Exhibit 10.1
AMENDMENT NO. 2
to
5-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO THE 5-YEAR 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 5-Year 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 $360,000,000 to $370,000,000;
WHEREAS, the Borrower, the Administrative Agent and the New Lender have agreed to amend the Credit
Agreement to increase the Aggregate Commitment to $370,000,000, 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