AMENDMENT NO. 2, dated as of January 31, 2011 (this “Amendment<\/u>“), by
\nand among TARGET RECEIVABLES LLC (formerly known as TARGET RECEIVABLES
\nCORPORATION), a Minnesota limited liability company, as Transferor, TARGET
\nNATIONAL BANK (formerly known as RETAILERS NATIONAL BANK), a national banking
\nassociation, as Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly
\nknown as WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION), a national banking
\nassociation, as Trustee, to the AMENDED AND RESTATED POOLING AND SERVICING
\nAGREEMENT, dated as of April 28, 2000, as amended by Amendment No. 1 thereto,
\ndated as of August 22, 2001 (the “Pooling and Servicing Agreement<\/u>“), by
\nand among the Transferor, the Servicer and the Trustee.<\/p>\n<\/p>\n
W<\/u> I<\/u> T<\/u> N<\/u> E<\/u> S<\/u> S<\/u>
\nE<\/u> T<\/u> H<\/u>:<\/p>\n
\n
WHEREAS, the Board of Directors of the Transferor has duly adopted
\nresolutions, (i) approving the change of the name of the Transferor from “Target
\nReceivables Corporation” to “Target Receivables LLC” and (ii) approving the
\nconversion of the Transferor from a Minnesota corporation to a Minnesota limited
\nliability company;<\/p>\n<\/p>\n
WHEREAS, the parties to this Amendment have heretofore executed and delivered
\nAmendment No. 1 to the Pooling and Servicing Agreement, dated as of August 22,
\n2001;<\/p>\n<\/p>\n
WHEREAS, the Transferor, the Servicer and the Trustee desire to amend the WHEREAS, Section 13.1(a) of the Pooling and Servicing Agreement provides that \n 1<\/p>\n <\/p>\n \n WHEREAS, pursuant to Section 13.2(d)(i) of the Pooling and Servicing WHEREAS, the conditions precedent to the execution of this Amendment have NOW, THEREFORE, the parties hereto hereby are executing and delivering this Capitalized terms used but not defined herein shall have the meanings ARTICLE I<\/p>\n \n Section 1.1 Definitions<\/u>.<\/p>\n<\/p>\n (a) Section 1.1 of the Pooling and Servicing Agreement shall be amended by “Transferor” shall mean Target Receivables LLC, a limited liability company Section 1.2 Replacement of Terms.<\/u> All occurrences of the terms “Target ARTICLE II<\/p>\n \n Section 2.1 Amendment to Section 2.3(a).<\/u> Section 2.3(a) of the Pooling \n 2<\/p>\n <\/p>\n \n (a) Organization and Good Standing<\/u>. Prior to January 31, 2011, the \n Section 2.2 Amendment to Section 2.3(b).<\/u> Section 2.3(b) of the Pooling (b) Due Qualification<\/u>. Prior to the Effective Date, the Transferor was Section 2.3 Amendment to Section 2.7(f).<\/u> The reference to “Separate \n 3<\/p>\n <\/p>\n \n Section 2.4 Amendment to Section 2.7(f)(i).<\/u> The references to Section 2.5 Amendment to Section 2.7(f)(ii).<\/u> The reference to the Section 2.6 Amendment to Section 2.7(f)(iii) through (v)<\/u>. All Section 2.7 Amendment to Section 2.7(f)(vi)<\/u>. The references to Section 2.8 Amendment to Section 2.7 (f)(vii)<\/u>. Section 2.7 (f)(vii) of \n (vii) Ensure that its Boards of Governors shall be elected independently from Section 2.9 Amendment to Section 2.7(f)(ix)<\/u>. The reference to Section 2.10 Amendment to Section 2.7(f)(x)<\/u>. Section 2.7(f)(x) of the \n 4<\/p>\n <\/p>\n \n (x) Ensure that no Affiliate of the Transferor shall advance funds to the Section 2.11 Amendment to Section 6.3(d)<\/u>. Section 6.3(d) of the (d) The Transferor Certificate (or any interest therein) may be transferred \n Section 2.12 Amendment to Section 6.4(a)<\/u>. The first paragraph of \n 5<\/p>\n <\/p>\n \n The Trustee shall cause to be kept at the office or agency to be maintained Section 2.13 Amendment to Section 13.1<\/u>. The reference to “Board of ARTICLE III<\/p>\n \n Section 3.1 Counterparts<\/u>. This Amendment may be executed in two or Section 3.2 Effect of Headings and Table of Contents.<\/u> The Article and \n Section 3.3 Separability.<\/u> In case any provision in this Amendment Section 3.4 Governing Law.<\/u> THIS AMENDMENT SHALL BE CONSTRUED Section 3.5 Effective Date.<\/u> This Amendment shall become effective as \n 6<\/p>\n <\/p>\n \n Section 3.6 Binding Effect; Ratification<\/u>. (a) On and after the (b) Except as expressly modified or amended in this Amendment, all of the \n 7<\/p>\n <\/p>\n \n IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly TARGET RECEIVABLES LLC<\/p>\n<\/td>\n<\/tr>\n (formerly known as TARGET RECEIVABLES CORPORATION),<\/p>\n<\/td>\n<\/tr>\n as Transferor<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Sara J. Ross<\/p>\n<\/td>\n<\/tr>\n Name: Sara J. Ross<\/p>\n<\/td>\n<\/tr>\n Title: Vice President and Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n TARGET NATIONAL BANK (formerly known as RETAILERS NATIONAL BANK),<\/p>\n<\/td>\n<\/tr>\n as Servicer<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Spencer Johnson<\/p>\n<\/td>\n<\/tr>\n Name: Spencer Johnson<\/p>\n<\/td>\n<\/tr>\n Title: Vice President<\/p>\n<\/td>\n<\/tr>\n WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly known as WELLS FARGO BANK as Trustee<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Kristen L. Puttin<\/p>\n<\/td>\n<\/tr>\n Name: Kristen L. Puttin<\/p>\n<\/td>\n<\/tr>\n Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Amendment No. 2<\/p>\n to the Amended and Restated Pooling and Servicing Agreement\n<\/p>\n<\/p>\n
\nPooling and Servicing Agreement pursuant to Section 13.1(a) thereof in order to
\nreflect the conversion of the Transferor to a limited liability company and make
\ncertain modifications to address the transfer of the membership interest in the
\nTransferor by Target Capital Corporation, a Minnesota corporation, to TCC
\nCorporation SARL, a soci t responsabilit limit e<\/em> existing and
\norganized under the laws of the Grand Duchy of Luxembourg;<\/p>\n<\/p>\n
\nthe Pooling and Servicing Agreement may be amended from time to time, under the
\ncircumstances set forth therein, including, without limitation, in connection
\nwith adding any provision to, changing in any manner or eliminating any of the
\nprovisions of the Pooling and Servicing Agreement or any Supplement or modifying
\nin any manner the rights of Certificateholders of any Series then issued and
\noutstanding, provided<\/em>, in each case, that (x) the Transferor shall have
\ndelivered to the Trustee an Officer153s Certificate to the effect that the
\nTransferor reasonably believes that such action shall not adversely affect in
\nany material respect the interests of any Investor Certificateholder, (y) the
\nRating Agency Condition shall have been satisfied with respect to any such
\namendment and (z) a Tax Opinion is delivered in connection with any such
\namendment;<\/p>\n
\n
\nAgreement, an Opinion of Counsel shall have been delivered to the Trustee in
\nconnection with the Amendment; and<\/p>\n<\/p>\n
\nbeen complied with.<\/p>\n<\/p>\n
\nAmendment in order to amend the Pooling and Servicing Agreement in the manner
\nset forth below.<\/p>\n<\/p>\n
\nassigned to them in the Pooling and Servicing Agreement.<\/p>\n<\/p>\n
\nreplacing the definition of “Transferor” with the following:<\/p>\n<\/p>\n
\nformed under the laws of the State of Minnesota, or its permitted successors or
\nassigns under this Agreement and additional transferors, if any, designated in
\naccordance with Sections 2.12 or 6.3(d).<\/p>\n<\/p>\n
\nReceivables Corporation” and “Target Receivables Corporation, a Minnesota
\ncorporation” in the Pooling and Servicing Agreement shall be replaced with the
\nterms “Target Receivables LLC” and “Target Receivables LLC, a Minnesota limited
\nliability company”, respectively. All such replacements shall be applicable for
\nthe singular, plural and possessive forms of the respective terms thereof.<\/p>\n<\/p>\n
\nand Servicing Agreement is hereby replaced in its entirety by the following:\n<\/p>\n
\n
\neffective date of Amendment No. 2 to this Agreement (the “Effective
\nDate<\/u>“), the Transferor was a corporation validly existing in good standing
\nunder the laws of the State of Minnesota, and had full power, authority and
\nlegal right to own its properties and conduct its business as such properties
\nwere at that time owned and such business was at that time conducted, to
\nexecute, deliver and perform its obligations under this Agreement and each
\nSupplement and to execute and deliver to the Trustee the Certificates pursuant
\nhereto. On and after the Effective Date, the Transferor is a limited liability
\ncompany validly existing in good standing under the laws of the State of
\nMinnesota, and has full power, authority and legal right to own its properties
\nand conduct its business as such properties are presently owned and such
\nbusiness is presently conducted, to execute, deliver and perform its obligations
\nunder this Agreement and each Supplement and to execute and deliver to the
\nTrustee the Certificates pursuant hereto.<\/p>\n
\nand Servicing Agreement is hereby replaced in its entirety by the following:\n<\/p>\n<\/p>\n
\nduly qualified to do business and was in good standing as a foreign corporation
\n(or was exempt from such requirements); the Transferor has obtained all
\nnecessary licenses and approvals in each jurisdiction in which failure to so
\nqualify or to obtain such licenses and approvals would render any Credit Card
\nAgreement relating to an Account owned by the Credit Card Originator or any
\nReceivable transferred to the Trust by the Transferor unenforceable by the
\nCredit Card Originator, the Transferor, the Servicer or the Trustee and would
\nhave a material adverse effect on the interests of the Certificateholders
\nhereunder or under any Supplement. On and after the Effective Date, the
\nTransferor is duly qualified to do business and is in good standing as a foreign
\nlimited liability company (or is exempt from such requirements); the Transferor
\nhas obtained all necessary licenses and approvals in each jurisdiction in which
