AMENDED AND RESTATED EMPLOYMENT AGREEMENT Deborah DerbyEmployment Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 13, 2014 (the “Effective Date”) by and between TOYS “R” US, INC. (the “Company”) and Deborah Derby (“Executive”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 24, 2010 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Cash Management Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”), and BANK OF AMERICA, N.A. (as successor to Banc of America Bridge LLC) in its capacity as administrative agent (together with its successors and assign
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTIntercreditor Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
WHEREAS, the Borrower, certain lenders party thereto (the “Existing Lenders”), Banc of America Bridge LLC, as administrative agent, Deutsche Bank Securities Inc., as syndication agent, Citicorp North America, Inc., as collateral agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers, and certain other agents and lenders named therein entered into that certain Credit Agreement, dated as of July 19, 2006 (the “Existing Credit Agreement”) (as amended from time to time pursuant to the terms thereof), pursuant to which the Existing Lenders made certain loans and certain other extensions of credit to the Borrower;
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND TO SECURITY AGREEMENTIntercreditor Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 24, 2010 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Cash Management Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”), and BANK OF AMERICA, N.A. (as successor to Banc of America Bridge LLC) in its capacity as administrative agent (together with its successors and assign
AMENDMENT TO URCELAY EMPLOYMENT AGREEMENTUrcelay Employment Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops
The following shall serve as an amendment (this “Amendment”) to your current employment agreement with Toys “R” Us, Inc., Branch in Spain (the “Company”), dated March 3, 2014 (the “Employment Agreement”). Each capitalized term not otherwise defined herein shall have the meaning ascribed to such term in your Employment Agreement.
GUARANTEEGuarantee • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS GUARANTEE (this “Agreement” or “Guarantee”), dated as of October 24, 2014, among WAYNE REAL ESTATE PARENT COMPANY, LLC, a Delaware limited liability company (the “Guarantor”) and BANK OF AMERICA, N.A. as administrative agent under the Amended and Restated Credit Agreement (as defined below) (the “Administrative Agent”) for the benefit of the Term B-4 Lenders (as defined below).
OCTOBER 2014 NONQUALIFIED STOCK OPTION AGREEMENT OF TOYS “R” US, INC.October 2014 Nonqualified Stock Option Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the 10th day of October, 2014, (hereinafter called the “Grant Date”), between Toys “R” Us, Inc., a Delaware corporation (hereinafter called the “Company”), and the Participant accepting this Agreement (hereinafter called the “Participant”). By accepting this Agreement, the Participant agrees to all of the terms and conditions set forth herein, including without limitation, Sections 4 and 5 hereof.
Retention Bonus Agreement Date: XXXXXXX Grant To: NAMERetention Bonus Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
Toys “R” Us, Inc. (collectively, with all of its subsidiaries, the “Company”) is pleased to award you a Retention Bonus (the “Bonus”) in the amount of $XXXXXX payable to you _______ (____) months after the date hereof as a lump sum payment on [Date] (the “Payment Date”). In order to receive the Bonus, you must remain actively engaged in your employment with the Company up through and including the Payment Date. Your title and responsibilities can change during that period without any effect on your eligibility to receive the Bonus.
AMENDMENT NO. 3 TO THE ADVISORY AGREEMENT August 29, 2014Advisory Agreement • December 11th, 2014 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 3 (this “Amendment”) to the Advisory Agreement among Toys “R” Us, Inc., (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”), Bain Capital, Ltd., a company organized under the laws of England and Wales (“BCL” and, together with BCP, “Bain”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Vornado Truck LLC, a Delaware limited liability company (“Vornado” and together with Bain and KKR, the “Advisors”), dated as of July 21, 2005, as amended on June 10, 2008 and as further amended on February 1, 2009 (the “Agreement”), shall become effective as of August 29, 2014. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Reorganization Agreement and/or the Agreement, as applicable.
