0001193125-06-251537 Sample Contracts

EMPLOYMENT AGREEMENT RICHARD RUPPERT
Employment Agreement • December 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 31, 2006 (the “Execution Date”) by and between Toys “R” Us, Inc. (the “Company”), a subsidiary of Toys “R” Us Holdings, Inc. (“Holdings”), and Richard Ruppert (the “Executive”).

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CREDIT AGREEMENT Dated as of December 1, 2006 among TOYS “R” US – DELAWARE, INC., as Borrower, and BANC OF AMERICA BRIDGE LLC, as Administrative Agent and as Syndication Agent, The Lenders Party Hereto and BANC OF AMERICA SECURITIES LLC as Lead Arranger
Credit Agreement • December 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 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”), as syndication agent (the “Syndication Agent”) and BANC OF AMERICA SECURITIES LLC (“BAS”), as lead arranger (the “Arranger”).

Contract
Indenture • December 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of November 15, 2006, to the Indenture (as defined below) among Toys “R” Us - Delaware, Inc., a Delaware corporation (the “Company”), Toys “R” Us, Inc., a Delaware corporation and a direct parent of the Company (the “Parent”), and The Bank of New York, a New York banking corporation, as successor trustee (the “Trustee”).

CONTRACT OF SALE by and between TOYS R US - DELAWARE, INC., a Delaware corporation and MAP 2005 REAL ESTATE, LLC, a Delaware limited liability company (collectively, the “Seller”) and VNO SURPLUS 2006 LLC, A Delaware limited liability company (the...
Contract of Sale • December 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

AGREEMENT (this “Agreement”) made as of this 13th day of September, 2006, by and between TOYS R US - DELAWARE, INC., a Delaware corporation, having an office at One Geoffrey Way, Wayne, New Jersey 07470 (“Toys”) and MAP 2005 REAL ESTATE, LLC, a Delaware limited liability company, having an office at One Geoffrey Way, Wayne, New Jersey 07470 (“MAP”) (collectively, Toys and MAP are referred to herein as “Seller”), and VNO SURPLUS LLC, a Delaware limited liability company, having an office at 888 Seventh Avenue, 44th Floor, New York, New York 10019 (“Purchaser”).

CONSULTING AGREEMENT
Consulting Agreement • December 12th, 2006 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This Consulting Agreement (the “Agreement”), dated as of October 13, 2006, by and between Toys “R” Us, Inc., a Delaware corporation (the “Company”) and Richard L. Markee (“Markee”).

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