August 28, 2012 To the Banks party to the Credit Agreement referred to below c/o Bank of America, N.A., as Administrative Agent for such Banks
Exhibit (10)AA
August 28, 2012
To the Banks party to the Credit Agreement
referred to below
c/o Bank of America, N.A., as Administrative Agent
for such Banks
000 Xxxxxxx Xxxxxx, 0xx Floor
Mail Code: NY1-503-04-03
New York, New York 10017
Attn: Agency Management Group
Re: Extension and Amendment of Credit Agreement
Ladies and Gentlemen:
Reference is made to that certain Five Year Credit Agreement dated as of October 14, 2011 among Target Corporation (the “Borrower”), the Banks (as defined therein) party thereto from time to time and Bank of America, N.A., as administrative agent (the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement).
(a) Pursuant to Section 2.18 of the Credit Agreement, the Borrower hereby requests that the Termination Date of the Commitments be extended from October 14, 2016 to October 13, 2017.
(b) In addition, the Borrower requests that the words “and as a commercial paper backup facility” be deleted from the first sentence of Section 5.09 of the Credit Agreement.
Clause (b) of this Extension and Amendment shall become effective when, and only when, the Administrative Agent shall have received counterparts of this Extension and Amendment executed by us and the Required Banks. The amendment set forth in clause (b) above is subject to the provisions of Section 9.05 of the Credit Agreement.
The Credit Agreement and the Notes, except to the extent of the amendments specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Extension and Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
If you agree to the terms and provisions of this Extension and Amendment, please evidence such agreement and indicate your response to the request for extension of the Termination Date by executing and returning three original counterparts of this Extension and Amendment to Xxxxxxx X. Xxxxxxx, XxXxxxxXxxxx, LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
This Extension and Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension and Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Extension and Amendment.
This Extension and Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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TARGET CORPORATION | |
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By: |
/s/ Xxxx Xxxx |
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Name: |
Xxxx Xxxx |
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Title: |
Assistant Treasurer |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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ADMINISTRATIVE AGENT: | |
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BANK OF AMERICA, N.A., as | |
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Administrative Agent | |
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By: |
/s/ Xxx X. Xxxxxx |
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Name: |
Xxx X. Xxxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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BANK OF AMERICA, N.A. | |
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By: |
/s/ X. Xxxxx Xxxxxxxx |
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Name: |
X. Xxxxx Xxxxxxxx |
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Title: |
Director |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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CITIBANK, N.A. | |
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By: |
/s/ Xxxxxxxx Xxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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JPMORGAN CHASE BANK, N.A. | |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Executive Director |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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XXXXX FARGO BANK, NATIONAL | |
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ASSOCIATION, as Co-Documentation | |
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Agent | |
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By: |
/s/ Xxxxx Xxxxxxxxxx |
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Name: |
Xxxxx Xxxxxxxxxx |
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Title: |
Director |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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U.S. BANK NATIONAL ASSOCIATION | |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Assistant Vice President |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
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By: |
/s/ Xxxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxxx Xxxxxx | |
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Title: |
Authorized Signatory | |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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BARCLAYS BANK PLC | |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Vice President |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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MIZUHO CORPORATE BANK, LTD. | |
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By: |
/s/ Xxxxx Xxxxxxxxxx |
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Name: |
Xxxxx Xxxxxxxxxx |
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Title: |
Deputy General Manager |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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XXXXXXX XXXXX BANK USA | |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Authorized Signatory |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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HSBC BANK USA, NATIONAL ASSOCIATION | ||
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By: |
/s/ Xxxx Xxxxxxxx | |
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Name: |
Xxxx Xxxxxxxx | |
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Title: |
Vice President | |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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ROYAL BANK OF CANADA | |
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By: |
/s/ Xxxxxx XxxXxxxxx |
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Name: |
Xxxxxx XxxXxxxxx |
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Title: |
Authorized Signatory |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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FIFTH THIRD BANK | |
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By: |
/s/ Xxxx X.Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
VP — Large Corporate Banking |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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TORONTO DOMINION (NEW YORK) LLC | ||
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By: |
/s/ Xxxxxx X. Xxxxx | |
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Name: |
Xxxxxx X. Xxxxx | |
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Title: |
Authorized Signatory | |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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DEUTSCHE BANK AG NEW YORK BRANCH | ||
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By: |
/s/ Xxxx X. Xxx | |
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Name: |
Xxxx X. Xxx | |
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Title: |
Vice President | |
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By: |
/s/ Xxxxx Xxxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxxx | |
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Title: |
Director | |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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STATE STREET BANK AND TRUST COMPANY | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Assistant Vice President | |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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SUMITOMO MITSUI BANKING | |
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CORPORATION, | |
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By: |
/s/ Xxxxx X. Xxx |
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Name: |
Xxxxx X. Xxx |
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Title: |
Managing Director |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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THE BANK OF NEW YORK MELLON | |
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By: |
/s/ Xxxxxx X.Xxxxxxxxxx, Xx. |
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Name: |
Xxxxxx X. Xxxxxxxxxx, Xx. |
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Title: |
Vice President |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]
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FIRST HAWAIIAN BANK | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Corporate Banking Officer |
[SIGNATURE PAGE
TO 2012 EXTENSION AND AMENDMENT]