Amendment to Note Purchase Agreement – Target Corp.

AMENDMENT NO. 3, dated as of April 26, 2011 (this “Amendment“), by and
among TARGET RECEIVABLES LLC (formerly known as TARGET RECEIVABLES CORPORATION),
a Minnesota limited liability company (the “Transferor“), TARGET
CORPORATION, a Minnesota corporation (“Target“), JPMN II Inc. (formerly
known as BOTAC, Inc.), a Nevada corporation (the “Note Purchaser“), as
Note Purchaser and CHASE BANK USA, NATIONAL ASSOCIATION, a national banking
association (“Chase USA“), to the NOTE PURCHASE AGREEMENT, dated as of
May 5, 2008, as amended by Amendment No. 1 thereto, dated as of November 10,
2009, and Amendment No. 2 thereto, dated as of January 31, 2011 (as amended,
supplemented or otherwise modified, the “Note Purchase Agreement“), by
and among the Transferor, Target, the Note Purchaser and Chase USA. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Note Purchase Agreement or, if not defined therein, in the other Basic
Documents (as such term is defined in the Note Purchase Agreement).

W I T N E S S
E T H:

WHEREAS, the Transferor or an affiliate of the Transferor would like to have
the right to purchase the Floating Rate Asset-Backed Note (the “Note“)
issued by Target Credit Card Owner Trust 2008-1 (the “Issuer“) upon at
least 10 Business Days153 irrevocable prior written notice to Chase USA and the
Note Purchaser;

WHEREAS, upon the purchase of the Note, the Note will be cancelled pursuant
to Section 2.7 of the Indenture and Section 7.3 of the Series Supplement, the
Issuer will be terminated and the receivables reconveyed to TRLLC;

WHEREAS, the parties to this Amendment desire to amend the Note Purchase
Agreement pursuant to Section 15 thereof in order to provide for a right to
allow the Transferor or an affiliate of the Transferor to purchase the Note;

WHEREAS, Section 15 of the Note Purchase Agreement provides that no amendment
of any provision of the Note Purchase Agreement shall in any event be effective
unless (i) such amendment be in writing and signed by the parties thereto and
(ii) for so long as there is an Outstanding Series or Class that is rated by a
Rating Agency, such Rating Agency shall be provided notice of any amendment of
any provision of the Note Purchase Agreement; and

WHEREAS, the conditions precedent to the execution of this Amendment have
been complied with.

NOW, THEREFORE, the parties hereto hereby are executing and delivering this
Amendment in order to modify the Note Purchase Agreement in the manner set forth
below.

ARTICLE I

Section 1.1 SECTION 21. A new Section 21 shall be added and shall read
as follows:

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21. Note Purchase. (a) The parties hereto agree that on any Business
Day from, and including, September 30, 2011 to, and including, January 31, 2012,
occurring after the Transferor has provided at least 10 Business Days153
irrevocable prior written notice to each of Chase USA and the Note Purchaser of
the purchase of the Note, which notice shall specify the date on which payment
for the Note shall occur (the “Purchase Date“), the Transferor or any of
its affiliates, including Target, shall purchase the Note, in full, but not in
part, by wire transfer of immediately available funds to the Indenture Trustee
for further wire transfer to the Note Purchaser by 2:00 p.m. (New York time) on
the Purchase Date (or via any other funds flow previously agreed upon between
the Transferor and the Note Purchaser) in an amount equal to the sum
of (i) the product of (x) the Note Principal Balance as of the most
recent Distribution Date prior to such purchase date and (y) one (1)
minus the Adjustment Percentage for the most recent Distribution Date
prior to such purchase date, (ii) accrued and unpaid interest up to but not
including such purchase date and (iii) the amount specified for such date on
Schedule A.

Any purchase of the Note in full described in this Section 21(a) shall
constitute the full and final satisfaction of all monetary obligations due and
owing to the Note Purchaser with respect to the Note.

(b) In connection with a purchase pursuant to Section 21(a), each party
hereto, including the Note Purchaser and Chase USA, hereby agrees to execute and
deliver such purchase agreements, assignments, consents (including consents to
amendments to the Basic Documents), or certificates as Target may reasonably
deem necessary or appropriate, in form and substance reasonably satisfactory to
each such party, including each of the Note Purchaser and Chase USA, in
connection with the purchase of the Note contemplated in clause (a) above, the
cancellation of the Note, the termination of the Issuer and the termination of
Target Credit Card Master Trust; provided, that neither the Note
Purchaser nor Chase USA shall have any obligation under this Section 21(b) after
the Purchase Date.

ARTICLE II

Section 2.1 Counterparts. This Amendment may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

Section 2.2 Effect of Headings and Table of Contents. The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.

Section 2.3 Separability. In case any provision in this Amendment
shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not be affected or impaired
thereby.

Section 2.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS

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LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

THE PARTIES HERETO HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF
THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE PURCHASE
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.5 Effective Date. This Amendment shall become effective as
of the tenth (10th) Business Day after the day and year first above written (the
“Effective Date“). Any requirement of notice or delivery of any other
document required in connection with this Amendment is hereby waived by each
party entitled to such notice or other document.

Section 2.6 Binding Effect; Ratification. (a) On and after the
Effective Date, (i) this Amendment shall be a part of the Note Purchase
Agreement and (ii) each reference in the Note Purchase Agreement to “this
Agreement”, “the Note Purchase Agreement”, “hereof”, “hereunder” or words of
like import, and each reference in any other transaction document to the Note
Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement
as amended hereby.

(b) Except as expressly modified or amended in this Amendment, all of the
terms, covenants, provisions, agreements and conditions of the Note Purchase
Agreement are hereby ratified and confirmed in every respect and shall remain
unmodified and unchanged and shall continue in full force and effect.

[REMAINDER OF THE PAGE BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.

	TARGET RECEIVABLES LLC
	(formerly known as TARGET RECEIVABLES CORPORATION)
	By:	/s/ Sara J. Ross
		Name:	Sara J. Ross
		Title:	Vice President and Assistant Treasurer
	TARGET CORPORATION
	By:	/s/ Sara J. Ross
		Name:	Sara J. Ross
		Title:	Assistant Treasurer
	JPMN II INC.
	By:	/s/ Keith Schuck
		Name:	Keith Schuck
		Title:	Controller
	CHASE BANK USA, NATIONAL ASSOCIATION
	By:	/s/ David Hoyt
		Name:	David Hoyt
		Title:	Sr. Finance Director

