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 • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • 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.”
REGISTRATION RIGHTS AGREEMENT by and among TOYS “R” US PROPERTY COMPANY II, LLC and Banc of America Securities LLC Goldman, Sachs & Co. Deutsche Bank Securities Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. Credit Suisse Securities...Registration Rights Agreement • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2009, by and among Toys “R” Us Property Company II, LLC (formerly known as Giraffe Properties, LLC), a Delaware limited liability company (the “Company”) and Banc of America Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.50% Senior Secured Notes due 2017 (the “Securities”) pursuant to the Purchase Agreement (as defined below).
TOYS “R” US PROPERTY COMPANY II, LLC, TOYS “R” US, INC. and THE GUARANTORS PARTY HERETO 8.50% SENIOR SECURED NOTES DUE 2017 INDENTURE DATED AS OF NOVEMBER 20, 2009 THE BANK OF NEW YORK MELLON as Trustee and Collateral AgentIndenture • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Indenture, dated as of November 20, 2009, is by and among Toys “R” Us Property Company II, LLC (formerly known as Giraffe Properties, 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”), and as Collateral Agent.
TOYS “R” US, INC. Amendment No. 3 to the Amended and Restated Retention Agreement with Deborah M. DerbyAmendment No. 3 to the Amended and Restated Retention Agreement • March 24th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops
This Amendment No. 3 to the Amended and Restated Retention Agreement dated as of November 1, 2004, as previously amended on February 11, 2005 and July 21, 2005 (collectively, the “Agreement”) between Toys “R” Us, Inc. (the “Company”) and Deborah M. Derby (“Executive”) is made this 24th day of December 2008.
