATIONS AND WARRANTIES OF THE SELLERSStock Purchase Agreement • August 15th, 2002 • Tiffany & Co • Retail-jewelry stores • New York
RECITALS --------Note Purchase and Private Shelf Agreement • June 2nd, 2009 • Tiffany & Co • Retail-jewelry stores • New York
ARTICLE I PRELIMINARY STATEMENTConstruction Agency Agreement • September 18th, 1995 • Tiffany & Co • Retail-jewelry stores • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2014 • Tiffany & Co • Retail-jewelry stores • New York
This Agreement is made pursuant to the Purchase Agreement, dated September 22, 2014 (the “Purchase Agreement”), by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the Initial Purchasers (the “Representatives”). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 2 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of September 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), or the applicable Supplemental Indenture, dated as of September 25, 2014, among the Company, the Guarantors
Exhibit 10.139d CASH INCENTIVE AWARD AGREEMENT AGREEMENT made effective February 1, 2010 by and among Tiffany & Co., a Delaware corporation (the "Company"), Tiffany and Company, the New York subsidiary corporation of the Company ("Tiffany") and *...Cash Incentive Award Agreement • March 25th, 2010 • Tiffany & Co • Retail-jewelry stores • New York
Exhibit 10.49a Corrected Version INDEMNITY AGREEMENT ------------------- This Agreement is made as of the _______ day of March, 2005 between TIFFANY & CO., a Delaware corporation (the "Corporation") and the undersigned (the "Indemnitee"), with...Indemnity Agreement • May 23rd, 2005 • Tiffany & Co • Retail-jewelry stores • Delaware
ContractGuaranty Agreement • December 23rd, 2011 • Tiffany & Co • Retail-jewelry stores • New York
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • July 27th, 2012 • Tiffany & Co • Retail-jewelry stores • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of July 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by Tiffany and Company, a New York corporation, Tiffany & Co. International, a Delaware corporation and Tiffany & Co. Japan Inc., a Delaware corporation (together with their respective successors and assigns, the “Guarantors”) is in favor of each of the Noteholders (as such term is hereinafter defined).
Exhibit 10.49 INDEMNITY AGREEMENT This Agreement is made as of the day of March, 2005 between TIFFANY & CO., a Delaware corporation (the "Corporation") and the undersigned (the "Indemnitee"), with reference to the following facts: A. The Indemnitee is...Indemnification Agreement • March 16th, 2005 • Tiffany & Co • Retail-jewelry stores • Delaware
FIVE YEAR CREDIT AGREEMENT Dated as of October 25, 2018 among TIFFANY & CO., THE OTHER BORROWERS PARTY HERETO, MUFG BANK, LTD., as Administrative Agent, BANK OF AMERICA, N.A., CITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, and HSBC BANK USA, N.A., as...Credit Agreement • October 31st, 2018 • Tiffany & Co • Retail-jewelry stores • New York
THREE YEAR CREDIT AGREEMENT by and among TIFFANY & CO., TIFFANY AND COMPANY, TIFFANY & CO. INTERNATIONAL, TIFFANY & CO. JAPAN INC., THE OTHER BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, ABN AMRO BANK N.V. and STANDARD CHARTERED BANK, as...Credit Agreement • December 23rd, 2011 • Tiffany & Co • Retail-jewelry stores • New York
THREE YEAR CREDIT AGREEMENT, dated as of December 21, 2011, by and among TIFFANY & CO., a Delaware corporation (the “Parent”), TIFFANY AND COMPANY, a New York corporation (“Tiffany”), TIFFANY & CO. INTERNATIONAL, a Delaware corporation (“Tiffany International”), TIFFANY & CO. JAPAN INC., a Delaware corporation (“Tiffany Japan”), each other Subsidiary of the Parent that is a Borrower and is a signatory hereto or becomes a Borrower pursuant to the provisions of Section 2.10, the Lenders party hereto, and THE BANK OF NEW YORK MELLON (“BNY Mellon”), as Administrative Agent (in such capacity, the “Administrative Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 1st, 2016 • Tiffany & Co • Retail-jewelry stores • New York
Page 1. AUTHORIZATION OF NOTES 1 2. SALE AND PURCHASE OF NOTES 1 3. CLOSING 2 4. CONDITIONS TO CLOSING 2 4.1. Representations and Warranties 2 4.2. Performance; No Default 2 4.3. Compliance Certificates 3 4.4. Opinions of Counsel 3 4.5. Purchase Permitted By Applicable Law, etc. 3 4.6 Payment of Fees 4 4.7. Private Placement Numbers 4 4.8. Changes in Corporate Structure 4 4.9. Funding Instructions 4 4.10. Proceedings and Documents 4 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 4 5.1. Organization; Power and Authority 4 5.2. Authorization, etc. 5 5.3 Disclosure 5 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates 5 5.5. Financial Statements 6 5.6. Compliance with Laws, Other Instruments, etc. 6 5.7. Governmental Authorizations, etc. 7 5.8 Litigation; Observance of Agreements, Statutes and Orders 7 5.9 Taxes 7 5.10. Title to Property; Leases 8 5.11. Licenses, Permits, etc. 8 5.12. Compliance with ERISA 8 5.13.
Form of Retention Agreement, Effective September 20, 2018] [Tiffany & Co. Letterhead] [Insert Date]Retention Agreement • September 26th, 2018 • Tiffany & Co • Retail-jewelry stores • New York
This Agreement will provide you with certain payments and benefits should you incur an Involuntary Termination after a Change in Control Date.
