EXHIBIT 10.10
AGREEMENT
This AGREEMENT, dated as of December 24, 2003 (this "Agreement"), is being
entered into by and between Xxxxxx Stores Liquidating Trust, a trust organized
under the laws of the State of New York (the "Trust"), and Toys "R" Us, Inc., a
Delaware corporation ("Toys").
WHEREAS, pursuant to (i) the Liquidating Trust Agreement, dated as of
December 6, 1995 (the "Liquidating Trust Agreement"), between Xxxxxx Stores
Corporation ("Xxxxxx") and the trustees of the Trust and (ii) the letter
agreement, dated as of January 24, 1995 (the "Letter Agreement"), between Xxxxxx
and Toys, the Trust is required to provide notice to Toys of the Trust's
intention to make any distribution to its unit holders (each such a distribution
being referred to as a "Distribution"), and Toys has the right to object to any
such Distribution if it reasonably believes that the contemplated Distribution
could result in the remaining assets of the Trust being insufficient to pay for
any of Xxxxxx'x obligations under the Seller Indemnification Agreement, dated
December 9, 1994 (the "Seller Indemnification Agreement"), by and among Toys,
Xxxxxx, XX Stores Acquisition Corp. ("PS Stores") and subsidiaries of PS Stores,
or otherwise; and
WHEREAS, since the date of execution of the Letter Agreement, Xxxxxx and
its successor, the Trust, have distributed an aggregate of 33,098,720 shares of
Toys common stock and $104.5 million in cash to the unit holders of the Trust
(and the former shareholders of Xxxxxx); and
WHEREAS, since the date of execution of the Letter Agreement, there have
been no (i) claims made against Toys in respect of which Toys would be entitled
to indemnification under the Seller Indemnification Agreement or otherwise or
(ii) claims made against the Trust for amounts which would be in excess of the
Trust's remaining assets; and
WHEREAS, the parties hereto wish to terminate the rights of Toys to receive
notice of, and to object to, Distributions.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows:
SECTION 1. Consent to Current Distribution. Toys hereby consents, and
agrees not to object, to the Distribution referenced in the letter from the
Trust to Toys, dated December 12, 2003.
SECTION 2. Waiver of Rights in Respect of Future Distributions. Toys
hereby waives any rights that it may have under the Liquidating Trust Agreement,
the Letter Agreement or otherwise, to receive notice of, and to object to, any
Distribution, and hereby agrees that any such rights are hereby terminated.
SECTION 3. Governing Law. This Agreement shall be construed according to
the laws of the State of New York, without giving effect to conflicts of laws
principles thereof.
SECTION 4. Counterparts. This Agreement may be executed in counterparts,
each of which shall collectively constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
XXXXXX STORES LIQUIDATING TRUST
By: /s/ XXXXXXXXX X. XXXXXX
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Name: Xxxxxxxxx X. Xxxxxx
Title: Chief Executive Officer and
Manager
TOYS "R" US, INC.
By: /s/ XXXXX XXXXXXXXX
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Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
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