DEBTOR-IN-POSSESSION CREDIT AGREEMENTPossession Credit Agreement • January 8th, 2009 • D. E. Shaw Laminar Acquisition Holdings 3, L.L.C. • Retail-nonstore retailers • New York
THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 30, 2008, among ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys 1, eToys Direct, BabyUniverse, PoshTots, Dreamtime, My Twinn, eToys 2, and eToys 3, the “Borrowers”), D. E. SHAW LAMINAR LENDING 3 (C), L.L.C.
