September 20, 2023 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 10.19.2
September 20, 2023
To the Banks party to the Credit Agreement referred to below
c/o Bank of America, N.A., as Administrative Agent for such Banks
0000 Xxxxxx xx xxx Xxxxxxxx, XX0-000-07-10
New York, New York 10036
Attention: Agency Management Group
Re: Second Extension Amendment of Credit Agreement
Ladies and Gentlemen:
Reference is made to that certain Five-Year Credit Agreement dated as of October 18, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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 “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 2.17 of the Credit Agreement, the Borrower hereby requests that the Termination Date of the Commitments be extended from October 18, 2027 to October 18, 2028. It is the intent of the Borrower that this request for extension shall constitute notice of a request for extension pursuant to Section 2.17(a) of the Credit Agreement, and that the date first above written shall constitute the Notice Date.
The Credit Agreement and the Notes 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 amendment (the “Extension 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 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 Amendment to Xxxxxxx Xxxxxxx, Esq., XxXxxxxXxxxx, LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 by October 4, 2023. This Extension Amendment shall be effective upon satisfaction of the requirements of Section 2.17 of the Credit Agreement, but in no event prior to October 18, 2023.
This Extension 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 Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Extension Amendment.
This Extension Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
TARGET CORPORATION
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President and Treasurer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
BANKS:
BANK OF AMERICA, N.A.
By: /s/ X. Xxxxx Xxxxxxxx
Name: X. Xxxxx Xxxxxxxx
Title: Managing Director
CITIBANK, N.A.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxx Xxxx X’Xxxxxxx
Name: Xxxxx Xxxx X’Xxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
BARCLAYS BANK PLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
TARGET CORPORATION
Second Extension Amendment
Signature Page
FIFTH THIRD BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
TARGET CORPORATION
Second Extension Amendment
Signature Page
XXXXXXX XXXXX BANK USA
By: /s/ Xxxxxx XxXxxxx
Name: Xxxxxx XxXxxxx
Title: Authorized Signatory
TARGET CORPORATION
Second Extension Amendment
Signature Page
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Vice President
TARGET CORPORATION
Second Extension Amendment
Signature Page
MIZUHO BANK, LTD.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Executive Director
TARGET CORPORATION
Second Extension Amendment
Signature Page
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
TARGET CORPORATION
Second Extension Amendment
Signature Page
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
TARGET CORPORATION
Second Extension Amendment
Signature Page
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
TARGET CORPORATION
Second Extension Amendment
Signature Page
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
TARGET CORPORATION
Second Extension Amendment
Signature Page
FIRST HAWAIIAN BANK
By: /s/ Xxxxxxx Xxxxx-Xxxxxx
Name: Xxxxxxx Xxxxx-Xxxxxx
Title: Vice President
TARGET CORPORATION
Second Extension Amendment
Signature Page
