TOYS “R” US PROPERTY COMPANY II, LLC, TOYS “R” US, INC. and THE GUARANTORS PARTY HERETO 8.50% SENIOR SECURED NOTES DUE 2017 INDENTURE DATED AS OF NOVEMBER 20, 2009 THE BANK OF NEW YORK MELLON as Trustee and Collateral AgentToys R Us Property Co II, LLC • August 4th, 2010 • New York
This Indenture, dated as of November 20, 2009, is by and among Toys “R” Us Property Company II, LLC (formerly known as Giraffe Properties, 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”), and as Collateral Agent.
REGISTRATION RIGHTS AGREEMENT by and among TOYS “R” US PROPERTY COMPANY II, LLC and Banc of America Securities LLC Goldman, Sachs & Co. Deutsche Bank Securities Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. Credit Suisse Securities...Registration Rights Agreement • August 4th, 2010 • Toys R Us Property Co II, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2009, by and among Toys “R” Us Property Company II, LLC (formerly known as Giraffe Properties, LLC), a Delaware limited liability company (the “Company”) and Banc of America Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.50% Senior Secured Notes due 2017 (the “Securities”) pursuant to the Purchase Agreement (as defined below).
AMENDED AND RESTATED MASTER LEASE AGREEMENT Dated as of November 20, 2009 Between TOYS “R” US PROPERTY COMPANY II, LLC, as Landlord, and TOYS “R” US – DELAWARE, INC., as TenantMaster Lease Agreement • August 4th, 2010 • Toys R Us Property Co II, LLC
AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of the 20th day of November, 2009, among TOYS “R” US PROPERTY COMPANY II, LLC (formerly known as GIRAFFE PROPERTIES, LLC) (“Landlord”), a Delaware limited liability company, having offices c/o Toys “R” Us, Inc., One Geoffrey Way, Wayne, New Jersey 07470, Attention: Chief Financial Officer, and TOYS “R” US – DELAWARE, INC., a Delaware corporation (“Tenant”), having its principal offices at One Geoffrey Way, Wayne, New Jersey 07470, Attention: Chief Financial Officer.
DOMESTIC SERVICES AGREEMENTDomestic Services Agreement • August 4th, 2010 • Toys R Us Property Co II, LLC • New York
This DOMESTIC SERVICES AGREEMENT (“Agreement”) is entered into as of January 29, 2006, by and among Toys “R” Us – Delaware, Inc., a Delaware corporation (the “Company”), (i) each entity listed on Schedule 1 hereto (as such Schedule 1 may be amended from time to time to reflect the addition or deletion of Clients (as hereinafter defined) and (ii) each entity who shall, after the date hereof and from time to time, join in and become a party to this Agreement by executing and delivering to the Company a joinder (each such letter, a “Joinder”) in the form of Exhibit A attached hereto (each such person in (i) and (ii), a “Client,” and collectively, the “Clients”).
AMENDED AND RESTATED MASTER LEASE AGREEMENT Dated as of November 20, 2009 Between TOYS “R” US PROPERTY COMPANY II, LLC, as Landlord, and TOYS “R” US – DELAWARE, INC., as TenantDisturbance and Attornment Agreement • September 17th, 2010 • Toys R Us Property Co II, LLC • Operators of nonresidential buildings
AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of the 20th day of November, 2009, among TOYS “R” US PROPERTY COMPANY II, LLC (formerly known as GIRAFFE PROPERTIES, LLC) (“Landlord”), a Delaware limited liability company, having offices c/o Toys “R” Us, Inc., One Geoffrey Way, Wayne, New Jersey 07470, Attention: Chief Financial Officer, and TOYS “R” US – DELAWARE, INC., a Delaware corporation (“Tenant”), having its principal offices at One Geoffrey Way, Wayne, New Jersey 07470, Attention: Chief Financial Officer.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TOYS “R” US PROPERTY COMPANY II, LLCLimited Liability Company Agreement • August 4th, 2010 • Toys R Us Property Co II, LLC • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Toys “R” Us Property Company II, LLC, formerly known as Giraffe Properties, LLC (the “Company”), is entered into by GIRAFFE INTERMEDIATE. LLC, a Delaware limited liability company, as the sole equity member (the “Economic Member”), and JUANITA MAHONEY and ZULMA HOWARTH, each individually in her capacity as a non-equity member of the Company (collectively, along with any successors thereto, the “Independent Members”), as members (collectively, the “Members”), as of November 20, 2009. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
