Toys R Us Inc Sample Contracts

TOYS "R" US, INC. as Issuer and THE BANK OF NEW YORK as Trustee Indenture
Indenture • November 20th, 2001 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Exhibit 4 (ix) PARTICIPATION AGREEMENT Dated as of September 26, 2001
Participation Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
FIRST SUPPLEMENTAL INDENTURE DATED AS OF May __, 2002 BETWEEN TOYS "R" US, INC. AS ISSUER AND THE BANK OF NEW YORK AS TRUSTEE
First Supplemental Indenture • May 13th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 1.1(a) TOYS "R" US, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • April 8th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
and
Rights Agreement • April 16th, 1999 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
RECITALS
Separation Agreement • April 26th, 2000 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
EXHIBIT 1.1 TOYS "R" US, INC. DEBT SECURITIES FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • March 24th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
TOYS "R" US, INC. $400,000,000 7.875% Notes Due 2013 TERMS AGREEMENT
Terms Agreement • April 8th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops
AND
Pledge Agreement • May 13th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
among
Credit Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
BETWEEN
Employment Agreement • May 2nd, 2001 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
among
364-Day Credit Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Rights Agent Rights Agreement
Rights Agreement • January 8th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
INDENTURE Dated as of August 1, 2012 Between TOYS “R” US, INC., and THE BANK OF NEW YORK MELLON as Trustee, 10.375% SENIOR NOTES DUE 2017
Indenture • September 25th, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

INDENTURE, dated as of August 1, 2012, between Toys “R” Us, Inc., a Delaware corporation (the “Issuer”) and The Bank of New York Mellon, as Trustee.

BETWEEN
Supplemental Indenture • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
and
Rights Agreement • January 16th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
REGISTRATION RIGHTS AGREEMENT by and among TOYS “R” US PROPERTY COMPANY I, LLC MAP REAL ESTATE, LLC WAYNE REAL ESTATE COMPANY, LLC TRU 2005 RE I, LLC TRU 2005 RE II TRUST and Banc of America Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs...
Registration Rights Agreement • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 9, 2009, by and among Toys “R” Us Property Company I, LLC (formerly know as TRU 2005 RE Holding Co. I, LLC), a Delaware limited liability company (the “Company”), the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10.75% Senior Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”

Exhibit 4 (viii) LEASE AGREEMENT Dated as of September 26, 2001
Lease Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Exhibit 10B*
Employment Agreement • April 28th, 1999 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
AND
Purchase Contract Agreement • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
TOYS "R" US, INC.,
Merger Agreement • December 17th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
TOYS “R” US PROPERTY COMPANY I, LLC, TOYS “R” US, INC. and THE GUARANTORS PARTY HERETO 10.75% SENIOR NOTES DUE 2017 INDENTURE DATED AS OF JULY 9, 2009 THE BANK OF NEW YORK MELLON as Trustee
Indenture • September 4th, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This Indenture, dated as of July 9, 2009, is by and among Toys “R” Us Property Company I, LLC (formerly known as TRU 2005 RE Holding Co. LLC), a Delaware limited liability company (the “Company”), the Guarantors (as defined herein), Toys “R” Us, Inc. (“Parent”) (with respect to Article XII and provisions related thereto only) and The Bank of New York Mellon, as trustee (the “Trustee”).

AND
Pledge Agreement • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 3rd, 1996 • Toys R Us Inc / • Retail-hobby, toy & game shops • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 11th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
REGISTRATION RIGHTS AGREEMENT by and among TOYS “R” US, INC. and Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Citigroup Global Markets, LLC Credit Suisse Securities (USA) LLC HSBC Securities...
Registration Rights Agreement • September 25th, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2012, by and among Toys “R” Us, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Citigroup Global Markets, LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10.375% Senior Notes due 2017 (the “Securities”) pursuant to the Purchase Agreement (as defined below).

EMPLOYMENT AGREEMENT Richard Barry
Employment Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 10, 2012 (the “Execution Date”) by and between Toys “R” Us, Inc. (the “Company”) and Richard Barry (the “Executive”).

BETWEEN
Retention Agreement • April 24th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
BETWEEN
Retention Agreement • June 17th, 1997 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey