SENIOR UNSECURED NOTES AND
(II) $300.0 MILLION FROM THE INCURRENCE OF THE ISSUANCE OF THE SENIOR
SUBORDINATED NOTES.
(H)
THE TERMS AND CONDITIONS OF THE SENIOR UNSECURED NOTES AND THE
SENIOR SUBORDINATED NOTES (INCLUDING TERMS AND CONDITIONS RELATING TO THE
INTEREST RATE, FEES, AMORTIZATION, MATURITY, SUBORDINATION (IN THE CASE OF THE
SENIOR SUBORDINATED NOTES), COVENANTS, DEFAULTS AND REMEDIES) SHALL BE AS SET
FORTH IN THE SENIOR UNSECURED NOTES INDENTURE AND THE SENIOR SUBORDINATED NOTES
INDENTURE OR OTHERWISE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(I)
TARGET SHALL HAVE PURCHASED, OR CAUSED TO BE PURCHASED, EACH OF
THE ISSUED AND OUTSTANDING EXISTING SENIOR SUBORDINATED NOTES VALIDLY TENDERED
AND NOT WITHDRAWN IN THE DEBT TENDER OFFER AND, TO THE EXTENT NOT ALL THE
EXISTING SENIOR SUBORDINATED NOTES SHALL HAVE BEEN SO PURCHASED, THE REQUISITE
CONSENTS IN CONNECTION WITH THE CONSENT SOLICITATION SHALL HAVE BEEN OBTAINED,
AND THE EXISTING SENIOR SUBORDINATED NOTES INDENTURE SHALL HAVE BEEN AMENDED
PURSUANT TO AN EFFECTIVE SUPPLEMENTAL INDENTURE THAT REMOVES THE SIGNIFICANT
NEGATIVE COVENANTS THEREFROM.
(J)
ALL AMOUNTS DUE OR OUTSTANDING IN RESPECT OF THE EXISTING CREDIT
AGREEMENT SHALL HAVE BEEN (OR SUBSTANTIALLY SIMULTANEOUSLY WITH THE CLOSING
UNDER THIS AGREEMENT SHALL BE) PAID IN FULL, ALL COMMITMENTS IN RESPECT THEREOF
TERMINATED AND ALL GUARANTEES THEREOF AND SECURITY THEREFOR DISCHARGED AND
RELEASED, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THEREOF.
(K)
THE LENDERS SHALL HAVE RECEIVED THE FINANCIAL STATEMENTS REFERRED
TO IN SECTION 3.05.
(L)
ON THE CLOSING DATE, AFTER GIVING EFFECT TO THE TRANSACTIONS AND
THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, HOLDINGS SHALL HAVE OUTSTANDING NO
INDEBTEDNESS AND THE BORROWERS AND THE SUBSIDIARIES SHALL HAVE OUTSTANDING NO
INDEBTEDNESS OTHER THAN (I) THE LOANS AND OTHER EXTENSIONS OF CREDIT UNDER THIS
AGREEMENT, (II) THE SENIOR UNSECURED NOTES, (III) THE SENIOR SUBORDINATED NOTES,
AND (IV) OTHER INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01.
(M)
THE LENDERS SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE
SUBSTANTIALLY IN THE FORM OF EXHIBIT C AND SIGNED BY A FINANCIAL OFFICER OF THE
BORROWERS CONFIRMING THE SOLVENCY OF BORROWERS AND THEIR SUBSIDIARIES ON A
CONSOLIDATED BASIS AFTER GIVING EFFECT TO THE TRANSACTIONS ON THE CLOSING DATE.
(N)
THE AGENTS SHALL HAVE RECEIVED ALL FEES PAYABLE THERETO OR TO ANY
LENDER ON OR PRIOR TO THE CLOSING DATE AND, TO THE EXTENT INVOICED, ALL OTHER
AMOUNTS DUE AND PAYABLE PURSUANT TO THE LOAN DOCUMENTS ON OR PRIOR TO THE
CLOSING DATE, INCLUDING, TO THE EXTENT
90
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE FEES, CHARGES AND DISBURSEMENTS OF CRAVATH, SWAINE & MOORE
LLP) REQUIRED TO BE REIMBURSED OR PAID BY THE LOAN PARTIES HEREUNDER OR UNDER
ANY LOAN DOCUMENT.
(O)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 5.02 OF THE AGREEMENT.
(P)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, AT LEAST THREE
BUSINESS DAYS PRIOR TO THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION
REQUIRED BY REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND
ANTI-MONEY LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION, THE
USA PATRIOT ACT.
For