AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT June 10, 2008Advisory Agreement • June 10th, 2008 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 1 (this “Amendment”) to the Advisory Agreement among Toys “R” Us Holdings, Inc. (“Holdings”), 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 (the “Agreement”) shall become effective as of the Closing (as defined in that certain Reorganization Agreement, dated as of June 10, 2008 (the “Reorganization Agreement”), by and among Toys “R” Us, Inc., a Delaware corporation (“Toys”), and Toys “R” Us Holdings, Inc., a Delaware corporation (“Holdings”), and sole stockholder of Toys). Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such te
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TOYS “R” US HOLDINGS, INC.Reorganization Agreement • June 10th, 2008 • Toys R Us Inc • Retail-hobby, toy & game shops
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Toys “R” Us Holdings, Inc. 2005 Management Equity Plan (the “Plan”) shall become effective as of the Closing (as defined in that certain Reorganization Agreement, dated as of June 10, 2008 (the “Reorganization Agreement”), by and among Toys “R” Us, Inc., a Delaware corporation (“Toys”), and Toys “R” Us Holdings, Inc., a Delaware corporation (“Holdings”), and sole stockholder of Toys). Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Reorganization Agreement and/or the Plan.
STOCKHOLDERS AGREEMENT among Toys “R” Us Holdings, Inc. Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons Dated as of July 21, 2005Stockholders Agreement • June 10th, 2008 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement intending to be bound hereby agree as follows:
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT June 10, 2008Reorganization Agreement • June 10th, 2008 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 1 (this “Amendment”) to the Stockholders Agreement among Toys “R” Us Holdings, Inc. (“Holdings”), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005 (the “Agreement”) shall become effective as of the Closing (as defined in that certain Reorganization Agreement, dated as of June 10, 2008 (the “Reorganization Agreement”), by and among Toys “R” Us, Inc., a Delaware corporation (“Toys”), and Holdings, the sole stockholder of Toys). 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.
REORGANIZATION AGREEMENTReorganization Agreement • June 10th, 2008 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
REORGANIZATION AGREEMENT, dated as of June 10, 2008 (this “Agreement”), by and among TOYS “R” US, INC., a Delaware corporation (“Toys”), and TOYS “R” US HOLDINGS, INC., a Delaware corporation (“Parent”), and sole stockholder of Toys.
