Credit Card Owner Trust – Target Corp.

TARGET CREDIT CARD OWNER TRUST 2008-1

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, dated as of November 10,
2009 (this “Amendment“), is entered into by and among Target Receivables
Corporation, a Minnesota corporation (“TRC“), Target Corporation, a
Minnesota corporation (“Target“), BOTAC, Inc., a Nevada corporation, as
note purchaser (in such capacity, the “Note Purchaser“) and Chase Bank
USA, National Association (“Chase USA“), a national banking association.

W I T N E S S
E T H:

WHEREAS, TRC, Target, the Note Purchaser and Chase USA entered into that
certain Note Purchase Agreement, dated as of May 5, 2008 (the
“Agreement“);

WHEREAS, pursuant to Section 15 of the Agreement, the parties hereto desire
to amend the Agreement to modify the provisions of Section 17 thereof.

NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Subsection 17(d). A new subsection 17(d) shall be added
and shall read as follows:

(d) Transferor Note Repurchase.

(i) The parties agree that a Transferor Note Repurchase shall be effectuated
by the execution of a repurchase agreement; provided, that,
notwithstanding any other provision to the contrary in the Basic Documents,
including Section 2.7 of the Indenture, TRC may purchase a portion of the Note
Principal Balance without the issuance of a new Note and the cancellation of the
Note acquired by TRC in connection with a Transferor Note Repurchase. The Note
Principal Balance, the Invested Amount and the Collateral Certificate principal
balance shall each be reduced by the same amount as if the Note had been
delivered for cancellation and cancelled in accordance with Section 2.7 of the
Indenture and Section 7.3 of the Series Supplement. Such repurchase agreement
shall be substantially in the form of Exhibit E attached hereto.

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(ii) On the date of a Transferor Note Repurchase, TRC shall deliver a copy of
the executed Repurchase Agreement to the Indenture Trustee, which shall reflect
the outstanding Note Principal Balance, the Invested Amount and the Collateral
Certificate principal balance as of the date of (and after giving effect to) the
Transferor Note Repurchase.

(iii) The parties agree and confirm that the Note Principal Balance, Invested
Amount and the Collateral Certificate principal balance shown in the Repurchase
Agreement shall reflect the outstanding Note Principal Balance, Invested Amount
and the Collateral Certificate principal balance as of the date of (and after
giving effect to) the Transferor Note Repurchase notwithstanding any amount
shown on the face of the Note or the Collateral Certificate.

ARTICLE II

MISCELLANEOUS

Section 2.1 Defined Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.

Section 2.2 Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof.

Section 2.3 Severability. If any one or more of the covenants,
agreements, provisions or terms or portions thereof of this Amendment shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms or portions thereof shall be deemed severable from the
remaining covenants, agreements, provisions or terms or portions of this
Amendment and shall in no way affect the validity or enforceability of the other
covenants, agreements, provisions or terms or portions of this Amendment.

Section 2.4 Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.

SECTION 2.5 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 LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

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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 AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

[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 CORPORATION
			By:	/s/ Sara J. Ross
				Name: Sara J. Ross
				Title: VP and Assistant Treasurer
			TARGET CORPORATION
			By:	/s/ Corey L. Haaland
				Name: Corey L. Haaland
				Title: VP, Treasurer
BOTAC, INC.
By	/s/ David A. Penkrot
	Name: David A. Penkrot
	Title: Senior Vice President
CHASE BANK USA, NATIONAL ASSOCIATION
By	/s/ Keith Schuck
	Name: Keith Schuck
	Title: President

Amendment No. 1 to Note Purchase Agreement

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As acknowledged and agreed to by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and Indenture Trustee

By	/s/ Kristen L. Puttin
	Name: Kristen L. Puttin
	Title: Vice President

Amendment No. 1 to Note Purchase Agreement

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Exhibit E

REPURCHASE AGREEMENT

THIS REPURCHASE AGREEMENT, dated as of , 20 , is
entered into by and between Target Receivables Corporation, a Minnesota
corporation (“TRC“) and BOTAC, Inc., a Nevada corporation (the “Note
Reseller“).

Pursuant to subsection 17(a) of the Note Purchase Agreement, dated as of May
5, 2008, as amended by Amendment No. 1 thereto, dated as of November 10, 2009,
by and among TRC, Target Corporation, the Note Reseller, as note purchaser, and
Chase Bank USA, National Association (as amended, the “Note Purchase
Agreement“), TRC agreed to purchase a portion of the Note Principal Balance
equal to the lesser of the Transferor Note Repurchase and the Available Series
2008-1 Principal Collections for the related Monthly Period. As of the
20 Determination Date, the Cap Test Percentage will have been equal to
or greater than the Cap Trigger for the three (3) immediately preceding Monthly
Periods. The Cap Test Percentage as of the 20 Determination
Date is % and based upon this Cap Test Percentage the amount of the
Transferor Note Repurchase is $ . The Available Series 2008-1 Principal
Collections for the related Monthly Period is $ . Capitalized terms used
but not defined herein shall have the meaning ascribed thereto in the Note
Purchase Agreement.

On the basis of the representations, warranties and agreements in the Note
Purchase Agreement, but subject to the terms and conditions therein set forth,
the Note Reseller agrees to resell to TRC, and TRC agrees to repurchase from the
Note Reseller, a portion of the Note Principal Balance equal to [the Transferor
Note Repurchase]/[$ ]. The purchase price for this portion of the Note
Principal Balance being purchased shall be the Accreted Note Value, which is
$ .

Payment of the purchase price shall be made by TRC in Federal (same day)
funds by wire transfer to an account previously designated to TRC by the Note
Reseller by 2:00 p.m. (New York time), on , 20 .

Following the payment, the Note Principal Balance shall be $ , the
Invested Amount shall be $ and the Collateral Certificate principal
balance shall be $ . Pursuant to subsection 17(d) of the Note Purchase
Agreement, the parties have agreed that any cancellation or reissuance of the
Note is not required.

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

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This Repurchase Agreement 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.

For the avoidance of doubt, and not in limitation of the repurchase made
herein, nothing in this Repurchase Agreement shall be deemed to supersede,
enlarge, modify or waive any of the provisions of the Note Purchase Agreement,
all of which shall survive the execution and delivery of this Repurchase
Agreement as provided in, and subject to the limitations set forth in, the Note
Purchase Agreement.

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

				TARGET RECEIVABLES CORPORATION
				By:
					Name:
					Title:
BOTAC, INC.
By
	Name:
	Title:

Exhibit E

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As acknowledged and agreed to by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and Indenture Trustee

By
	Name:
	Title:

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