0001005414-12-000024 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT OF TOYS “R” US, INC.
Nonqualified Stock Option Agreement • June 8th, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the ___ day of May, 201_, (hereinafter called the “Date of Grant”), between Toys “R” Us, Inc., a Delaware corporation (hereinafter called the “Company”), and _______ (hereinafter called the “Participant”):

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INCREMENTAL JOINDER AGREEMENT NO. 2
Incremental Joinder Agreement • June 8th, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

INCREMENTAL JOINDER AGREEMENT NO. 2, dated as of April 10, 2012 (this “Joinder Agreement”), by and among TOYS “R” US-DELAWARE, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below), each initial Term B-3 Lender (as defined below) and each of the other Loan Parties that is a party hereto.

AMENDMENT NO. 2
Amended and Restated Credit Agreement • June 8th, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

THIS AMENDMENT NO. 2, dated as of April 10, 2012 (this “Amendment No. 2”), 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”).

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