1
Exhibit 10.1
CONFORMED COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 (this "Amendment") is entered into as of June 23, 2000
by and among THE TJX COMPANIES, INC., a Delaware corporation (the "Borrower"),
the financial institutions named herein (collectively, the "Lenders") and BANK
ONE, NA (formerly The First National Bank of Chicago), as one of the Lenders and
in its capacity as administrative agent (the "Administrative Agent") on behalf
of itself and the other Lenders.
RECITALS:
WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into that certain Credit Agreement dated as of September 18, 1997 among the
Borrower, the financial institutions named therein, The First National Bank of
Chicago (n/k/a Bank One, NA), as Administrative Agent, and the other agents and
co-agents thereunder, as amended by that certain Amendment and Waiver No.1 dated
as of December 17, 1997 (as previously amended and as further amended, modified,
supplemented or restated, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Administrative Agent and the
Required Lenders amend the Credit Agreement as provided herein; and
WHEREAS, the Required Lenders and the Administrative Agent are willing to
amend the Credit Agreement as provided herein on the terms and conditions set
forth herein, it being expressly understood that this Amendment shall in no
event constitute a waiver by the Lenders or the Administrative Agent of any
breach of the Credit Agreement or any of the Lenders' or the Administrative
Agent's rights or remedies with respect thereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in the Credit Agreement.
2. AMENDMENT TO CREDIT AGREEMENT. Upon the effectiveness of this Amendment
in accordance with the provisions of SECTION 4 below, the Credit Agreement is
hereby amended as follows:
SECTION 6.16 of the Credit Agreement is hereby deleted in its entirety
and replaced by the following:
6.16 MAXIMUM LEVERAGE RATIO. The Borrower shall not permit its
Leverage Ratio to be greater than 75% as at the end of each fiscal
quarter. The Leverage Ratio shall be calculated, in each case,
determined as of the last day of each fiscal quarter based upon (A)
for Funded Debt and Consolidated Net Worth, Funded Debt and
Consolidated Net Worth as of the last day of each fiscal quarter
2
and (B) for Consolidated Rentals, the actual amount for the
four-quarter period ending on such day.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their terms.
(b) Upon the effectiveness of this Amendment and after giving
effect hereto, (i) the Borrower hereby reaffirms all covenants,
representations and warranties made in the Credit Agreement as amended
hereby, and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the effective date
of this Amendment and (ii) no Default or Unmatured Default has occurred
and is continuing.
4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective and
be deemed effective as of the date hereof (the "Effective Date") if, and only
if, the Administrative Agent shall have received each of the following:
(a) duly executed originals of this Amendment from the Borrower
and the Required Lenders;
(b) such other documents, instruments and agreements as the Agent
may reasonably request.
5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Amendment pursuant to SECTION
4 hereof, on and after the Effective Date each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import and each reference to the Credit Agreement in
each Loan Document shall mean and be a reference to the Credit
Agreement as modified hereby.
(b) Except as specifically waived or amended herein, all of
the terms, conditions and covenants of the Credit Agreement and the
other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of (a) any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement or any of the Loan
Documents, or (b) any Default or Unmatured Default under the Credit
Agreement.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD
TO THE CONFLICT OF LAWS PROVISIONS) OF
2
3
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute one and the same agreement.
8. 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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
3
4
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed
this Amendment No. 2 as of the date first above written.
THE TJX COMPANIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance
Treasurer
BANK ONE, NA
(Main Office Chicago)
(formerly The First National Bank of Chicago),
as a Lender, as Administrative Agent,
as Swing Line Lender and as an Issuing Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
FIRSTAR BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
STANDARD CHARTERED BANK
By:
-------------------------------
Name:
Title:
Signature Page to
Amendment No. 2 to Credit Agreement
5
CIBC WORLD MARKETS, CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Director
AMSOUTH BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Corporate Bank Officer
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
FLEET NATIONAL BANK (formerly known
as BankBoston, N.A.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Director
Signature Page to
Amendment No. 2 to Credit Agreement
6
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Portfolio Officer
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
PNC BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By:
Name:
Title:
Signature Page to
Amendment No. 2 Credit Agreement
7
NATIONAL WESTMINSTER BANK PLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Corporate Manager
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
Signature Page to
Amendment No. 2 Credit Agreement