7 3/8% SENIOR SECURED NOTES DUE 2016Indenture • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of August 24, 2010, among Toys “R” US - Delaware, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon, as Trustee.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 10, 2010 TOYS “R” US-DELAWARE, INC. The Lead Borrower for THE BORROWERS PARTY HERETO THE FACILITY GUARANTORS PARTY HERETO BANK OF AMERICA, N.A. as Administrative Agent BANK OF AMERICA,...Credit Agreement • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
TOYS “R” US-DELAWARE, INC., a corporation organized under the laws of the State of Delaware, with its principal executive offices at One Geoffrey Way, Wayne, New Jersey, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Domestic Borrowers now or hereafter party hereto;
AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A. as ABL Agent and BANK OF AMERICA, N.A. as Term Agent and THE BANK OF NEW YORK MELLON as Notes Agent Dated as of August 24, 2010Intercreditor Agreement • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 24, 2010 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacity as ABL Cash Management Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”), BANK OF AMERICA, N.A. (as successor to Banc of America Bridge LLC) in its capacity as administrative agent (together with its successors and assigns in
SECURITY AGREEMENTLicense Agreement • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
the other Grantors identified on the signature pages hereto (each such Person, individually, a “Grantor; the Issuer and each Guarantor are hereinafter referred to individually as a “Grantor” and the Issuer and the other Grantors are hereinafter referred to collectively as the “Grantors”); and
FIRST LIEN INTERCREDITOR AGREEMENT dated as of August 24, 2010 among BANK OF AMERICA, N.A., as Term Loan Collateral Agent, THE BANK OF NEW YORK MELLON, as Notes Collateral Agent, and each Additional Collateral Agent from time to time party hereto and...First Lien Intercreditor Agreement • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of August 24, 2010, among BANK OF AMERICA, N.A., as agent for the Term Loan Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Term Loan Collateral Agent”), THE BANK OF NEW YORK MELLON, as collateral agent for the Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”), each Additional Collateral Agent (as defined below), from time to time party hereto for the Additional First Lien Secured Parties (as defined below) of the Series (as defined below) with respect to which it is acting in such capacity, each Grantor (as defined below) and each Additional Grantor (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 24, 2010 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, GOLDMAN SACHS CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK,...Credit Agreement • September 10th, 2010 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 24, 2010, among 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”), BANK OF AMERICA, N.A., as administrative agent for the Lenders (together with its permitted successors and assigns in such capacity, the “Administrative Agent”), GOLDMAN SACHS CREDIT PARTNERS, L.P. and JPMORGAN CHASE BANK, N.A., as syndication agents (the “Syndication Agents”), BANK OF AMERICA, N.A., as collateral agent for the Lenders (the “Collateral Agent”), CREDIT SUISSE SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as documentation agents (the “Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”), J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS LENDING PARTNERS LLC, as joint lead arrangers (“Lead Arrangers”) and BAS, J.P. MORGAN SECURITIES INC., WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS LENDING PARTNERS L
