EX-10.4b



 Exhibit 10.4b 
 EXECUTION COPY 
 TIFFANY & CO. 

AMENDMENT NO. 1 
 AMENDMENT NO. 1 (this “Amendment”), dated as of October 17, 2012, 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”). 
 RECITALS 

 

	 	A.	Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 


 

	 	B.	The Parent, on behalf of itself and the other Loan Parties, has requested an amendment to certain provisions of the Credit Agreement, and the Credit Parties are willing
to consent to such amendment subject to the terms and conditions contained herein. 

 Accordingly, in
consideration of the recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 1. Section 1.1 of the Credit Agreement is hereby amended to amend and restate in its entirety the definition of
“Non-Core Currencies” to read as follows: 
 “Non-Core Currencies”: Canadian
Dollars, Czech Koruna, Euros (France), Hong Kong Dollars, Korean Won, Mexican Pesos, New Taiwan Dollars, Singapore Dollars, Swiss Francs and each other additional currency added pursuant to Section 2.7(c) or (d), and each lawful currency
successor thereto, in each case constituting freely transferable lawful money of the country of issuance and in the case of each such currency is readily transferable and convertible into Dollars in the London interbank market, provided that
Russian Rubles and each such other currency as shall be satisfactory to both the Administrative Agent and each applicable Lender that shall have agreed to provide an Individual Currency Commitment in such other currency shall not be required to be
readily transferable and convertible into Dollars in the London interbank market; each a “Non-Core Currency”. 

2. The last sentence of Section 3.3(a) of the Credit Agreement is hereby amended and restated as follows: 

All Facility Fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (including the
first day and the last day). 







 3. This Amendment shall become effective upon satisfaction of the following conditions:

 (a) the Administrative Agent shall have received from the Required Lenders, the Parent and each of the other
Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic or facsimile transmission of a signed signature page of
this Amendment) that such Person has signed a counterpart of this Amendment. 
 4. The Parent hereby represents and warrants to
the Administrative Agent and each Lender that no Default or Event of Default shall have occurred and be continuing. 
 5. Except
as set forth in this Amendment, the Loan Documents shall remain in full force and effect in accordance with their respective terms as in effect on the date hereof prior to giving effect to this Amendment, and no amendment, consent or waiver in
respect of any term or condition of any Loan Document set forth in this Amendment shall be deemed to be an amendment, consent or waiver in respect of any other term or condition contained in any Loan Document. 

6. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which, when taken together, shall constitute but one agreement. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged.

 7. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 

[signature pages follow] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	TIFFANY & CO.,
	a Delaware corporation
		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Vice President - Treasurer
	
	 TIFFANY AND COMPANY,

a New York corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Vice President - Treasurer
	
	 TIFFANY & CO. INTERNATIONAL,
 a Delaware corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Treasurer
	
	 TIFFANY & CO. JAPAN INC.,
 a Delaware corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Treasurer


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 3 








 
			
	TIFFANY & CO. SAS,
	a French corporation
		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. PTE, LTD.,
 a Singapore corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. LIMITED,
 a United Kingdom corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY KOREA LTD.,

a Republic of Korea corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. MEXICO, S.A. de CV.,
 a Mexican corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Attorney In Fact


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 4 








 
			
	TIFFANY & CO. OF NEW YORK LIMITED,
	a Hong Kong corporation
		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. (UK) HOLDINGS LIMITED,
 a United Kingdom corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. LUXEMBOURG S.A R.L.,
 a Luxembourg corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Authorized Signatory
	
	 TIFFANY & CO. CANADA,
 a Canadian corporation

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Treasurer
	
	 TIFFANY & CO. (CR) S.R.O.,
 a Czech limited liability company

		
	By:	 	 /s/ Michael W. Connolly

	Name:	 	Michael W. Connolly
	Title:	 	Attorney by Power of Attorney


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 5 








 
			
	THE BANK OF NEW YORK MELLON,
	as the Swing Line Lender, as the Issuing Bank,
	as a Lender, and as Administrative Agent
		
	By:	 	 /s/ Thomas J. Tarasovich, Jr.

	Name:	 	Thomas J. Tarasovich, Jr.
	Title:	 	Vice President


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 6 








 
			
	ABN AMRO BANK N.V.
		
	By:	 	 /s/ Els Breyne

	Name:	 	Els Breyne
	Title:	 	PROXY HOLDER
		
	By:	 	 /s/ Frank Coenegrachts

	Name:	 	Frank Coenegrachts
	Title:	 	Chief Risk Officer


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 7 








 
			
	STANDARD CHARTERED BANK
		
	By:	 	 /s/ Bryan Walker

	Name:	 	Bryan Walker
	Title:	 	Director
		
	By:	 	 /s/ Wong Moy Hiang

	Name:	 	Wong Moy Hiang
	Title:	 	Standard Chartered Bank


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 8 








 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ James A. Knight

	Name:	 	James A. Knight
	Title:	 	Vice President


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 9 








 
			
	MIZUHO CORPORATE BANK (USA)
		
	By:	 	 /s/ Tenya Mitsuboshi

	Name:	 	Tenya Mitsuboshi
	Title:	 	Deputy General Manager


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 10 








 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Jaime C. Eng

	Name:	 	Jaime C. Eng
	Title:	 	Vice President


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 11 








 
			
	HSBC BANK USA, N.A.
		
	By:	 	 /s/ Alan Zinser

	Name:	 	Alan Zinser
	Title:	 	VP — Global Relationship Manager


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
 INTERNAL—12 








 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Conan Schleicher

		 	Conan Schleicher
		 	Vice President


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 13 








 
			
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ James T. King

	Name:	 	James T. King
	Title:	 	Senior Vice President


  

  
 Tiffany

 Amendment No. 1 
 2011 Three Year Credit Facility 
  
 14