1
Exhibit 10.116b
XXXXXXX & CO.
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 Xxxxxxx & Co., Xxxxxxx
and Company, Xxxxxxx & Co. International, the Subsidiary Borrowers party
thereto, the Lenders party thereto and The Bank of New York, as Issuing Bank, as
Swing Line Lender, as Arranging Agent and as Administrative Agent, as amended by
Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of
August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4,
dated as of August 4, 1997, Amendment No. 5, dated as of November 20, 1997,
Amendment No. 6, dated as of October 1, 1998, Amendment No. 7, dated as of
November 30, 1998, and Amendment Xx. 0, xxxxx xx xx Xxxxx 0, 0000 (xx further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").
Except as otherwise provided herein, capitalized terms used herein which
are not defined herein shall have the meanings set forth in the Credit
Agreement.
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the
Credit Agreement, the Parent, the Borrowers and Administrative Agent hereby
agree as follows:
1. Section 8.7 of the Credit Agreement is hereby amended to delete
in its entirety clause (k) appearing at the end thereof and to replace it with
the following:
(k) an Investment not exceeding approximately $75,000,000 in the
common stock of Aber Resources Ltd. in exchange for 8,000,000
shares of such common stock or approximately 15.4% of the
outstanding voting securities of Aber Resources Ltd. on the date
of such Investment and (l) additional Investments in an
aggregate amount not exceeding $5,000,000 or the equivalent
thereof.
2. This Amendment shall become effective immediately upon the
receipt by the Administrative Agent of this Amendment executed by a duly
authorized officer or officers of the Parent, the Borrowers, the Administrative
Agent and the Required Lenders. In all other respects the Credit Agreement and
the other Loan Documents shall remain in full force and effect.
3. In order to induce the Administrative Agent to execute this
Amendment and the Required Lenders to consent hereto, the Parent and the
Borrowers each hereby (a) certifies that, on the date hereof and immediately
before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement are and will be true and correct in
all respects, (b) certifies that, immediately before and after giving effect to
this Amendment, no
2
Default or Event of Default exists or will exists under the Loan Documents, and
(c) agrees to pay the reasonable fees and disbursements of counsel to the
Administrative Agent incurred in connection with the preparation, negotiation
and closing of this Amendment.
4. Each of the Parent and the Borrowers hereby (a) reaffirm and
admit the validity, enforceability and continuation of all the Loan Documents to
which it is a party and its obligations thereunder, and (b) agrees and admits
that as of the date hereof it has no valid defenses to or offsets against any of
its obligations under the Loan Documents to which it is a party.
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 is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
[Signature pages follow]
-2-
3
AMENDMENT NO. 9
The parties have caused this Amendment to be duly executed as of the
date first written above.
XXXXXXX & CO., a Delaware corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX AND COMPANY, a New York corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. INTERNATIONAL, a Delaware
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE LA
PORCELAINE D'ART (S.A.R.L.), a French
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
4
TIFFANY-FARAONE S.P.A., an Italian
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. JAPAN INC., a Delaware
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. PTE, LTD., a Singapore
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO, a United Kingdom corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. WATCH CENTER S.A., a Swiss
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
-4-
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TIFFCO KOREA LTD., a Korean corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. MEXICO, S.A. de C.V., a
Mexican corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
THE BANK OF NEW YORK, as Administrative
Agent
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
-5-
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AMENDMENT NO. 9
AGREED AND CONSENTED TO:
THE BANK OF NEW YORK, individually
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
7
AMENDMENT NO. 9
AGREED AND CONSENTED TO:
THE CHASE MANHATTAN BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
8
AMENDMENT NO. 9
AGREED AND CONSENTED TO:
THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
9
AMENDMENT NO. 9
AGREED AND CONSENTED TO:
THE FUJI BANK, LTD.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
10
AMENDMENT NO. 9
AGREED AND CONSENTED TO:
FLEET NATIONAL BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
FLEET PRECIOUS METALS INC.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
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Exhibit 10.116b
XXXXXXX & CO.
AMENDMENT XX. 00
XXXXXXXXX XX. 00 (this "Amendment"), dated as of October 20, 1999, to
the Credit Agreement, dated as of June 26, 1995, by and among Xxxxxxx & Co.,
Xxxxxxx and Company, Xxxxxxx & Co. International, the Subsidiary Borrowers party
thereto, the Lenders party thereto and The Bank of New York, as Issuing Bank, as
Swing Line Lender, as Arranging Agent and as Administrative Agent, as amended by
Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of
August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4,
dated as of August 4, 1997, Amendment No. 5, dated as of November 20, 1997,
Amendment No. 6, dated as of October 1, 1998, Amendment No. 7, dated as of
November 30, 1998, Amendment No. 8, dated as of March 8, 1999, and Amendment Xx.
0, xxxxx xx xx Xxxx 00, 0000 (xx further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement").
Except as otherwise provided herein, capitalized terms used herein which
are not defined herein shall have the meanings set forth in the Credit
Agreement.
