Exhibit 4 (ix) PARTICIPATION AGREEMENT Dated as of September 26, 2001Participation Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 4.2 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY"). THIS NOTE MAY NOT BE TRANSFERRED EXCEPT...Toys R Us Inc • April 8th, 2003 • Retail-hobby, toy & game shops • New York
andRights Agreement • April 16th, 1999 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
TOYS "R" US, INC. $400,000,000 7.875% Notes Due 2013 TERMS AGREEMENTTerms Agreement • April 8th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops
EXHIBIT 2 SHAREHOLDERS AGREEMENT AGREEMENT, dated October 1, 1996 (this "Agreement"), by and among TOYS "R" US, Inc., a Delaware corporation ("Acquiror"), and Jack P. Tate ("Tate") and Linda M. Robertson ("Robertson") (each, a "Shareholder", and...Shareholders Agreement • October 11th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Exhibit 4 (viii) LEASE AGREEMENT Dated as of September 26, 2001Lease Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
ANDPledge Agreement • May 13th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
BETWEENEmployment Agreement • May 2nd, 2001 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
TOYS "R" US, INC. as Issuer and THE BANK OF NEW YORK as Trustee IndentureToys R Us Inc • November 20th, 2001 • Retail-hobby, toy & game shops • New York
RECITALSSeparation Agreement • April 26th, 2000 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
Exhibit 10.28 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement"), entered into as of July 20, 2001, is between TOYSRUS.COM, INC., a Delaware corporation (the "Company"), and JOHN BARBOUR (the "Pledgor"). WITNESSETH: WHEREAS, on...Stock Pledge Agreement • April 30th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Exhibit 1.1 7,000,000 Equity Security Units Equity Security Units Toys "R" Us, Inc. UNDERWRITING AGREEMENTToys R Us Inc • May 13th, 2002 • Retail-hobby, toy & game shops • New York
Rights Agent Rights AgreementRights Agreement • January 8th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
BETWEENIndenture • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
andRights Agreement • January 16th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
COMMON STOCK ($0.10 PAR VALUE)Toys R Us Inc • May 29th, 2002 • Retail-hobby, toy & game shops • New York
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 1.1 TOYS "R" US, INC. DEBT SECURITIES FORM OF UNDERWRITING AGREEMENTToys R Us Inc • March 24th, 2003 • Retail-hobby, toy & game shops • New York
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 2017Indenture • 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.
Exhibit 10B*Employment Agreement • April 28th, 1999 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
ANDPurchase Contract Agreement • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
BETWEENRetention Agreement • April 26th, 2000 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
amongDay Credit Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 1.1(a) TOYS "R" US, INC. DEBT SECURITIES UNDERWRITING AGREEMENTToys R Us Inc • April 8th, 2003 • Retail-hobby, toy & game shops • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 3rd, 1996 • Toys R Us Inc / • Retail-hobby, toy & game shops • Delaware
TOYS "R" US, INC.,Agreement and Plan of Merger • December 17th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
R-2 CUSIP No. 892335 AJ 9 $402,500,000 TOYS "R" US, INC. SENIOR NOTE DUE 2007 TOYS "R" US, INC., a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received,...Toys R Us Inc • May 29th, 2002 • Retail-hobby, toy & game shops • New York
RECITALSConsulting Agreement • May 3rd, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
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 TrusteeToys R Us Inc • September 4th, 2009 • 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”).
amongYear Credit 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 TRUSTEEIndenture • May 13th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
ANDPledge Agreement • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 11th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
BETWEENRetention Agreement • April 24th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
EMPLOYMENT AGREEMENT Richard BarryEmployment 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”).
