EXHIBIT 10.2
AMENDMENT NO. 3
to
364-DAY REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO THE 364-DAY REVOLVING CREDIT AGREEMENT
(the "Amendment") is made as of March 24, 2003 by and among THE TJX COMPANIES,
INC. (the "Borrower"), the financial institutions listed on the signature pages
hereof (the "Lenders"), BANK ONE, NA (having its principal office in Chicago,
Illinois), in its capacity as contractual representative (the "Administrative
Agent"), FLEET NATIONAL BANK and THE BANK OF NEW YORK, as syndication agents
(the "Syndication Agents") and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as
documentation agents (the "Documentation Agents") under that certain 364-Day
Revolving Credit Agreement dated as of March 26, 2002 by and among the Borrower,
the financial institutions party thereto, the Administrative Agent, the
Syndication Agents and the Documentation Agents (as amended by an Amendment No.
1 dated as of May 3, 2002 and an Amendment No. 2 dated as of July 19, 2002, and
as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in the Credit
Agreement.
WITNESSETH
WHEREAS, the Borrower, the Lenders, the Administrative Agent,
the Syndication Agents and the Documentation Agents are parties to the Credit
Agreement; and
WHEREAS, the Borrower has requested that the Agents and all of
the Lenders amend the Credit Agreement on the terms and conditions set forth
herein; and
WHEREAS, the Borrower, the Lenders, the Administrative Agent,
the Syndication Agents and the Documentation Agents have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendments to the Credit Agreement:
1. Amendments to the Credit Agreement. Effective as of March
24, 2003 (the "Effective Date") and subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the Credit Agreement is
hereby amended as follows:
1.1. Section 1.1 of the Credit Agreement is amended to delete the
phrase "March 24, 2003" now appearing in the definition of
"Revolving Loan Termination Date", and to substitute the
following therefor: "March 19, 2004".
1.2. Section 2.1.3 of the Credit Agreement is amended to insert the
following new clause (iv) immediately prior to the period
(".") now appearing at the end of the third sentence thereof:
, and (iv) the Eurodollar Applicable Margin applicable to such
Loans or Advances as converted hereunder shall be the
Eurodollar Applicable Margin as determined in accordance with
the table set forth in Section 2.21 plus 0.25% (25 basis
points) per annum"
1.3. Section 2.11(b) of the Credit Agreement is amended to delete
the phrase "For each day from and after each of (i) the date
hereof to but not including the Conversion Date on which the
Combined Utilized Amount exceeds fifty percent (50%) of the
Combined Commitment, and (ii) the Conversion Date," now
appearing in the first sentence thereof, and to substitute the
following therefor: "For each day from and after the date
hereof on which the Combined Utilized Amount exceeds fifty
percent (50%) of the Combined Commitment,".
1.4. Section 2.21 of the Credit Agreement is amended to delete the
table now appearing therein, and to substitute the following
therefor:
EURODOLLAR APPLICABLE MARGINS
APPLICABLE FACILITY FEE RATES
AND APPLICABLE UTILIZATION FEE RATES
(IN BASIS POINTS)
AT LEAST AT LEAST
AT LEAST AT LEAST A AT LEAST BBB+ FROM BBB FROM NO OTHER
A+ FROM FROM S&P A-FROM S&P OR S&P OR S&P OR PRICING
S&P OR A1 OR A2 FROM A3 FROM Baa1 FROM Baa2 FROM LEVEL
CREDIT RATINGS FROM ▇▇▇▇▇'▇ ▇▇▇▇▇'▇ ▇▇▇▇▇'▇ ▇▇▇▇▇'▇ ▇▇▇▇▇'▇ APPLIES
Eurodollar
Applicable Margin 14.5 18.5 30.0 40.0 62.5 85.0
Applicable 5.5 6.5 7.5 10.0 12.5 15.0
Facility Fee
Applicable
Utilization 12.5 12.5 12.5 12.5 12.5 20.0
Fee Rate
1.5. Sections 5.4 and 5.5 of the Credit Agreement are amended to
delete the phrase "January 27, 2001" now appearing therein,
and to substitute the following therefor: "January 26, 2002".
1.6. The Credit Agreement is amended to delete Schedule 1 and to
substitute a new Schedule 1 to the Credit Agreement in the
form of Attachment B to this Amendment.
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2. Conditions of Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that the Administrative Agent
shall have received the following:
(a) duly executed copies of this Amendment from each of the
Borrower, the Administrative Agent, the Syndication Agents,
the Documentation Agents and the Lenders;
(b) duly executed copies of a Reaffirmation in the form of
Attachment A attached hereto from each of the Subsidiaries
identified thereon (the "Reaffirmation");
(c) the Upfront Fee (as defined below);
(d) any other fee payable to the Agents in connection with this
Amendment, which fees may be paid directly to the Agents; and
(e) a Certificate of the Secretary of the Borrower and each party
executing the Reaffirmation (collectively, the "Credit
Parties") certifying (i) that there have been no changes in
its respective certificate of incorporation and by-laws (or
equivalent governing documents) since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇)
resolutions of the board of directors (or similar governing
body) of each such Credit Party approving and authorizing the
execution, delivery and performance of the Credit Agreement,
as amended hereby, and the other Loan Documents to which it is
a party, and (iii) only to the extent of any changes from the
incumbency certified as of March 26, 2002, the incumbency and
the signatures of the officers, identified by name and title,
of each such Credit Party authorized to execute this Amendment
and the other Loan Documents.
3. Upfront Fee. On the Effective Date, the Borrower shall pay
to the Administrative Agent for the account of each Lender an upfront fee (the
"Upfront Fee") in an amount equal to 0.03% (3 basis points) multiplied by such
Lender's Commitment (after giving effect to this Amendment).
4. Representations and Warranties of the Borrower.
4.1. The Borrower hereby represents and warrants that this
Amendment, the Reaffirmation and the Credit Agreement as
previously executed and as amended hereby, constitute legal,
valid and binding obligations of the Borrower and the
Subsidiaries parties thereto and are enforceable against the
Borrower and the Subsidiaries parties thereto in accordance
with their terms (except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally).
4.2. Upon the effectiveness of this Amendment and after giving
effect hereto, the Borrower hereby (i) reaffirms all
representations and warranties contained in Article V of the
Credit Agreement, as amended hereby, and agrees that all such
representations and warranties are true and correct in all
material respects, as though made on and as of the Effective
Date, except to the extent any such representation or warranty
is stated to relate solely to an earlier date, in which case
such representation or warranty shall be true and correct on
and as of such
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earlier date and (ii) certifies to the Agents and the Lenders
that no Default or Unmatured Default has occurred and is
continuing.
5. Reference to the Effect on the Credit Agreement.
5.1. Upon the effectiveness of Section 1 hereof, on and after the
date hereof, each reference in the Credit Agreement or in any
other Loan Document (including any reference therein to "this
Credit Agreement," "hereunder," "hereof," "herein" or words of
like import referring thereto) or in any other Loan Document
shall mean and be a reference to the Credit Agreement as
amended hereby.
5.2. Except as specifically amended above, the Credit Agreement and
all other documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full
force and effect, and are hereby ratified and confirmed.
5.3. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of
the Administrative Agent or the Lenders, nor constitute a
waiver of any provision of the Credit Agreement or any other
documents, instruments and agreements executed and/or
delivered in connection therewith.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET
SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
THE TJX COMPANIES, INC., as the Borrower
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance Treasurer
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
BANK ONE, NA (Main Office Chicago), as
Administrative Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
THE BANK OF NEW YORK, as a Syndication
Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
FLEET NATIONAL BANK, as a Syndication
Agent and as a Lender
By: /s/ ▇▇▇▇▇ Alto
Name: ▇▇▇▇▇ Alto
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
BANK OF AMERICA, N.A., as a
Documentation Agent and as a Lender
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
JPMORGAN CHASE BANK, as a
Documentation Agent and as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: AVP
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION, as
a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
MELLON BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
ROYAL BANK OF SCOTLAND PLC, as a
Lender
By: /s/ ▇.▇. ▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇
Title: Corporate Director
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
CITIZENS BANK OF MASSACHUSETTS, as
a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
FIFTH THIRD BANK, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
SOVEREIGN BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: VP
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, N.A., as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: AVP
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
ATTACHMENT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Amendment No. 3 to the 364-Day Revolving Credit Agreement dated
as of March 26, 2002 by and among The TJX Companies, Inc. (the "Borrower"), the
financial institutions from time to time party thereto (the "Lenders"), Bank
One, NA (having its main office in Chicago, Illinois), in its individual
capacity as a Lender and in its capacity as contractual representative (the
"Administrative Agent"), FLEET NATIONAL BANK and THE BANK OF NEW YORK, as
syndication agents (the "Syndication Agents"), and BANK OF AMERICA, N.A. and
JPMORGAN CHASE BANK, as documentation agents (the "Documentation Agents") (as
amended by an Amendment No. 1 dated as of May 3, 2002 and an Amendment No. 2
dated as of July 19, 2002, and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
which Amendment No. 3 is dated as of March 24, 2003 (the "Amendment").
Capitalized terms used in this Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement. Without in any way
establishing a course of dealing by the Administrative Agent, the Syndication
Agents, the Documentation Agents or any Lender, each of the undersigned
reaffirms the terms and conditions of the Facility Guaranty and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each
and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.
Dated: March 24, ▇▇▇▇
▇.▇. ▇▇▇▇ ▇▇ ▇▇, LLC
T.J. MAXX OF IL, LLC
MARMAXX OPERATING CORP.
MARSHALLS OF MA, INC.
NBC OPERATING, LLC
MARSHALLS OF RICHFIELD, MN, INC.
▇▇▇▇▇▇ BUYING COMPANY OF CA, INC.
HOMEGOODS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
MARSHALLS OF CA, LLC
MARSHALLS OF IL, LLC
NBC TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer
NBC FOURTH REALTY CORP.
MARSHALL'S OF NEVADA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Secretary
SIGNATURE PAGE TO AMENDMENT NO. 3 TO 364-DAY REVOLVING CREDIT AGREEMENT
ATTACHMENT B
SCHEDULE 1 TO
364-DAY REVOLVING CREDIT AGREEMENT
Commitments
LENDER COMMITMENT
------ ----------
Fleet National Bank $41,538,461.54
The Bank of New York $41,538,461.54
Bank One, NA $30,000,000.00
Bank of America, N.A $30,000,000.00
JPMorgan Chase Bank $30,000,000.00
Fifth Third Bank $19,230,769.23
Union Bank of California, N.A. $18,461,538.45
Key Bank National Association $16,153,846.15
PNC Bank, National Association $13,846,153.85
Mellon Bank $13,846,153.85
Royal Bank of Scotland $13,846,153.85
US Bank National Association $13,846,153.85
The Bank of Nova Scotia $10,000,000.00
Suntrust Bank, N.A. $10,000,000.00
Citizens Bank of Massachusetts $9,230,769.23
Sovereign Bank $9,230,769.23
▇▇▇▇▇ Fargo Bank, National
Association $9,230,769.23
TOTAL: $330,000,000.00