ENVIRONMENTAL INDEMNITY AGREEMENT (MEZZANINE LOAN)Environmental Indemnity Agreement • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This ENVIRONMENTAL INDEMNITY AGREEMENT (MEZZANINE LOAN) (this “Agreement”) is made as of November 3, 2016, by TOYS “R” US, INC., a Delaware corporation (together with its successors and assigns, “Sponsor”) and GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, “Borrower”, and, collectively with Sponsor, jointly and severally, the “Indemnitor”) in favor of BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND—ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC (together with each of their respective successors and permitted assigns, collectively, “Lender”) and the other Indemnified Parties (as defined below).
PLEDGE AND SECURITY AGREEMENT (Mezzanine Loan)Pledge and Security Agreement • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
THIS PLEDGE AND SECURITY AGREEMENT (Mezzanine Loan) (this “Agreement”) is made as of November 3, 2016, by GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), in favor of BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND—ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC (together with each of their respective successors and assigns, collectively, “Lender”).
GUARANTY (MEZZANINE LOAN)Guaranty (Mezzanine Loan) • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This GUARANTY (MEZZANINE LOAN) (this “Guaranty”) is executed as of November 3, 2016, by TOYS “R” US, INC., a Delaware corporation, whose address for all purposes hereunder is 1 Geoffrey Way, Wayne, New Jersey 07470 (together with any successors and permitted assigns, “Guarantor”), for the benefit of BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND—ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC (together with each of their respective successors and assigns, collectively, “Lender”).
LOAN AGREEMENT Dated as of November 3, 2016 among TOYS “R” US PROPERTY COMPANY II, LLC, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY and BANK OF AMERICA N.A., collectively, as LenderLoan Agreement • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Loan Agreement (this “Agreement”) is dated November 3, 2016, and is among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“GS”), and BANK OF AMERICA, N.A., a national banking association, collectively as lender (“BOA”; together with GS and each of their respective successors and assigns, each a “Co-Lender” and collectively, “Lender”), and TOYS “R” US PROPERTY COMPANY II, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, “Borrower”).
GUARANTYGuaranty • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This GUARANTY (this “Guaranty”) is executed as of November 3, 2016, by TOYS “R” US, INC., a Delaware corporation, whose address for all purposes hereunder is 1 Geoffrey Way, Wayne, New Jersey 07470 (together with any successors and permitted assigns, “Guarantor”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, whose address for all purposes hereunder is 6011 Connection Drive, Suite 550, Irving, Texas 75039 (“GS”) and BANK OF AMERICA, N.A., a national banking association, whose address for all purposes hereunder is having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (“BOA”; together with GS and each of their respective successors and assigns, individually and/or collectively, as the context may require, “Lender”).
MEZZANINE LOAN AGREEMENT Dated as of November 3, 2016 between GIRAFFE JUNIOR HOLDINGS, LLC, as Borrower, and BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES...Mezzanine Loan Agreement • November 4th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Mezzanine Loan Agreement (this “Agreement”) is dated November 3, 2016, and is between BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD., BRIGADE CREDIT FUND II LTD., BRIGADE STRUCTURED CREDIT FUND LTD., LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION, BRIGADE DISTRESSED VALUE MASTER FUND LTD., THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, FEDEX CORPORATION EMPLOYEES’ PENSION TRUST, DELTA MASTER TRUST, BRIGADE OPPORTUNISTIC CREDIT FUND—ICIP, LTD. and BRIGADE OPPORTUNISTIC CREDIT FUND 16 LLC, collectively, as lender (“Lender”), and GIRAFFE JUNIOR HOLDINGS, LLC, a Delaware limited liability company, as borrower (together with its successors and permitted assigns, “Borrower”).
