Tiffany & Co Sample Contracts

BETWEEN
Lease Agreement • September 29th, 2005 • Tiffany & Co • Retail-jewelry stores • New Jersey
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Purchase Agreement • December 7th, 2004 • Tiffany & Co • Retail-jewelry stores • New York
AGREEMENT
Agreement • August 1st, 2001 • Tiffany & Co • Retail-jewelry stores
MEMORANDUM OF AGREEMENT Regarding Extension and Amendment of 2001 Agreement
Memorandum of Agreement • June 6th, 2007 • Tiffany & Co • Retail-jewelry stores
TIFFANY & CO.
Tiffany & Co • January 7th, 1999 • Retail-jewelry stores • New York
RECITALS
Registration Rights Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
Borrower) Address
Loan Agreement • December 14th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
RECITALS
Stockholder Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
TIFFANY & CO. (a Delaware corporation)
Purchase Agreement • August 6th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
TIFFANY & CO. (a Delaware corporation)
Purchase Agreement • January 7th, 1999 • Tiffany & Co • Retail-jewelry stores • New York
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • March 31st, 2006 • Tiffany & Co • Retail-jewelry stores
AGREEMENT
Agreement • February 18th, 2009 • Tiffany & Co • Retail-jewelry stores • Tokyo
RECITALS:
Stock Purchase Agreement • May 10th, 2001 • Tiffany & Co • Retail-jewelry stores • New York
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Credit Agreement • December 10th, 1997 • Tiffany & Co • Retail-jewelry stores • New York
ARTICLE I PRELIMINARY STATEMENT
Construction Agency Agreement • September 18th, 1995 • Tiffany & Co • Retail-jewelry stores • New Jersey
ARTICLE TWO REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Stock Purchase Agreement • August 15th, 2002 • Tiffany & Co • Retail-jewelry stores • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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

Contract
Guaranty Agreement • December 23rd, 2011 • Tiffany & Co • Retail-jewelry stores • New York
AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • July 27th, 2012 • Tiffany & Co • Retail-jewelry stores • New York

THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of July 25, 2012 (as amended, restated, supplemented or otherwise modified 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).

Form of Retention Agreement, Effective September 20, 2018] [Tiffany & Co. Letterhead] [Insert Date]
Tiffany & Co • September 26th, 2018 • Retail-jewelry stores • New York

This Agreement will provide you with certain payments and benefits should you incur an Involuntary Termination after a Change in Control Date.

AGREEMENT
Agreement • April 8th, 1997 • Tiffany & Co • Retail-jewelry stores • New York
FOUR YEAR CREDIT AGREEMENT Dated as of October 7, 2014
Assignment and Assumption • October 10th, 2014 • Tiffany & Co • Retail-jewelry stores • New York

This FOUR YEAR CREDIT AGREEMENT (“Agreement”) is entered into as of October 7, 2014 among TIFFANY & CO., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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