Toys R Us Inc Sample Contracts

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
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and
Rights 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 AGREEMENT
Terms Agreement • April 8th, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops
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
AND
Pledge Agreement • May 13th, 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
TOYS "R" US, INC. as Issuer and THE BANK OF NEW YORK as Trustee Indenture
Toys R Us Inc • November 20th, 2001 • Retail-hobby, toy & game shops • New York
RECITALS
Separation Agreement • April 26th, 2000 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
Rights Agent Rights Agreement
Rights Agreement • January 8th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
BETWEEN
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
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 AGREEMENT
Toys 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 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.

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
BETWEEN
Retention Agreement • April 26th, 2000 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
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among
Day 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 AGREEMENT
Toys R Us Inc • April 8th, 2003 • Retail-hobby, toy & game shops • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement 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
RECITALS
Consulting 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 Trustee
Toys 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”).

among
Year 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 TRUSTEE
Indenture • May 13th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
AND
Pledge Agreement • May 29th, 2002 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 11th, 1996 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
BETWEEN
Retention Agreement • April 24th, 1998 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
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”).

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