0001193125-11-075428 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2011 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 6, 2011 (the “Execution Date”) by and between Toys “R” Us, Inc. (the “Company”) and F. Clay Creasey, Jr. (the “Executive”).

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AGREEMENT WITH MONIKA M. MERZ
Separation and Release Agreement • March 24th, 2011 • Toys R Us Inc • Retail-hobby, toy & game shops • Ontario

This AGREEMENT (the “Agreement”) is entered into on May 2, 2008 and is effective as of November 15, 2007 (the “Effective Date”) by and between Toys “R” Us Canada, Ltd. (the “Company”) and Monika M. Merz (the “Employee”).

AMENDMENT AND RESTATEMENT AGREEMENT
Facility Agreement • March 24th, 2011 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

Deutsche Bank AG, London Branch, as Facility Agent (the “Facility Agent”) for the Lenders party to the Syndicated Facility Agreement referred to below

AMENDMENT NO. 1
Toys R Us Inc • March 24th, 2011 • Retail-hobby, toy & game shops • New York

THIS AMENDMENT NO. 1, dated as of September 20, 2010 (this “Amendment No. 1”), is entered into by and among TOYS “R” US-DELAWARE, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”; and each individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2011 • Toys R Us Inc • Retail-hobby, toy & game shops • Ontario

This First Amendment (this “Amendment”) to the employment agreement dated May 2, 2008 (the “Employment Agreement”) by and between TOYS “R” US CANADA, LTD. (the “Company”) and MONIKA M. MERZ (“Employee”) is hereby made and entered into this 7 day of February, 2011 (“Effective Date”)

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