[a05-15499_1ex10.htm#aAmendmentsandWaivers8]
Section 9.06 [a05-15499_1ex10.htm#aSuccessorsandAssigns9]
Successors and Assigns [a05-15499_1ex10.htm#aSuccessorsandAssigns9]
Section 9.07 [a05-15499_1ex10.htm#aCollateral10]
Collateral [a05-15499_1ex10.htm#aCollateral10]
Section 9.08 [a05-15499_1ex10.htm#aReplacementofBanks11]
Replacement of Banks [a05-15499_1ex10.htm#aReplacementofBanks11]
Section 9.09 [a05-15499_1ex10.htm#aGoverningLawSubmissiontoJurisdictio12]
Governing Law; Submission to Jurisdiction
[a05-15499_1ex10.htm#aGoverningLawSubmissiontoJurisdictio12]
Section 9.10 [a05-15499_1ex10.htm#aCounterpartsIntegration13]
Counterparts; Integration [a05-15499_1ex10.htm#aCounterpartsIntegration13]
Section 9.11 [a05-15499_1ex10.htm#aConfidentiality14]
Confidentiality [a05-15499_1ex10.htm#aConfidentiality14]
Section 9.12 [a05-15499_1ex10.htm#aUSAPATRIOTActNotice15]
USA PATRIOT Act Notice [a05-15499_1ex10.htm#aUSAPATRIOTActNotice15]
SCHEDULE I:
Senior Managing Agents and Managing Agents
SCHEDULE II:
Co-Agents
EXHIBIT A [a05-15499_1ex10.htm#ExhibitaNote_171854]
Note [a05-15499_1ex10.htm#ExhibitaNote_171854]
EXHIBIT B [a05-15499_1ex10.htm#ExhibitbFormofMoneyMarketQuoteReq_172334]
Form of Money Market Quote Request
[a05-15499_1ex10.htm#ExhibitbFormofMoneyMarketQuoteReq_172334]
EXHIBIT C [a05-15499_1ex10.htm#ExhibitcFormofInvitationForMoneyM_172546]
Form of Invitation for Money Market Quotes
[a05-15499_1ex10.htm#ExhibitcFormofInvitationForMoneyM_172546]
EXHIBIT D [a05-15499_1ex10.htm#ExhibitdFormofMoneyMarketQuote_172736]
Form of Money Market Quote
[a05-15499_1ex10.htm#ExhibitdFormofMoneyMarketQuote_172736]
EXHIBIT E [a05-15499_1ex10.htm#ExhibiteFormofCommitmentIncreaseA_173053]
Form of Commitment Increase Agreement
[a05-15499_1ex10.htm#ExhibiteFormofCommitmentIncreaseA_173053]
EXHIBIT F [a05-15499_1ex10.htm#ExhibitfFormofAddedBankAgreement_173341]
Form of Added Bank Agreement
[a05-15499_1ex10.htm#ExhibitfFormofAddedBankAgreement_173341]
EXHIBIT G [a05-15499_1ex10.htm#ExhibitgOpinionOfCounselForTheBor_173954]
Opinion of Counsel for the Borrower
[a05-15499_1ex10.htm#ExhibitgOpinionOfCounselForTheBor_173954]
EXHIBIT H [a05-15499_1ex10.htm#Exhibith_174029]
Opinion of Helms Mulliss & Wicker, PLLC, Special Counsel for the Agent
[a05-15499_1ex10.htm#Exhibith_174029]
EXHIBIT I [a05-15499_1ex10.htm#Exhibiti_174133]
Assignment and Assumption Agreement [a05-15499_1ex10.htm#Exhibiti_174133]
EXHIBIT J [a05-15499_1ex10.htm#Exhibitj_174534]
Form of Borrowing Notice [a05-15499_1ex10.htm#Exhibitj_174534]
FIVE-YEAR CREDIT AGREEMENT
THIS FIVE-YEAR CREDIT AGREEMENT, dated as of June 9, 2005, is among TARGET
CORPORATION, a Minnesota corporation, the BANKS listed on the signature
pages hereof, the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS,
CO-DOCUMENTATION AGENTS and CO-SYNDICATION AGENTS listed herein and BANK OF
AMERICA, N.A., as Administrative Agent.
WHEREAS, the Borrower (as defined below) has requested that the Banks and the
Agent (each as defined below) make available to it a revolving credit facility
of up to $1,600,000,000, subject to increase in accordance with the terms
hereof, the proceeds of which are to be used as a commercial paper backup
facility and for general corporate purposes; and
WHEREAS, the Banks and the Agent are willing to make such revolving credit
facility available to the Borrower upon the terms and conditions set forth
herein;
NOW, THEREFORE, the Borrower, the Banks and the Agent hereby agree as follows:
ARTICLE 1.
DEFINITIONS
Section 1.01
Definitions. The following terms, as
used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.
"Accounts Receivable" means those amounts due to a Person that would be
categorized as "accounts receivable" in accordance with generally accepted
accounting principles.
"Added Bank" has the meaning set forth in Section 2.17(a).
"Adjusted CD Rate" has the meaning set forth in Section 2.07(b).
"Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).
"Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.
"Agent" means Bank of America, N.A. in its capacity as administrative agent for
the Banks hereunder, and its successors in such capacity.
"Agreement" means this Five-Year Credit Agreement as the same may be amended or
restated from time to time in accordance with the terms hereof.
"Applicable Lending Office" means, with respect to any Bank, (i) in the case of
its Domestic Loans, its Domestic Lending Office, (ii) in the case