MEZZANINE LOAN AND SECURITY AGREEMENT (FIRST MEZZANINE) Dated as of July 21, 2005 Between MPO INTERMEDIATE, LLC, as Mezzanine Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as Mezzanine LenderMezzanine Loan and Security Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (FIRST MEZZANINE) dated as of July 21, 2005 (as amended, restated, replaced, supplemented, or otherwise modified from time to time, this “Agreement”), between MPO INTERMEDIATE, LLC, a Delaware limited liability company (“Mezzanine Borrower”) having an office at c/o Toys “R” Us, Inc., One Geoffrey Way, Wayne, New Jersey 07470 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, on behalf of the holders of the Mezzanine Notes, having an address at 60 Wall Street, New York, New York 10005 (together with its successors and assigns, “Mezzanine Lender”).
LOAN AND SECURITY AGREEMENT Dated as of July 21, 2005 Between MPO PROPERTIES, LLC as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, on behalf of the holders of the Notes as LenderLoan and Security Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS LOAN AND SECURITY AGREEMENT dated as of July 21, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MPO PROPERTIES, LLC, a Delaware limited liability company (“Borrower”) having an office at c/o Toys “R” Us, Inc., One Geoffrey Way, Wayne, New Jersey 07470 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, on behalf of the holders of the Notes, having an address at 60 Wall Street, New York, New York 10005 (together with its successors and assigns, “Lender”).
July 21, 2005Retention Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops
We make reference to that certain Retention Agreement (the “Retention Agreement”), dated as of November 1, 2004, by and between you and Toys “R” Us, Inc., a Delaware corporation (the “Company”).
ADVISORY AGREEMENTAdvisory Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of July 21, 2005 (the “Effective Date”), by and among Toys “R” Us Holdings, Inc., a Delaware corporation (“Holdings”), Toys “R” Us, Inc., a Delaware corporation (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”), Bain Capital, Ltd., a company organized under the laws of England and Wales (“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”). Certain defined terms are defined in Section 21.
SPECIAL BONUS AND OPTION AGREEMENTSpecial Bonus and Option Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
THIS SPECIAL BONUS AND OPTION AGREEMENT (this “Agreement”) is entered into as of July 22, 2005, by and among Richard L. Markee (the “Executive”), Toys “R” Us, Inc., a Delaware corporation (the “Company”), and Toys “R” Us Holdings, Inc., a Delaware corporation (“Holdings”).
SECOND AMENDMENT TO RETENTION AGREEMENT with Raymond L. ArthurRetention Agreement • September 14th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops
This second amendment (this “Amendment”), effective as of September 12, 2005, by and between Toys “R” Us, Inc., a Delaware corporation, its affiliates, subsidiaries, divisions, successors and assigns (the “Company”), and Raymond L. Arthur (“Executive”), amends that certain Retention Agreement, dated as of November 1, 2004, by and between the Company and Executive, as amended February 11, 2005 (collectively, the “Retention Agreement”).
