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<PAGE>
AMENDMENT NO. 5
to
364-DAY REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO THE 364-DAY REVOLVING CREDIT AGREEMENT
(the
"Amendment") is made as of March 10, 2005 by and among THE TJX
COMPANIES, INC.
(the "Borrower"), the financial institutions listed on the
signature pages
hereof (the "Lenders"), THE BANK OF NEW YORK, as administrative
agent for the
Lenders (the "Administrative Agent"), JPMORGAN CHASE BANK, N.A.
and BANK OF
AMERICA, N.A., as syndication agents (collectively, the
"Syndication Agents")
and KEY BANK and UNION BANK OF CALIFORNIA, as documentation
agents
(collectively, the "Documentation Agents").
WITNESSETH
WHEREAS, the Borrower, the Lenders, The Bank of New York, as
successor
Administrative Agent to Bank One, N.A., JPMorgan Chase Bank and
Bank of America,
N.A., as successor Syndication Agents to Fleet National Bank and
The Bank of New
York, and Key Bank and Union Bank of California, as successor
Documentation
Agents to Bank of America, N.A. and JPMorgan Chase Bank, N.A.
entered into that
certain 364-Day Revolving Credit Agreement, dated as of March
26, 2002 (as
amended, restated, supplemented or otherwise modified from time
to time, the
"Credit Agreement"; capitalized terms used herein, but not
defined herein, shall
have the meanings ascribed to such terms in the Credit
Agreement);
WHEREAS, the Borrower has requested that the Lenders agree to
amend
certain provisions of the Credit Agreement, and the Lenders are
willing to agree
to such amendments upon the terms and conditions contained in
this Amendment;
WHEREAS, the parties 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 agree to the following amendments to the Credit
Agreement:
1. Amendments to the Credit Agreement. Effective as of March
17,
2005 (the "Effective Date") and subject to the satisfaction of
the conditions
precedent set forth in Section 2 below on or before March 17,
2005, the Credit
Agreement is hereby amended as follows:
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1.1 Section 1.1 of the Credit Agreement is hereby amended by
deleting the date "March 17, 2005" now appearing in the
definition of "Revolving
Loan Termination Date" and replacing it with the date "July 15,
2005. "
1.2 Sections 5.4 and 5.5 of the Credit Agreement are hereby
amended
by deleting the date "January 25, 2003" and replacing it with
the date "January
31, 2004."
2. Conditions of Effectiveness. The effectiveness of this
Amendment
is subject to the conditions precedent that the Administrative
Agent shall have
received the following on or before March 17, 2005:
(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) any fees payable to the Agents in connection with this
Amendment
(including, but not limited to, the fees and expenses of counsel
to the Agents);
(d) a Certificate of the Secretary of the Borrower and each
party
executing the Reaffirmation (collectively, the "Credit Parties")
(i) certifying
that there have been no changes in its respective certificate of
incorporation
and by-laws (or equivalent governing documents) since March 17,
2004, (ii)
certifying as to the 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)
certifying as to 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; and
(e) a copy of the certificate of good standing, existence or
its
equivalent certified as of a recent date by the appropriate
government authority
of the state of incorporation of the Borrower.
3. Representations and Warranties of the Borrower.
3.1 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
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