\nfailure to so qualify or to obtain such licenses and approvals would render any
\nCredit Card Agreement relating to an Account owned by the Credit Card Originator
\nor any Receivable transferred to the Trust by the Transferor unenforceable by
\nthe Credit Card Originator, the Transferor, the Servicer or the Trustee and
\nwould have a material adverse effect on the interests of the Certificateholders
\nhereunder or under any Supplement.<\/p>\n<\/p>\n
\nCorporate Existence” in Section 2.7(f) of the Pooling and Servicing Agreement is
\nhereby replaced with “Separate Legal Existence.”<\/p>\n
\n
\n“corporation” and “incorporation” in Section 2.7(f)(i) of the Pooling and
\nServicing Agreement are hereby replaced with “limited liability company” and
\n“formation”, respectively.<\/p>\n<\/p>\n
\n“corporate use” in Section 2.7(f)(ii) of the Pooling and Servicing Agreement is
\nhereby replaced with “company use.”<\/p>\n<\/p>\n
\nreferences to “stockholders” in Sections 2.7(f) (iii) through (v) of the Pooling
\nand Servicing Agreement are hereby replaced with “members.”<\/p>\n<\/p>\n
\n“Articles of Incorporation”, “corporate formalities”, “stockholders” and
\n“corporate action” in Section 2.7(f)(vi) of the Pooling and Servicing Agreement
\nare hereby replaced with “Articles of Organization”, “company formalities”,
\n“members” and “company action”, respectively.<\/p>\n<\/p>\n
\nthe Pooling and Servicing Agreement is hereby replaced in its entirety by the
\nfollowing:<\/p>\n
\na board of elected or appointed members who jointly oversee the activities of
\nits Affiliates and shall at all times include at least two Independent Governors
\n(for purposes hereof, “Independent Governor<\/u>” shall mean an individual who
\n(i) is not, and during the immediately preceding three (3) years has not been, a
\ndirector, officer, employee, or affiliate of Target Corporation or any of its
\nsubsidiaries or affiliates (other than the Transferor), (ii) does not have any
\nownership interest in the Transferor and (iii) who does not have any ownership
\ninterest in Target Corporation or any other subsidiary or affiliate thereof,
\nother than shares of common stock of Target Corporation (x) having an aggregate
\nvalue of less than 10% of such individual153s net worth and (y) representing less
\nthan one-half of 1% of the total number of outstanding shares or such common
\nstock).<\/p>\n<\/p>\n
\n“corporate name” in Section 2.7(f)(ix) of the Pooling and Servicing Agreement is
\nhereby replaced with “company name.”<\/p>\n<\/p>\n
\nPooling and Servicing Agreement is hereby replaced in its entirety by the
\nfollowing:<\/p>\n
\n
\nTransferor, other than capital contributions from TCC Corporation SARL, a
\nsoci t responsabilit limit e<\/em> existing and organized under the laws
\nof the Grand Duchy of Luxembourg, (“TCC Corporation SARL<\/u>“) made to enable
\nthe Transferor to pay the purchase price of Receivables, pursuant to the
\nMemorandum of Understanding, dated as of January 31, 2011 by and between TCC
\nCorporation SARL as parent, the Transferor as subsidiary and TCC, or as is
\notherwise provided in the Receivables Purchase Agreement, and no Affiliate of
\nthe Transferor will otherwise supply funds to, or guaranty debts of, the
\nTransferor; provided<\/em>, however<\/em> that the Transferor may issue a
\nsubordinated note and otherwise be indebted to TCC in connection with the
\npayment of the purchase price for Receivables as provided in the Receivables
\nPurchase Agreement.<\/p>\n<\/p>\n
\nPooling and Servicing Agreement is hereby replaced in its entirety by the
\nfollowing:<\/p>\n<\/p>\n
\nto a Person which is a member of the “affiliated group” as defined in Code
\nSection 1504(a) of which Target National Bank is a member without the consent or
\napproval of the Holders of the Investor Certificates, provided that (i) the
\nRating Agency Condition shall have been satisfied with respect to such transfer,
\n(ii) the Transferor shall have delivered to the Trustee and each Rating Agency a
\nTax Opinion, dated the date of such transfer, with respect thereto, and (iii)
\nthe Transferor Amount (excluding the interest represented by any Supplemental
\nCertificate) shall not be less than the Required Retained Transferor Amount. In
\nconnection with any such transfer, the Person to whom the Transferor Certificate
\nis transferred will, by its acquisition and holding of an interest in the
\nTransferor Certificate, assume all of the rights and obligations of the
\nTransferor as described in this Agreement and in any Supplement or amendment
\nthereto (including the right under this paragraph (d) with respect to subsequent
\ntransfers of an interest in the Transferor Certificate). The right to payment on
\nthe Transferor Certificate may only be transferred upon record of the transfer
\nand exchange being made in the Certificate Register as provided in Section 6.4.
\nUpon surrender for registration of transfer of the Transferor Certificate at any
\noffice or agency of the Transfer Agent and Registrar maintained for such
\npurpose, a new Transferor Certificate shall be executed, authenticated and
\ndelivered, in the name of the designated transferee. All Transferor Certificates
\nsurrendered for registration of transfer and exchange shall be canceled and
\ndisposed of in a manner satisfactory to the Trustee.<\/p>\n
\nSection 6.4(a) of the Pooling and Servicing Agreement is hereby replaced in its
\nentirety by the following:<\/p>\n
\n
\nin accordance with the provisions of Section 11.16 a register (the
\n“Certificate Register<\/u>“) in which, subject to such reasonable regulations
\nas it may prescribe, a transfer agent and registrar (which may be the Trustee)
\n(“Transfer Agent and Registrar<\/u>“) shall provide for the registration of
\nthe Registered Certificates and the Transferor Certificate and of transfers and
\nexchanges of the Registered Certificates and the Transferor Certificate as
\nherein provided. The Transfer Agent and Registrar shall initially be Wells Fargo
\nBank, National Association, and any co-transfer agent and co-registrar chosen by
\nthe Transferor and acceptable to the Trustee, including, if and so long as any
\nSeries or Class is listed on the Luxembourg Stock Exchange and such exchange
\nshall so require, a co-transfer agent and co-registrar in Luxembourg. So long as
\nany Investor Certificates are outstanding, the Transferor shall maintain a
\nco-transfer agent and co-registrar in New York City. Any reference in this
\nAgreement to the Transfer Agent and Registrar shall include any co-transfer
\nagent and co-registrar unless the context requires otherwise.<\/p>\n<\/p>\n
\nDirectors” in Section 13.1 of the Pooling and Servicing Agreement is hereby
\nreplaced with “Board of Governors.”<\/p>\n<\/p>\n
\nmore counterparts (and by different parties on separate counterparts), each of
\nwhich shall be an original, but all of which together shall constitute one and
\nthe same instrument.<\/p>\n<\/p>\n
\nSection headings herein are for convenience only and shall not affect the
\nconstruction hereof.<\/p>\n
\nshall be invalid, illegal or unenforceable, the validity, legality, and
\nenforceability of the remaining provisions shall not be affected or impaired
\nthereby.<\/p>\n<\/p>\n
\nIN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
\nCONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
\nPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.<\/strong>\n<\/p>\n<\/p>\n
\nof the day and year first above written.<\/p>\n
\n
\nEffective Date, (i) this Amendment shall be a part of the Pooling and Servicing
\nAgreement and (ii) each reference in the Pooling and Servicing Agreement to
\n“this Agreement”, “the Pooling and Servicing Agreement”, “hereof”, “hereunder”
\nor words of like import, and each reference in any other transaction document to
\nthe Pooling and Servicing Agreement, shall mean and be a reference to the
\nPooling and Servicing Agreement as amended hereby.<\/p>\n<\/p>\n
\nterms, covenants, provisions, agreements and conditions of the Pooling and
\nServicing Agreement are hereby ratified and confirmed in every respect and shall
\nremain unmodified and unchanged and shall continue in full force and effect.\n<\/p>\n
\n
\nexecuted by their respective officers as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n
\n \n<\/td>\n \n \n \n<\/td>\n \n \n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n \n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n
\nMINNESOTA, NATIONAL ASSOCIATION),<\/p>\n<\/td>\n<\/tr>\n\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n
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