FOREIGN GUARANTORS AGREEMENTForeign Guarantors Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This FOREIGN GUARANTORS AGREEMENT, dated as of September 18, 2017 (this “Agreement”), is by and among Toys “R” Us, Inc., a Delaware corporation (the “Company”), TRU Taj LLC, a Delaware limited liability company (“TRU LLC”) and TRU Taj Finance, Inc., a Delaware corporation (“TRU Finance” and together with TRU LLC, the “Issuers”), the undersigned guarantors (the “Guarantors” and together with the Company and the Issuers, the “Obligors”), and the undersigned beneficial holders or investment managers or advisors for such beneficial holders (together with any party that executes a Foreign Guarantors Joinder Agreement (the form of which is attached hereto as Exhibit A) after the date hereof, the “Supporting Holders”) of the 12% Senior Secured Notes due 2021 (the “Notes”). Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Indenture.
AMENDMENT NO. 1 TO FOREIGN GUARANTORS AGREEMENTForeign Guarantors Agreement • September 27th, 2017 • Toys R Us Inc • Retail-hobby, toy & game shops
This AMENDMENT NO. 1 TO FOREIGN GUARANTORS AGREEMENT, dated as of September 22, 2017 (this “Amendment”), is by and among Toys “R” Us, Inc., a Delaware corporation (the “Company”), TRU Taj LLC, a Delaware limited liability company (“TRU LLC”) and TRU Taj Finance, Inc., a Delaware corporation (“TRU Finance” and together with TRU LLC, the “Issuers”), the undersigned guarantors (the “Guarantors” and together with the Company and the Issuers, the “Obligors”), and the undersigned Requisite Supporting Holders (as defined in the Original Agreement, as described below) of the 12% Senior Secured Notes due 2021 (the “Notes”) amends that certain Foreign Guarantors Agreement (the “Original Agreement”), dated as of September 18, 2017 by and among the Obligors and the Supporting Holders. Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned thereto in the Original Agreement.
