CREDIT AGREEMENT dated as of July 21, 2005 TOYS “R” US, INC. The Initial Borrower TOYS “R” US-DELAWARE, INC. The Lead Borrower For THE BORROWERS NAMED HEREIN BANK OF AMERICA, N.A. As Administrative Agent BANK OF AMERICA, N.A. (acting through its...Credit Agreement • July 27th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
TOYS “R” US-DELAWARE, INC. (in such capacity, the “Lead Borrower”), a corporation organized under the laws of the State of Delaware, with its principal executive offices at One Geoffrey Way, Wayne, New Jersey, for itself and as agent for the other Domestic Borrowers; and
SECURITY AGREEMENTSecurity Agreement • July 27th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
The Domestic Borrowers identified on the signature pages hereto and each other Domestic Borrower that hereafter becomes a party hereto (each such Person, individually, a “Domestic Borrower” and, collectively, the “Domestic Borrowers”); and
BRIDGE LOAN AGREEMENT Dated as of July 21, 2005 among TOYS “R” US, INC., as the Initial Borrower, TOYS “R” US-DELAWARE, INC., as Borrower after the Merger and Assumption, and BANC OF AMERICA BRIDGE LLC, as Administrative Agent, and DEUTSCHE BANK AG...Bridge Loan Agreement • July 27th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This BRIDGE LOAN AGREEMENT (this “Agreement”) is entered into as of July 21, 2005, by TOYS “R” US, INC., a Delaware corporation (prior to the Merger (as defined), “Target” and thereafter, the “Initial Borrower” or “Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA BRIDGE LLC, as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as joint-administrative agent (together with its permitted successors and assigns in such capacity, the “Joint-Administrative Agent”), and BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE, as Joint Lead Arrangers and Joint Bookrunning Managers (collectively in such capacities, the “Arrangers” and individually, an “Arranger”), and CITIGROUP GLOBAL MARKETS INC., as Co-Arranger (in such capacity, the “Co-Arranger”).
DATED 21 JULY 2005 SENIOR FACILITIES AGREEMENT between THE COMPANY NAMED HEREIN as Original Borrower THE COMPANY NAMED HEREIN as Original Guarantor DEUTSCHE BANK AG, LONDON BRANCH BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC)...Senior Facilities Agreement • July 27th, 2005 • Toys R Us Inc • Retail-hobby, toy & game shops • England
