1 

Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. 

Joshua A. Sussberg, P.C. (pro hac vice admission pending) Anup Sathy, P.C. 

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (pro hac vice admission pending) 

KIRKLAND & ELLIS INTERNATIONAL LLP Robert A. Britton (pro hac vice admission pending) 

601 Lexington Avenue Emily E. Geier (pro hac vice admission pending) 

New York, New York 10022 KIRKLAND & ELLIS LLP 

Telephone: (212) 446-4800 KIRKLAND & ELLIS INTERNATIONAL LLP 

Facsimile: (212) 446-4900 300 North LaSalle 

Chicago, Illinois 60654 

-and- Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Michael A. Condyles (VA 27807) 

Peter J. Barrett (VA 46179) 

Jeremy S. Williams (VA 77469) 

KUTAK ROCK LLP 

901 East Byrd Street, Suite 1000 

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

Proposed Co-Counsel to the Debtors and Debtors in Possession 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re:

TOYS “R” US, INC., et al.,

1

Debtors. 

Chapter 11

Case No. 17-34665 (KLP) 

(Joint Administration Requested) 

INTERIM ORDER (I) AUTHORIZING THE TRU TAJ DEBTORS TO OBTAIN 

POSTPETITION FINANCING, (II) AUTHORIZING THE TRU TAJ DEBTORS TO USE 

CASH COLLATERAL, (III) GRANTING LIENS AND PROVIDING SUPERPRIORITY 

ADMINISTRATIVE EXPENSE STATUS, (IV) GRANTING ADEQUATE PROTECTION 

TO THE PREPETITION LENDERS, (V) MODIFYING THE AUTOMATIC STAY, 

(VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF 

Upon the motion (the “Motion”)2 of the debtors (the “Debtors”) in the above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), pursuant to sections 105, 361, 362, 363, 364, 503 

 

1

 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification 

number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of 

Chapter 11 Cases and (II) Granting Related Relief filed contemporaneously herewith. The location of the 

Debtors’ service address is One Geoffrey Way, Wayne, New Jersey 07470.

2

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. 

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and 507 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the 

“Bankruptcy Code”), Rules 2002, 4001, 6004 and 9014 of the Federal Rules of Bankruptcy 

Procedure (as amended, the “Bankruptcy Rules”) and rule 4001(a)-1 of the Local Rules of the 

United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”) for an 

interim (this “Interim Order”) and final order (the “Final Order,” and together with the Interim 

Order, the “Orders”), inter alia: 

(a) authorizing Toys “R” Us Europe, LLC, Tru Taj Holdings 1, LLC, Tru Taj 

Holdings 2 Limited, Tru Taj Holdings 3, LLC, Tru Taj LLC, Tru Taj Finance Inc. and Tru Taj 

(Europe) Holdings, LLC, each a debtor and debtor-in-possession in the above-captioned Chapter 

11 Cases (collectively, the “Tru Taj Debtors”) to obtain postpetition secured debtor-inpossession financing (the “DIP Facility”) up to an aggregate principal amount of $375,000,000 

pursuant to the terms and conditions of that certain Note Purchase Agreement, as defined in the 

DIP Indenture referred to below and substantially in the form attached hereto as Exhibit C, and 

as amended, restated, amended and restated, supplemented or otherwise modified from time to 

time in accordance with the terms thereof and hereof, the “DIP Note Purchase Agreement”) by 

and among Tru Taj LLC and Tru Taj Finance Inc. (the “Issuers”), Toys “R” Us, Inc. (“Parent” 

or the “Tru Taj Debtor Guarantor”), as guarantor, and the noteholders party thereto from time 

to time (the “DIP Noteholders”), and incur the “Obligations” (as provided for, and defined in, 

the DIP Note Indenture (as defined below), the “DIP Obligations”) under that certain Indenture 

(substantially in the form attached hereto as Exhibit B, and as hereafter amended, restated, 

amended and restated, supplemented or otherwise modified from time to time in accordance with 

the terms thereof and hereof, the “DIP Note Indenture”) by and among the Issuers, the 

 

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guarantors party thereto from time to time (including Parent) (collectively, together with the 

Issuer, the “DIP Obligors”) and Wilmington Savings Fund Society, FSB, as trustee and 

collateral agent (the “DIP Agent”), (the DIP Note Purchase Agreement, DIP Note Indenture, the 

notes evidencing the DIP Obligations, the Security Documents (as defined in the DIP Note 

Indenture), the Intercreditor Agreement (as defined in the DIP Note Purchase Agreement), all 

agreements, documents, certificates and instruments delivered or executed from time to time in 

connection with the DIP Facility, as hereafter amended, restated, amended and restated, 

supplemented, or otherwise modified from time to time in accordance with the terms thereof and 

hereof, collectively, the “DIP Documents”);

(b) authorizing the Tru Taj Debtors and the Tru Taj Debtor Guarantor to execute and 

deliver the DIP Documents to which they are a party and to perform such other and further acts 

as may be necessary or appropriate in connection herewith and therewith; 

(c) subject to the terms of this Interim Order, authorizing the Tru Taj Debtors to grant 

first priority superpriority claims to the DIP Agent and the DIP Noteholders and first priority 

priming liens in favor of the DIP Agent (for its own benefit and the benefit of the DIP 

Noteholders) on all prepetition and postpetition property of the Tru Taj Debtors’ estates and all 

proceeds thereof (excluding a lien on Avoidance Actions (as defined below) and the other 

Excluded Assets (as defined below)) but, including, subject to entry of the Final Order, any 

Avoidance Proceeds (as defined below)), subject to the Carve-Out and the terms of this Interim 

Order; 

(d) authorizing the Tru Taj Debtors to engage in on-lending (the “On-Lending 

Transactions”) to certain of their non-Debtor affiliates, subject to the Agreed On-Lending 

Principles (as defined in the DIP Note Indenture) and otherwise on terms and conditions 

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reasonably acceptable to the DIP Noteholders; provided that no more than $75 million shall be 

so on-lent on an interim basis; 

(e) modifying the automatic stay set forth in section 362 of the Bankruptcy Code 

to the extent necessary to implement and effectuate the terms of the DIP Documents, the Foreign 

Guarantors Agreement (as defined below) and this Interim Order; 

(f) granting a waiver of any applicable stay with respect to the effectiveness and 

enforceability of this Interim Order (including under Bankruptcy Rule 6004); 

(g) authorizing the DIP Agent to enforce all remedies set forth in the DIP 

Documents, including, but not limited to, termination of the DIP Facility and the DIP Documents 

upon the occurrence and continuance of a Termination Event (as defined below); 

(h) subject to and only effective upon the entry of a Final Order, authorizing the 

waiver by the Tru Taj Debtors of any right to surcharge against the DIP Collateral or Prepetition 

Collateral (as each is defined below) pursuant to section 506(c) of the Bankruptcy Code or 

otherwise; 

(i) authorizing the Tru Taj Debtors to (i) use the Cash Collateral (as defined 

below) and other Prepetition Collateral (as defined below) pursuant to sections 361, 362 and 363 

of the Bankruptcy Code, and (ii) provide adequate protection on the terms set forth in this 

Interim Order to Wilmington Trust, National Association in its capacity as trustee and collateral 

trustee (the “Prepetition Notes Agent”) under, and to the holders (the “Prepetition 

Noteholders” and, together with the Prepetition Notes Agent, the “Prepetition Secured 

Parties”) of notes (the “Prepetition Notes”) issued pursuant to, the Prepetition Indenture (as 

defined below) whose liens and security interests are being primed by the DIP Facility; 

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(j) authorizing the Issuers to immediately borrow under the DIP Facility, up to an 

aggregate principal or face amount of $375,000,000, which shall be fully funded into an escrow 

account (the “Escrow Account”) upon the entry of this Interim Order and the closing of the DIP 

Facility; provided that no more than $100,000,000 shall be available to the Issuers for draws 

pending entry of the Final Order; borrowings under the DIP Documents shall be available to the 

Issuers (i) to fund the operations and administration of the Tru Taj Debtors and the Non-Debtor 

Foreign Subsidiaries (as defined below) (as permitted under this Interim Order, the DIP 

Documents, including the limitations set forth in section 4.08 of the DIP Note Indenture, and in 

accordance with the Budget (subject to any permitted variances)) during these Chapter 11 Cases, 

including, but not limited, to pay professional expenses in accordance with the Budget (as 

defined below) (subject to any permitted variances); (ii) to make Adequate Protection Payments 

(as defined below); (iii) to pay costs and expenses required under the DIP Documents; and (iv) to 

engage in On-Lending Transactions, subject to the Agreed On-Lending Principles. 

(k) setting the date for the hearing (the “Final Hearing”) to consider the entry of a 

Final Order authorizing and approving, on a final basis, the transactions described in the 

foregoing clauses. 

(l) This Court having considered the Motion, the exhibits attached thereto, the First 

Day Declarations, the Kurtz Declaration, the DIP Documents, and the evidence submitted at the 

interim hearing held on September 19, 2017 (the “Interim Hearing”); and this Court having 

jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 

and 1334; and consideration of the Motion and the relief requested therein being a core 

proceeding pursuant to 28 U.S.C. § 157(b)(2)(D); and venue being proper before this Court 

pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that it may enter a final 

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order consistent with Article III of the United States Constitution; and adequate notice of the 

Motion and the Interim Hearing and opportunity for objection having been given under the 

circumstances; and this Court having determined that the legal and factual bases set forth in the 

Motion establish just cause for the relief granted herein and that such relief is in the best interests 

of the Debtors, their estates, their creditors and all parties in interest and is necessary to avoid 

immediate and irreparable harm to the Debtors and their estates pending the Final Hearing; and 

any objections to the Motion having been withdrawn or overruled on the merits; and upon all of 

the proceedings had before this Court and after due deliberation and sufficient cause appearing 

therefor; 

IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that: 

A. The Motion. The Motion is granted on an interim basis as set forth herein. Any 

objection to the Motion to the extent not withdrawn or resolved is hereby overruled. 

B. Debtor-in-Possession Operation. On September 18, 2017 (the “Petition Date”), 

each of the Debtors commenced with this Court a voluntary case under chapter 11 of the 

Bankruptcy Code. Each Debtor is authorized to continue to operate its business and manage its 

properties as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. 

C. Jurisdiction. This Court has core jurisdiction over these Chapter 11 Cases, this 

Motion, and the parties and property affected hereby under 28 U.S.C. §§ 157(b) and 1334. 

Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

D. Notice. Notice of the Interim Hearing and the relief requested in the Motion was 

given on the Petition Date by electronic mail, facsimile and/or overnight delivery to: (a) the 

Office of the United States Trustee for the Eastern District of Virginia, Attn: Robert B. Van 

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Arsdale and Lynn A. Kohen (the “U.S. Trustee”); (b) the holders of the 50 largest unsecured 

claims against the Debtors (on a consolidated basis); (c) counsel to the DIP agents for the 

proposed postpetition financings of Toys “R” Us Delaware, Inc.; (d) counsel to the DIP Agent 

(on behalf of itself and the DIP Noteholders); (e) the administrative agent for the prepetition 

Secured Term Loan B Facility and the advisors and counsel thereto; (f) the prepetition 

administrative agent for the Propco I Unsecured Term Loan Facility and the advisors and counsel 

thereto; (g) counsel to the Prepetition ABL and Prepetition Term Loan Agents under the funded 

indebtedness of Toys “R” Us Delaware, Inc.; (h) counsel to the Prepetition Notes Agent (on 

behalf of itself and the Prepetition Noteholders); (i) the administrative agent for the prepetition

Secured Revolving Credit Facility and the advisors and counsel thereto; (j) the agent for the 

Propco II Mortgage Loan and the advisors and counsel thereto; (k) the agent for the Giraffe 

Junior Mezzanine Loan and the advisors and counsel thereto; (l) the administrative agent for the 

prepetition European and Australian Asset-Based Revolving Credit Facility and the advisors and 

counsel thereto; (m) the administrative agent for the Senior Unsecured Term Loan Facility and 

the advisors and counsel thereto; (n) the indenture trustee for the Debtors’ 7.375% Senior Notes 

and the advisors and counsel thereto; (o) the indenture trustee for the Debtors’ 8.75% Unsecured 

Notes and the advisors and counsel thereto; (p) counsel to the ad hoc group of B-4 Lenders; 

(q) counsel to the ad hoc group of Taj Noteholders; (r) the monitor in the CCAA proceeding and 

counsel thereto; (s) the Debtors’ Canadian Counsel, (t) the Internal Revenue Service; (u) the 

office of the attorneys general for the states in which the Debtors operate; (v) the Securities and 

Exchange Commission; and (w) any party that has requested notice pursuant to Bankruptcy Rule 

2002 (collectively, the “Notice Parties”). Such notice constitutes proper, timely, adequate and 

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sufficient notice of the Motion and the Interim Hearing in accordance with the Bankruptcy Code, 

the Bankruptcy Rules and the Local Rules. 

E. Debtors’ Stipulations. On behalf of themselves and their estates, the Debtors 

admit, stipulate and agree, subject in each case (including with respect to the Releases set forth in 

paragraph E.2. below) to entry of the Final Order, that: 

1. The Prepetition Debt. 

a. Prior to the Petition Date, the Issuers were provided financing pursuant to 

the Prepetition Notes issued under that certain Indenture, dated as of August 16, 2016 (the 

“Prepetition Indenture,” and together any ancillary documents, security agreements, 

guarantees, pledge agreements and notes issued in connection therewith, collectively, the 

“Prepetition Notes Documents”), among the Issuers, the Guarantors (as defined therein, 

collectively, the “Prepetition Guarantors”), and the Prepetition Notes Agent in the aggregate 

principal amount of not less than $578 million plus all accrued but unpaid interest, fees, and 

expenses due thereon in accordance with the terms of the Prepetition Indenture (such obligations 

under the Prepetition Notes and the Prepetition Notes Documents, the “Prepetition Notes 

Obligations”), and the Issuers and the Prepetition Guarantors are unconditionally liable, without 

defense, counterclaim, offset or setoff of any kind with respect to the Prepetition Notes 

Obligations. 

b. None of the Prepetition Secured Parties control the Debtors or their 

properties or operations, have authority to determine the manner in which any Debtor’s 

operations are conducted or are control persons or insiders of the Debtors by virtue of any of the 

actions taken with respect to, in connection with, related to or arising from the Existing 

Agreements; 

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c. The Prepetition Notes Obligations are secured by duly perfected first 

priority security interests (the “Prepetition Liens”) in the enumerated property and assets of the 

Issuers and Prepetition Guarantors under the Prepetition Indenture (the “Prepetition 

Collateral”). 

d. The Prepetition Liens are valid, binding, enforceable, non-avoidable and 

perfected priority liens on the Prepetition Collateral and the Prepetition Notes Obligations 

constitute legal, valid, binding, enforceable and non-avoidable obligations of the Tru Taj Debtors 

and the Tri Taj Debtor Guarantor, enforceable against them in accordance with their respective 

terms. The Prepetition Liens were granted to, or for the benefit of, the Prepetition Secured 

Parties for fair consideration and reasonably equivalent value, and, subject to a Challenge 

referenced below, the Prepetition Notes Obligations are not subject to any challenge or defense, 

including (without limitation) avoidance, reduction, offset, attachment, disallowance, 

disgorgement, recharacterization, surcharge, recovery or subordination pursuant to the 

Bankruptcy Code or applicable nonbankruptcy law. 

2. Releases. Subject to paragraph 3 of this Interim Order, each of the 

Debtors on its own behalf (collectively, the “Releasors”) shall unconditionally, irrevocably and 

fully forever release, remise, acquit, relinquish, irrevocably waive and discharge each of the 

Prepetition Secured Parties and each of their respective former, current, or future officers, 

employees, directors, agents, representatives, owners, members, partners, financial advisors, 

legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, and 

predecessors in interest (collectively, the “Releasees”), of and from any and all claims, demands, 

liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, 

rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, 

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injuries, attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, 

asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending, or 

threatened including, without limitation, all legal and equitable theories of recovery, arising 

under common law, statute or regulation or by contract, of every nature and description that exist 

on the date hereof relating to any of the Prepetition Notes Documents or the transactions 

contemplated under such documents, including, without limitation, (i) any so-called “lender 

liability” or equitable subordination claims or defenses, (ii) any and all claims and causes of 

action arising under the Bankruptcy Code, (iii) any recharacterization, subordination, avoidance, 

disallowance, or other claim arising under or pursuant to section 105 or chapter 5 of the 

Bankruptcy Code or under any other similar provision of applicable state law, federal law, or 

municipal law, and (iv) any right or basis to challenge or object to the amount, validity, or 

enforceability of the Prepetition Notes Obligations or any payments or other transfers made on 

account of the Prepetition Notes Obligations, or the validity, enforceability, priority, or 

non-avoidability of the Prepetition Liens, including any right or basis to seek any disgorgement 

or recovery of payments of cash or any other distributions or transfers previously received by 

any of the Releasees. 

3. Effect of Stipulations On Third Parties.

a. Each Debtor’s stipulations, admissions, agreements, and releases 

contained in this Interim Order with respect to the Prepetition Notes Obligations, including, 

without limitation, those contained in paragraph E of this Interim Order, shall be binding upon 

each Debtor and its subsidiaries and affiliates and any of their respective successors and assigns 

(including, without limitation, any Chapter 7 or Chapter 11 trustee appointed or elected for a 

Debtor), subject to the entry of the Final Order. 

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b. Each Debtor’s stipulations, admissions, agreements and releases contained 

in this Interim Order with respect to the Prepetition Notes Obligations, including without 

limitation, in paragraph E of this Interim Order, shall be binding on a permanent basis upon all 

other parties in interest, including without limitation, the Debtors’ estates, any statutory or nonstatutory committees appointed or formed in the Chapter 11 Cases (each, a “Committee”) and 

any other person or entity acting on behalf of the Debtors’ estates, unless (a) a Committee or any 

other party-in-interest, in each case, with requisite standing granted by the Bankruptcy Court, has 

timely and properly filed an adversary proceeding or contested matter by no later than the date 

that is (i) in the case of any such adversary proceeding or contested matter filed by a party-ininterest with requisite standing (other than a Committee), 60 days after entry of this Interim 

Order, (ii) in the case of any such adversary proceeding or contested matter filed by a 

Committee, 60 days after the appointment of the Committee, but in no event later than 75 days 

after entry of this Interim Order, and (iii) any such later date agreed to in writing by the 

Prepetition Secured Parties, as applicable (the “Challenge Period”), (1) challenging the validity, 

enforceability, priority, extent, or amount of the Prepetition Notes Obligations or the liens, 

subject to valuation under section 506 of the Bankruptcy Code, on the Prepetition Collateral 

securing the Prepetition Notes Obligations or (2) otherwise asserting or prosecuting any 

Avoidance Actions or any other claims, counterclaims or causes of action, objections, contests, 

or defenses (collectively, the “Claims and Defenses”) against any of the Prepetition Secured 

Parties or their respective agents, affiliates, subsidiaries, directors, officers, representatives, 

attorneys or advisors in connection with any matter related to the Prepetition Notes Obligations 

or the Prepetition Collateral, and (b) an order is entered by a court of competent jurisdiction and 

becomes final and non-appealable in favor of the plaintiff sustaining any such challenge or claim 

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(each, a “Challenge”) in any such duly filed adversary proceeding or contested matter; provided 

that, (i) as to the Debtors, all such Claims and Defenses are hereby irrevocably waived and 

relinquished as of the Petition Date and (ii) any Challenge shall set forth with specificity, the 

basis for such Challenge, and any Challenge not so specified prior to the expiration of the 

Challenge Period shall be forever deemed waived, released, and barred. If no such adversary 

proceeding or contested matter is timely and properly filed in respect of the Prepetition Notes 

Obligations, (x) the liens on the Prepetition Collateral securing the Prepetition Notes Obligations 

shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected and of the 

priority specified in paragraph E herein, not subject to defense, counterclaim, recharacterization, 

subordination or avoidance of any kind and (y) the Prepetition Notes Obligations, the Prepetition 

Secured Parties, and the liens on the Prepetition Collateral granted to secure the Prepetition 

Notes Obligations shall not be subject to any other or further Challenge by any Committee or any 

other party-in-interest, and any such Committee(s) and parties-in-interest shall be enjoined from 

seeking to exercise the rights of the Debtors’ estates, including without limitation, any successor 

thereto (including any estate representative or a Chapter 7 or 11 trustee appointed or elected for 

any of the Tru Taj Debtors or Tru Taj Debtor Guarantor) with respect thereto. If any such 

adversary proceeding or contested matter is timely and properly filed, the stipulations and 

admissions contained in paragraph E of this Interim Order shall nonetheless remain binding and 

preclusive (as provided in the second sentence of this subparagraph) on any Committee and any 

other party-in-interest, except as to any such findings and admissions that were expressly and 

successfully challenged in such adversary proceeding or contested matter as set forth in a final, 

non-appealable order of a court of competent jurisdiction. Nothing in this Interim Order vests or 

confers on any person (as defined in the Bankruptcy Code), including any Committee, standing 

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or authority to pursue any cause of action belonging to the Debtors or their estates, including, 

without limitation, Claims and Defenses with respect to the Prepetition Notes Documents or the 

Prepetition Notes Obligations or any liens granted by any Tru Taj Debtor, Tru Taj Debtor 

Guarantor, Non-Debtor Foreign Subsidiary or affiliate to secure any of the foregoing. 

4. Each of the Prepetition Secured Parties is entitled to all of the rights and 

benefits of section 552(b) of the Bankruptcy Code, and, subject to the entry of the Final Order, 

the “equities of the case” exception shall not apply. 

F. Findings Regarding the DIP Financing and Use of Cash Collateral. 

5. Upon entry of this Interim Order, the entire amount of the DIP Facility 

may be funded into the Escrow Account in accordance with the DIP Documents, provided that 

the Issuers may only draw up to $100 million of the DIP Facility (the “Initial Draw Amount”) 

on an interim basis. There exists an immediate need for the Issuers to access the Initial Draw 

Amount and to use Cash Collateral, in each case, to fund operations (including the businesses of 

the Non-Debtor Foreign Subsidiaries), to pay costs and expenses associated with the DIP Facility 

and the Chapter 11 Cases, meet their allocation of payroll and other necessary business 

expenditures, satisfy the Adequate Protection Provisions (as defined below) and administer and 

preserve the value of their estates. The ability of the Tru Taj Debtors to finance their businesses 

(including the businesses of the Non-Debtor Foreign Subsidiaries) during the Chapter 11 Cases 

requires the use of Cash Collateral and the availability of additional liquidity under the DIP 

Facility, the absence of which would immediately and irreparably harm the Tru Taj Debtors, 

their estates, their subsidiaries and their creditors. 

6. As provided in the DIP Documents, the DIP Obligations shall have the 

benefit of (a) a guaranty from each of the Tru Taj Debtors (other than the Issuers), the Tru Taj 

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Debtor Guarantor and the other DIP Obligors and (b) the security interest and liens provided for 

herein, in the Security Documents and all related pledge and collateral agreements. 

7. Given their current financial condition, financing arrangements and capital 

structure, the Tru Taj Debtors are unable to obtain financing from sources other than the DIP 

Noteholders on terms more favorable than the DIP Facility. The Tru Taj Debtors are unable to 

obtain unsecured credit allowable only as an administrative expense pursuant to 

section 503(b)(1) of the Bankruptcy Code. 

8. The Tru Taj Debtors also are unable to obtain credit secured by a lien 

allowable only under sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code except under the 

terms and conditions provided in this Interim Order and the DIP Documents. The Tru Taj 

Debtors are unable to obtain credit for borrowed money without (a) the Tru Taj Debtors granting 

to the DIP Agent (for the ratable benefit of the DIP Agent and the DIP Noteholders) liens on 

various assets of the Tru Taj Debtors on a senior secured priming basis pursuant to 

sections 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code, subject to the terms of this 

Interim Order and the DIP Documents, and (b) certain Non-Debtor Foreign Subsidiaries granting 

to the DIP Agent (for the ratable benefit of the DIP Agent and the DIP Noteholders) liens on 

certain of their assets. 

9. The ability of the Tru Taj Debtors to finance their business (including the 

businesses of the Non-Debtor Foreign Subsidiaries) through the incurrence of indebtedness for 

borrowed money and other financial accommodations is vital to the Debtors’ ability to preserve 

and maintain their going concern value. 

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10. The relief granted herein is necessary, essential and appropriate for the 

continued operation of the Debtors’ businesses and the management and preservation of their 

properties. 

11. It is in the best interest of Tru Taj Debtors’ estates to be authorized to 

borrow under the DIP Facility as provided herein and in the DIP Documents. 

12. The terms and conditions of the DIP Facility, including those which 

provide for the payment of interest to, and fees and expenses (including professional fees) of, the 

DIP Agent (for the benefit of DIP Agent and the DIP Noteholders, as applicable) and the DIP 

Noteholders at the times, and in the manner provided under the DIP Documents, are fair, 

reasonable, and the best available under the circumstances. 

13. The DIP Documents and this Interim Order were negotiated in good faith 

and at arms’ length among the Debtors, on the one hand, and the DIP Agent, DIP Noteholders, 

and certain of the Prepetition Secured Parties, on the other hand. Credit to be extended under the 

DIP Facility will be so extended in good faith, in consequence of which the DIP Agent and the 

DIP Noteholders are entitled to the protection and benefits of section 364(e) of the Bankruptcy 

Code. 

14. The DIP Agent and the DIP Noteholders have acted in good faith 

regarding the DIP Facility and the Tru Taj Debtors’ and the Tru Taj Debtor Guarantor’s 

continued use of the Prepetition Collateral (including the Cash Collateral) to fund the 

administration of the Tru Taj Debtors’ estates and continued operation of their businesses 

(including the incurrence and payment of the Adequate Protection Obligations (as defined 

below) and the granting of the Adequate Protection Liens (as defined below)), in accordance 

with the terms hereof, and the DIP Agent and the DIP Noteholders (and the successors and 

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assigns thereof) shall be entitled to the full protection of section 363(m) of the Bankruptcy Code 

in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on 

appeal or otherwise. 

15. Subject to entry of the Final Order and to the exceptions, limitations and 

terms of the DIP Documents and applicable law, the Tru Taj Debtors shall use their reasonable 

best efforts to cause certain of the Non-Debtor Foreign Subsidiaries to grant to the DIP Agent 

(for the benefit of the DIP Agent and the DIP Noteholders) (i) first priority senior secured 

interests in and liens upon the real estate assets of Spain Propco (as defined in the DIP Note 

Indenture) (the “Spanish Collateral”); (ii) first priority senior secured interests in and liens upon 

all collateral and assets of France Propco (the “French Collateral”); and (iii) second priority 

senior secured interests in and liens upon all collateral securing the European ABL Facility (as 

defined in the DIP Note Purchase Agreement) (the “Euro ABL Collateral” and, together with 

the Spanish Collateral and the French Collateral, the “Foreign Collateral”).

16. Prepetition Noteholders holding not less than 70% in aggregate principal 

amount of the Prepetition Notes (the “Supporting Noteholders”) have consented to the Tru Taj 

Debtors’ entry into the DIP Facility on the terms described herein, including the priming of the 

Prepetition Liens by the DIP Liens in exchange for adequate protection of their interests in the 

Prepetition Collateral as set forth in this Interim Order. 

17. The Prepetition Secured Parties are entitled, pursuant to sections 361, 

363(c), 363(e) and 364(d) of the Bankruptcy Code, to adequate protection of their interests in the 

Prepetition Collateral from any diminution in value of such interests in the Prepetition Collateral, 

including, as applicable, from the use of Cash Collateral, the use, sale or lease of the Prepetition 

Collateral, and the imposition of the automatic stay granted in this Interim Order and the DIP 

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Documents pursuant to section 362(d) of the Bankruptcy Code. The Tru Taj Debtors and the Tru 

Taj Debtor Guarantor have agreed, in their reasoned business judgment, to provide adequate 

protection to the Prepetition Secured Parties, on the terms and conditions set forth in this Interim 

Order. Based on the Motion and on the record presented to this Court at the Interim Hearing, the 

terms of the proposed adequate protection arrangements, use of the Cash Collateral, and the DIP 

Facility contemplated hereby, are fair and reasonable, reflect the Tru Taj Debtors’ and the Tru 

Taj Debtor Guarantor’s prudent exercise of business judgment consistent with their fiduciary 

duties, and constitute reasonably equivalent value and fair consideration for the consent of the 

Prepetition Secured Parties to the transactions contemplated herein. 

18. All of Tru Taj Debtors’ and the Tru Taj Debtor Guarantor’s obligations 

and indebtedness arising under, in respect of or in connection with the DIP Facility and the DIP 

Documents, including the DIP Obligations, shall be deemed to have been extended by the DIP 

Agent and the DIP Noteholders and their affiliates in good faith, as that term is used in section 

364(e) of the Bankruptcy Code, and in express reliance upon the protections offered by section 

364(e) of the Bankruptcy Code, and shall be entitled to the full protection of section 364(e) of the 

Bankruptcy Code in the event that this Order or any provision hereof is vacated, reversed or 

modified on appeal or otherwise. 

19. Good and sufficient cause has been shown for the entry of this Interim 

Order. Among other things, entry of this Interim Order will enable the Tru Taj Debtors to 

continue the operation of their respective businesses and avoid immediate and irreparable harm 

to the Debtors’ estates and their properties, to meet payroll and other operating expenses, and to 

avoid disputes with the Prepetition Secured Parties with respect to adequate protection. Entry of 

this Interim Order is in the best interests of the Tru Taj Debtors, their estates and their creditors. 

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Approval of the DIP Facility is vital to avoid immediate and irreparable harm to the Debtors’ 

estates, and is therefore in the best interests of all stakeholders in the Tru Taj Debtors’ estates.

NOW THEREFORE, it is hereby ORDERED that: 

1. On an interim basis, the Motion is granted. 

2. The Tru Taj Debtors and the Tru Taj Debtor Guarantor (as applicable) are 

authorized to: 

a. enter into the DIP Facility; 

b. execute and deliver each of the DIP Documents to which any such Debtor 

is a party; 

c. borrow up to the Initial Draw Amount pending the Final Hearing; 

d. use proceeds to fund the Tru Taj Debtors’ business (and the businesses of 

the Non-Debtor Foreign Subsidiaries) during these Chapter 11 Cases, in accordance with the DIP 

Documents and the Budget (subject to any permitted variance); 

e. pay all fees and expenses required under or referred to in the DIP Facility, 

as such become due for the DIP Agent and the DIP Noteholders, (including interest, fees, 

prepayment premiums, original issue discount, the Additional Interest Amount (as defined in the 

DIP Note Indenture), the Closing Fee (as defined in the DIP Note Purchase Agreement), each of 

which shall be fully earned upon entry of this Interim Order, and expenses (including, agent fees, 

and reasonable fees and expenses of attorneys, financial advisors, accountants and other 

professionals, whether incurred pre- or post-petition, of the DIP Agent and the DIP 

Noteholders)); and 

f. make the Adequate Protection Payments (as defined below). 

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3. The Debtors hereby are authorized and directed to do and perform all acts 

and to make, execute, and deliver all instruments and documents which may be required or 

necessary for the performance by the Tru Taj Debtors and the Tru Taj Debtor Guarantor the 

under the DIP Documents and the creation and perfection of the DIP Liens (as defined below) 

granted by, the Tru Taj Debtors, the Tru Taj Debtor Guarantor and any Non-Debtor Foreign 

Subsidiaries as described in and provided for by the DIP Documents. 

4. Each officer of the Tru Taj Debtors and the Tru Taj Debtor Guarantor 

hereby is authorized to execute and deliver each of the DIP Documents, such execution and 

delivery to be conclusive of their respective authority to act in the name of and on behalf of the 

Tru Taj Debtors and the Tru Taj Debtor Guarantor. 

5. The Tru Taj Debtors and the Tru Taj Debtor Guarantor are further hereby 

authorized and directed to (i) make any payment due under the DIP Documents, including 

making non-refundable payments to the DIP Agent on account of any fees and other amounts 

due and owing, including any reimbursement of indemnified obligations provided for in the DIP 

Documents and to pay for any reasonable costs and expenses as may be due from time to time in 

connection with the DIP Facility, including, without limitation, the reasonable fees and expenses 

of the professionals retained by the DIP Agent and the DIP Noteholders or as otherwise provided 

for in the DIP Documents, whether incurred pre- or post-petition, without the need to file 

retention motions or fee applications; and (ii) perform all other acts required under or in 

connection with the DIP Documents, including the granting and perfection of the DIP Liens as 

provided herein and therein. 

6. The DIP Documents shall constitute and evidence the valid and binding 

obligations of each of the Tru Taj Debtors and the Tru Taj Debtor Guarantor, which DIP 

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Obligations shall be enforceable against each of the Tru Taj Debtors and the Tru Taj Debtor 

Guarantor in accordance with their terms and the terms of this Interim Order. No obligation, 

payment, transfer or grant of a security or other interest under the DIP Documents or this Interim 

Order shall be stayed, restrained, voidable or recoverable under the Bankruptcy Code or any 

applicable law (including, without limitation, under section 502(d) of the Bankruptcy Code), or 

subject to any defense, reduction, set-off, recoupment or counterclaim. 

7. Upon execution and delivery of the DIP Documents, the DIP Documents 

shall constitute valid, binding and unavoidable obligations of the Tru Taj Debtors and the Tru 

Taj Debtor Guarantor, enforceable against each Tru Taj Debtor and the Tru Taj Debtor 

Guarantor thereto in accordance with the terms of the DIP Documents and this Interim Order. 

No obligation, payment, transfer or grant of security under the DIP Documents or this Interim 

Order to the DIP Agents and/or the DIP Noteholders shall be stayed, restrained, voidable or 

recoverable under the Bankruptcy Code or under any applicable law (including, without 

limitation, under sections 502(d), 548 or 549 of the Bankruptcy Code), or subject to any defense, 

reduction, setoff, recoupment, claim or counterclaim. 

