REGISTRATION RIGHTS AGREEMENT by and among TOYS “R” US PROPERTY COMPANY I, LLC MAP REAL ESTATE, LLC WAYNE REAL ESTATE COMPANY, LLC TRU 2005 RE I, LLC TRU 2005 RE II TRUST and Banc of America Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs...Registration Rights Agreement • December 24th, 2009 • Toys R Us Property Co I, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 9, 2009, by and among Toys “R” Us Property Company I, LLC (formerly know as TRU 2005 RE Holding Co. I, LLC), a Delaware limited liability company (the “Company”), the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10.75% Senior Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
TOYS “R” US PROPERTY COMPANY I, LLC, TOYS “R” US, INC. and THE GUARANTORS PARTY HERETO 10.75% SENIOR NOTES DUE 2017 INDENTURE DATED AS OF JULY 9, 2009 THE BANK OF NEW YORK MELLON as TrusteeIndenture • December 24th, 2009 • Toys R Us Property Co I, LLC • New York
This Indenture, dated as of July 9, 2009, is by and among Toys “R” Us Property Company I, LLC (formerly known as TRU 2005 RE Holding Co. LLC), a Delaware limited liability company (the “Company”), the Guarantors (as defined herein), Toys “R” Us, Inc. (“Parent”) (with respect to Article XII and provisions related thereto only) and The Bank of New York Mellon, as trustee (the “Trustee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAP REAL ESTATE, LLCLimited Liability Company Agreement • December 24th, 2009 • Toys R Us Property Co I, LLC • Delaware
This Third Amended and Restated Limited Liability Company Agreement (together with the schedules and exhibits attached hereto, this “Agreement”) of MAP Real Estate, LLC, a Delaware limited liability company, (the “Company”), is entered into by Toys “R” Us Property Company I, LLC (formerly known as TRU 2005 RE Holding Co. I, LLC), a Delaware limited liability company (“Toys PropCo”), as the sole equity member (the “Economic Member” or the “Managing Member”), and Robert K. Rowell and Susan R. Rowell, each individually in his or her capacity as a non-equity member of the Company (collectively, the “Independent Members”), as members (collectively, the “Members”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED MASTER LEASE AGREEMENT Dated as of July 9, 2009 Among MAP REAL ESTATE, LLC, WAYNE REAL ESTATE COMPANY, LLC, TRU 2005 RE I, LLC, and TRU 2005 RE II Trust, collectively as Landlord, and TOYS “R” US – DELAWARE, INC., as TenantMaster Lease Agreement • December 24th, 2009 • Toys R Us Property Co I, LLC
AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of the 9th day of July, 2009, among MAP REAL ESTATE, LLC, WAYNE REAL ESTATE COMPANY, LLC, TRU 2005 RE I, LLC, each a Delaware limited liability company, and TRU 2005 RE II TRUST, a Delaware statutory trust, (collectively, “Landlord”), each having offices c/o Toys ‘R’ Us, Inc., One Geoffrey Way, Wayne, New Jersey, 07470 Attention: Chief Financial Officer, and TOYS “R” US – DELAWARE, INC., a Delaware corporation (“Tenant”), having its principal offices at One Geoffrey Way, Wayne, New Jersey, 07470 Attention: Chief Financial Officer.
DOMESTIC SERVICES AGREEMENTDomestic Services Agreement • December 24th, 2009 • Toys R Us Property Co I, LLC • New York
This DOMESTIC SERVICES AGREEMENT (“Agreement”) is entered into as of January 29, 2006, by and among Toys “R” Us – Delaware, Inc., a Delaware corporation (the “Company”), (i) each entity listed on Schedule 1 hereto (as such Schedule 1 may be amended from time to time to reflect the addition or deletion of Clients (as hereinafter defined) and (ii) each entity who shall, after the date hereof and from time to time, join in and become a party to this Agreement by executing and delivering to the Company a joinder (each such letter, a “Joinder”) in the form of Exhibit A attached hereto (each such person in (i) and (ii), a “Client,” and collectively, the “Clients”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRU 2005 RE I, LLCLimited Liability Company Agreement • December 24th, 2009 • Toys R Us Property Co I, LLC • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules and exhibits attached hereto, this “Agreement”) of TRU 2005 RE I, LLC, a Delaware limited liability company (the “Company”), is entered into by Toys “R” Us Property Company I, LLC (formerly known as TRU 2005 RE Holding Co. I, LLC), a Delaware limited liability company (“Toys PropCo”), as the sole equity member (the “Economic Member” or the “Managing Member”), and Robert K. Rowell and Susan R. Rowell, each individually in his or her capacity as a non-equity member of the Company (each, an “Independent Member,” and collectively as, the “Independent Members”) as members (collectively, the “Members”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
