Amendment to Five-Year Credit Agreement Among Target Corporation and Bank Syndicate (November 2001)

Summary

This amendment involves Target Corporation, Bank of America (as Agent), and a group of banks. It modifies the existing five-year Credit Agreement dated June 22, 2000, to allow required financial statements and reports to be delivered electronically via a secure website. It also limits the liability of indemnified parties for damages from the use of such electronic postings, except in cases of gross negligence or willful misconduct. All other terms of the original Credit Agreement remain unchanged and in effect.

EX-10.D 6 a2095337zex-10_d.htm EXHIBIT 10D

Ex(10)D

November 1, 2001

Target Corporation
777 Nicollet Mall
Minneapolis, MN 55402
Attention: Sara Ross

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 IntraLinks.com 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,

Amy A. Krovocheck
Vice President

		ACCEPTED AND AGREED TO this 16th day of November, 2001
		BANK OF AMERICA, N.A., as Agent, as a Bank and as an Issuing Bank
		By:		/s/ Amy A. Krovocheck
		Name: Amy A. Krovocheck Title: Vice President

Target Corporation, Inc.
November 1, 2001
Page 3

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Sam S. Pepper, Jr.
		Name:	Sam S. Pepper, Jr.
		Title:	Vice President

		BANK ONE, NA
		By:
		Name:
		Title:

		CITICORP USA, INC.
		By:	/s/ Jean M. Bahnke
		Name:	Jean M. Bahnke
		Title:	Vice President

		FLEET NATIONAL BANK
		By:	/s/ Kathleen A. Dimock
		Name:	Kathleen A. Dimock
		Title:	Director

		HSBC BANK USA
		By:	/s/ Anne Serewicz
		Name:	Anne Serewicz
		Title:	Senior Vice President

		MORGAN GUARANTY TRUST COMPANY OF NEW YORK
		By:	/s/ Teri Streusand
		Name:	Teri Streusand
		Title:	Vice President

Target Corporation, Inc.
November 1, 2001
Page 4

		THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
		By:
		Name:
		Title:

		THE INDUSTRIAL BANK OF JAPAN LIMITED
		By:	/s/ Masashi Sakai
		Name:	Masashi Sakai
		Title:	General Manager

		WELLS FARGO BANK, NATIONAL ASSOCIATION
		By:
		Name:
		Title:
		By:
		Name:
		Title:

		THE BANK OF NEW YORK
		By:	/s/ William M. Barnum
		Name:	William M. Barnum
		Title:	Vice President

		STANDARD CHARTERED BANK
		By:
		Name:
		Title:

Target Corporation, Inc.
November 1, 2001
Page 5

		STATE STREET BANK & TRUST COMPANY
		By:	/s/ Elizabeth Ryan-Catalano
		Name:	Elizabeth Ryan-Catalano
		Title:	Assistant Vice President

		MICHIGAN NATIONAL BANK
		By:
		Name:
		Title:

		FIRSTAR BANK, N.A.
		By:	/s/ Sandra J. Hartay
		Name:	Sandra J. Hartay
		Title:	Vice President

		SUNTRUST BANK
		By:	/s/ Linda L. Dash
		Name:	Linda L. Dash
		Title:	Vice President

		FIRST UNION NATIONAL BANK
		By:	/s/ William F. Fox
		Name:	William F. Fox
		Title:	Vice President

Target Corporation, Inc.
November 1, 2001
Page 6

		BNP PARIBAS
		By:	/s/ Jo Ellen Bender
		Name:	Jo Ellen Bender
		Title:	Director
		By:	/s/ Richard L. Sted
		Name:	Richard L. Sted
		Title:	Central Region Manager

		COMERICA BANK
		By:	/s/ Timothy O'Rourke
		Name:	Timothy O'Rourke
		Title:	Vice President

		ALLFIRST BANK
		By:
		Name:
		Title:

		NATIONAL CITY BANK
		By:	/s/ Lisa M. Mahoney
		Name:	Lisa M. Mahoney
		Title:	Vice President

		BANCA DI ROMA—CHICAGO BRANCH
		By:	/s/ Joyce Montgomery
		Name:	Joyce Montgomery
		Title:	Vice President
		By:	/s/ Enrico Verdoscia
		Name:	Enrico Verdoscia
		Title:	Sr. Vice President

Target Corporation, Inc.
November 1, 2001
Page 7

		FIFTH THIRD BANK
		By:	/s/ Daniel W. Klus
		Name:	Daniel W. Klus
		Title:	Assistant Vice President

		UMB BANK, N.A.
		By:
		Name:
		Title:

		HIBERNIA NATIONAL BANK
		By:	/s/ Matt Breaux
		Name:	Matt Breaux
		Title:	Portfolio Manager

ACKNOWLEDGED AND AGREED this 16^th day of November, 2001:
TARGET CORPORATION
By:	/s/ Stephen Kowalke
Name:	Stephen Kowalke
Title:	Vice President and Treasurer