0001193125-13-194885 Sample Contracts

UNDERWRITING AGREEMENT THE TJX COMPANIES, INC. Underwriting Agreement
Underwriting Agreement • May 2nd, 2013 • TJX Companies Inc /De/ • Retail-family clothing stores • New York

The TJX Companies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.500% Notes due 2023 (the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of April 2, 2009 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Third Supplemental Indenture, to be dated as of May 2, 2013, between the Company and the Trustee (together with the Base Indenture, the “Indenture”).

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THE TJX COMPANIES, INC., as Issuer and U.S. Bank National Association, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 2, 2013 to the Indenture dated as of April 2, 2009 2.500% Notes due 2023
Third Supplemental Indenture • May 2nd, 2013 • TJX Companies Inc /De/ • Retail-family clothing stores • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of May 2, 2013, between The TJX Companies, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”).

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