8. DIP Liens. 

As security for the DIP Obligations, effective and perfected upon the date of this 

Order and without the necessity of the execution, recordation of filings by the Debtors of 

mortgages, security agreements, control agreements, pledge agreements, financing statements or 

other similar documents, or the possession or control by the DIP Agent or any DIP Noteholder 

of, or over, any DIP Collateral, the security interests and liens identified below are hereby 

granted to the DIP Agent for its own benefit and the respective benefit of the DIP Noteholders, 

subject in each case to the Carve-Out (all property identified in clauses (a), (b), (c), (d), (e) (f) 

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and (g) below, together with all other property to which the DIP Agent is granted a lien under the 

DIP Documents including the Foreign Collateral, and subject to the entry of the Final Order, 

Avoidance Proceeds (as defined below) (collectively, the “DIP Collateral”, and all such liens 

and security interests granted to the DIP Agent, for its benefit and for the benefit of the DIP 

Noteholders, pursuant to this Interim Order and the DIP Documents being collectively referred to 

as the “DIP Liens”), but excluding Avoidance Actions and Excluded Property (but including the 

proceeds of Excluded Property, as provided below). 

a. First Lien on Unencumbered Property. Pursuant to section 364(c)(2) of 

the Bankruptcy Code, the DIP Agent, for its own benefit and the benefit of the DIP Noteholders, 

shall have a valid, binding, continuing, enforceable, fully-perfected first priority senior (but 

subject to the priorities set forth herein and in the DIP Documents) security interest in and lien 

upon all pre- and postpetition tangible and intangible property of the Tru Taj Debtors and the Tru 

Taj Debtor Guarantors’ estates, whether existing on the Petition Date or thereafter acquired, that, 

on or as of the Petition Date is not subject to valid, perfected, and non-avoidable liens (or to valid 

liens in existence as of the Petition Date that are subsequently perfected as permitted by section 

546(b) of the Bankruptcy Code) (collectively, “Unencumbered Property”), including without 

limitation, all inventory, accounts, accounts receivable, general intangibles, chattel paper, 

contracts, owned real estate, real and personal property leaseholds, property, plants, fixtures, 

machinery, equipment, as-extracted collateral, vehicles, vessels, deposit accounts, commercial 

tort claims, documents, equity interests, books and records, cash of the Tru Taj Debtors and the 

Tru Taj Debtor Guarantor (whether maintained with the DIP Agent or otherwise), including 

amounts held in the Escrow Account and the account into which any borrowings will be directed 

and any investment of such cash, letter of credit rights, patents, copyrights, trademarks, trade 

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names, rights under license agreements, other intellectual property, stock of subsidiaries of the 

Tru Taj Debtors and the Tru Taj Debtor Guarantor, other rights to payment whether arising 

before or after the Petition Date (including, without limitation, postpetition intercompany claims 

against and loans to and receivables from non-Debtor subsidiaries and affiliates, including the 

Non-Debtor Foreign Subsidiaries), and the proceeds, products, offspring or profits of all of the 

foregoing, as set forth in the DIP Documents; provided, that to the extent stock of a CFC or CFC 

Holding Company was pledged in support of any Prepetition Notes Documents, any unpledged 

stock of such CFC or CFC Holding Company shall not be pledged pursuant to this paragraph. 

b. Priming Liens on Prepetition Collateral. 

(i) Pursuant to section 364(d)(1) of the Bankruptcy Code, the DIP 

Agent, for its own benefit and the benefit of the DIP Noteholders, shall have a valid, binding, 

continuing, enforceable, fully-perfected first-priority senior priming lien on, and security interest 

upon all prepetition and postpetition property of the Tru Taj Debtors and the Tru Taj Debtor 

Guarantor and any other obligors, guarantors or credit parties under the DIP Facility, including, 

without limitation, cash and Cash Collateral of Tru Taj Debtors (whether maintained with the 

DIP Agent or otherwise), any investment of such cash and Cash Collateral, inventory, accounts 

receivable, letter of credit rights and other rights to payment, whether arising before or after the 

Petition Date, contracts, properties, plants, equipment, vehicles, general intangibles, documents, 

instruments, interests in leaseholds, real properties, patents, copyrights, trademarks, trade names, 

other intellectual property, capital stock of subsidiaries and the proceeds, products, offspring of 

profits of all of the foregoing, whether now existing or hereafter acquired, that is subject to the 

Prepetition Liens. Such security interests and liens shall be senior in all respects to the interests 

in such property of the Prepetition Secured Parties arising from current and future liens of the 

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Prepetition Secured Parties (including the Adequate Protection Liens (as defined below) granted 

hereunder). 

c. Liens on Foreign Collateral. In accordance with the terms of the DIP 

Documents, the Tru Taj Debtors shall use their reasonable best efforts to cause certain of their 

the Non-Debtor Foreign Subsidiaries to (a) guarantee the DIP Obligations and (b) grant to the 

DIP Agent (for the benefit of the DIP Noteholders) (i) first priority and senior secured interests 

in and liens upon the Spanish Collateral; (ii) first priority senior secured interests in and liens 

upon the French Collateral and (iii) second priority senior secured interests in and liens upon the 

Euro ABL Collateral. 

d. Liens Junior to Certain Other Liens. Pursuant to section 364(c)(3) of the 

Bankruptcy Code, the DIP Agent, for its own benefit and the benefit of the DIP Noteholders, 

shall have a valid, binding, continuing, enforceable, fully-perfected junior security interest 

(subject to the priorities set forth in the DIP Documents) in, and lien upon, all prepetition and 

postpetition tangible and intangible property of the Tru Taj Debtors, the Tru Taj Debtor 

Guarantor and their respective estates (other than property described in clauses (a), (b), (c), (e) or 

(f) of this paragraph 8, as to which the liens and security interests in favor of the DIP Agent will 

be as described in such clauses), whether now existing or hereafter acquired, that is subject to 

valid, perfected and unavoidable liens in existence immediately prior to the Petition Date, or to 

any valid and unavoidable liens in existence immediately prior to the Petition Date that are 

perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code 

(each, a “Prior Perfected Lien”), so long as such security interests and liens were senior to the 

Prepetition Liens immediately prior to the Petition Date and in accordance with the Prepetition 

Notes Documents. 

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e. Liens Senior to Certain Other Liens. The DIP Liens shall be subordinate 

to the Carve-Out but otherwise shall not be subject or subordinate to (i) any lien or security 

interest that is avoided and preserved for the benefit of the Debtors and their estates under 

section 551 of the Bankruptcy Code or (ii) unless otherwise provided for in the DIP Documents, 

any liens arising after the Petition Date including, without limitation, any liens or security 

interests granted in favor of any federal, state, municipal or other domestic or foreign 

governmental unit (including any regulatory body), commission, board or court for any liability 

of the Debtors. 

f. Notwithstanding the foregoing clauses (a), (b), (c) (d) and (e), the DIP 

Collateral under this Interim Order shall exclude (i) the Debtors’ claims and causes of action 

under sections 502(d), 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code, or any 

other avoidance actions under the Bankruptcy Code (collectively, “Avoidance Actions”), but, 

subject only to and effective upon entry of the Final Order, shall include any proceeds or 

property recovered, unencumbered or otherwise the subject of successful Avoidance Actions, 

whether by judgment, settlement or otherwise (“Avoidance Proceeds”), (ii) (a) any lease, 

license or other agreement or any property subject to a purchase money security interest, capital 

lease obligation or similar arrangements, in each case, permitted under the DIP Documents, if a 

grant of a security interest therein would violate or invalidate such lease, license or agreement, 

purchase money, capital lease or a similar arrangement or create a right of termination in favor of 

any other party thereto that is not excused by operation of the Chapter 11 Cases, or (b) any lease, 

license, permit, franchise or agreement and the property subject thereto to the extent that a grant 

of a security interest therein (A) is prohibited by applicable law other than to the extent such 

prohibition is rendered ineffective under the UCC or other applicable law notwithstanding such 

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prohibition or (B) to the extent and for so long as it would violate the terms thereof (in each case, 

after giving effect to the relevant provisions of the UCC or other applicable laws, including the 

Bankruptcy Code) or would give rise to a termination right thereunder (except to the extent such 

provision is overridden by the UCC or other applicable laws, including the Bankruptcy Code), 

(iii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or 

“Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the 

period, if any, in which, the grant of a security interest therein would impair the validity or 

enforceability of such intent-to-use Trademark application or any registration that issues 

therefrom under applicable federal Law, and (iv) Voting Stock (as defined in the DIP Note 

Indenture) of Excluded Subsidiaries (as defined below) in excess of 65% (except to the extent 

expressly provided by the DIP Documents), but only to the extent that such a pledge would have 

a material adverse tax consequence to the Tru Taj Debtor Guarantor) (collectively, the 

“Excluded Assets”); provided, that to the extent Voting Stock of Excluded Subsidiaries are 

pledged in support of the Prepetition Notes Documents, such Voting Stock would not constitute 

Excluded Assets pursuant to clause (iv) of this paragraph; provided further that the DIP 

Collateral shall include any proceeds of Excluded Assets that do not otherwise constitute 

Excluded Assets. 

g. As used herein, (i) “Excluded Subsidiary” means (a) any CFC, (b) any 

CFC Holding Company, and (c) any subsidiary of a Foreign Subsidiary (as defined in the DIP 

Note Indenture) that is not itself a Foreign Subsidiary and is a CFC Holding Company; (ii) 

“CFC” means a subsidiary of the Borrower that is a “controlled foreign corporation” within the 

meaning of Section 957 of the Internal Revenue Code of 1986, as amended, except any European 

ABL Obligor, Spain Propco and France Propco (each as defined in the DIP Note Indenture), 

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which shall not be Excluded Subsidiaries or CFCs; and (iii) “CFC Holding Company” means a 

subsidiary of a Debtor that owns no material assets other than the equity interests (or equity 

interests and debt interests) of one of more CFCs except any European ABL Obligor, Spain 

Propco and France Propco, which shall not be Excluded Subsidiaries or a CFC Holding 

Company. 

9. Perfection of DIP Liens; Modification of the Automatic Stay. The 

automatic stay imposed under section 362(a) of the Bankruptcy Code is hereby lifted, as 

necessary, to permit (i) the Tru Taj Debtors and the Tru Taj Debtor Guarantor (as applicable) to 

grant the DIP Liens to the DIP Agent (for the benefit of the DIP Agent and the DIP 

Noteholders), (ii) the Tru Taj Debtors and the Tru Taj Debtor Guarantor (as applicable) to 

perform their obligations under the DIP Obligations and incur the DIP Obligations, (iii) any 

action of the DIP Agent or DIP Noteholders to file and record financing statements, mortgages or 

other instruments to provide further notice of and evidence the grant and perfection of the DIP 

Liens granted to the DIP Agent and DIP Noteholders, as the DIP Agent shall reasonably 

determine, and (iv) any action that may be required in order to terminate or give effect to the 

Foreign Guarantors Agreement (including any rescission of any acceleration of the Prepetition 

Notes with the consent of the Tru Taj Debtors). The Debtors shall execute and deliver to the DIP 

Agent and the DIP Noteholders all such financing statements, notices and other documents as the 

DIP Agent or any DIP Noteholder may reasonably request in connection therewith. The DIP 

Agent, in its discretion, may file a copy of this Interim Order as a mortgage, financing statement 

or similar perfection document with any recording officer designated to file financing statements 

or with any registry of deeds or similar office in any jurisdiction in which the Tru Taj Debtors or 

the Tru Taj Debtor Guarantor has real or personal property (but is not required to perfect any 

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lien); provided, however, that no leasehold mortgage will be filed prior to entry of the Final 

Order. 

10. Application of Payments. All amounts applied to the payment of the DIP 

Obligations shall be applied thereto in the manner set forth in the DIP Documents. 

11. Superpriority Claims. 

a. Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP 

Obligations shall constitute allowed superpriority administrative claims against (i) the Tru Taj 

Debtors and (ii) the Tru Taj Debtor Guarantor, but shall otherwise have priority over any and all 

administrative expenses, diminution claims and all other claims against the Tru Taj Debtors and 

the Tru Taj Debtor Guarantor, now existing or hereafter arising, of any kind whatsoever, 

including, without limitation, all administrative expenses of the kind specified in sections 503(b) 

and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims 

arising under sections 105, 326, 328, 330, 331, 503(b), 506(c) (subject to entry of a Final Order), 

507(a), 507(b), 726, 1113 or 1114 of the Bankruptcy Code (the “Superpriority Claims”), 

whether or not such expenses or claims may become secured by a judgment lien or other nonconsensual lien, levy or attachment, which allowed claims shall be payable from and have 

recourse to all pre-petition and post-petition property of the Tru Taj Debtors and the Tru Taj 

Debtor Guarantor and their estates and all proceeds thereof to the extent required under the DIP 

Documents. Any payments, distributions or other proceeds received on account of such 

Superpriority Claims shall be promptly delivered to the DIP Agent to be applied or further 

distributed by the DIP Agent on account of the DIP Obligations in such order as is specified in 

the DIP Documents. The Superpriority Claims shall be entitled to the full protection of section 

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364(e) of the Bankruptcy Code in the event that this Interim Order or any provision hereof is 

vacated, reversed or modified, on appeal or otherwise. 

b. The Carve-Out. Notwithstanding anything to the contrary in this Interim 

Order, the DIP Documents, or otherwise, the DIP Obligations, the DIP Liens, the Adequate 

Protection Liens, the Superpriority Claims, the Adequate Protection Claims, and the Prepetition 

Notes Obligations, shall be subject to a carve-out (the “Carve-Out”), which shall equal the sum 

total of: (i) all fees required to be paid to the Clerk of this Court and to the Office of the United 

States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the 

statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and 

expenses up to $150,000 incurred by a trustee under section 726(b) of the Bankruptcy Code 

(without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, 

whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the 

“Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to 

section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) or any 

Committee (the “Committee Professionals” and, together with the Debtor Professionals, the 

“Professional Persons”) and allocable to the Issuers pursuant to the Budget (other than (i) any 

restructuring, sale or other success or transaction fee of any investment bankers or financial 

advisors of the Debtors or any Committee, and (ii) any fees and expenses of third party 

professionals employed by any Committee members) at any time before or on the first business 

day following delivery by the DIP Agent of a Carve Out Trigger Notice (as defined below), 

whether allowed by this Court prior to or after delivery of a Carve Out Trigger Notice; and 

(iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed 

$20,000,000 incurred after the first business day following delivery by the DIP Agent of the 

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Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, 

procedural order, or otherwise, and allocable to the Issuers pursuant to the Budget (the amounts 

set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of 

the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or 

other electronic means) by the DIP Agent to the Debtors, their lead restructuring counsel, the 

U.S. Trustee, and counsel to any Committee, which notice may be delivered following the 

occurrence and during the continuation of an Event of Default and acceleration of the DIP 

Obligations under the DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been 

invoked. 

(i) Carve Out Reserves. On the day on which a Carve Out Trigger Notice is 

given by the DIP Agent to the Debtors with a copy to counsel to any Committee (the 

“Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to 

the Tru Taj Debtors to utilize all available cash on hand as of such date and any available cash 

thereafter held by any Debtor Obligor, subject to reserve for critical expenses, to fund a reserve 

in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Tru Taj 

Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then 

unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any 

and all other claims. On the Termination Declaration Date, the Tru Taj Debtors shall also 

deposit and hold such amounts in a segregated account in trust to pay such Allowed Professional 

Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger 

Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out 

Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice 

Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the 

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definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the 

avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the 

extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP 

Agent for the benefit of the DIP Noteholders, unless the DIP Obligations have been indefeasibly 

paid in full, in cash, in which case any such excess shall be paid to the Prepetition Notes Agent 

in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve 

Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the 

definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the 

extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP 

Agent for the benefit of the DIP Noteholders, unless the DIP Obligations have been indefeasibly 

paid in full, in cash, in which case any such excess shall be paid to the Prepetition Noteholders in 

accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to 

the contrary in this Interim Order, if either of the Carve Out Reserves is not funded in full in the 

amounts set forth herein, then, any excess funds in one of the Carve Out Reserves following the 

payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be 

used to fund the other Carve Out Reserve, up to the applicable amount set forth herein, prior to 

making any payments to the DIP Agent or the Prepetition Noteholders, as applicable. 

Notwithstanding anything to the contrary in this Interim Order, following delivery of a Carve 

Out Trigger Notice, the DIP Agent and the Prepetition Notes Agent shall not sweep or foreclose 

on cash (including cash received as a result of the sale or other disposition of any assets) of the 

Tru Taj Debtors until the Carve Out Reserves have been fully funded, but shall have a security 

interest in any residual interest in the Carve Out Reserves, with any excess paid to the DIP Agent 

for application in accordance with the DIP Documents. 

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(ii) In addition, notwithstanding anything to the contrary in this Interim Order, 

(a) disbursements by the Debtors from the Carve Out Reserves shall not increase or reduce the 

DIP Obligations, (b) the failure of the Carve Out Reserves to satisfy in full the Allowed 

Professional Fees shall not affect the priority of the Carve Out, and (c) in no way shall the 

Budget, Carve-Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the 

foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees 

due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the 

contrary herein or in the Prepetition Indenture, the Carve Out shall be senior to all liens and 

claims securing the DIP Facility, the Adequate Protection Liens, the Adequate Protection 

Claims, and any and all other forms of adequate protection, liens, or claims securing the DIP 

Obligations or the Prepetition Notes Obligations. 

(iii) The DIP Agent and DIP Noteholders shall not be responsible for the direct 

payment or reimbursement of any fees or disbursements of any Professional Persons incurred in 

connection with these Chapter 11 Cases or any Successor Cases. Nothing in this Interim Order 

or otherwise shall be construed (i) to obligate the DIP Agent or the DIP Noteholders in any way 

to pay compensation to or to reimburse expenses of any Professional Persons, or to guarantee 

that the Debtors have sufficient funds to pay such compensation or reimbursement; (ii) to 

increase the Carve-Out if actual allowed Professional Fees are higher in fact than reflected in the 

Budget; or (iii) as consent to allowance of any professional fees or expenses of any Professional 

Persons. 

c. Payment of Allowed Professional Fees Prior to the Termination 

Declaration Date. Any payment or reimbursement made prior to the occurrence of the 

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Termination Declaration Date in respect of any Allowed Professional Fees shall not reduce the 

Carve Out. 

d. Payment of Carve Out On or After the Termination Declaration Date. 

Any payment or reimbursement made on or after the occurrence of the Termination Declaration 

Date in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a 

dollar-for-dollar basis. Any funding of the Carve Out shall be added to, and made a part of, the 

DIP Obligations secured by the DIP Collateral and shall be otherwise entitled to the protections 

granted under the Orders, the Bankruptcy Code and applicable law. 

12. Use of Cash Collateral and DIP Facility Proceeds. 

a. Provided that the Termination Date (as defined below) has not occurred, 

the Tru Taj Debtors are hereby authorized pursuant to this Interim Order to use the cash proceeds 

of the Prepetition Collateral that constitute “cash collateral” within the meaning of section 363 of 

the Bankruptcy Code (the “Cash Collateral”) and other property in which the Prepetition Notes 

Agent, solely in its capacity as such and for the ratable benefit of the Prepetition Noteholders, 

has an interest pursuant to sections 363(c) of the Bankruptcy Code in accordance with the terms 

and conditions of this Interim Order. 

b. The Tru Taj Debtors’ use of Cash Collateral and borrowing under the DIP 

Facility may be used in a manner consistent with the terms and conditions of this Interim Order 

to fund the business and administration, in accordance with the Budget (subject to permitted 

variances) and subject to the limitations set forth in section 4.08 of the DIP Note Indenture, of 

the Tru Taj Debtors and the Non-Debtor Foreign Subsidiaries as provided herein during these 

Chapter 11 Cases, including, but not limited to, (i) paying professional expenses, in accordance 

with the professional fee allocations agreed to by the DIP Agent and the DIP Noteholders, as 

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reflected in the Budget, (ii) making Adequate Protection Payments, (iii) paying costs and 

expenses required under the DIP Documents, (iv) for other working capital purposes, in 

accordance with the Budget, and (v) engaging in the On-Lending Transactions, subject to the 

Agreed On-Lending Principles; provided, however that, in no event shall the Tru Taj Debtors use 

any proceeds under the DIP Facility or Cash Collateral to make any payments to Toys “R” UsDelaware, Inc. (“Toys Delaware”) in excess of amounts owed from time to time under that 

certain Information Technology and Administrative Support Services Agreement by and among 

Toys Delaware and the counterparties thereto, dated as of February 1, 2009, in the form as in 

effect on the Petition Date.

13. Budget. 

a. Attached as Exhibit A hereto is a preliminary budget setting forth the Tru 

Taj Debtors’ projected receipts and disbursements on a monthly basis through February 2019 (as 

amended from time to time in accordance herewith, the “Budget”). The Tru Taj Debtors shall 

operate in accordance with the Budget (subject to permitted variances). 

b. On or before 5:00 p.m. prevailing Eastern Time on the last business day of 

each calendar month, the Tru Taj Debtors shall furnish an updated budget to the DIP Noteholders 

and the DIP Agent. Such updated budget shall become the “Budget” hereunder so long as it is 

reasonably acceptable to the DIP Agent (acting at the direction of the DIP Noteholders). 

c. The Tru Taj Debtors shall deliver to the DIP Agent by no later than three 

(3) business days following the end of each calendar month, a variance report (the “Variance 

Report”) for the period then ended and included in the latest Budget (A) showing, for each 

month, actual results for the following items: (1) total net cash receipts and (2) total net cash 

disbursements; (B) noting therein variances on a monthly and cumulative basis period from the 

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amounts set forth for such period in the relevant Budget; and (C) providing an explanation for all 

material variances. Subject to the terms of, and except as otherwise provided in, the DIP 

Documents, the actual disbursements for each monthly period for each line item shall not exceed 

115% of the projected disbursements for such line item in the Budget for such period. Each 

Variance Report shall be certified by an authorized officer of the Issuers as being prepared in 

good faith and fairly presenting in all material respects the information set forth therein. At the 

request of the DIP Agent, the Debtors shall make an officer with knowledge of the Budget, their 

financial advisor, or both available via teleconference to provide a reasonably detailed 

explanation to the DIP Agent and the DIP Noteholders of any material variances. 

14. Adequate Protection Payments. The Prepetition Secured Parties are 

entitled, pursuant to sections 361, 363(e) and 364(d)(1) of the Bankruptcy Code, to adequate 

protection to the extent of their interest in the Prepetition Collateral, including the Cash 

Collateral, for any diminution in the value of the Prepetition Collateral, including, without 

limitation, any such diminution resulting from the sale, lease or use by the Tru Taj Debtors (or 

other decline in value) of Cash Collateral and any other Prepetition Collateral, the priming of the 

Prepetition Liens by the DIP Liens, and the imposition of the automatic stay pursuant to section 

362 of the Bankruptcy Code, and, in consideration thereof, the Prepetition Secured Parties are 

hereby granted the following as adequate protection in accordance with sections 361 and 363 of 

the Bankruptcy Code: 

a. Without limiting any parties’ rights under paragraph 3 of this Interim 

Order, the Tru Taj Debtors shall, commencing on the Petition Date, pay to the Prepetition Notes 

Agent an amount equal to all interest accrued on the principal amount of the Prepetition Notes 

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Obligations, whether pre- or post-petition, at the rate set forth in the Prepetition Indenture on a 

monthly basis in cash (collectively, the “Adequate Protection Interest Payments”).

b. As additional adequate protection in accordance with sections 361 and 363 

of the Bankruptcy Code, but solely to the extent provided for the Prepetition Notes Documents 

and that certain Foreign Guarantors Agreement, dated as of September 18, 2017, by and among 

the Issuers, the Guarantors (as defined therein) and the Supporting Noteholders (the “Foreign 

Guarantors Agreement”), but without limiting any parties’ rights under paragraph 3 of this 

Interim Order, the Tru Taj Debtors are authorized and directed to pay on an ongoing basis any 

reasonable and documented fees, costs, and expenses including reasonable and documented 

professional fees and expenses (including counsel and financial advisory fees and expenses) 

incurred pre- or post-petition of (i) the Prepetition Notes Agent (collectively, the “Prepetition 

Notes Agent Fees”) and (ii) the Supporting Noteholders (the “Prepetition Noteholders’ Fees”) 

(including the fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison, LLP, Linklaters 

LLP, any other local counsel in other foreign jurisdictions, Whiteford Taylor Preston, LLP, and a 

financial advisor) (the Prepetition Noteholders’ Fees, together with the Prepetition Notes Agent 

Fees and the Adequate Protection Interest Payments, collectively, the “Adequate Protection 

Payments”). 

c. The payment of fees, expenses and disbursements set forth in paragraph 

14(b) of this Interim Order shall be made within fifteen (15) days (which time period may be 

extended by the applicable professional) after the receipt by the Debtors, any Committee and the 

U.S. Trustee (the “Review Period”) of invoices therefor (the “Invoiced Fees”) and without the 

necessity of filing fee applications or complying with the United States Trustee fee guidelines, 

including such amounts arising before or after the Petition Date. The invoices for such Invoiced 

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Fees that are professional fees shall include the number of hours billed (except for financial 

advisors compensated on other than an hourly basis) and a reasonably detailed description of 

services provided and the expenses incurred by the applicable professional; provided, however, 

that any such invoice: (i) may be redacted to protect privileged, confidential or proprietary 

information and (ii) shall not be required to contain individual time detail (provided, that such 

invoice shall contain (except for financial advisors compensated on other than an hourly basis), 

at a minimum, summary data regarding hours worked by each timekeeper for the applicable 

professional and such timekeepers’ hourly rates). The Debtors, the United States Trustee and 

any Committee may object to any portion of the Invoiced Fees (the “Disputed Invoiced Fees”) 

within the Review Period by filing with the Court a motion or other pleading, setting forth the 

specific objections to the Disputed Invoiced Fees in reasonable narrative detail and the bases for 

such objection; provided that payment of any undisputed portion of Invoiced Fees shall not be 

delayed based on any objections thereto. 

15. Adequate Protection of Prepetition Secured Parties. In addition to the 

Adequate Protection Payments, the Prepetition Notes Agent, for the benefit of the Prepetition 

Noteholders, shall receive the following additional adequate protection (collectively, together 

with the Adequate Protection Payments, the “Adequate Protection Obligations”): 

a. Adequate Protection Liens. 

(i) The Prepetition Notes Agent, on behalf of itself and for the benefit 

of the Prepetition Noteholders, is hereby granted (effective and perfected upon the date of this 

Interim Order and without the necessity of the execution by the Tru Taj Debtors and the Tru Taj 

Debtor Guarantor of security agreements or other agreements), to secure the amount equal to the 

diminution in the value of the Prepetition Noteholders’ interests in the Prepetition Collateral, a 

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replacement security interest in and lien upon all of the DIP Collateral (such liens, including the 

Foreign Collateral to the extent provided in clause (ii) of this paragraph 15(a), the “Adequate 

Protection Liens”) (excluding the Excluded Assets and Avoidance Actions, but including any 

proceeds of Excluded Assets and, subject to and upon entry of the Final Order, any Avoidance 

Proceeds), subject and subordinate only to (a) the DIP Liens, (b) the Carve-Out, and (c) Prior 

Perfected Liens. The Prepetition Secured Parties are hereby authorized, but not required, to file 

or record financing statements, intellectual property filings, mortgages, notices of lien or similar 

instruments in any jurisdiction or take any other action to validate and perfect the Adequate 

Protection Liens. Whether or not the Prepetition Secured Parties choose to take any such actions 

to confirm perfection of the liens and security interests granted to them hereunder, such liens and 

security interests shall be deemed valid, perfected, allowed, enforceable, non-avoidable and not 

subject to challenge, dispute or subordination as of the date of entry of this Interim Order. 

(ii) Pursuant to section 4.02 of the Foreign Guarantors Agreement, the 

Tru Taj Debtors shall use their reasonable best efforts to cause the Non-Debtor Foreign 

Subsidiaries to grant the Prepetition Notes Agent for the benefit of the Prepetition Secured 

Parties(i) second priority senior secured liens on the Spanish Collateral, (ii) second priority 

senior secured liens on the French Collateral and (iii) third priority senior secured liens on the 

Euro ABL Collateral. 

b. Section 507(b) Claim. The Prepetition Notes Agent, on behalf of itself 

and for the benefit of the Prepetition Noteholders, is hereby granted, subject only to the 

Superpriority Claims and the Carve-Out, superpriority administrative claims (the “Adequate 

Protection Claims”), in the amount of any diminution in the value of the Prepetition Collateral, 

with priority over any and all other administrative claims against the Tru Taj Debtors and the Tru 

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Taj Debtor Guarantor as provided for in sections 503(b) and 507(b) of the Bankruptcy Code, 

immediately junior to the Superpriority Claims and any other claims under section 364(c)(1) of 

the Bankruptcy Code held by the DIP Agent and the DIP Noteholders, and payable from and 

having recourse to all prepetition and postpetition property of the Tru Taj Debtors and Tru Taj 

Debtor Guarantor and all proceeds thereof (excluding Avoidance Actions, but including 

Avoidance Proceeds upon entry of the Final Order). The Adequate Protection Liens, the 

Adequate Protection Claims and the Adequate Protection Payments are referred to herein as the 

“Adequate Protection Provisions”. The Adequate Protection Claims against each Tru Taj 

Debtor and the Tru Taj Debtor Guarantor shall be allowed and enforceable against each Tru Taj 

Debtor, the Tru Taj Debtor Guarantor and their respective estates on a joint and several basis. 

For the avoidance of doubt, the Adequate Protection Claims and the Adequate Protection Liens 

shall be junior in all respects to the DIP Obligations and the Carve-Out. 

c. Under the circumstances and given that the Adequate Protection 

Provisions are consistent with the Bankruptcy Code, the Bankruptcy Court finds that such 

adequate protection is reasonable to protect the interests of the Prepetition Secured Parties. 

d. The Adequate Protection Provisions (A) shall not be subject to sections 

510, 549, 550, or 551 of the Bankruptcy Code or, subject to entry of the Final Order, section 

506(c) of the Bankruptcy Code or the “equities of the case” exception of section 552 of the 

Bankruptcy Code, (B) shall not be subordinate to, or pari passu with, (x) any Lien that is avoided 

and preserved for the benefit of the Tru Taj Debtors, the Tru Taj Debtor Guarantor and their 

estates under section 551 of the Bankruptcy Code or otherwise or (y) any Liens or claims of any 

Tru Taj Debtor or the Tru Taj Debtor Guarantor or any direct or indirect subsidiary thereof 

against any Tru Taj Debtor or the Tru Taj Debtor Guarantor or any of their respective property, 

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(C) shall be valid, binding, perfected and enforceable against any Trustee or any other estate 

representative elected or appointed in the Chapter 11 Cases or in any other proceedings related to 

any of the foregoing (each, a “Successor Case”), and/or upon the dismissal of any of the Chapter 

11 Cases, and (D) notwithstanding anything to the contrary in any “first day” or “second day” 

orders of this Court in any of the Chapter 11 Cases, shall be senior to any administrative claims 

arising under any such “first day” or “second day” orders, other than the DIP Obligations and 

Carve-Out. 

16. Consent to Adequate Protection; Right to Seek Additional Adequate 

Protection; No Admission. The Supporting Noteholders have consented to the Adequate 

Protection Provisions, the priming of the Prepetition Liens by the DIP Liens, and the use of Cash 

Collateral provided for herein; provided, however, that such consent is expressly conditioned 

upon the entry of this Interim Order, and such consent shall not be deemed to extend to any other 

Cash Collateral usage or other replacement financing or debtor-in-possession financing other 

than the DIP Facility provided under the DIP Documents; and provided, further, that such 

consent shall be of no force and effect in the event this Interim Order is not entered or is entered 

and subsequently reversed, modified, stayed, or amended (unless such reversal, modification, 

stay, or amendment is acceptable to the Prepetition Notes Agent) or the DIP Documents and DIP 

Facility as set forth herein are not approved. This Interim Order: (i) is without prejudice to, and 

does not constitute a waiver of, expressly or implicitly, the rights of the Prepetition Secured 

Parties to request additional or alternative forms of adequate protection from the Tru Taj Debtors 

and the Tru Taj Debtor Guarantor, and the Tru Taj Debtors’, the Tru Taj Debtor Guarantor’s and 

any other party in interest’s right to object to such requests are hereby preserved; and (ii) shall 

not be deemed an admission, acknowledgement, or stipulation by the Prepetition Secured Parties 

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that the Prepetition Secured Parties are in fact adequately protected by the terms and conditions 

of this Interim Order or otherwise. 

17. Proceeds of Subsequent Financing. If the Debtors, any trustee, any 

examiner with enlarged powers, any responsible officer or any other estate representative 

subsequently appointed in these Chapter 11 Cases or any Successor Cases, shall obtain credit or 

incur debt pursuant to Bankruptcy Code sections 364(b), 364(c) or 364(d) in violation of the DIP 

Documents at any time prior to the repayment in full in cash of all DIP Obligations and the 

termination of the DIP Noteholders’ obligation to extend credit under the DIP Facility, including 

subsequent to the confirmation of any plan with respect to the Debtors and the Debtors’ estates, 

and such financing is secured by any DIP Collateral, then all of the cash proceeds derived from 

such credit or debt shall immediately be turned over to the DIP Agent to be applied as set forth 

the DIP Documents. 

18. Disposition of DIP Collateral; Rights of DIP Agent and DIP Noteholders. 

The Tru Taj Debtors shall not sell, transfer, lease, encumber or otherwise dispose of any DIP 

Collateral without the prior written consent of the DIP Agent (and no such consent shall be 

implied, from any other action, inaction or acquiescence), except as expressly permitted in the 

DIP Documents. 

19. Perfection of DIP Liens. 

a. The DIP Agent and the DIP Noteholders are hereby authorized, but not 

required, to take any action (and are, to the extent necessary in connection therewith, hereby 

granted relief from the automatic stay), and to file or record (and to execute in the name of the 

Tru Taj Debtors and the Tru Taj Debtor Guarantor, as its true and lawful attorney, with full 

power of substitution, to the maximum extent permitted by law) financing statements, trademark 

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filings, copyright filings, mortgages, notices of lien or similar instruments in any jurisdiction, or 

take control over deposit accounts and securities accounts or any other asset, in each case, to 

evidence, confirm, validate and perfect, or to ensure the contemplated priority of, the liens and 

security interests granted to them in the DIP Documents and this Interim Order on the DIP 

Collateral. Whether or not the DIP Agent on behalf of the DIP Noteholders, in its discretion, 

chooses to take such actions, such liens and security interests shall be deemed valid, perfected, 

allowed, enforceable, non-avoidable and not subject to challenge dispute or subordination upon 

entry of this Interim Order. Upon the reasonable request of the DIP Agent, without any further 

consent of any party, the DIP Agent, the Tru Taj Debtors, the Tru Taj Debtor Guarantor, each 

DIP Noteholder, and the Prepetition Secured Parties are authorized and directed to take, execute, 

deliver and file such instruments and other documentation (in each case, without representation 

or warranty of any kind) to enable the DIP Agent to perfect the DIP Liens. 

b. A certified copy of this Interim Order may, in the discretion of the DIP 

Agent (acting at the direction of the DIP Noteholders), be filed with or recorded in addition to or 

in lieu of such filings, and all filing offices are hereby authorized to accept such certified copy of 

this Interim Order for filing and recording. For the avoidance of doubt, the automatic stay 

provisions of section 362(a) of the Bankruptcy Code shall be modified (and any stay thereof 

under Bankruptcy Rule 4001(a)(3) is waived) to the extent necessary to permit the DIP Agent to 

take the actions referenced in subparagraphs (a) and (b) of this paragraph 19. 

c. Subject to entry of the Final Order, any provision of any lease or other 

license, contract or other agreement that requires (i) the consent or approval of one or more 

landlords or other parties or (ii) the payment of any fees or obligations to any governmental 

entity, in order for any Tru Taj Debtor to pledge, grant, sell, assign, or otherwise transfer any 

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such leasehold interest, or the proceeds thereof, or other DIP Collateral related thereto, is hereby 

deemed to be inconsistent with the applicable provisions of the Bankruptcy Code. Any such 

provision shall have no force and effect with respect to the granting of postpetition liens on such 

leasehold interest or the proceeds of any assignment and/or sale thereof by any Tru Taj Debtor in 

favor of the DIP Noteholders in accordance with the terms of the DIP Documents or this Interim 

Order. 

