Exhibit 10.2
AMENDMENT NO. 2
to
364-DAY REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO THE 364-DAY REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of July 19, 2002 by and among THE TJX COMPANIES, INC.
(the "Borrower"), BANK ONE, NA, in its capacity as contractual representative
(the "Administrative Agent") and SunTrust Bank, N.A. (the "New Lender") 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, 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 (as amended, 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 and the Administrative Agent are parties to the
Credit Agreement; and
WHEREAS, pursuant to SECTION 2.11(d) of the Credit Agreement, the
Borrower has requested that the Aggregate Commitment be increased from
$310,000,000 to $320,000,000;
WHEREAS, the Borrower, the Administrative Agent and the New Lender
have agreed to amend the Credit Agreement to increase the Aggregate Commitment
to $320,000,000, and in connection therewith the New Lender has agreed to extend
a new Commitment in the amount of $10,000,000, in each case, 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 amendment to the Credit Agreement:
1. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of July 19, 2002
(the "Effective Date") and subject to the satisfaction of the conditions
precedent set forth in SECTION 2 below, the Credit Agreement is hereby amended
pursuant to SECTION 2.11(d) thereof to increase the Aggregate Commitment to
$320,000,000, and the Commitment of the New Lender shall be $10,000,000. From
and after the Effective Date, the New Lender shall be deemed to be a Lender for
all purposes under the Credit Agreement.
2. CONDITIONS OF EFFECTIVENESS. The effectiveness of this Amendment
is subject to the conditions precedent that the Administrative Agent shall have
received the following documents:
(a) duly executed copies of this Amendment from each of the Borrower, the
New Lender and the Administrative Agent, and duly executed
acknowledgments from each of the Syndication Agents; and
(b) duly executed copies of a Reaffirmation in the form of EXHIBIT A
attached hereto.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
hereby represents and warrants as follows:
3.1. 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 (except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditor's
rights generally).
3.2. Upon the effectiveness of this Amendment and after giving effect
hereto, (i) the Borrower hereby reaffirms that all representations and
warranties contained in Article V of the Credit Agreement are correct
in all material respects, as though made on and as of the date hereof
(other than the representation and warranty set forth in Section 5.5
of the Credit Agreement, which shall only be made by the Borrower as
of the date of the Credit Agreement), 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 earlier date and (ii) no Default or
Unmatured Default has occurred and is continuing.
4. REFERENCE TO THE EFFECT ON THE CREDIT AGREEMENT.
4.1. 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) shall mean and be a reference to the Credit Agreement as
amended hereby.
4.2. 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.
4.3. 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.
5. 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.
6. 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.
7. COUNTERPARTS. This Amendment may be executed by one or more of
the parties to the Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance, Treasurer
BANK ONE, NA (Main Office Chicago), as
Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
SunTrust Bank, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Acknowledged as of the day and year first above written:
THE BANK OF NEW YORK, as a Syndication Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Fuiks
Title: Vice President
FLEET NATIONAL BANK, as a Syndication Agent
By: /s/ ▇▇▇▇▇ Alto
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Name: ▇▇▇▇▇ Alto
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 TO 364-DAY REVOLVING CREDIT AGREEMENT
EXHIBIT A
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 2 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, 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 (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"), which Amendment No. 2 is dated as of July 19, 2002 (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 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: July 19, 2002
T.J. MAXX OF CA, LLC MARSHALLS OF CA, LLC
T.J. MAXX OF IL, LLC MARSHALLS OF IL, LLC
MARMAXX OPERATING CORP. NBC TRUST
MARSHALLS OF MA, INC.
NBC OPERATING, LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
MARSHALLS OF RICHFIELD, MN, INC. ---------------------------------
▇▇▇▇▇▇ BUYING COMPANY OF CA, INC. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer
NBC FOURTH REALTY CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ MARSHALL'S OF NEVADA, INC.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer and
Secretary