SECURITY AGREEMENTSecurity Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of July 19, 2006 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Toys “R” Us-Delaware, Inc., as the Borrower, (ii) the Administrative Agent, (iii) Citicorp North America, Inc., as Collateral Agent for its own benefit and the benefit of the other Secured Parties, (iv) the Lenders party thereto (the “Lenders”), (v) Deutsche Bank Securities Inc., as Syndication Agent, and (vi) Credit Suisse, as Documentation Agent, pursuant to which the Lenders have agreed to make Loans to the Borrower upon the terms and subject to the conditions specified therein; and
CREDIT AGREEMENT Dated as of July 19, 2006 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANC OF AMERICA BRIDGE LLC, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, CITICORP NORTH AMERICA, INC., as Collateral Agent,...Credit Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 19, 2006, by TOYS “R” US-DELAWARE, INC., a Delaware corporation (the “Borrower”), 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 SECURITIES INC. (“DBSI”), as syndication agent (the “Syndication Agent”), CITICORP NORTH AMERICA, INC., as collateral agent for the Lenders (the “Collateral Agent”), CREDIT SUISSE, as documentation agent (the “Documentation Agent”), BANC OF AMERICA SECURITIES LLC (“BAS”) and DBSI, as joint lead arrangers (“Lead Arrangers”) and BAS, DBSI and CITIGROUP GLOBAL MARKETS INC., as joint bookrunning managers (in such capacity, the “Joint Book Managers”; and together with the Lead Arrangers, the “Arrangers”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Toys “R” Us-Delaware, Inc., as a Domestic Borrower and as agent (in such capacity, the “Lead Borrower”) for the other Domestic Borrowers party thereto, and
TOYS “R” US HOLDINGS, INC. RESTRICTED STOCK AGREEMENT Non-transferable GRANT TORestricted Stock Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops
This award is being granted to Grantee without consideration, as an incentive for future performance. By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Agreement and the Plan. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Agreement.
ContractCredit Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
AMENDMENT NO. 1, dated as of July 25, 2006, among Toys “R” Us-Delaware, Inc. , a Delaware corporation (the “Borrower”), Banc of America Bridge LLC, as administrative agent (the “Administrative Agent”), and the Lenders (as defined below) listed on the signature pages hereto, to that certain Credit Agreement, dated as of July 19, 2006 (as amended, amended and restated, extended, supplemented, waived or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, each lender from time to time party thereto (the “Lenders”), 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 Securities Inc. (“DBSI”), as Syndication Agent, Citicorp North America, Inc. , as Collateral Agent, Credit Suisse, as Documentation Agent, Banc of America Securities LLC ( “BAS”) and DBSI, as Lead Arrangers and BAS, DBSI and Citigroup Global Markets Inc. , as
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
Toys “R” Us-Delaware, Inc., as a Domestic Borrower and as agent (in such capacity, the “Lead Borrower”) for the other Domestic Borrowers party thereto, and
