DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of September 22, 2017 among TOYS “R” US-DELAWARE, INC., as Borrower and NexBank SSB, as Administrative Agent and as Collateral Agent, The Lenders Party Hereto, SENIOR SECURED SUPER-PRIORITY...Possession Credit Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) dated as of September 22, 2017, among TOYS R” US-DELAWARE, INC., a Delaware corporation, as debtor and debtor-in-possession (the “Borrower”), each Lender from time to time party hereto, NexBank SSB, as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”), NexBank SSB, as collateral agent for the Secured Parties (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
AMENDMENT NO. 4 TO THE STOCKHOLDERS AGREEMENT September 17, 2017The Stockholders Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 4 (this "Amendment") to the Stockholders Agreement among Toys "R" Us, Inc. (as successor to Toys "R" Us Holdings, Inc.), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings, LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005, as amended by Amendment No. 1, dated as of June 10, 2008 as amended by Amendment No. 2, dated as of October 14, 2015, as amended by Amendment No. 3, dated September 13, 2017 (as amended, the "Agreement") shall become effective as of the date first set forth above. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Agreement.
AMENDMENT NO. 3 TO THE STOCKHOLDERS AGREEMENT September 13, 2017The Stockholders Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 3 (this "Amendment") to the Stockholders Agreement among Toys "R" Us, Inc. (as successor to Toys "R" Us Holdings, Inc.), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings, LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005, as amended by Amendment No. 1, dated as of June 10, 2008 as amended by Amendment No. 2, dated as of October 14, 2015 (as amended, the "Agreement") shall become effective as of the date first set forth above. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Agreement.
CONSENT TO EXTENSIONExtension • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops
This CONSENT TO EXTENSION (this “Consent”) effective as of August 31, 2017 is with respect to the Advisory Agreement referred to below among each of Toys “R” Us, Inc. (the “Company”), Bain Capital Private Equity, LP (f/k/a Bain Capital Partners, LLC) (“BCP”) and Bain Capital Private Equity (Europe), LLP (as legal successor to and assignee of Bain Capital Ltd.) (“BCL” and, together with BCP, “Bain”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Vornado Truck LLC, a Delaware limited liability company (“Vornado” and, together with Bain and KKR, the “Advisors” and, each individually, an “Advisor”).
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of September 22, 2017 TOYS “R” US-DELAWARE, INC. as a debtor and debtor-in- possession under chapter 11 of the Bankruptcy Code As the Lead Borrower for THE BORROWERS PARTY HERETO THE...Possession Credit Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Exhibit A: Form of Assignment and Acceptance Exhibit B: Form of Customs Broker Agreement Exhibit C-1: Notice of Borrowing (Domestic Borrowers) Exhibit C-2: Notice of Borrowing (Canadian Borrower) Exhibit D-1: Revolving Credit Note to Domestic Lenders Exhibit D-2: Domestic Term Loan Note Exhibit E-1: Revolving Credit Note to Canadian Lenders Exhibit E-2: Canadian Term Loan Note Exhibit F: Form of Canadian Initial Order Exhibit G: Form of Interim Order Exhibit H: Swingline Note to Domestic Swingline Lender Exhibit I: Swingline Note to Canadian Swingline Lender Exhibit J: Form of Joinder Exhibit K: Form of Credit Card Notification Exhibit L: Form of Compliance Certificate Exhibit M: Form of Borrowing Base Certificate Exhibit N: [Reserved] Exhibit O: Form of Tri-Party Agreement Exhibit P: Closing Agenda Exhibit Q: Form of Intercreditor Agreement
FOREIGN GUARANTORS AGREEMENTForeign Guarantors Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This FOREIGN GUARANTORS AGREEMENT, dated as of September 18, 2017 (this “Agreement”), is by and among Toys “R” Us, Inc., a Delaware corporation (the “Company”), TRU Taj LLC, a Delaware limited liability company (“TRU LLC”) and TRU Taj Finance, Inc., a Delaware corporation (“TRU Finance” and together with TRU LLC, the “Issuers”), the undersigned guarantors (the “Guarantors” and together with the Company and the Issuers, the “Obligors”), and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Foreign Guarantors Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the 12% Senior Secured Notes due 2021 (the “Notes”). Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Indenture.
AMENDMENT NO. 1 TO FOREIGN GUARANTORS AGREEMENTForeign Guarantors Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops
This AMENDMENT NO. 1 TO FOREIGN GUARANTORS AGREEMENT, dated as of September 22, 2017 (this “Amendment”), is by and among Toys “R” Us, Inc., a Delaware corporation (the “Company”), TRU Taj LLC, a Delaware limited liability company (“TRU LLC”) and TRU Taj Finance, Inc., a Delaware corporation (“TRU Finance” and together with TRU LLC, the “Issuers”), the undersigned guarantors (the “Guarantors” and together with the Company and the Issuers, the “Obligors”), and the undersigned Requisite Supporting Holders (as defined in the Original Agreement, as described below) of the 12% Senior Secured Notes due 2021 (the “Notes”) amends that certain Foreign Guarantors Agreement (the “Original Agreement”), dated as of September 18, 2017 by and among the Obligors and the Supporting Holders. Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned thereto in the Original Agreement.
TOYS “R” US Retention Bonus AgreementRetention Bonus Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
On behalf of Toys “R” Us (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this “Agreement”), which shall be effective as of the date set forth below in Section 6 (the “Effective Date”).
INDENTURE Dated as of September 22, 2017 Among TRU TAJ LLC and TRU TAJ FINANCE, INC., as Issuers, and EACH PARENT GUARANTOR AND GUARANTOR PARTY HERETO and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Trustee,Indenture • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of September 22, 2017, among TRU Taj LLC, a Delaware limited liability company (the “Issuer”), TRU Taj Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Toys “R” Us, Inc., a Delaware corporation (the “Parent”), the other Parent Guarantors and the Guarantors (each, as defined herein), and Wilmington Savings Fund Society, FSB, as Trustee and as Collateral Trustee.
