Exhibit (10)II
August 6, 2018
To the Banks party to the Credit Agreement referred to below
c/o Bank of America, N.A., as Administrative Agent for such Banks
222 Broadway, 14th Floor, NY3-222-14-03
New York, New York 10038
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 5, 2016, 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 (as amended by that certain Extension Letter dated as of August 7, 2017 and as amended hereby, the “Credit Agreement”; 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 5, 2022 to October 5, 2023.
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 Rebecca Chaffin, Esq., McGuireWoods, LLP, 201 North Tryon Street, Suite 3000, Charlotte, North Carolina 28202 by August 21, 2018.
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/ Sara Ross | ||
| Name: Sara Ross | ||
Title: Vice President and Assistant Treasurer | ||
TARGET CORPORATION
Extension Amendment
Signature Page
ADMINISTRATIVE AGENT: | ||
| BANK OF AMERICA, N.A., as | ||
| Administrative Agent | ||
By: /s/ Don B. Pinzon | ||
| Name: Don B. Pinzon | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
LENDERS: | ||
| BANK OF AMERICA, N.A. | ||
By: /s/ J. Casey Cosgrove | ||
| Name: J. Casey Cosgrove | ||
| Title: Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| CITIBANK, N.A. | ||
By: /s/ Carolyn Kee | ||
| Name: Carolyn Kee | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| JPMORGAN CHASE BANK, N.A. | ||
By: /s/ Anna Kostenko | ||
| Name: Anna Kostenko | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| U.S. BANK NATIONAL ASSOCIATION | ||
By: /s/ Mark D. Rodgers | ||
| Name: Mark D. Rodgers | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: /s/ Ekta Patel | ||
| Name: Ekta Patel | ||
| Title: Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| BARCLAYS BANK PLC | ||
By: /s/ Ritam Bhalla | ||
| Name: Ritam Bhalla | ||
| Title: Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
DEUTSCHE BANK AG NEW YORK BRANCH | ||
By: /s/ Ming K. Chu | ||
| Name: Ming K. Chu | ||
| Title: Director | ||
By: /s/ Virginia Cosenza | ||
| Name: Virginia Cosenza | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| GOLDMAN SACHS BANK USA | ||
By: /s/ Annie Carr | ||
| Name: Annie Carr | ||
| Title: Authorized Signatory | ||
TARGET CORPORATION
Extension Amendment
Signature Page
HSBC BANK USA, NATIONAL ASSOCIATION | ||
By: /s/ Alan Vitulich | ||
| Name: Alan Vitulich | ||
| Title: Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| MIZUHO BANK, LTD. | ||
By: /s/ Donna DeMagistris | ||
| Name: Donna DeMagistris | ||
| Title: Authorized Signatory | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| ROYAL BANK OF CANADA | ||
By: /s/ Gordon MacArthur | ||
| Name: Gordon MacArthur | ||
| Title: Authorized Signatory | ||
TARGET CORPORATION
Extension Amendment
Signature Page
THE TORONTO-DOMINION BANK, NEW YORK BRANCH | ||
By: /s/ Annie Dorval | ||
| Name: Annie Dorval | ||
| Title: Authorized Signatory | ||
TARGET CORPORATION
Extension Amendment
Signature Page
MUFG BANK, LTD., formerly known as THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
By: /s/ Eric Hill | ||
| Name: Eric Hill | ||
| Title: Authorized Signatory | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| FIFTH THIRD BANK | ||
By: /s/ Miranda C. Stokes | ||
| Name: Miranda C. Stokes | ||
| Title: Managing Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
SUMITOMO MITSUI BANKING CORPORATION | ||
By: /s/ James D. Weinstein | ||
| Name: James D. Weinstein | ||
| Title: Managing Director | ||
TARGET CORPORATION
Extension Amendment
Signature Page
STATE STREET BANK & TRUST COMPANY | ||
By: /s/ Andrei Bourdine | ||
| Name: Andrei Bourdine | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page
| FIRST HAWAIIAN BANK | ||
By: /s/ Derek Chang | ||
| Name: Derek Chang | ||
| Title: Vice President | ||
TARGET CORPORATION
Extension Amendment
Signature Page