20. Cash Management. Unless otherwise agreed by the DIP Noteholders and 

the DIP Agent, the Debtors shall maintain their cash management arrangements in all material 

respects in a manner consistent with that described in the applicable “first-day” order and the 

related motion seeking authorization to continue the Debtors’ cash management arrangements. 

21. Preservation of Rights Granted Under the Order. 

a. Except as expressly provided herein or in the DIP Documents, and other 

than with respect to the Carve-Out, no claim or lien having a priority senior to or pari passu with 

those granted by this Interim Order and the DIP Documents to the DIP Agent, the DIP 

Noteholders and the Prepetition Secured Parties shall be granted or allowed while any portion of 

the DIP Obligations or the Adequate Protection Obligations remain outstanding, and the DIP 

Liens and the Adequate Protection Liens shall not (i) be subject to or junior to (A) any lien or 

security interest that is avoided and preserved for the benefit of the Debtors and their estates 

under section 551 of the Bankruptcy Code or (B) any liens arising after the Petition Date, 

including, without limitation, any liens or security interests granted in favor of any federal, state, 

municipal or other domestic or foreign governmental unit (including any regulatory body), 

commission, board or court for any liability of the Debtors, or (ii) subordinate to or made pari 

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passu with any other lien or security interest, whether under sections 363 or 364 of the 

Bankruptcy Code or otherwise. 

b. Unless all DIP Obligations and all Adequate Protection Obligations shall 

have been indefeasibly paid in full in cash, the Debtors shall not seek, and it shall constitute an 

Event of Default under the DIP Documents and terminate the right of the Tru Taj Debtors to use 

Cash Collateral hereunder, if any of the Debtors seek, or if there is entered, unless the DIP Agent 

(acting at the direction of the DIP Noteholders) has otherwise consented: (i) any modification or 

extension of this Interim Order without the prior written consent of the DIP Agent (acting at the 

direction of the DIP Noteholders) and the Prepetition Notes Agent, and no such consent shall be 

implied by any other action, inaction or acquiescence by the DIP Agent, the DIP Noteholders, or 

the Prepetition Notes Agent, (ii) an order converting or dismissing these Chapter 11 Cases, (iii) 

an order appointing a Chapter 11 trustee in these Chapter 11 Cases or any other representative or 

other similar appointment, and (iv) an order appointing an examiner with enlarged powers in 

these Chapter 11 Cases. 

c. If any or all of the provisions of this Interim Order are hereafter reversed, 

modified, vacated, or stayed, such reversal, modification, vacation, or stay shall not affect (i) the 

validity, priority, or enforceability of any DIP Obligations (including any interest, fees, original 

issue discount, the Additional Interest Amount and the Closing Fee), or the Adequate Protection 

Obligations incurred prior thereto, or (ii) the validity, priority, or enforceability the DIP Liens of 

the Adequate Protection Liens. Notwithstanding any such reversal, modification, vacation, or 

stay, any use of Cash Collateral, or the incurrence of the DIP Obligations or the Adequate 

Protection Obligations prior thereto shall be governed by the original provisions of this Interim 

Order, and the DIP Agent, the DIP Noteholders, and the Prepetition Secured Parties shall be 

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entitled to all of the rights, remedies, privileges and benefits granted in section 364(e) of the 

Bankruptcy Code, this Interim Order or pursuant to the DIP Documents, as applicable. 

d. Except as expressly provided in this Interim Order or in the DIP 

Documents (including with respect to the Carve-Out), the DIP Obligations and the Adequate 

Protection Obligations, including the DIP Liens, the Superpriority Claims, the Adequate 

Protection Liens, the Adequate Protection Claims, the Adequate Protection Payments and all 

other rights and remedies of the DIP Agent, the DIP Noteholders and the Prepetition Secured 

Parties granted by the provisions of this Interim Order and the DIP Documents shall survive, and 

shall not be modified, impaired or discharged by (i) the entry of an order converting any of these 

Chapter 11 Cases to a case under Chapter 7, dismissing these Chapter 11 Cases, approving the 

sale of any DIP Collateral pursuant to section 363(b) of the Bankruptcy Code (except to the 

extent permitted by the DIP Documents) or by any other act or omission or (ii) the entry of an 

order confirming a chapter 11 plan in these Chapter 11 Cases. The terms and provisions of this 

Interim Order and the DIP Documents shall continue in the Chapter 11 Cases, in any Successor 

Cases, or in any superseding Chapter 7 cases under the Bankruptcy Code, and the DIP 

Obligations and the Adequate Protection Obligations, including the DIP Liens, the Superpriority 

Claims, the Adequate Protection Liens, the Adequate Protection Claims, the Adequate Protection 

Payments, the other administrative expense claims granted pursuant to this Interim Order and all 

other rights and remedies of the DIP Agent, the DIP Noteholders and the Prepetition Secured 

Parties granted under the DIP Documents and this Interim Order shall continue in full force and 

effect and shall be binding on any Chapter 7 trustee, Chapter 11 trustee, any litigation trust 

representative, other or similar party hereinafter appointed or elected for the Tru Taj Debtors’ 

estates or the Tru Taj Debtor Guarantor’s estates until all DIP Obligations and all Adequate 

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Protection Obligations are indefeasibly paid in full in cash as set forth herein and in the DIP 

Documents. 

22. Credit Bidding. Subject to entry of the Final Order, the Prepetition Notes 

Agent (subject to obtaining any required consents under and subject to the terms and conditions 

of the Prepetition Indenture) and the DIP Agent (acting on behalf of the DIP Noteholders) shall 

have the right to credit bid up to the full amount of Prepetition Notes Obligations (plus any 

Adequate Protection Obligations) and the DIP Obligations (as applicable) in connection with any 

sale of any of the Tru Taj Debtors’ assets pursuant to (i) section 363 of the Bankruptcy Code, (ii) 

a plan of reorganization or a plan of liquidation under section 1129 of the Bankruptcy Code, or 

(iii) a sale or disposition by a chapter 7 trustee for any Debtor under section 725 of the 

Bankruptcy Code. 

23. Payment of Fees and Expenses. All fees, costs, and expenses payable or 

reimbursable by the Tru Taj Debtors or the Tru Taj Debtor Guarantor as set forth in the DIP 

Documents are hereby approved; provided that any professional requesting payment of any such 

fees, costs, and expenses shall provide a detailed invoice to the Debtors, the U.S. Trustee, and 

any Committee approved in these Chapter 11 Cases, which may be redacted to the extent 

necessary to delete any information subject to the attorney-client privilege, any information 

constituting attorney work product, or any other confidential information. The Tru Taj Debtors 

and the Tru Taj Debtor Guarantor are hereby authorized to and shall pay all such fees, costs and 

expenses in accordance with the terms of this Interim Order and the DIP Documents by no later 

than ten (10) days after service of such invoices on the Debtors, the U.S. Trustee and any 

Committee. No requests for payments (including professional fees and expenses) with respect to 

the DIP Obligations shall be subject to Bankruptcy Court approval or the U.S. Trustee fee 

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guidelines, and no recipient of any such payments shall be required to file any interim or final fee 

applications with the Bankruptcy Court or otherwise seek Bankruptcy Court approval of any 

such payments. 

24. Section 552(b). Each of the Prepetition Secured Parties, the DIP Agent 

and the DIP Noteholders shall be entitled to all of the rights and benefits of section 552(b) of the 

Bankruptcy Code. Subject to entry of the Final Order, the “equities of the case” exception under 

section 552(b) of the Bankruptcy Code shall not apply to the Prepetition Secured Parties, the DIP 

Agent, or the DIP Noteholders with respect to proceeds, product, or profits with respect to any of 

the Prepetition Collateral, other assets subject to Adequate Protection Liens or the DIP Collateral 

(as applicable). 

25. Limitation on Charging Expenses Against Collateral. Subject to entry of 

the Final Order, as a further condition of the DIP Facility and any obligation of the DIP Agent or 

the DIP Noteholders to make credit extensions pursuant to the DIP Documents, and as a further 

condition for the consensual use of the Cash Collateral as set forth in this Interim Order, (a) no 

costs or expenses of administration of these Chapter 11 Cases, any Successor Cases or any other 

future proceeding that may result therefrom, including liquidation in bankruptcy or other 

proceedings under the Bankruptcy Code, shall be charged against or recovered from the DIP 

Collateral, the Prepetition Collateral or the Cash Collateral pursuant to section 506(c) of the 

Bankruptcy Code or any similar principle of law or equity without the prior written consent of 

the DIP Agent or the Prepetition Notes Agent, as applicable, (b) no such consent shall be implied 

from any other action, inaction, or acquiescence by the DIP Agent, the DIP Noteholders, or the 

Prepetition Secured Parties, and (c) the exercise prior to the entry of the Final Order of any rights 

under section 506(c) of the Bankruptcy Code or otherwise to charge any costs or expense of 

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administration of the Chapter 11 Cases or any Successor Cases from or against the DIP 

Collateral, the Prepetition Collateral or the Cash Collateral shall not impair and shall be subject 

to, and junior to, the DIP Liens on and the DIP Agent’s and DIP Noteholders’ other interests in 

the DIP Collateral and the Prepetition Liens and the Prepetition Secured Parties’ other interests 

in the Prepetition Collateral and the Cash Collateral and the Adequate Protection Liens accorded 

the Prepetition Secured Parties hereunder. 

26. Termination. Five (5) business days after delivery (including delivery by 

electronic mail or facsimile) of written notice of the occurrence of a Termination Event to the 

Debtors by the DIP Agent (acting at the direction of the DIP Noteholders), so long as such 

Termination Event is continuing (the “Remedies Notice Period”): (a) all DIP Obligations shall 

become immediately due and payable and (b) the Tru Taj Debtors’ authority to use the proceeds 

of the DIP Facility and Cash Collateral as set forth in this Interim Order shall cease, both on the 

earliest of (such date, the “Termination Date”):

a. the first business day that is forty-five (45) calendar days after the Petition 

Date (unless such period is extended by written agreement of the DIP Agent) if the Final Order 

has not been entered by this Court on or before such date; 

b. the Debtors’ failure to comply in any material respect with the terms and 

provisions of this Interim Order; 

c. the date that one or more of the Chapter 11 Cases shall have been 

converted to a case under chapter 7 of the Bankruptcy Code, or such cases shall have been 

dismissed by order of the Bankruptcy Court; 

d. an examiner with expanded powers or a trustee shall have been appointed 

in any of the Chapter 11 Cases; 

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e. an order shall be entered reversing, amending, supplementing, staying, 

vacating, or otherwise modifying this Interim Order, or this Interim Order is reversed, vacated or 

modified without the express prior written consent of the DIP Agent (acting at the direction of 

the DIP Noteholders) and the Prepetition Notes Agent; 

f. the occurrence of the maturity of the notes issued under the DIP Note 

Purchase Agreement; 

g. an Event of Default (as defined in the DIP Note Indenture) shall have 

occurred and be continuing; or 

h. an order approving a plan of reorganization or the sale of all or 

substantially all of the DIP Collateral or the Prepetition Collateral (except to the extent permitted 

under the applicable DIP Documents) shall have been entered which does not provide for the 

repayment in full in cash of all DIP Obligations (other than any contingent obligations not yet 

due and payable) and Adequate Protection Obligations upon the consummation thereof (each, a 

“Termination Event”).

27. Remedies. 

a. The automatic stay provisions of section 362 of the Bankruptcy Code are 

hereby vacated and modified to the extent necessary to permit the DIP Agent (acting on behalf of 

the DIP Noteholders) and the DIP Noteholders to enforce all of their rights hereunder and under 

the DIP Documents, immediately upon the occurrence of a Termination Event, but following the 

expiration of the Remedies Notice Period, including to: (A) declare the termination, reduction or 

restriction of the DIP Facility and any borrowings thereunder, (B) declare all applicable DIP 

Obligations to be immediately due and payable, without any further presentment, demand, 

protest, or other notice of any kind, all of which are expressly waived by the Tru Taj Debtors and 

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the Tru Taj Debtor Guarantor, (C) terminate the DIP Documents as to any future liability or 

obligation of the applicable Tru Taj Debtor and the Tru Taj Debtor Guarantor (but, for the 

avoidance of doubt, without affecting any of the DIP Liens or the DIP Obligations), and 

(D) restrict the Tru Taj Debtors’ use of Cash Collateral and the proceeds from the DIP Facility. 

In addition, upon the occurrence of the Termination Date, but subject to five business (5) days’ 

prior written notice (which may be given concurrently with the Remedies Notice Period) to the 

Debtors (with a copy to the counsel to the Prepetition Notes Agent, any Committee, and the U.S. 

Trustee), the DIP Agent, on behalf of the DIP Noteholders, may exercise any other rights and 

remedies against the DIP Collateral or otherwise seek to compel payment on account of the DIP 

Obligations. In addition, upon the occurrence of the Termination Date (i) all amounts held in the 

Escrow Account shall be immediately released to the DIP Agent for the account of the DIP 

Noteholders and (ii) the forbearance provided under the Foreign Guarantors Agreement shall 

terminate in accordance therewith. 

b. In any hearing regarding the exercise of rights or remedies, the only issue 

that may be raised by the Debtors shall be whether, in fact, a Termination Event has occurred 

and is continuing. 

c. Notwithstanding anything to the contrary in this Interim Order, the 

Debtors shall be permitted to use Cash Collateral in accordance with the Budget but not to fund 

the Carve Out Reserves, until the expiration of the Remedies Notice Period. 

28. Limitation of Liability. In permitting the use of the Cash Collateral, 

providing the DIP Facility, or in exercising any rights or remedies as and when permitted 

pursuant to this Interim Order, neither the DIP Agent, the DIP Noteholders nor the Prepetition 

Secured Parties shall be deemed to be in control of the operations of the Debtors or to be acting 

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as a “responsible person” or “owner or operator” with respect to the operation or management of 

the Debtors (as such terms, or any similar terms, are used in the United States Comprehensive 

Environmental Response, Compensation and Liability Act, 29 U.S.C. §§ 9601 et seq. as 

amended, or any similar federal or state statute), nor shall they owe any fiduciary duty to any of 

the Debtors, their creditors or estates, nor shall they constitute or be deemed to constitute a joint 

venture or partnership with any of the Debtors. Furthermore, nothing in this Interim Order shall 

in any way be construed or interpreted to impose or allow the imposition upon the Prepetition 

Secured Parties, the DIP Agent or the DIP Noteholders of any liability for any claims arising 

from the prepetition or post-petition activities of any of the Debtors and their respective affiliates 

(as defined in section 101(2) of the Bankruptcy Code). 

29. Protection and Preservation of Rights Under this Interim Order. 

a. Unless and until the DIP Obligations and Adequate Protection 

Obligations, as applicable, are unconditionally and indefeasibly repaid or satisfied in full, the 

terms and provisions of this Interim Order and the claims, liens, security interests and other 

protections granted to the DIP Agent, the DIP Noteholders and the Prepetition Secured Parties 

pursuant to the DIP Documents and this Interim Order, as applicable, shall survive the entry of 

any order confirming a plan of reorganization or the conversion of the Chapter 11 Cases to any 

Successor Case. 

b. Subject to entry of the Final Order, in no event shall the DIP Agent, the 

DIP Noteholders or the Prepetition Secured Parties be subject to the equitable doctrine of 

“marshaling” or any similar doctrine with respect to the DIP Collateral, Prepetition Collateral, 

or Cash Collateral, as applicable. 

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c. If an order dismissing any of these Chapter 11 Cases under section 1112 

of the Bankruptcy Code or otherwise is at any time entered, such order shall provide (in 

accordance with sections 105 and 349 of the Bankruptcy Code) that (x) the superpriority 

claims, priming liens, security interests and replacement security interests granted to the DIP 

Agent, the DIP Noteholders and the Prepetition Secured Parties, including, without limitation, 

the DIP Liens, the Superpriority Claims, the Adequate Protection Liens, the Adequate 

Protection Claims, the Adequate Protection Payments and the other administrative expense 

claims granted pursuant to this Interim Order shall continue in full force and effect and shall 

maintain their priorities as provided in this Interim Order (and that all such claims, liens and 

security interests granted to the DIP Agent, the DIP Noteholders and the Prepetition Secured 

Parties shall, notwithstanding such dismissal, remain binding on all parties in interest, 

including the priorities set forth herein and in the DIP Documents) until all DIP Obligations 

and all Adequate Protection Obligations shall have been paid and satisfied in full and (y) the 

Bankruptcy Court shall retain jurisdiction, notwithstanding such dismissal, to enforce the 

claims, liens and security interests referred to in clause (x) above. 

d. The time and manner of payment of the DIP Obligations shall not be 

altered or impaired by any chapter 11 plan of reorganization, that may hereafter be confirmed or 

by any further order of the Bankruptcy Court which may hereafter be entered without the consent 

of the DIP Agent and the DIP Noteholders. 

e. Nothing included in this Interim Order shall prejudice, impair, or 

otherwise affect the rights of the DIP Agent, the DIP Noteholders or the Prepetition Secured 

Parties to seek any other or supplemental relief in respect of the Chapter 11 Cases or otherwise to 

the extent generally consistent with and subject to the provisions of this Interim Order. 

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f. If any provision of this Interim Order is hereafter modified, amended, 

vacated, reversed or stayed in any respect by subsequent order of this or any other court for any 

reason, such modification, amendment, vacation, reversal or stay shall not affect the validity of 

any obligation, lien, or liability incurred, as applicable, pursuant to this Interim Order. 

30. Limitation on Use of Financing Proceeds and Collateral. Notwithstanding 

anything herein or in any other order by this Court to the contrary, no party may use (i) 

borrowings under the DIP Facility, (ii) Prepetition Collateral, (iii) Cash Collateral, (iv) DIP 

Collateral, (v) the Carve-Out, or (vi) any portion or proceeds of the foregoing in connection with 

(a) objecting to, contesting or raising any defense to, the validity, perfection, priority, extent, or 

enforceability of any amount due under the DIP Documents or the Prepetition Notes Documents, 

or the liens or claims granted under this Interim Order, the DIP Documents or the Prepetition 

Notes Documents, (b) asserting, commencing or prosecuting any Claims and Defenses or causes 

of action against the DIP Agent, the DIP Noteholders, or the Prepetition Secured Parties or their 

respective agents, affiliates, representatives, attorneys, officers, directors, employees, advisors or 

advisors (in the case of each of the foregoing, in their respective capacities as such), (c) (i) 

asserting, joining, commencing, supporting, investigating, or prosecuting any action for any 

claim, counterclaim, action, cause of action, proceeding, application, motion, objection, defense, 

or other contested matter seeking any order, judgment, determination, or similar relief against, or 

adverse to the material interests of the DIP Agent or the DIP Noteholders arising out of, in 

connection with, or relating to the DIP Facility, the DIP Documents or the transactions 

contemplated hereunder or thereunder; or (ii) asserting, joining, commencing, supporting, or 

prosecuting any action for any claim, counter-claim, action, cause of action, proceeding, 

application, motion, objection, defense, or other contested matter seeking any order, judgment, 

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determination, or similar relief against, or materially adverse to the material interests of the 

Prepetition Secured Parties arising out of, in connection with, or relating to the Prepetition Note 

Documents or the financing transactions contemplated thereunder, and in the case of (c)(i) and 

(c)(ii) of this paragraph, including, without limitation, (x) any action arising under the 

Bankruptcy Code with respect to or relating to the DIP Obligations, the DIP Liens, the DIP 

Facility, or the Prepetition Obligations, Prepetition Liens and the Adequate Protection 

Obligations, as applicable; or (y) any so-called “lender liability” claims and causes of action with 

respect to or relating to the DIP Obligations, the DIP Liens, the DIP Facility, or the Prepetition 

Obligations, Prepetition Liens and Adequate Protection Obligations, as applicable; (d) any action 

seeking to invalidate, set aside, avoid, reduce, set off, offset, recharacterize, subordinate (whether 

equitable, contractual, or otherwise), recoup against, disallow, impair, raise any defenses, crossclaims, or counterclaims, or raise any other challenges under the Bankruptcy Code or any other 

applicable domestic or foreign law or regulation against, or with respect to, the DIP Liens, the 

Prepetition Liens, or any superpriority claims granted in connection with the foregoing in whole 

or in part; (e) appeal or otherwise challenge the Interim Order, the Final Order, the DIP 

Documents, or any of the transactions contemplated herein or therein; (f) preventing, hindering, 

or otherwise delaying the DIP Agent’s, the DIP Noteholders’, or the Prepetition Secured Parties’ 

assertion, enforcement, or realization on the DIP Collateral or the Prepetition Collateral in 

accordance with the DIP Documents or this Interim Order, provided that the Debtors may contest 

or dispute whether a Termination Event has occurred as provided for in paragraph 27(b) of this 

Interim Order, (g) seeking to modify any of the rights granted to the DIP Agent, the DIP 

Noteholders, or the Prepetition Secured Parties hereunder or under the DIP Documents or the 

Prepetition Notes Documents, in each of the foregoing cases, without such parties’ prior written 

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consent, (h) paying any amount on account of any claims arising prior to the Petition Date unless 

such payments are (i) approved by an order of this Court (including hereunder) and (ii) in 

accordance with the DIP Documents and the Budget, (i) using or seeking to use Cash Collateral 

except to the extent permitted under the DIP Documents and not otherwise prohibited hereunder, 

(j) incurring indebtedness except to the extent permitted under the DIP Documents; (k) selling or 

otherwise disposing of the DIP Collateral except as permitted by the DIP Documents or 

otherwise with the consent of the DIP Agent or the DIP Noteholders, or (l) using or seeking to 

use any insurance proceeds related to the DIP Collateral, except as permitted by the DIP 

Documents or otherwise with the consent of the DIP Agent or the DIP Noteholders. 

Notwithstanding the foregoing, advisors to any Committee may investigate Claims and Defenses 

with respect to the Prepetition Notes Documents and the Prepetition Liens during the Challenge 

Period at an aggregate expense for such investigation, but not litigation, prosecution, objection or 

challenge thereto, not to exceed $100,000, in the aggregate. 

31. Binding Effect; Successors and Assigns. The (a) DIP Liens granted to the 

DIP Agent under the DIP Facility under this Interim Order, and the priority thereof, and any 

payments made pursuant to the DIP Facility and this Interim Order, and (b) the Adequate 

Protection Liens and Adequate Protection Claims granted to the Prepetition Secured Parties, and 

the priority thereof, and any Adequate Protection Payments made pursuant to this Interim Order 

shall be binding (subject to the terms of this Interim Order) on the Debtors, any successor 

Trustee or examiner, and all creditors of the Debtors in these Chapter 11 Cases and any 

Successor Cases, as provided in section 364(e) of the Bankruptcy Code. 

32. No Standing Granted. Nothing in this Interim Order vests or confers on 

any person (as defined in the Bankruptcy Code), including any Committee appointed in these 

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Chapter 11 Cases, if any, standing or authority to pursue any Claim or Defense or other cause of 

action belonging to the Debtors or their estates with respect to the Prepetition Notes Documents 

or the Prepetition Secured Obligations. 

33. No Waiver. The Prepetition Secured Parties’, the DIP Agent’s or any DIP 

Noteholders’ delay or failure to exercise its rights and remedies under the DIP Documents or this 

Interim Order, as applicable, shall not constitute a waiver of any of such agent’s or noteholder’s 

rights hereunder or otherwise. 

34. Subsequent Modifications to DIP Documents. Subject to the provisions of 

the DIP Documents, the Debtors, the DIP Agent and the Requisite Holders (as defined in the DIP 

Note Indenture) thereunder may amend or modify, and the DIP Agent and the Requisite Holders 

may waive, any provision of the DIP Documents in accordance therewith, and any such 

amendment, modification or waiver shall not require the approval of the Bankruptcy Court; 

provided that such amendment or waiver, in the judgment of the Debtors and the DIP Agent, is 

either nonprejudicial to the rights of third parties or is not otherwise material. Notwithstanding 

the foregoing, notice of such amendment, modification, or wavier shall be provided to the 

Prepetition Notes Agent, counsel for any Committee, and the U.S. Trustee no less than three (3) 

days prior to the effective date thereof (or such shorter period as to which such parties may 

agree). 

35. Proofs of Claim. Neither the Prepetition Notes Agent nor the DIP Agent 

will be required to file proofs of claim in any of the Chapter 11 Cases or any Successor Cases. 

The stipulations of the Tru Taj Debtors and the Tru Taj Debtor Guarantor set forth in paragraph 

E.1 hereof shall be deemed to constitute a timely filed proof of claim for the Prepetition Notes 

Agent in respect of all Prepetition Notes Obligations. In addition, the Prepetition Notes Agent 

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will not be required to file any request for allowance and/or payment of any administrative 

expenses, and this Interim Order shall be deemed to constitute a timely filed request for 

allowance and/or payment of any Prepetition Notes Obligations constituting administrative 

expenses, as applicable, including any Adequate Protection Payments. Notwithstanding any 

order entered by this Court in relation to the establishment of a bar date in any of the Chapter 11 

Cases or Successor Cases to the contrary, the Prepetition Notes Agent, for the benefit of itself 

and the Prepetition Noteholders, is hereby authorized and entitled, in its sole discretion, but not 

required, to file (and amend and/or supplement, in its discretion) in each of the relevant Chapter 

11 Cases or Successor Cases (i) a proof of claim and/or aggregate proofs of claim in respect of 

any Prepetition Notes Obligations, and (ii) a request or aggregate requests for allowance and/or 

payment of any portion of the Prepetition Notes Obligations constituting administrative 

expenses. 

36. Right of Access and Information. Without limiting the rights of access 

and information afforded the DIP Agent and DIP Noteholders under the DIP Documents, the Tru 

Taj Debtors and the Tru Taj Debtor Guarantor shall be, and hereby are, required to afford 

representatives, agents and/or employees of the DIP Agent, the DIP Noteholders and the 

Prepetition Secured Parties reasonable access to the Tru Taj Debtors’ and the Tru Taj Debtor 

Guarantor’s premises and their books and records in accordance with the DIP Documents and the 

Prepetition Notes Documents, as the case may be, and shall reasonably cooperate, consult with, 

and provide to such persons all such information as may be reasonably requested; provided that

the Tru Taj Debtors and the Tru Taj Debtor Guarantor shall not be required to provide any 

information or documents that are protected by or subject to any attorney-client privilege, the 

attorney work-product doctrine, or any duty of confidentiality owed to a third party. In addition, 

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the Tru Taj Debtors and the Tru Taj Debtor Guarantor authorize their independent certified 

public accountants, financial advisors, restructuring advisers, investment bankers and consultants 

to cooperate, consult with, and provide to the DIP Agent and the Prepetition Notes Agent all 

such information as may be reasonably requested with respect to the business, results of 

operations and financial condition of the Debtors. 

37. State Laws; Government Agencies. Nothing in this Interim Order or the 

DIP Documents shall permit the Debtors to violate 28 U.S.C. § 959(b). As to the United States, 

its agencies, departments or agents, nothing in this Interim Order or the DIP Documents shall 

discharge, release or otherwise preclude any valid right of setoff or recoupment that any such 

entity may have. 

38. Order Governs. In the event of any inconsistency between the terms and 

conditions of any DIP Document and of this Interim Order, the provisions of this Interim Order 

shall govern and control. 

39. Effectiveness. 

a. The requirements set forth in Bankruptcy Rule 6003(b) have been 

satisfied. 

b. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms 

and conditions of this Interim Order shall be immediately effective and enforceable upon entry of 

this Interim Order. 

c. The requirements of Bankruptcy Rule 6004(a) are waived. 

d. The Debtors are authorized and empowered to take such actions as may be 

necessary and appropriate to implement the terms of this Interim Order. 

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40. Final Hearing; Objection Deadline. The Debtors shall promptly mail 

copies of this Order (which shall constitute adequate notice of the Final Hearing to be held on 

October 10, 2017 at 10:00 a.m. (ET) or such other date agreed to by the DIP Agent and the 

Debtors) to the parties having been given notice of the Interim Hearing, and to any other party 

that has filed a request for notices with this Court and to any Committee after the same has been 

appointed, or Committee counsel, if the same shall have been appointed. Any party in interest 

objecting to the relief sought at the Final Hearing shall serve and file written objections; which 

objections shall be served no later than October 3, 2017 at 4:00 p.m. (ET) upon: (a) the U.S. 

Trustee; (b) the Debtors; (c) Supporting Noteholders; (d) counsel to the Debtors, Kirkland & 

Ellis LLP, 601 Lexington Avenue, New York, New York 10022 (Attn: Josh Sussberg, Esq.), 

and Kirkland & Ellis LLP, 300 N. LaSalle Street, Chicago IL, 60654 (Attn: Chad Husnick, Esq. 

and Robert Britton, Esq.); (e) counsel to the DIP Noteholders and the Supporting Noteholders, 

Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New 

York 10019-6064 (Attn: Brian S. Hermann, Esq. and Samuel Lovett, Esq.); (f) counsel to the 

DIP Agent, Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002 (Attn: Eric 

M. English); (g) counsel to the Prepetition Notes Agent, Kilpatrick Townsend & Stockton LLP, 

1100 Peachtree Street NE, Atlanta, Georgia 30309-4528 (Attn: Todd C. Meyers, Esq.); (h) 

counsel to any official committee then appointed in these Chapter 11 Cases; and (i) any other 

party entitled to notice in accordance with the case management procedures entered in these 

chapter 11 cases. If no Objections are timely filed, served and received in accordance with this 

Interim Order, the Debtors shall submit to this Court a Final Order regarding the relief sought in 

the Motion which may be entered without a Final Hearing. 

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41. Retention of Jurisdiction. This Court shall retain jurisdiction with respect 

to all matters arising from or any way related to this Interim Order. 

Dated: 

Richmond, Virginia 

UNITED STATES BANKRUPTCY JUDGE 

Sep 20 2017

/s/ Keith L. Phillips

Entered on Docket: Sep 20 2017

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/s/ Jeremy S. Williams 

Michael A. Condyles (VA 27807) 

Peter J. Barrett (VA 46179) 

Jeremy S. Williams (VA 77469) 

KUTAK ROCK LLP 

901 East Byrd Street, Suite 1000 

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

- and - 

Edward O. Sassower, P.C. 

Joshua A. Sussberg, P.C. (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

- and - 

James H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (pro hac vice admission pending) 

Robert A. Britton (pro hac vice admission pending) 

Emily E. Geier (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Proposed Co-Counsel to the Debtors and Debtors in Possession 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C) 

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been 

endorsed by or served upon all necessary parties. 

 /s/ Jeremy S. Williams 

 

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2 

Exhibit A 

Preliminary Budget1

 

1

 Remains subject to final approval of the DIP Noteholders. 

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Page 1

3UHOLPLQDU\DIP Budget - Tru Taj Debtors

(USD, millions)

Fiscal Month: Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Total

(A)

Total Cash Flow

Proceeds From DIP Financing 315 $ 60 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 375 $

Amounts to Escrow (215) - - - - - - - - - - - - - - - - - (215)

Financing Fees (25) - - - - - - - - - - - - - - - - - (25)

Professional Fees - - (2) (7) (4) (6) (3) (3) (5) (3) (3) (4) (3) (3) (4) (3) (3) (4) (60)

Downstream To Operating Subsidiaries (75) - -- -- -- -- -- -- -- -- (75)

Total 0 $ 60 $ (2) $ (7) $ (4) $ (6) $ (3) $ (3) $ (5) $ (3) $ (3) $ (4) $ (3) $ (3) $ (4) $ (3) $ (3) $ (4) $ (0) $

DIP Escrow Activity

Released From Escrow 2 3 3 3 3 88 3 3 3 3 3 38 3 3 3 3 3 38 215

Interest On Pre-Petition Taj Notes - - - - - (35) - - - - - (35) - - - - - (35) (105)

Interest on Taj DIP (2) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) (60)

Repayment of France Propco Loan - -- -- (49) - -- -- -- -- -- - (49)

Total Escrow Activity - $ - $ - $ - $ - $ 0 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 0 $

Tru Taj Debtors: Total Cash Flow 0 $ 60 $ (2) $ (7) $ (4) $ (6) $ (3) $ (3) $ (5) $ (3) $ (3) $ (4) $ (3) $ (3) $ (4) $ (3) $ (3) $ (4) $ (0) $

Book Cash

Beginning Balance 4 4 64 62 55 51 45 42 38 34 31 28 24 21 18 14 11 8 4

(+/-) Total Cash Flow 0 60 (2) (7) (4) (6) (3) (3) (5) (3) (3) (4) (3) (3) (4) (3) (3) (4) (0)

Ending Book Cash Balance 4 $ 64 $ 62 $ 55 $ 51 $ 45 $ 42 $ 38 $ 34 $ 31 $ 28 $ 24 $ 21 $ 18 $ 14 $ 11 $ 8 $ 4 $ 4 $

(A) Includes only partial post-filing period.

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1 

Exhibit B 

Form of DIP Note Indenture

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DRAFT

Error! Unknown document property name.

INDENTURE

Dated as of September >Ɣ@

Among

TRU TAJ LLC and

TRU TAJ FINANCE, INC.,

as Issuers,

and

EACH PARENT GUARANTOR AND GUARANTOR PARTY HERETO

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee and Collateral Trustee,

11% SENIOR SECURED ABL DIP NOTES

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DRAFT

i

Error! Unknown document property name.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE .................................................................1

Section 1.01 Definitions..............................................................................................................................1

Section 1.02 Other Definitions..................................................................................................................28

Section 1.03 [Reserved] ............................................................................................................................29

Section 1.04 Rules of Construction...........................................................................................................29

Section 1.05 Acts of Holders.....................................................................................................................30

ARTICLE II THE NOTES ..........................................................................................................................................31

Section 2.01 Form and Dating; Terms ......................................................................................................31

Section 2.02 Execution and Authentication ..............................................................................................32

Section 2.03 Registrar and Paying Agent..................................................................................................32

Section 2.04 Paying Agent to Hold Money in Trust .................................................................................32

Section 2.05 Holder Lists..........................................................................................................................32

Section 2.06 Transfer and Exchange.........................................................................................................33

Section 2.07 Replacement Notes...............................................................................................................42

Section 2.08 Outstanding Notes ................................................................................................................42

Section 2.09 Treasury Notes .....................................................................................................................42

Section 2.10 Temporary Notes..................................................................................................................43

Section 2.11 Cancellation..........................................................................................................................43

Section 2.12 Defaulted Interest .................................................................................................................43

Section 2.13 CUSIP and ISIN Numbers ...................................................................................................43

ARTICLE III REDEMPTION.....................................................................................................................................43

Section 3.01 Notices to Trustee.................................................................................................................43

Section 3.02 Selection of Notes to Be Redeemed or Purchased................................................................44

Section 3.03 Notice of Redemption ..........................................................................................................44

Section 3.04 Effect of Notice of Redemption ...........................................................................................45

Section 3.05 Deposit of Redemption or Purchase Price............................................................................45

Section 3.06 Notes Redeemed or Purchased in Part..................................................................................45

Section 3.07 Optional Redemption ...........................................................................................................45

Section 3.08 Mandatory Redemption........................................................................................................46

Section 3.09 Asset Sales. ..........................................................................................................................46

ARTICLE IV COVENANTS......................................................................................................................................48

Section 4.01 Payment of Notes .................................................................................................................48

Section 4.02 Maintenance of Office or Agency ........................................................................................48

Section 4.03 Reports and Other Information.............................................................................................48

Section 4.04 Compliance Certificate.........................................................................................................50

Section 4.05 Taxes ....................................................................................................................................51

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Section 4.06 Stay, Extension and Usury Laws..........................................................................................51

Section 4.07 Limitation on Restricted Payments ......................................................................................51

Section 4.08 Certain Investment and Use of Proceeds Limitations...........................................................54

Section 4.09 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries......................55

Section 4.10 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and 

Preferred Stock.....................................................................................................................57

Section 4.11 Asset Sales ...........................................................................................................................63

Section 4.12 Transactions with Affiliates .................................................................................................65

Section 4.13 Liens.....................................................................................................................................68

Section 4.14 Existence ..............................................................................................................................68

Section 4.15 Allocations ...........................................................................................................................68

Section 4.16 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries; Future 

Guarantors ............................................................................................................................68

Section 4.17 Additional Amounts .............................................................................................................69

Section 4.18 Distribution of Excess Cash Flow ........................................................................................70

Section 4.19 Limitation on Creating Restrictions on Contributions and Investments...............................70

Section 4.20 Limitation on Activities of the Co-Issuer and the Dealcos...................................................70

Section 4.21 Financial Covenant...............................................................................................................70

Section 4.22 Most Favored Nation............................................................................................................70

Section 4.23 Use of Proceeds....................................................................................................................71

Section 4.24 Ratings..................................................................................................................................71

Section 4.25 Additional Covenants...........................................................................................................71

Section 4.26 Investments to Use Agreed On-Lending Principles .............................................................71

Section 4.27 Bankruptcy Materials ...........................................................................................................71

ARTICLE V SUCCESSORS ......................................................................................................................................71

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets........................................71

ARTICLE VI DEFAULTS AND REMEDIES SECTION..........................................................................................72

Section 6.01 Events of Default..................................................................................................................72

Section 6.02 Acceleration .........................................................................................................................75

Section 6.03 Other Remedies ....................................................................................................................76

Section 6.04 Waiver of Past Defaults........................................................................................................76

Section 6.05 Control by Majority..............................................................................................................76

Section 6.06 Limitation on Suits ...............................................................................................................76

Section 6.07 Rights of Holders of Notes to Receive Payment ..................................................................76

Section 6.08 Collection Suit by Trustee....................................................................................................76

Section 6.09 Restoration of Rights and Remedies ....................................................................................76

Section 6.10 Rights and Remedies Cumulative ........................................................................................77

Section 6.11 Delay or Omission Not Waiver ............................................................................................77

Section 6.12 Trustee May File Proofs of Claim........................................................................................77

Section 6.13 Priorities ...............................................................................................................................77

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Section 6.14 Undertaking for Costs ..........................................................................................................78

ARTICLE VII TRUSTEE ...........................................................................................................................................78

Section 7.01 Duties of Trustee ..................................................................................................................78

Section 7.02 Rights of Trustee ..................................................................................................................79

Section 7.03 Individual Rights of Trustee.................................................................................................80

Section 7.04 Trustee’s Disclaimer ............................................................................................................80

Section 7.05 Notice of Defaults ................................................................................................................80

Section 7.06 Compensation and Indemnity...............................................................................................80

Section 7.07 Replacement of Trustee........................................................................................................81

Section 7.08 Successor Trustee by Merger, etc.........................................................................................82

Section 7.09 Eligibility; Disqualification..................................................................................................82

ARTICLE VIII [RESERVED] ....................................................................................................................................82

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER ..............................................................................82

Section 9.01 Without Consent of Holders of Notes ..................................................................................82

Section 9.02 With Consent of Holders of Notes .......................................................................................83

Section 9.03 [Reserved] ............................................................................................................................85

Section 9.04 Revocation and Effect of Consents ......................................................................................85

Section 9.05 Notation on or Exchange of Notes .......................................................................................85

Section 9.06 Trustee to Sign Amendments, etc.........................................................................................85

ARTICLE X [RESERVED] ........................................................................................................................................85

ARTICLE XI COLLATERAL AND SECURITY......................................................................................................85

Section 11.01 Security ................................................................................................................................85

Section 11.02 Concerning the Trustee ........................................................................................................88

Section 11.03 Intercreditor Agreements......................................................................................................88

Section 11.04 Collateral Trust Agreement ..................................................................................................89

Section 11.05 Authorization of Actions to be Taken by the Trustee Under the Security Documents.........89

Section 11.06 Receipt of Funds of the Collateral Trustee Under the Security Documents.........................89

Section 11.07 Collateral Releases and Termination of Security Interest ....................................................89

ARTICLE XII GUARANTEES ..................................................................................................................................90

Section 12.01 Guarantee .............................................................................................................................90

Section 12.02 Limitation on Guarantor Liability ........................................................................................92

Section 12.03 Execution and Delivery........................................................................................................97

Section 12.04 Subrogation ..........................................................................................................................97

Section 12.05 Benefits Acknowledged .......................................................................................................98

Section 12.06 Release of Guarantees ..........................................................................................................98

ARTICLE XIII SATISFACTION AND DISCHARGE..............................................................................................98

Section 13.01 Satisfaction and Discharge ...................................................................................................98

Section 13.02 Application of Trust Money .................................................................................................99

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ARTICLE XIV MISCELLANEOUS ..........................................................................................................................99

Section 14.01 [Reserved] ............................................................................................................................99

Section 14.02 Notices..................................................................................................................................99

Section 14.03 [Reserved] ..........................................................................................................................100

Section 14.04 Certificate and Opinion as to Conditions Precedent...........................................................100

Section 14.05 Statements Required in Certificate or Opinion...................................................................101

Section 14.06 Rules by Trustee and Agents..............................................................................................101

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders ......................101

Section 14.08 Governing Law...................................................................................................................101

Section 14.09 Waiver of Jury Trial ...........................................................................................................101

Section 14.10 Force Majeure ....................................................................................................................101

Section 14.11 No Adverse Interpretation of Other Agreements................................................................101

Section 14.12 Successors ..........................................................................................................................102

Section 14.13 Severability ........................................................................................................................102

Section 14.14 Counterpart Originals.........................................................................................................102

Section 14.15 Table of Contents, Headings, etc........................................................................................102

Section 14.16 USA Patriot Act .................................................................................................................102

Section 14.17 Consent to Jurisdiction and Service ...................................................................................102

Section 14.18 Currency Indemnity............................................................................................................102

Schedule A Agreed Guarantee and Security Principles

Schedule B Agreed On-Lending Principles

EXHIBITS

Exhibit A Form of Note

Exhibit B Form of Certificate of Transfer

Exhibit C Form of Certificate of Exchange

Exhibit D Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of September >Ɣ@DPRQJ7587DM//&D Delaware limited 

liability company (the “Issuer”), TRU Taj Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with 

the Issuer, the “Issuers”), Toys “R” Us, Inc., a Delaware corporation (the “Parent”), the other Parent Guarantors and 

the Guarantors (each, as defined herein), and Wilmington Savings Fund Society, FSB, as Trustee and as Collateral 

Trustee.

W I T N E S S E T H:

WHEREAS, on September 18, 2017 (the “Petition Date”), the Issuers and the Parent (collectively, 

the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Cases”) in the 

United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division (together with any other 

court having jurisdiction over the Cases or any proceeding therein from time to time, the “Bankruptcy Court”);

WHEREAS, the Debtors are continuing to operate their business and manage their property as 

debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code;

WHEREAS, the Issuer has requested that the Holders party to the Note Purchase Agreement, 

dated as of the Issue Date (the “Note Purchase Agreement”), provide a notes facility in an aggregate principal 

amount of $375,000,000 the net proceeds of which will be funded into the Escrow Account (as defined below) and 

drawn therefrom according to the terms and conditions described herein and in Section 5 of the Notes Purchase 

Agreement;

WHEREAS, on September 19, 2017 (the “Interim Funding Date”), the Bankruptcy Court entered 

an Interim Order (i) Authorizing Debtors to Obtain International Postpetition Financing, (ii) Authorizing the Debtors 

to Use Cash Collateral, (iii) Granting Liens and Providing Superpriority Administrative Expense Status, (iv) 

Granting Adequate Protection to the Prepetition Lenders, (v) Modifying the Automatic Stay, (vi) Scheduling a Final 

Hearing, and (vii) Granting Related Relief, Pursuant to Bankruptcy Code Sections 105, 362, 363, 364 and 507, 

Bankruptcy Rules 2002, 4001, 6004, and 9014 and Local Rule 4001-2 (the “Interim Financing Order”) and on 

6HSWHPEHU>Ɣ@WKH+ROGHUVSDUW\KHUHWRGLVWULEXWHGWKHLQWHULPIXQGLQJLQWKHDPRXQWRI>@PLOOLRQWRWKH

Issuer, on the terms and subject to the conditions set forth in the Note Purchase Agreement;

WHEREAS, the Holders are willing to extend such credit to the Issuer on the terms and subject to 

the conditions set forth herein and in the DIP Orders;

WHEREAS, the Issuers have duly authorized the creation of an issue of $375,000,000 aggregate 

principal amount of 11% Senior Secured ABL DIP Notes (the “Initial Notes”); and

WHEREAS, each of the Issuers, the Parent Guarantors and the Guarantors has duly authorized the 

execution and delivery of this Indenture.

NOW, THEREFORE, the Issuers, the Parent Guarantors, the Guarantors, the Trustee and the 

Collateral Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders 

of the Notes.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A attached hereto, 

as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on 

behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to 

the outstanding principal amount of the Notes sold in reliance on Rule 144A.

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“2021 Notes” means the $583 million aggregate principal amount at maturity of 12% Senior 

Secured Notes due 2021 issued by the Issuers outstanding on the Issue Date.

“ABL Guarantors” means TRU Australia Holdings, LLC, Toys “R” Us (Australia) Pty Ltd, Babies 

“R” Us (Australia) Pty Ltd, TRU Europe Limited, TRU (UK) H7 Limited, TRU (UK) H8 Limited, Toys “R” Us 

(UK) Limited, Toys “R” Us Holdings Limited, TRU (BVI) Finance II, Ltd., TRU (UK) H6, LLC, TRU (UK) H4 

Limited, Toys “R” Us Financial Services Limited, Toys “R” Us Limited, Toys “R” Us Properties Limited, TRU 

(France) Finance Ltd., TRU (France) Holdings Ltd., Toys “R” Us GmbH, Toys “R” Us Handesigesellcschaft m.b.H, 

Toys “R” Us SARL, TRU Global Imports B.V., TRU Netherlands Holdings, B.V., Toys “R” Us Poland sp. z.o.o, 

Toys “R” Us Sklep Internetowy sp. z.o.o, Toys “R” Us Sklep Internetowy sp. z.o.o sp. k., TRU Iberia Holdings 1, 

S.L.U., Toys “R” Us Iberia, S.A.U., TRU Iberia Holdings 2, S.L.U., Toys “R” Us AG, any other European ABL 

Obligor that Guarantees the Notes and their respective successors and assigns (whether by merger, consolidation, 

transfer of all or substantially all assets or otherwise).

“Acquired Indebtedness” means:

(1) Indebtedness of any other Person existing at the time such other Person is 

merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness 

incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a 

Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such 

specified Person.

“Additional Notes” shall have the meaning set forth in Section 11.01(d)(3) hereof. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, 

“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common 

control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to 

direct or cause the direction of the management or policies of such Person, whether through the ownership of voting 

securities, by agreement or otherwise.

“Agent” means any Custodian, Registrar or Paying Agent.

“Agreed Guarantee and Security Principles” shall have the meaning set forth in Schedule A

hereto.

“Agreed On-Lending Principles” shall mean the provisions in Schedule B hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable the 

Parent, the Issuer or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial 

interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to 

such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single 

transaction or a series of related transactions, of property or assets (including by way of a Sale and LeaseBack Transaction) of the Parent or any of its Restricted Subsidiaries (each referred to in this definition as a 

“disposition”); or

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(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in 

a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries 

issued in compliance with Section 4.10 hereof);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or 

obsolete or worn out equipment in the ordinary course of business or any disposition of inventory 

or goods (or other assets) held for sale in the ordinary course of business (including any 

discounted or sale-priced inventory);

(b) the disposition of all or substantially all of the assets of the Parent or 

the Issuer in a manner permitted pursuant to the provisions of Section 5.01 hereof;

(c) the making of any Restricted Payment or Permitted Investment that is 

permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any 

Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair 

market value of less than $5.0 million;

(e) any disposition of property or assets or issuance of securities by a 

Restricted Subsidiary of the Parent to the Parent or by the Parent or a Restricted Subsidiary of the 

Parent to another Restricted Subsidiary of the Parent;

(f) to the extent allowable under Section 1031 of the Code or any 

comparable or successor provision, any exchange of like property (excluding any boot thereon) for 

use in a Permitted Business;

(g) the lease, assignment, license, sub-lease or sublicense of any real or 

personal property (including intellectual property) in the ordinary course of business;

(h) sales of assets contemplated in the “DIP Budgets” (including permitted 

variance) or the DIP Orders or other First and Second Day Orders;

(i) foreclosures on assets;

(j) the SALITRU Transaction;

(k) [Reserved]; 

(l) sales or forgiveness of accounts in the ordinary course of business or in 

connection with the collection or compromise thereof;

(m) the creation of a Permitted Lien and dispositions of Permitted Liens;

(n) any disposition of Real Estate to a governmental authority as a result of 

condemnation of such Real Estate; and

(o) sales of Real Estate, stores or store leases by the Parent or any of its 

Restricted Subsidiaries for fair market value, the net proceeds of which are to be used in 

connection with a relocation of such Real Estate, stores or store leases to an identified site that is 

under contract.

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“Attributable Indebtedness” in respect of a Sale and Lease-Back Transaction means, at the time of 

determination, the present value (discounted at the rate of interest implicit in such transaction) of the total 

obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and LeaseBack Transaction (including any period for which such lease has been or may be extended).

“Available Proceeds” means Net Cash Proceeds of an Asset Sale remaining after consummation of 

an Asset Sale Offer.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Eastern District of 

Virginia, Richmond Division.

“Bankruptcy Law” means the Bankruptcy Code and any other liquidation, conservatorship, 

bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, 

insolvency, reorganization, administration, compromise, scheme of arrangement, voluntary arrangement, or similar 

federal, state or foreign law for the relief of debtors or affecting the rights of creditors generally.

“Board of Directors” means, with respect to any Person, the board of directors, board of managers, 

managing member, sole member, general partner or comparable governing body.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of a company incorporated in England and Wales, its share capital 

(whether equity share capital or otherwise, ordinary shares or preference shares);

(3) in the case of an association or business entity, any and all shares, interests, 

participations, rights or other equivalents (however designated) of corporate stock;

(4) in the case of a partnership or limited liability company, partnership or 

membership interests (whether general or limited); and

(5) any other interest or participation that confers on a Person the right to receive a 

share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the 

amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected 

as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP, including, for the 

avoidance of doubt, the Attributable Indebtedness in respect of Sale and Lease-Back Transactions.

“Captive Insurance Subsidiary” means TRU (Vermont), Inc. and any successor thereto, to the 

extent such Person constitutes a Subsidiary.

“Cash Equivalents” means:

(1) U.S. dollars;

(2) Canadian dollars, pounds sterling, euros or any national currency of any 

participating or former member state of the EMU or such local currencies held by the Parent and its 

Restricted Subsidiaries from time to time in the ordinary course of business;

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(3) securities issued or directly and fully and unconditionally guaranteed or insured 

by the U.S. government (or any agency or instrumentality thereof the securities of which are 

unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities of 

24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities 

of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one 

year and overnight bank deposits, in each case with any domestic or foreign commercial bank having 

capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. 

dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses 

(3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) 

above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in 

each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at 

least P--2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P 

shall be rating such obligations, an equivalent rating from another Rating Agency), and in each case 

maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types 

described in clauses (1) through (7) above or clause (9) and (10) below;

(9) readily marketable direct obligations issued by any state, commonwealth or 

territory of the United States or any political subdivision or taxing authority thereof having an Investment 

Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of 

acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher 

from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of acquisition; 

and

(11) Investments with average maturities of 24 months or less from the date of 

acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the 

equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies 

other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency 

listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the 

receipt of such amounts.

“Chapter 11 Cases” means the Chapter 11 cases commenced by the Parent and various of its 

affiliates pending before the Bankruptcy Court.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Co-Issuer” means TRU Taj Finance, Inc. and its successors and assigns (whether by merger, 

consolidation, sale of all or substantially all assets or otherwise).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“Collateral” means the collateral securing the Notes pursuant to the Security Documents.

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“Collateral Trust Agreement” means that certain Collateral Trust Agreement dated as of the date 

hereof, by and among the Issuers, the Grantors (as defined therein), the Trustee and the Collateral Trustee, as may be 

amended, supplemented, restated, replaced or otherwise modified.

“Collateral Trustee” means Wilmington Savings Fund Society, FSB, as collateral trustee, until a 

successor replaces it in accordance with the applicable provisions of this Indenture and the Collateral Trust 

Agreement, and thereafter means the successor serving hereunder.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under 

common control with the Parent, the Issuer or any of their respective Restricted Subsidiaries within the meaning of 

Section 4001 of ERISA or is part of a group that includes the Parent, the Issuer or any of their respective Restricted 

Subsidiaries and that is treated as a single employer under Section 414 of the Code. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in 

Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Parent or any of its Restricted Subsidiaries, one or 

more debt facilities or other financing arrangements (including, without limitation, commercial paper facilities, 

indentures and Capitalized Lease Obligations) providing for revolving credit loans, term loans, letters of credit or 

other long-term indebtedness, including any notes, mortgages, guarantees, security and collateral documents, 

instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, 

extensions, renewals, restatements or refundings thereof and any indentures, credit facilities, commercial paper 

facilities or Capitalized Lease Obligations that replace, refund or refinance any part of the loans, notes, other credit 

facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture 

that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such 

increase in borrowings is permitted under Section 4.10 hereof) or adds Restricted Subsidiaries as additional 

borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Paying Agent and Registrar, as custodian with respect to the Notes in 

global form, or any successor entity thereto.