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the
Credit Agreement, the Parent, the Borrowers and Administrative Agent hereby
agree as follows:
1. Section 8.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
8.1. Indebtedness
Create, incur, assume or suffer to exist any Indebtedness, or
permit any of its Subsidiaries so to do, except any one or more of the
following types of Indebtedness: (a) Indebtedness under the Loan
Documents, (b) Indebtedness of the Subsidiaries of the Parent in an
aggregate principal amount not in excess of $35,000,000 at any one time
outstanding, provided that (i) immediately before and after giving
effect to the creation, incurrence or assumption of such Indebtedness no
Default or Event of Default shall or would exist and (ii) if such
Indebtedness is secured, the Lien securing such Indebtedness is
permitted by Section 8.3, (c) Indebtedness set forth on Schedule 8.1 and
any refinancings, extensions and renewals thereof, (d) Intercompany
Debt, (e) Indebtedness of the Parent, provided that immediately before
and after giving effect to the creation, incurrence or assumption of
such Indebtedness no Default or Event of Default shall or would exist,
and (f) Indebtedness of Tiffany Japan (which may be guaranteed by
Tiffany
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and Tiffany International) to be issued in or around October, 1999 in
the maximum aggregate principal amount of Yen 5,500,000,000, which
Indebtedness shall (i) not have a stated maturity prior to September 30,
2004, (ii) not require any amortization prior to September 30, 2003, and
(iii) not contain any terms, covenants or provisions that are more
restrictive than those contained in this Agreement, provided that
immediately before and after giving effect to the creation, incurrence
or assumption of such Indebtedness no Default or Event of Default shall
or would exist.
2. Schedule 8.1 of the Credit Agreement is hereby amended and
restated in its entirety in the form attached hereto.
3. This Amendment shall become effective immediately upon the
receipt by the Administrative Agent of this Amendment executed by a duly
authorized officer or officers of the Parent, the Borrowers, the Administrative
Agent and the Required Lenders. In all other respects the Credit Agreement and
the other Loan Documents shall remain in full force and effect.
4. In order to induce the Administrative Agent to execute this
Amendment and the Required Lenders to consent hereto, the Parent and the
Borrowers each hereby (a) certifies that, on the date hereof and immediately
before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement are and will be true and correct in
all respects, (b) certifies that, immediately before and after giving effect to
this Amendment, no Default or Event of Default exists or will exists under the
Loan Documents, and (c) agrees to pay the reasonable fees and disbursements of
counsel to the Administrative Agent incurred in connection with the preparation,
negotiation and closing of this Amendment.
5. Each of the Parent and the Borrowers hereby (a) reaffirm and
admit the validity, enforceability and continuation of all the Loan Documents to
which it is a party and its obligations thereunder, and (b) agrees and admits
that as of the date hereof it has no valid defenses to or offsets against any of
its obligations under the Loan Documents to which it is a party.
6. 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.
7. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
[Signature pages follow]
-2-
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TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
The parties have caused this Amendment to be duly executed as of the
date first written above.
XXXXXXX & CO., a Delaware corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX AND COMPANY, a New York corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. INTERNATIONAL, a Delaware
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE LA
PORCELAINE D'ART (S.A.R.L.), a French
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
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TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
TIFFANY-FARAONE S.P.A., an Italian
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. JAPAN INC., a Delaware
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. PTE, LTD., a Singapore
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO, a United Kingdom corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
15
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
XXXXXXX & CO. WATCH CENTER S.A., a Swiss
corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
TIFFCO KOREA LTD., a Korean corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
XXXXXXX & CO. MEXICO, S.A. de C.V., a
Mexican corporation
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
THE BANK OF NEW YORK, as Administrative
Agent
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
16
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
AGREED AND CONSENTED TO:
THE BANK OF NEW YORK, individually
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
17
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
AGREED AND CONSENTED TO:
THE CHASE MANHATTAN BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
18
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
AGREED AND CONSENTED TO:
THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
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TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
AGREED AND CONSENTED TO:
THE FUJI BANK, LTD.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
20
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 10
AGREED AND CONSENTED TO:
FLEET NATIONAL BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
FLEET PRECIOUS METALS INC.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
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Schedule 8.1
List of Existing Indebtedness
1. $51,500,000 7.52% Senior Notes due January 31, 2003 of Parent (as
guaranteed by Tiffany, Tiffany International and Tiffany Japan).
2. $10,000,000 unsecured uncommited line of credit provided by The
Bank of New York to Tiffany.
3. Yen 5,000,000,000 4.50% Term Notes due 2011 of Tiffany Japan (as
guaranteed by Parent).
4. $60,000,000 6.90% Senior Notes due 2008 of Parent (as guaranteed
by Tiffany, Tiffany International and Tiffany Japan).
5. $40,000,000 7.05% Senior Notes due 2010 of Parent (as guaranteed
by Tiffany, Tiffany International and Tiffany Japan).
