XXXXXXX & CO.
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment"), dated as of April 12, 2002, to the
Credit Agreement, dated as of November 5, 2001, by and among Xxxxxxx & Co.,
Xxxxxxx and Company, Xxxxxxx & Co. International, the other Borrowers party
thereto, the Lenders party thereto and The Bank of New York, as Administrative
Agent (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 the Administrative Agent hereby
agree as follows:
1. Section 8.1(e) of the Credit Agreement is hereby amended to replace the
reference to "10%" with "20%".
2. This Amendment shall become effective immediately upon receipt by the
Administrative Agent of this Amendment executed by a duly authorized officer or
officers of the Parent, the Borrowers, the Required Lenders and the
Administrative Agent.
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, (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 and each of the
Guarantors hereby consents to this Agreement and (c) in its capacity as a
Guarantor, consents to this Amendment.
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 shall be governed by, and construed in accordance with,
the laws of the State of New York.
[Signature pages follow]
The parties have caused this Amendment to be duly executed as of the date
first written above.
XXXXXXX & CO.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Vice President - Treasurer
______________________________
XXXXXXX AND COMPANY,
a New York corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Vice President - Treasurer
______________________________
XXXXXXX & CO. INTERNATIONAL,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Vice President - Treasurer
______________________________
2
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
SOCIETE FRANCAISE POUR LE DEVELOPMENT
DE LA PORCELAINE D'ART
(S.A.R.L.),
a French corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Authorized Signatory
______________________________
XXXXXXX & CO. ITALIA S.P.A.,
an Italian corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Attorney In Fact
______________________________
XXXXXXX & CO. JAPAN INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Treasurer
______________________________
XXXXXXX & CO. PTE, LTD.,
a Singapore corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Authorized Signatory
______________________________
3
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
XXXXXXX & CO,
a United Kingdom corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Special Representative
______________________________
XXXXXXX & CO. WATCH CENTER AG,
a Swiss corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Authorized Signatory
______________________________
XXXXXXX KOREA LTD.,
a Korean corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Authorized Signatory
______________________________
XXXXXXX & CO. MEXICO, S.A. de C.V.,
a Mexican corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Authorized Signatory
______________________________
XXXXXXX & CO. OF NEW YORK LIMITED,
a Hong Kong corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Attorney By Power of Attorney
______________________________
4
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
SINDAT LIMITED,
a Hong Kong corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxx
______________________________
Title: Attorney By Power of Attorney
______________________________
THE BANK OF NEW YORK, as Administrative
Agent
By: /s/ Xxxxxx X. Xxxxxx, Xx.
______________________________
Name: Xxxxxx X. Xxxxxx, Xx.
______________________________
Title: Vice President
______________________________
5
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
THE BANK OF NEW YORK, individually
By: /s/ Xxxxxx X. Xxxxxx, Xx.
______________________________
Name: Xxxxxx X. Xxxxxx, Xx.
______________________________
Title: Vice President
______________________________
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
ABN AMRO BANK N.V.
By: /s/ Xxxxxx X. Spurga /s/ Xxxx Xxxxxxx
__________________________________________
Name: Xxxxxx X. Spurga Xxxx Xxxxxxx
__________________________________________
Title: Vice President VP
__________________________________________
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
JPMORGAN CHASE BANK
(fka The Chase Manhattan Bank)
By: /s/ Xxxxx Xxxxxxxx Xxxxx, XX
______________________________
Name: Xxxxx Xxxxxxxx-Xxxxx
______________________________
Title: Vice President
______________________________
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
MIZUHO CORPORATE BANK, LTD.
(formerly The Dai-Ichi Kangyo Bank, Ltd.)
By: /s/ Ying Yang
______________________________
Name: Ying Yang
______________________________
Title: Assistant VP
______________________________
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
FIRSTAR BANK, NA
By: /s/ Xxxx Xxxxxxxxxx
______________________________
Name: Xxxx Xxxxxxxxxx
______________________________
Title: Vice President
______________________________
TIFFANY CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
AGREED AND CONSENTED TO:
FLEET NATIONAL BANK
FLEET PRECIOUS METALS INC.
By: /s/ Xxxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxx
______________________________
Title: Sr. Vice President
______________________________
By: /s/ Xxxxxxxx Xxxxxxxx, Xx.
______________________________
Name: Xxxxxxxx Xxxxxxxx, Xx.
______________________________
Title: VP
______________________________
