SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE (this Sixth Supplemental Indenture), dated as of November 30, 2020, between The TJX Companies, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 1, 2020 (the Base Indenture, and together with this Sixth Supplemental Indenture, the Indenture), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Indenture;
WHEREAS, Section 9.1 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form of any Security, as permitted by Section 2.1 of the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 3.1 of the Base Indenture, and to set forth the terms thereof;
WHEREAS, the Company desires to execute this Sixth Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish the form and, pursuant to Section 3.1 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated as its 1.600% Notes due 2031 (the Notes), in an initial aggregate principal amount of $500,000,000. The Notes are a series of securities as referred to in Section 3.1 of the Base Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth Supplemental Indenture;
WHEREAS, all things necessary have been done by the Company to make this Sixth Supplemental Indenture, when executed and delivered by the Company, a valid supplement to the Indenture; and
WHEREAS, all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered in accordance with the provisions of the Indenture, the valid obligations of the Company;
NOW, THEREFORE, in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:
APPLICATION OF SIXTH SUPPLEMENTAL INDENTURE
Section 1.01. Application of Sixth Supplemental Indenture.
Notwithstanding any other provision of this Sixth Supplemental Indenture, all provisions of this Sixth Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes. Unless otherwise expressly specified, references in this Sixth Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections