Common Contracts

Engagement Agreement and Indemnification Agreement

Engagement Agreement and Indemnification Agreement • January 2nd, 2018 • New York

• Contract Type
  Engagement Agreement and Indemnification Agreement
• Filed
  January 2nd, 2018
• Jurisdiction
  New York

This letter (the “Agreement”) confirms the terms under which TRU Taj LLC (“Taj LLC”) and TRU Taj Finance, Inc. (“Taj Inc.” and together with Taj LLC, the “Company”) have engaged Centerview Partners LLC (“Centerview”) as the Company’s financial advisor, at the direction of Jeffrey S. Stein and David N. Weinstein (together, the “Disinterested Directors”) in all conflicts of interest between the Company and its shareholders or affiliates, including directors and officers as may be determined by the Disinterested Directors and their legal advisors (“Conflict Matters”), that may arise in connection with the chapter 11 cases of Toys “R” Us, Inc. (“Parent”) and its subsidiaries, with respect to (1) the matters described herein, (2) any Transaction (as defined below) involving the Company and (3) financial matters as to which the Disinterested Directors and Centerview may agree in writing during the term of this engagement. For purposes hereof, the term “Company” also includes any entity that