0000098246-14-000011 Sample Contracts

TIFFANY & CO. AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 17th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

THIS AMENDMENT (this “Amendment”), dated as of January 14, 2014, to the Note Purchase Agreement, dated as of February 12, 2009, by and among Tiffany & Co. (the “Parent”) and each of the Purchasers party thereto (as amended and supplemented, and in effect on the date hereof, the “Note Purchase Agreement”) in respect of $125,000,000 principal amount of 10.0% Series A-2009 Senior Notes due February 13, 2017 and $125,000,000 principal amount of 10.0% Series B-2009 Senior Notes due February 13, 2019.

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TIFFANY & CO. AMENDMENT NO. 3 FIVE YEAR CREDIT AGREEMENT
Five Year Credit Agreement • January 17th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

AMENDMENT NO. 3 (this “Amendment”), dated as of January 14, 2014, to the Five Year Credit Agreement, dated as of December 21, 2011, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent (as amended and supplemented, and in effect on the date hereof, the “Credit Agreement”).

TIFFANY & CO. AMENDMENT NO. 3 THREE YEAR CREDIT AGREEMENT
Three Year Credit Agreement • January 17th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

AMENDMENT NO. 3 (this “Amendment”), dated as of January 14, 2014, to the Three Year Credit Agreement, dated as of December 21, 2011, by and among Tiffany & Co., Tiffany and Company, Tiffany & Co. International, Tiffany & Co. Japan Inc., the other Borrowers party thereto, the Lenders party thereto, and The Bank of New York Mellon, as Administrative Agent (as amended and supplemented, and in effect on the date hereof, the “Credit Agreement”).

TIFFANY & CO. AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase Agreement • January 17th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

THIS AMENDMENT (this “Amendment”), dated as of January 14, 2014, to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among Tiffany & Co. (the “Parent”) and each of the Purchasers party thereto (as amended and supplemented, and in effect on the date hereof, the “Note Purchase Agreement”) in respect of $100,000,000 principal amount of 9.05% Series A Senior Notes due December 23, 2015 and $150,000,000 principal amount of 4.40% Series B-P Senior Notes due July 25, 2042.

TIFFANY & CO. AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • January 17th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

THIS AMENDMENT (this “Amendment”), dated as of January 14, 2014, to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among Tiffany & Co. (the “Parent”) and each of the Purchasers party thereto (as amended and supplemented, and in effect on the date hereof, the “Note Purchase Agreement”) in respect of $50,000,000 principal amount of 10.0% Series A Senior Notes due April 9, 2018 and $100,000,000 principal amount of 4.40% Series B-M Senior Notes due July 25, 2042.

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