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EX-32.A - EXHIBIT 32.A - TARGET CORPtgt-20150131xexhibit32a.htm
EX-32.B - EXHIBIT 32.B - TARGET CORPtgt-20150131xexhibit32b.htm
EX-31.A - EXHIBIT 31.A - TARGET CORPtgt-20150131xexhibit31a.htm
EX-31.B - EXHIBIT 31.B - TARGET CORPtgt-20150131xexhibit31b.htm
EX-12 - EXHIBIT 12 - TARGET CORPtgt-20150131xexhibit_12.htm
EX-10.HH - EXHIBIT 10.HH - TARGET CORPtgt_exhibitx10hhx10-kxfy20.htm
EX-24 - EXHIBIT 24 - TARGET CORPtgt_exhibitx24x10-kxfy2014.htm
EX-23 - EXHIBIT 23 - TARGET CORPtgt_exhibitx23x10-kxfy2014.htm
EX-21 - EXHIBIT 21 - TARGET CORPtgt_exhibitx21x10-kxfy2014.htm
EX-10.AA - EXHIBIT 10.AA - TARGET CORPtgt_exhibitx10aax10-kxfy20.htm
EX-10.Y - EXHIBIT 10.Y - TARGET CORPtgt_exhibitx10yx10-kxfy2014.htm
EX-10.V - EXHIBIT 10.V - TARGET CORPtgt_exhibitx10vx10-kxfy2014.htm
EX-10.G - EXHIBIT 10.G - TARGET CORPtgt_exhibitx10gx10-kxfy2014.htm
EX-10.X - EXHIBIT 10.X - TARGET CORPtgt_exhibitx10xx10-kxfy2014.htm
EX-10.S - EXHIBIT 10.S - TARGET CORPtgt_exhibitx10sxfy2014x10-k.htm
EXCEL - IDEA: XBRL DOCUMENT - TARGET CORPFinancial_Report.xls
10-K - 10-K - TARGET CORPtgt-20150131x10k.htm
EX-10.W - EXHIBIT 10.W - TARGET CORPtgt_exhibitx10wx10-kxfy2014.htm
Exhibit (10)R


January 5, 2015

To the Banks party to the Credit Agreement referred to below
c/o Bank of America, N.A., as Agent for such Banks
222 Broadway, 14th Floor, NY3-222-14-03
New York, New York 10038
Attention: Agency Management Group

Re: Confidential Third Amendment of Credit Agreement

Ladies and Gentlemen:

Reference is made to that certain Five Year Credit Agreement dated as of October 14, 2011, as amended, among Target Corporation (the “Borrower”), the Banks (as defined therein) party thereto from time to time, the Co-Documentation Agents and Syndication Agent (each as defined therein) listed therein, and Bank of America, N.A., as administrative agent (as previously amended and as amended hereby, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement).

The Borrower has notified the Agent that Target Canada Co., a Nova Scotia unlimited liability company (“Target Canada”), Target Canada Property LP, an Ontario limited partnership (“Target Canada LP”), and/or Target Canada Property LLC, a Minnesota limited liability company (“Target Canada Property”), and/or one or more of the direct or indirect Subsidiaries of Target Canada (Target Canada Property, Target Canada LP, Target Canada and any and all such direct or indirect Subsidiaries being herein collectively called the “Target Canada Group”) may reorganize or liquidate the business of some or all of the Target Canada Group, including but not limited to commencing proceedings under Canadian or United States bankruptcy laws (a “Target Canada Proceeding”).

The Borrower hereby requests that, notwithstanding anything to the contrary contained in the Credit Agreement, so long as any Target Canada Proceeding is commenced by February 28, 2015, none of:

(i)
the commencement, continuation, prosecution or resolution of any Target Canada Proceeding;

(ii)
the taking by the Borrower or any of its direct or indirect Subsidiaries (including without limitation any member of the Target Canada Group) of any corporate action in respect of any Target Canada Proceeding or the commencement, continuation, prosecution or resolution thereof;


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(iii)
the acceleration of the maturity of any Debt or other obligations of any member of the Target Canada Group as a result of the commencement of a Target Canada Proceeding;

(iv)
the failure of any member of the Target Canada Group to pay any of its Debts or other obligations on a timely basis following the commencement of a Target Canada Proceeding;

(v)
the occurrence of any other event or condition following the commencement of a Target Canada Proceeding resulting in the acceleration of, or enabling any Person to accelerate, the maturity of any Debt or other obligations of any member of the Target Canada Group;

(vi)
the demand for payment by the Borrower or any of its other Subsidiaries, whether based upon guaranty agreements issued by the Borrower or any theory of suretyship, or the commencement or threatened commencement against the Borrower or any of its other Subsidiaries of any action, suit or proceeding seeking payment by such Person, of any Debt or other payment obligations of any member of the Target Canada Group following the commencement of a Target Canada Proceeding, or the failure by the Borrower or any such other Subsidiary to pay any Debt or other payment obligations of any member of the Target Canada Group on a timely basis to the extent the Borrower or such other Subsidiary is contesting its obligation to pay such Debt or other payment obligations in good faith by appropriate proceedings;

(vii)
the rendering against any member of the Target Canada Group of any judgments or orders following commencement of a Target Canada Proceeding or the failure of any such judgments or orders to be satisfied or stayed; or

(viii)
the taking by any creditors or other third parties of any other actions (including without limitation the commencement or threatened commencement of any other actions, suits or proceedings or the exercise or threatened exercise of any other rights or remedies) against or in respect of any member of the Target Canada Group or the property or assets or any member of the Target Canada Group following the commencement of a Target Canada Proceeding,

shall be deemed to be a breach of the representation set forth in Section 4.05 of the Credit Agreement nor shall be deemed to constitute an Event of Default under Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h) or Section 6.01(j) of the Credit Agreement.

By its execution hereof, the Borrower represents and warrants to the Banks, as an inducement to enter into this Amendment, that (a) no event or condition has occurred or exists which constitutes, or with notice or lapse of time or both would constitute, an Event of Default under the Credit Agreement, (b) the representations and warranties of the Borrower contained in the Credit Agreement are true as of the date of this Third Amendment as if made on the date of this

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Third Amendment, (c) this Third Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) this Third Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational documents.

This Third Amendment shall become effective when, and only when, the Agent shall have received counterparts of this Third Amendment executed by us and the Required Banks. The amendments set forth in this Third Amendment are subject to the provisions of Section 9.05 of the Credit Agreement.

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 Third Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

This Third 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 Third Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Third Amendment.

[Signature Pages Follow.]




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This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

 
 
 
 
 
TARGET CORPORATION
 
 
 
By:
/s/ Sara Ross
 
Name:
Sara Ross
 
Title:
Assistant Treasurer


[SIGNATURE PAGE TO THIRD AMENDMENT]



 
 
ADMINISTRATIVE AGENT:
 
 
 
 
 
BANK OF AMERICA, N.A., as
 
 
Administrative Agent
 
 
 
 
By:
/s/ J. Casey Cosgrove
 
Name:
J. Casey Cosgrove
 
Title:
Director
 
 
 
 
 
BANK OF AMERICA, N.A.
 
 
 
 
By:
/s/ J. Casey Cosgrove
 
Name:
J. Casey Cosgrove
 
Title
Director
 
 
CITIBANK, N.A.
 
 
 
 
By:
/s/ Nicholas Pateros
 
Name:
Nicholas Pateros
 
Title
Vice President
 
 
JPMORGAN CHASE BANK, N.A.
 
 
 
 
By:
/s/ Barry Bergman
 
Name:
Barry Bergman
 
Title
Managing Director
 
 
WELLS FARGO BANK, NATIONAL
 
 
ASSOCIATION
 
 
 
 
By:
/s/ Mark Halldorson
 
Name:
Mark H. Halldorson
 
Title
Director
 
 
U.S. BANK NATIONAL
 
 
ASSOCIATION
 
 
 
 
By:
/s/ Michael J. Staloch
 
Name:
Michael J. Staloch
 
Title
Senior Vice President

    


[SIGNATURE PAGE TO THIRD AMENDMENT]



 
 
THE BANK OF
 
 
TOKYO-MITSUBISHI, LTD.
 
 
 
 
By:
/s/ Victor Pierzchalski
 
Name:
Victor Pierzchalski
 
Title
Authorized Signatory
 
 
BARCLAYS BANK PLC
 
 
 
 
By:
/s/ Ronnie Glenn
 
Name:
Ronnie Glenn
 
Title
Vice President
 
 
MIZUHO CORPORATE BANK,
 
 
LTD.
 
 
 
 
By:
/s/ David Lim
 
Name:
David Lim
 
Title
Authorized Signatory
 
 
GOLDMAN SACHS BANK USA
 
 
 
 
By:
/s/ Michelle Latzoni
 
Name:
Michelle Latzoni
 
Title
Authorized Signatory
 
 
HSBC BANK USA, NATIONAL
 
 
ASSOCIATION
 
 
 
 
By:
/s/ Alan Vitulich
 
Name:
Alan Vitulich
 
Title
Director
 
 
ROYAL BANK OF CANADA
 
 
 
 
By:
/s/ Simone G. Vinocour McKeever
 
Name:
Simone G. Vinocour McKeever
 
Title
Authorized Signatory

    


    

[SIGNATURE PAGE TO THIRD AMENDMENT]



 
 
FIFTH THIRD BANK
 
 
 
 
By:
/s/ Gary S. Losey
 
Name:
Gary S. Losey
 
Title
VP - Corporate Banking
 
 
TORONTO DOMINION
 
 
(NEW YORK) LLC
 
 
 
 
By:
/s/ Massod Fikree
 
Name:
Masood Fikree
 
Title
Authorized Signatory
 
 
DEUTSCHE BANK AG NEW YORK
 
 
BRANCH
 
 
 
 
By:
/s/ Virginia Cosenza
 
Name:
Virginia Cosenza
 
Title
Vice President
 
 
 
 
By:
/s/ Andreas Neumeier
 
Name:
Andreas Neumeier
 
Title
Managing Director
 
 
STATE STREET BANK & TRUST
 
 
COMPANY
 
 
 
 
By:
/s/ Andrei Bourdine
 
Name:
Andrei Bourdine
 
Title
Vice President
 
 
SUMITOMO MITSUI BANKING
 
 
CORPORATION
 
 
 
 
By:
/s/ David Kee
 
Name:
David Kee
 
Title
Managing Director
    

        

    


[SIGNATURE PAGE TO THIRD AMENDMENT]



 
 
THE BANK OF NEW YORK
 
 
MELLON
 
 
 
 
By:
/s/ William M. Feathers
 
Name:
William M. Feathers
 
Title
Vice President
 
 
FIRST HAWAIIAN BANK
 
 
 
 
By:
/s/ Derek Chang
 
Name:
Derek Chang
 
Title
Vice President

    




[SIGNATURE PAGE TO THIRD AMENDMENT]