Exhibit 10.1
AMENDMENT NO. 1
to
4-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THE 4-YEAR REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of May 12, 2006 by and among THE TJX COMPANIES, INC.
(the "Borrower"), the financial institutions listed on the signature pages
hereof (the "Lenders"), BANK OF AMERICA, N.A., as administrative agent (the
"Administrative Agent"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and THE BANK
OF NEW YORK, as syndication agents (the "Syndication Agents") and CITIZENS BANK
OF MASSACHUSETTS, KEYBANK NATIONAL ASSOCIATION and UNION BANK OF CALIFORNIA,
N.A., as documentation agents (the "Documentation Agents"; collectively with the
Administrative Agent and the Syndication Agents, the "Agents") under that
certain 4-Year Revolving Credit Agreement dated as of May 5, 2005 by and among
the Borrower, the financial institutions party thereto, the Administrative
Agent, the Syndication Agents and the Documentation Agents (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 and the 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 May 12, 2006 (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 "May 5, 2009" now appearing in the definition of "Facility
Termination Date", and to substitute the following therefor: "May 5,
2010".
1.2 Section 2.18 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
A+ FROM AT LEAST A AT LEAST A- BBB+ FROM BBB FROM NO OTHER
S&P OR A1 FROM S&P FROM S&P S&P OR S&P OR PRICING
CREDIT FROM OR A2 FROM OR A3 FROM Baa1 FROM Baa2 FROM LEVEL
RATINGS MOODY'S MOODY'S MOODY'S MOODY'S MOODY'S APPLIES
- ------------ --------- ---------- ----------- --------- --------- --------
Eurodollar
Applicable
Margin 17.5 19.0 23.0 29.5 35.0 42.5
Applicable
Facility Fee 5.0 6.0 7.0 8.0 10.0 12.5
Applicable
Utilization
Fee Rate 5.0 5.0 5.0 5.0 10.0 10.0
1.3 Sections 5.4 and 5.5 of the Credit Agreement are amended to
delete the phrase "January 29, 2005" now appearing therein, and to
substitute the following therefor: "January 28, 2006".
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) the Upfront Fee (as defined below);
(c) any other fee (including, but not limited to, to the extent
invoiced, reasonable attorneys' fees and expenses) payable to the Agents in
connection with this Amendment, which fees may be paid directly to the Agents;
and
-2-
(d) a Certificate of the Secretary of the Borrower certifying (i)
its certificate of incorporation and by-laws (or equivalent governing
documents), together with all amendments thereto, (ii) resolutions of the board
of directors (or similar governing body or committee with authority to approve
the proposed transactions) of the Borrower approving and authorizing the
execution, delivery and performance of this Amendment, and (iii) only to the
extent of any changes from the incumbency certified as of May 5, 2005, the
incumbency and the signatures of the officers, identified by name and title, of
the Borrower authorized to execute this Amendment.
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 0.015% (1.5 basis points) multiplied by such
Lender's Commitment.
4. Representations and Warranties of the Borrower.
4.1 The Borrower hereby represents and warrants that 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 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 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.
-3-
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. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON
BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND ANY OF THE
ADMINISTRATIVE AGENT, ANY LENDER, OR ANY OTHER HOLDER OF THE OBLIGATIONS ARISING
OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS
OF LAWS PROVISIONS) OF THE STATE OF NEW YORK, 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.
-4-
Exhibit 10.1
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/ Mary B. Reynolds
------------------------------------------
Name: Mary B. Reynolds
Title: Vice President - Finance Treasurer
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
BANK OF AMERICA, N.A., as
Administrative Agent and as a Lender
By: /s/ Mollie S. Canup
------------------------------------------
Name: Mollie S. Canup
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
THE BANK OF NEW YORK, as a
Syndication Agent and as a Lender
By: /s/ Michael V. Flannery
------------------------------------------
Name: Michael V. Flannery
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
JPMORGAN CHASE BANK NATIONAL
ASSOCIATION, as a Syndication Agent
and as a Lender
By: /s/ Teri Streusand
------------------------------------------
Name: Teri Streusand
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
CITIZENS BANK OF
MASSACHUSETTS, as a Documentation
Agent and as a Lender
By: /s/ Stephen F. Foley
------------------------------------------
Name: Stephen F. Foley
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION,
as a Documentation Agent and as a Lender
By: /s/ Marianne T. Meil
------------------------------------------
Name: Marianne T. Meil
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A., as
a Documentation Agent and as a Lender
By: /s/ Theresa L. Rocha
------------------------------------------
Name: Theresa L. Rocha
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
FIFTH THIRD BANK, as a Lender
By: /s/ Brooke Balcom
------------------------------------------
Name: Brooke Balcom
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Jordan R. Fragiacomo
---------------------------------------
Name: Jordan R. Fragiacomo
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Michael Nardo
------------------------------------------
Name: Michael Nardo
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
MELLON BANK, N.A., as a Lender
By: /s/ William M. Feathers
------------------------------------------
Name: William M. Feathers
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Heather Hinkelman
------------------------------------------
Name: Heather Hinkelman
Title: Banking Officer
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Todd Meller
------------------------------------------
Name: Todd Meller
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, N.A., as a Lender
By: /s/ Robert Maddox
------------------------------------------
Name: Robert Maddox
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
SOVEREIGN BANK, as a Lender
By: /s/ Judith C.E. Kelly
------------------------------------------
Name: Judith C.E. Kelly
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT