0000950123-11-101712 Sample Contracts

ACKNOWLEDGMENT OF AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • December 2nd, 2011 • Tiffany & Co • Retail-jewelry stores • New York

This ACKNOWLEDGMENT OF AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Acknowledgment”) is dated as of September 21, 2011, by and among TIFFANY & CO., a Delaware corporation (the “Company”), and each of the holders of Notes (as defined below) on the signature pages hereto (collectively, the “Noteholders”). Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement (as defined below).

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