RE:
Ex(10)D
November 1, 2001
Target
Corporation
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx
- RE:
- Five-year Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party thereto.
Ladies and Gentlemen:
Reference is hereby made to the five-year Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party thereto (as amended, supplemented, modified or amended and restated from time to time, the "Credit Agreement"). The Borrower has requested an amendment with respect to Section 9.01 of the Credit Agreement to allow for the electronic posting of the financial statements, certificates, reports or other information required under certain subsections of Section 5.01 of the Credit Agreement to an Internet website established by XxxxxXxxxx.xxx or other similarly available electronic media.
The Borrower, the Agent and the Banks hereby agree that Section 9.01 of the Credit Agreement is hereby amended to add the following three sentences to the end thereof:
Notwithstanding any other provision of this Section 9.01, in the case of any communication required by subsections (a), (b), (c), (d), (f), (g) or (i) of Section 5.01, in addition to the methods of delivery described above, any such communication may be made by the posting of such financial statements, reports, officer's certificates or other information to an Internet website established by the Agent with IntraLinks, Inc. or other similarly available electronic media (a "Posting Website") or, in the case of information required under Sections 5.01 (a), (b) and (g) only, by the posting on the Posting Website of the universal resource locator (URL) where such information may be obtained. Upon the initial establishment of the Posting Website, the Agent shall give notice to each Bank of the URL for the Posting Website in writing by mail or facsimile transmission as described above. Each communication made by the Borrower pursuant to the second preceding sentence, shall be deemed to have been delivered when the information contained therein is posted to the Posting Website.
Target
Corporation, Inc.
November 1, 2001
Page 2
The Borrower, the Agent and the Banks hereby further agree that Section 9.03(b) of the Credit Agreement is hereby amended to add the following sentence to the end thereof:
No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through internet, Intralinks or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee has engaged in gross negligence or willful misconduct as determined by a court of competent jurisdiction with respect to the access to such information.
None of the terms or conditions of this Letter Agreement may be changed, modified, waived, or canceled, except as provided in the Credit Agreement. Except as specifically set forth herein, the Credit Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms.
Except as expressly set forth herein, the amendments provided herein shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of the Banks or the Agent under the Credit Agreement, nor shall they constitute a waiver of any Default or Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to by such amendment. Except as expressly amended herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof.
Sincerely yours,
Xxx
X. Xxxxxxxxxx
Vice President
ACCEPTED AND AGREED TO this 16th day of November, 2001 |
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BANK OF AMERICA, N.A., as Agent, as a Bank and as an Issuing Bank |
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By: |
/s/ Xxx X. Xxxxxxxxxx |
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Name: Xxx X. Xxxxxxxxxx Title: Vice President |
Target Corporation, Inc.
November 1, 2001
Page 3
U.S. BANK NATIONAL ASSOCIATION | |||
By: |
/s/ Xxx X. Xxxxxx, Xx. |
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Name: | Xxx X. Xxxxxx, Xx. |
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Title: | Vice President |
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BANK ONE, NA |
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By: |
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Name: | |
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Title: | |
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CITICORP USA, INC. |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: | Xxxx X. Xxxxxx |
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Title: | Vice President |
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FLEET NATIONAL BANK |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: | Xxxxxxxx X. Xxxxxx |
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Title: | Director |
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HSBC BANK USA |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: | Xxxx Xxxxxxxx |
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Title: | Senior Vice President |
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK |
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: | Xxxx Xxxxxxxxx |
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Title: | Vice President |
Target
Corporation, Inc.
November 1, 2001
Page 4
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH |
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By: |
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Name: | |
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Title: | |
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THE INDUSTRIAL BANK OF JAPAN LIMITED |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: | Xxxxxxx Xxxxx |
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Title: | General Manager |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION |
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By: |
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Name: | |
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Title: | |
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By: |
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Name: | |
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Title: | |
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THE BANK OF NEW YORK |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: | Xxxxxxx X. Xxxxxx |
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Title: | Vice President |
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STANDARD CHARTERED BANK |
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By: |
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Name: | |
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Title: | |
Target
Corporation, Inc.
November 1, 2001
Page 0
XXXXX XXXXXX BANK & TRUST COMPANY |
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By: |
/s/ Xxxxxxxxx Xxxx-Xxxxxxxx |
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Name: | Xxxxxxxxx Xxxx-Xxxxxxxx |
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Title: | Assistant Vice President |
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MICHIGAN NATIONAL BANK |
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By: |
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Name: | |
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Title: | |
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FIRSTAR BANK, N.A. |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: | Xxxxxx X. Xxxxxx |
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Title: | Vice President |
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SUNTRUST BANK |
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By: |
/s/ Xxxxx X. Dash |
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Name: | Xxxxx X. Dash |
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Title: | Vice President |
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FIRST UNION NATIONAL BANK |
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By: |
/s/ Xxxxxxx X. Xxx |
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Name: | Xxxxxxx X. Xxx |
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Title: | Vice President |
Target
Corporation, Inc.
November 1, 2001
Page 6
BNP PARIBAS | |||
By: |
/s/ Jo Xxxxx Xxxxxx |
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Name: | Jo Xxxxx Xxxxxx |
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Title: | Director |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: | Xxxxxxx X. Xxxx |
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Title: | Central Region Manager |
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COMERICA BANK |
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By: |
/s/ Xxxxxxx X'Xxxxxx |
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Name: | Xxxxxxx X'Xxxxxx |
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Title: | Vice President |
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ALLFIRST BANK |
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By: |
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Name: | |
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Title: | |
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NATIONAL CITY BANK |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx |
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Title: | Vice President |
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BANCA DI ROMA—CHICAGO BRANCH |
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By: |
/s/ Xxxxx Xxxxxxxxxx |
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Name: | Xxxxx Xxxxxxxxxx |
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Title: | Vice President |
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By: |
/s/ Enrico Verdoscia |
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Name: | Enrico Verdoscia |
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Title: | Sr. Vice President |
Target
Corporation, Inc.
November 1, 2001
Page 7
FIFTH THIRD BANK | |||
By: |
/s/ Xxxxxx X. Xxxx |
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Name: | Xxxxxx X. Xxxx |
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Title: | Assistant Vice President |
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UMB BANK, N.A. |
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By: |
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Name: | |
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Title: | |
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HIBERNIA NATIONAL BANK |
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By: |
/s/ Xxxx Xxxxxx |
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Name: | Xxxx Xxxxxx |
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Title: | Portfolio Manager |
ACKNOWLEDGED AND AGREED this 16th day of November, 2001: |
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TARGET CORPORATION |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: | Xxxxxxx Xxxxxxx |
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Title: | Vice President and Treasurer |