0001387131-10-000959 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • September 2nd, 2010 • Tiffany & Co • Retail-jewelry stores • New York

THIS GUARANTY AGREEMENT, dated as of September 1, 2010 (as amended or restated from time to time, this “Guaranty”), by Tiffany and Company, a New York corporation, Tiffany & Co. International, a Delaware corporation and Tiffany & Co. Japan Inc., a Delaware corporation (together with their respective successors and assigns, the “Guarantors”) is in favor of each of the Noteholders (as such term is hereinafter defined).

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TIFFANY & CO.
Note Purchase Agreement • September 2nd, 2010 • Tiffany & Co • Retail-jewelry stores • New York

TIFFANY & CO., a Delaware corporation (together with its successors and assigns, the “Company”), agrees with each Purchaser as follows:

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