Amendment No. 3

Note Purchase Agreement

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Schedule A

DATE		AMOUNT			DATE		AMOUNT
9/30/2011		$	103,000,000.00		12/1/2011		$	93,765,957.45
10/1/2011		$	102,851,063.83		12/2/2011		$	93,617,021.28
10/2/2011		$	102,702,127.66		12/3/2011		$	93,468,085.11
10/3/2011		$	102,553,191.49		12/4/2011		$	93,319,148.94
10/4/2011		$	102,404,255.32		12/5/2011		$	93,170,212.77
10/5/2011		$	102,255,319.15		12/6/2011		$	93,021,276.60
10/6/2011		$	102,106,382.98		12/7/2011		$	92,872,340.43
10/7/2011		$	101,957,446.81		12/8/2011		$	92,723,404.26
10/8/2011		$	101,808,510.64		12/9/2011		$	92,574,468.09
10/9/2011		$	101,659,574.47		12/10/2011		$	92,425,531.91
10/10/2011		$	101,510,638.30		12/11/2011		$	92,276,595.74
10/11/2011		$	101,361,702.13		12/12/2011		$	92,127,659.57
10/12/2011		$	101,212,765.96		12/13/2011		$	91,978,723.40
10/13/2011		$	101,063,829.79		12/14/2011		$	91,829,787.23
10/14/2011		$	100,914,893.62		12/15/2011		$	91,680,851.06
10/15/2011		$	100,765,957.45		12/16/2011		$	91,531,914.89
10/16/2011		$	100,617,021.28		12/17/2011		$	91,382,978.72
10/17/2011		$	100,468,085.11		12/18/2011		$	91,234,042.55
10/18/2011		$	100,319,148.94		12/19/2011		$	91,085,106.38
10/19/2011		$	100,170,212.77		12/20/2011		$	90,936,170.21
10/20/2011		$	100,021,276.60		12/21/2011		$	90,787,234.04
10/21/2011		$	99,872,340.43		12/22/2011		$	90,638,297.87
10/22/2011		$	99,723,404.26		12/23/2011		$	90,489,361.70
10/23/2011		$	99,574,468.09		12/24/2011		$	90,340,425.53
10/24/2011		$	99,425,531.91		12/25/2011		$	90,191,489.36
10/25/2011		$	99,276,595.74		12/26/2011		$	90,042,553.19
10/26/2011		$	99,127,659.57		12/27/2011		$	89,893,617.02
10/27/2011		$	98,978,723.40		12/28/2011		$	89,744,680.85
10/28/2011		$	98,829,787.23		12/29/2011		$	89,595,744.68
10/29/2011		$	98,680,851.06		12/30/2011		$	89,446,808.51
10/30/2011		$	98,531,914.89		12/31/2011		$	89,297,872.34
10/31/2011		$	98,382,978.72		1/1/2012		$	89,148,936.17
11/1/2011		$	98,234,042.55		1/2/2012		$	89,000,000.00
11/2/2011		$	98,085,106.38		1/3/2012		$	88,851,063.83
11/3/2011		$	97,936,170.21		1/4/2012		$	88,702,127.66
11/4/2011		$	97,787,234.04		1/5/2012		$	88,553,191.49
11/5/2011		$	97,638,297.87		1/6/2012		$	88,404,255.32
11/6/2011		$	97,489,361.70		1/7/2012		$	88,255,319.15
11/7/2011		$	97,340,425.53		1/8/2012		$	88,106,382.98
11/8/2011		$	97,191,489.36		1/9/2012		$	87,957,446.81
11/9/2011		$	97,042,553.19		1/10/2012		$	87,808,510.64
11/10/2011		$	96,893,617.02		1/11/2012		$	87,659,574.47
11/11/2011		$	96,744,680.85		1/12/2012		$	87,510,638.30
11/12/2011		$	96,595,744.68		1/13/2012		$	87,361,702.13
11/13/2011		$	96,446,808.51		1/14/2012		$	87,212,765.96
11/14/2011		$	96,297,872.34		1/15/2012		$	87,063,829.79
11/15/2011		$	96,148,936.17		1/16/2012		$	86,914,893.62
11/16/2011		$	96,000,000.00		1/17/2012		$	86,765,957.45
11/17/2011		$	95,851,063.83		1/18/2012		$	86,617,021.28
11/18/2011		$	95,702,127.66		1/19/2012		$	86,468,085.11
11/19/2011		$	95,553,191.49		1/20/2012		$	86,319,148.94
11/20/2011		$	95,404,255.32		1/21/2012		$	86,170,212.77
11/21/2011		$	95,255,319.15		1/22/2012		$	86,021,276.60
11/22/2011		$	95,106,382.98		1/23/2012		$	85,872,340.43
11/23/2011		$	94,957,446.81		1/24/2012		$	85,723,404.26
11/24/2011		$	94,808,510.64		1/25/2012		$	85,574,468.09
11/25/2011		$	94,659,574.47		1/26/2012		$	85,425,531.92
11/26/2011		$	94,510,638.30		1/27/2012		$	85,276,595.75
11/27/2011		$	94,361,702.13		1/28/2012		$	85,127,659.58
11/28/2011		$	94,212,765.96		1/29/2012		$	84,978,723.41
11/29/2011		$	94,063,829.79		1/30/2012		$	84,829,787.24
11/30/2011		$	93,914,893.62		1/31/2012		$	84,680,851.07

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