[SIGNATURE PAGE TO 2012 EXTENSION AND AMENDMENT]
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
335 Madison Avenue, 4th 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 Rebecca S. Chaffin, McGuireWoods, LLP, 201 North Tryon Street, Suite 3000, Charlotte, North Carolina 28202.
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/ Sara Ross |
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| Name: | Sara Ross |
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| Title: | Assistant Treasurer |
[SIGNATURE PAGE
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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/ Don B. Pinzon |
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| Name: | Don B. Pinzon |
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| Title: | Vice President |
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| BANK OF AMERICA, N.A. | |
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| By: | /s/ J. Casey Cosgrove |
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| Name: | J. Casey Cosgrove |
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| Title: | Director |
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| CITIBANK, N.A. | |
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| By: | /s/ Nicholas Pateros |
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| Name: | Nicholas Pateros |
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| Title: | Vice President |
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| JPMORGAN CHASE BANK, N.A. | |
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| By: | /s/ Sarah Freedman |
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| Name: | Sarah Freedman |
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| Title: | Executive Director |
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| WELLS FARGO BANK, NATIONAL | |
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| ASSOCIATION, as Co-Documentation | |
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| Agent | |
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| By: | /s/ Peter Kiedrowski |
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| Name: | Peter Kiedrowski |
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| Title: | Director |
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| U.S. BANK NATIONAL ASSOCIATION | |
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| By: | /s/ Ludmila Yakovlev |
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| Name: | Ludmila Yakovlev |
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| Title: | Assistant Vice President |
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
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| By: | /s/ Christine Howatt | |
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| Name: | Christine Howatt | |
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| Title: | Authorized Signatory | |
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| BARCLAYS BANK PLC | |
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| By: | /s/ Ronnie Glenn |
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| Name: | Ronnie Glenn |
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| Title: | Vice President |
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| MIZUHO CORPORATE BANK, LTD. | |
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| By: | /s/ Tenya Mitsuboshi |
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| Name: | Tenya Mitsuboshi |
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| Title: | Deputy General Manager |
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| GOLDMAN SACHS BANK USA | |
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| By: | /s/ Mark Walton |
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| Name: | Mark Walton |
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| Title: | Authorized Signatory |
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| HSBC BANK USA, NATIONAL ASSOCIATION | ||
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| By: | /s/ Alan Vitulich | |
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| Name: | Alan Vitulich | |
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| Title: | Vice President | |
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| ROYAL BANK OF CANADA | |
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| By: | /s/ Gordon MacArthur |
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| Name: | Gordon MacArthur |
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| Title: | Authorized Signatory |
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| FIFTH THIRD BANK | |
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| By: | /s/ Gary S.Losey |
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| Name: | Gary S. Losey |
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| Title: | VP — Large Corporate Banking |
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| TORONTO DOMINION (NEW YORK) LLC | ||
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| By: | /s/ Debbie L. Brito | |
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| Name: | Debbie L. Brito | |
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| Title: | Authorized Signatory | |
[SIGNATURE PAGE
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| DEUTSCHE BANK AG NEW YORK BRANCH | ||
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| By: | /s/ Ming K. Chu | |
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| Name: | Ming K. Chu | |
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| Title: | Vice President | |
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| By: | /s/ Heidi Sandquist | |
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| Name: | Heidi Sandquist | |
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| Title: | Director | |
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| STATE STREET BANK AND TRUST COMPANY | ||
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| By: | /s/ Andrei Bourdine | |
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| Name: | Andrei Bourdine | |
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| Title: | Assistant Vice President | |
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| SUMITOMO MITSUI BANKING | |
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| CORPORATION, | |
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| By: | /s/ David W. Kee |
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| Name: | David W. Kee |
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| Title: | Managing Director |
[SIGNATURE PAGE
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| THE BANK OF NEW YORK MELLON | |
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| By: | /s/ Thomas J.Tarasovich, Jr. |
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| Name: | Thomas J. Tarasovich, Jr. |
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| Title: | Vice President |
[SIGNATURE PAGE
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| FIRST HAWAIIAN BANK | |
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| By: | /s/ Landon Santos |
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| Name: | Landon Santos |
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| Title: | Corporate Banking Officer |
[SIGNATURE PAGE
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