GUARANTY AGREEMENT by and between TIFFANY & CO., as Guarantor and MIZUHO BANK (CHINA), LTD. as Facility Agent Dated as of July 11, 2016Guaranty Agreement • July 15th, 2016 • Tiffany & Co • Retail-jewelry stores • New York
Reference is made to the RMB 990,000,000 Facility Agreement, dated as of the date hereof, by and among TIFFANY & CO. (SHANGHAI) COMMERCIAL CO., LTD. (the “Borrower”), Bank of America, N.A., Shanghai Branch and Mizuho Bank (China), Ltd., as joint coordinators, mandated lead arrangers and bookrunners, Mizuho Bank (China), Ltd., as Facility Agent, and the Lenders from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Facility Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Facility Agreement.
TIFFANY & CO. (SHANGHAI) COMMERCIAL CO., LTD. (As Borrower) and BANK OF AMERICA, N.A., SHANGHAI BRANCH MIZUHO BANK (CHINA), LTD. (As Jointed Coordinators, Mandated Lead Arrangers and Bookrunners) AUSTRALIA AND NEW ZEALAND BANK (CHINA) COMPANY LIMITED,...Agreement • July 15th, 2016 • Tiffany & Co • Retail-jewelry stores
Clause Page 1. Definitions and Interpretation 1 2. Facility 9 3. Purpose 9 4. Conditions Precedent to Utilisation 10 5. Utilisation 10 6. Repayment 14 7. Prepayment and Cancellation 14 8. Interest Rate and Interest 16 9. Default Interest 17 10. Changes in the Calculation of Interest 18 11. Fees 19 12. Tax Gross-up and Indemnities 19 13. Increased Costs 22 14. Other Indemnities 23 15. Mitigation by the Lenders 24 16. Costs and Expenses 25 17. Representations 25 18. Information Undertakings 29 19. [Intentionally Left Blank] 31 20. General Undertakings 31 21. Events of Default 35 22. Changes in Lenders 38 23. Changes in Borrower 43 24. Role of Facility Agent and Jointed Coordinators 43 25. Conduct of Business by the Finance Parties 48 26. Sharing Among the Finance Parties 48 27. Payment Mechanics 49 28. Set-off 52 29. Notices 52 30. Calculations and Certificates 53 31. Partial Invalidity 53