22
Exhibit 10.116b
XXXXXXX & CO.
AMENDMENT XX. 00
XXXXXXXXX XX. 00 (this "Amendment"), dated as of February 14, 2000, to
the Credit Agreement, dated as of June 26, 1995, by and among Xxxxxxx & Co.,
Xxxxxxx and Company, Xxxxxxx & Co. International, the Subsidiary Borrowers party
thereto, the Lenders party thereto and The Bank of New York, as Issuing Bank, as
Swing Line Lender, as Arranging Agent and as Administrative Agent, as amended by
Amendment No. 1, dated as of November 9, 1995, Amendment No. 2, dated as of
August 15, 1996, Amendment No. 3, dated as of January 22, 1997, Amendment No. 4,
dated as of August 4, 1997, Amendment No. 5, dated as of November 20, 1997,
Amendment No. 6, dated as of October 1, 1998, Amendment No. 7, dated as of
November 30, 1998, Amendment No. 8, dated as of March 8, 1999, Amendment No. 9,
dated as of July 15, 1999, and Amendment No. 10, dated as of October 20, 1999
(as further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement").
Except as otherwise provided herein, capitalized terms used herein which
are not defined herein shall have the meanings set forth in the Credit
Agreement.
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and pursuant to Section 11.1 of the
Credit Agreement, the Parent, the Borrowers and Administrative Agent hereby
agree as follows:
1. Section 8.7 of the Credit Agreement is hereby amended by
amending and restating clause (l) thereof in its entirety to read as follows:
(l) additional Investments in an aggregate amount not
exceeding $20,000,000 or the equivalent thereof.
2. This Amendment shall become effective immediately upon:
(i) Receipt by the Administrative Agent of this Amendment executed
by a duly authorized officer or officers of the Parent, the Borrowers, the
Administrative Agent and the Required Lenders; and
(ii) Receipt by the Administrative Agent, for the account of each
Lender that shall have executed and delivered this Amendment (without any
reservation or condition) to the Administrative Agent by Friday, February 18,
2000, of a non- refundable fee in an amount equal to 0.03% of the Commitment of
such Lender.
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3. Except as amended hereby, the Credit Agreement and the other
Loan Documents shall remain in full force and effect.
4. In order to induce the Administrative Agent to execute this
Amendment and the Required Lenders to consent hereto, the Parent and the
Borrowers each hereby (a) certifies that, on the date hereof and immediately
before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement are and will be true and correct in
all respects, (b) certifies that, immediately before and after giving effect to
this Amendment, no Default or Event of Default exists or will exist under the
Loan Documents, and (c) agrees to pay the reasonable fees and disbursements of
counsel to the Administrative Agent incurred in connection with the preparation,
negotiation and closing of this Amendment.
5. Each of the Parent and the Borrowers hereby (a) reaffirms and
admits the validity, enforceability and continuation of all the Loan Documents
to which it is a party and its obligations thereunder, and (b) agrees and admits
that as of the date hereof it has no valid defenses to or offsets against any of
its obligations under the Loan Documents to which it is a party.
6. 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.
7. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
[Signature pages follow]
2
24
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
The parties have caused this Amendment to be duly executed as of the
date first written above.
XXXXXXX & CO., a Delaware corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President -
Chief Financial Officer
XXXXXXX AND COMPANY, a New York corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President -
Chief Financial Officer
XXXXXXX & CO. INTERNATIONAL, a Delaware
corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
SOCIETE FRANCAISE POUR LE DEVELOPPMENT DE LA
PORCELAINE D'ART (S.A.R.L.), a French
corporation
By:
-------------------------------
Name: Xxxxx X.Xxxxxxxxx
Title: Special Representative
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TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
TIFFANY-FARAONE S.P.A., an Italian
corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Special Attorney-in-Fact
XXXXXXX & CO. JAPAN INC., a Delaware
corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
XXXXXXX & CO. PTE, LTD., a Singapore
corporation
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
XXXXXXX & CO, a United Kingdom corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
XXXXXXX & CO. WATCH CENTER S.A., a Swiss
corporation
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Officer
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TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
TIFFCO KOREA LTD., a Korean corporation
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
XXXXXXX & CO. MEXICO, S.A. de C.V., a
Mexican corporation
By:
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
THE BANK OF NEW YORK, as Administrative
Agent
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
27
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
AGREED AND CONSENTED TO:
THE BANK OF NEW YORK, individually
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
28
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
AGREED AND CONSENTED TO:
THE CHASE MANHATTAN BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
29
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
AGREED AND CONSENTED TO:
THE DAI-ICHI KANGYO BANK
LIMITED (NEW YORK BRANCH)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
30
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
AGREED AND CONSENTED TO:
THE FUJI BANK, LTD.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
31
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 11
AGREED AND CONSENTED TO:
FLEET NATIONAL BANK
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
FLEET PRECIOUS METALS INC.
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
