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
as the Company, EACH OF THE GUARANTORS PARTY HERETO as the Guarantors and The Bank of New York Mellon Trust Company, N.A., as the Trustee SUPPLEMENTAL INDENTURE NO. 2 DATED AS OF SEPTEMBER 25, 2014 TO INDENTURETiffany & Co • September 26th, 2014 • Retail-jewelry stores • New York