“Dealco” means Toys “R” Us, Europe, LLC, TRU Taj Holdings 1, LLC, TRU Taj Holdings 2 

Limited, TRU Taj Holdings 3, LLC and any other entity intermediate between the Issuer and the Parent.

“Default” means any event that is, or with the passage of time or the giving of notice or both 

would be, an Event of Default. “Definitive Note” means a certificated Note registered in the name of the Holder 

thereof and issued in accordance with Section 2.06(c) or (e) hereof, substantially in the form of Exhibit A hereto, 

except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of 

Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global 

form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all 

successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision 

of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration 

received by the Parent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as 

Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, 

executed by the principal financial officer of the Parent (or, in the case of an Issuer Asset Sale, the principal 

financial officer of the Issuer), less the amount of cash or Cash Equivalents received in connection with a subsequent 

sale of or collection on such Designated Non-cash Consideration.

“DIP Orders” means, collectively, the Interim Financing Order and the Final Financing Order.

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“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, 

by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or 

upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of 

control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder 

thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the 

date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; 

provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Parent or its 

Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock.

“Downstream Investments” means, with respect to Parent and its Restricted Subsidiaries (other 

than the Issuer and its Restricted Subsidiaries), Investments made pursuant to clause (11) of the definition of 

Permitted Investments.

“EMU” means the economic and monetary union as contemplated in the Treaty on European

Union.

“Environmental Laws” means any and all foreign, Federal, state, local or municipal laws, rules, 

orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Laws 

(including common law) regulating, relating to or imposing liability or standards of conduct concerning protection 

of human health or the environment, as now or may at any time hereafter be in effect. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital 

Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Escrow Agent” means Citibank, N.A..

“Escrow Agreement ́VKDOOPHDQWKHHVFURZDJUHHPHQWGDWHGDVRI6HSWHPEHU>Ɣ@E\DQG

among the Issuer, the funding parties thereto, and the Escrow Agent.

“Escrow Account” shall have the meaning ascribed thereto in the Escrow Agreement.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“European ABL Collateral Agent” means Deutsche Bank AG New York Branch, in its capacity as 

collateral agent under the European ABL Facility, including its successors and assigns.

“European ABL Group Member” means a “Group Member” as defined in the European ABL 

Facility in effect on the Issue Date.

“European ABL Facility” means that Second Amended and Restated Syndicated Facility 

Agreement, dated as of December 18, 2015, among TRU Europe Limited, TRU Iberia Holdings 1, S.L.U., TRU 

Australia Holdings, LLC, Toys “R” Us (UK) Limited, Toys “R” Us Limited, Toys “R” Us (Australia) Pty Ltd, Toys 

“R” Us GmbH, Toys “R” Us Iberia, S.A.U., the other obligors party thereto from time to time, the lenders and other 

parties party thereto from time to time and Deutsche Bank AG New York Branch, as Administrative Agent, as may 

be further amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with 

the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to 

time, including any agreement extending the maturity thereof, refinancing, replacing or otherwise restructuring all or 

any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or 

agreements or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such 

increase in amount loaned or issued is permitted under Section 4.10 hereof).

“European ABL Intercreditor Agreement” means that certain intercreditor agreement, by and 

among the European ABL Collateral Agent, the Collateral Trustee, the European ABL Obligors and the Note 

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Grantors party thereto from time to time, as may be amended, supplemented, restated, replaced or otherwise 

modified.

“European ABL Obligors” means the borrowers and the guarantors under the European ABL 

Facility, which shall become Guarantors in accordance with the Agreed Guarantee and Security Principles.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and 

regulations of the SEC promulgated thereunder.

“Excluded Subsidiaries” means means (i) any “controlled foreign corporation” as defined in 

Section 957 of the U.S. Internal Revenue Code (a “CFC”) except any European ABL Obligor, Spain Propco and 

France Propco, which will not be Excluded Subsidiaries or CFCs for purposes of this Agreement, (ii) any entity that 

owns (directly or indirectly) no material assets other than equity interests (or equity interests and debt interests) of 

one or more CFCs a (“FSHCO”) except any European ABL Obligor, Spain Propco and France Propco, which will 

not be Excluded Subsidiaries or FSHCOs for purposes of this Agreement, (iii) TRU (Japan) Holdings Parent Ltd, 

Wayne Holdings, TRU Asia, LLC, (iv) any Restricted Subsidiary of the Issuer that, as of any date of determination, 

has less than $1.0 million in Total Assets; provided that the aggregate Total Assets of all Restricted Subsidiaries of 

the Issuer that are excluded from the requirement to guarantee the Notes pursuant to this clause (iv) shall not exceed 

$2.5 million at any time and (v) and each of the respective existing and future direct and indirect subsidiaries of the 

entities described in clauses (i), (ii) and (iii) of this definition; provided that any Subsidiary of a Foreign Subsidiary 

that is not itself a Foreign Subsidiary will only be an Excluded Subsidiary if it is a FSHCO.

“Final Financing Order” means the order of the Bankruptcy Court, approving the Indenture on a 

final basis, as the same may be amended, modified or supplemented from time to time.

“First and Second Day Orders” means all customary interim and final orders of the Bankruptcy 

Court relating to (i) critical vendors, (ii) foreign vendors, (iii) shippers, warehousemen and lienholders, (iv) 

503(b)(9) claimants, (v) customer programs, (vi) insurance, (vii) tax claims, (viii) tax attributes, (ix) utilities, (x) 

wages and employee benefits, (xi) cash management, (xii) case management and/or cross border protocols, (xiii) 

joint administration, (xiv) extension of time to file schedules and statements of financial affairs, and (xv) debtor-inpossession financing and/or the used of cash collateral.

“Foreign Guarantor” means any Guarantor that is not organized, incorporated or existing under the 

laws of the United States, any state thereof or the District of Columbia.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person 

that is not organized, incorporated or existing under the laws of the United States, any state thereof or the District of 

Columbia.

“Foreign Guarantors Agreement” means the Foreign Guarantors Agreement, dated as of 

September 18, 2017, by and among Toys “R” Us, Inc., TRU Taj LLC, TRU Taj Finance, Inc. and the Guarantors 

and Supporting Holders party thereto.

“France Propco” means Toys “R” Us France Real Estate SAS, its current or future Subsidiaries 

and its successors and assigns (whether by merger, consolidation, sale of all or substantially all assets or otherwise).

“France Propco Debt” means that certain term loan facility agreement entered into by France 

Propco on February 27, 2013, including any guarantees, collateral documents, mortgages, instruments and 

agreements executed in connection therewith, as may be amended or supplemented (but not increased in principal 

amount).

“GAAP” means generally accepted accounting principles in the United States which are in effect 

on the Issue Date.

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“Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required to 

be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the 

Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01(b), 

2.06(b), 2.06(d) or 2.06(i) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of 

which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or 

instrumentality of the United States of America the timely payment of which is unconditionally guaranteed 

as a full faith and credit obligation by the United States of America, which, in either case, are not callable 

or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a 

bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such 

Government Securities or a specific payment of principal of or interest on any such Government Securities 

held by such custodian for the account of the holder of such depository receipt; provided that (except as 

required by law) such custodian is not authorized to make any deduction from the amount payable to the 

holder of such depository receipt from any amount received by the custodian in respect of the Government 

Securities or the specific payment of principal of or interest on the Government Securities evidenced by 

such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for 

collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and 

reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor or Parent Guarantor of the Issuers’ 

Obligations under this Indenture.

“Guarantor” means each Restricted Subsidiary of the Issuer that Guarantees the Notes in 

accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under 

any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap 

agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap 

agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, commodity or 

currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means International Financial Reporting Standards, as promulgated by the International 

Accounting Standards Board and as in effect from time to time.

“Indebtedness” means, as to any Person at a particular time, the following (without duplication):

(1) any indebtedness of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters 

of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect 

thereof);

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(c) representing the balance deferred and unpaid of the purchase price of 

any property (including Capitalized Lease Obligations), except (i) any such balance that 

constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the 

ordinary course of business and (ii) any earn-out obligations until such obligation becomes a 

liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging 

Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such 

Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable 

for, or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred to in clause (1) of a 

third Person (whether or not such items would appear upon the balance sheet of the such obligor or 

guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of 

business; and

(3) to the extent not otherwise included, the obligations of the type referred to in 

clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such 

Indebtedness is assumed by such first Person; and

(4) the maximum fixed redemption or repurchase price of Disqualified Stock in 

such Person at the time of determination.

For purposes of the foregoing: (a) the maximum fixed repurchase price of any Disqualified Stock 

that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified 

Stock as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be 

determined pursuant to this Indenture; provided that, if such Disqualified Stock is not then permitted to be 

repurchased, the repurchase price shall be the book value of such Disqualified Stock; (b) the amount outstanding at 

any time of any Indebtedness issued with original issue discount is the principal amount of such Indebtedness less 

the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in 

conformity with GAAP, but such Indebtedness shall be deemed incurred only as of the date of original issuance 

thereof; (c) the amount of any Indebtedness described in clause (1)(d) is the net amount payable (after giving effect 

to permitted set off) if such Hedging Obligations are terminated at that time due to default of such Person; (d) the 

amount of any Indebtedness described in clause (2) above shall be the maximum liability under any such guarantee; 

(e) the amount of any Indebtedness described in clause (3) above shall be the lesser of (i) the maximum amount of 

the obligations so secured and (ii) the fair market value of such property or other assets; and (f) interest, fees, 

premium, and expenses and additional payments, if any, will not constitute Indebtedness.

Notwithstanding the foregoing, in connection with the purchase of any business, the term 

“Indebtedness” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to 

which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or 

such payment is otherwise contingent; provided that, at the time of closing, the amount of any such payment is not 

determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 

60 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such 

date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the 

contingency giving rise to the obligations, of any contingent obligations at such date; provided that in the case of 

Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at 

such time. If such Person or any of its Subsidiaries (in the case of the Parent, any of its Restricted Subsidiaries) 

directly or indirectly guarantees Indebtedness of a third Person, the amount of Indebtedness of such Person shall 

give effect to the incurrence of such guaranteed Indebtedness as if such Person or such Subsidiary had directly 

incurred or otherwise assumed such guaranteed Indebtedness.

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“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or 

consultant to Persons engaged in Permitted Businesses of nationally recognized standing that is, in the good faith 

judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a 

Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

“Intellectual Property Licenses” has the meaning given to it in the Foreign Guarantors Agreement.

“Interest Payment Date” means (a) the last business day of each calendar month after the Issue 

Date starting with the month of October 2017 and ending with and including December 2018 and (b) the stated 

maturity date of the Notes, or if such day is not a Business Day, on the next succeeding Business Day.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by 

Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States 

government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but 

excluding any debt securities or instruments constituting loans or advances among the Parent and its 

Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type 

described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment 

or distribution; and

(4) corresponding instruments in countries other than the United States customarily 

utilized for high quality investments.

“Investments” by any Person means any direct or indirect loan, advance, guarantee for the benefit 

of (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or 

assets to another Person or any other payments for property or services for the account or use of another Person) 

another Person, including, without limitation, the following: (i) the purchase or acquisition of any Equity Interest or 

other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or guarantee of the 

Indebtedness of another Person; and (iii) the purchase or acquisition of the business or assets of another Person 

substantially as an entirety but shall exclude: (a) accounts receivable and other extensions of trade credit in 

accordance with the Parent’s and its Subsidiaries’ customary practices; (b) the acquisition of property and assets 

from suppliers and other vendors in the normal course of business; (c) the acquisition of Real Estate in the normal 

course of business (but not the acquisition of any Person that owns Real Estate); and (d) prepaid expenses and 

workers’ compensation, utility, lease and similar deposits, in the normal course of business.

“Issue Date” means the date the Initial Notes are issued.

“Issuer” means TRU Taj LLC, TRU Taj Finance, Inc. and their respective successors and assigns 

(whether by merger, consolidation or sale of all or substantially all assets or otherwise).

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“Issuer Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single 

transaction or a series of related transactions, of property or assets (including by way of a Sale and LeaseBack Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a 

“disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary of the 

Issuer, whether in a single transaction or a series of related transactions (other than Preferred Stock of 

Restricted Subsidiaries of the Issuer issued in compliance with the covenant described under Section 4.10),

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or 

obsolete or worn out equipment in the ordinary course of business or any disposition of inventory 

or goods (or other assets) held for sale in the ordinary course of business (including any 

discounted or sale-priced inventory);

(b) the disposition of all or substantially all of the assets of the Issuer in a 

manner permitted pursuant to the provisions described under Section 5.01 hereof;

(c) the making of any Restricted Payment or Permitted Investment (other 

than Permitted Investments pursuant to clause (12) or (19) of the definition thereof) that is 

permitted to be made, and is made, by the Issuer or any of its Restricted Subsidiaries under the 

covenant described under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any 

Restricted Subsidiary of the Issuer in any transaction or series of related transactions with an 

aggregate fair market value of less than $[1.0] million;

(e) any disposition of property or assets or issuance of securities by a 

Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the 

Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Code or any 

comparable or successor provision, any exchange of like property (excluding any boot thereon) for 

use in a Permitted Business;

(g) the lease, assignment, license, sub-lease or sublicense of any real or 

personal property (including intellectual property) in the ordinary course of business;

(h) [Reserved];

(i) foreclosures on assets;

(j) [Reserved];

(k) [Reserved];

(l) sales or forgiveness of accounts in the ordinary course of business or in 

connection with the collection or compromise thereof;

(m) the creation of a Permitted Lien and dispositions of Permitted Liens;

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(n) any disposition of Real Estate to a governmental authority as a result of 

condemnation of such Real Estate; and

(o) sales of Real Estate, stores or store leases by the Issuer or any of its 

Restricted Subsidiaries for fair market value, the net proceeds of which are to be used in 

connection with a relocation of such Real Estate, stores or store leases to an identified site that is 

under contract.

For avoidance of doubt, only the portion of a transaction (which may be the entire transaction) 

involving assets of the Issuer or its Restricted Subsidiaries or Equity Interests of a Restricted Subsidiary of the 

Issuer, as applicable, will be deemed to constitute an Issuer Asset Sale.

“Issuer Group” means the Issuer and its Restricted Subsidiaries.

“Issuer Order” means a written request or order signed on behalf of the Issuers by an Officer of 

each of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the 

principal accounting officer of the Issuers, and delivered to the Trustee.

“Issuers” has the meaning set forth in the recitals hereto.

“Issuer Tax Amount” means, without duplication, for any taxable period (or portion thereof) of the 

Issuer ending after the Issue Date, if, for such period, the Issuer is a member, or a disregarded entity of a member, of 

a group filing a consolidated, unitary or combined income tax return with the Parent, up to an amount not to exceed 

the amount of any such income Taxes that the Issuer and its Subsidiaries would have been required to pay on a 

separate group basis for such period if the Issuer and its Subsidiaries had paid tax on a consolidated, combined, 

group, affiliated or unitary basis as an affiliated group consisting only of the Issuer and its Subsidiaries, taking into 

account any net operating losses or other tax attributes of the Issuer or its Subsidiaries for taxable periods of the 

Issuer ending after the Issue Date to the extent such net operating losses or other tax attributes of the Issuer or its 

Subsidiaries have not been previously taken into account in calculating the Issuer Tax Amount.

“ITASSA” means that certain Information Technology and Administrative Support Services 

Agreement by and among Toys Delaware and the counterparties thereto from time to time, dated as of February 1, 

2009.

“Japan Term Loan and Credit Lines” means the agreements among Toys “R” Us – Japan, Ltd, and 

its successors and assigns, and a syndicate of financial institutions relating to total terms loans of ¥4.0 billion, total 

committed lines of credit of ¥9.5 billion and total uncommitted lines of credit of ¥1.5 billion, including any 

guarantees, collateral documents, instruments and agreements executed in connection therewith, and any 

amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and 

any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors 

that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, 

including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable 

thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.10 

hereof).

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions 

are not required to be open in the State of New York or in the place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, 

hypothecation, deed, charge, security interest, preference, priority or encumbrance of any kind in respect of such 

asset in the nature of a security interest, whether or not filed, recorded or otherwise perfected under applicable law, 

including any conditional sale or other title retention agreement, any lease in the nature thereof, or any other 

agreement in the nature of a security interest; provided that in no event shall an operating lease be deemed to 

constitute a Lien.

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“Material Adverse Effect” means any event which individually, or together with all other events, 

has had or would reasonably be expected to have a material adverse effect on the (i) business, assets, financial 

condition or income of Parent and its Restricted Subsidiaries, taken as a whole, other than, in each case, events 

leading up to and that would reasonably be expected to result from the filing or commencement of the Chapter 11 

Cases or the announcement of the filing or commencement of the Chapter 11 Cases or (ii) the ability of the Parent 

Guarantors, the Issuers and the Guarantors, taken as a whole, to perform their obligations under, or to consummate 

the transactions contemplated by this Indenture and the transactions related thereto.

“Master Lease” means that certain 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, TRU 2005 

RE II Trust and Toys Delaware, including any instruments and agreements executed in connection therewith, and 

any amendments, supplements, modifications, extensions, renewals or restatements thereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency 

business.

“Net Cash Proceeds” means the aggregate cash proceeds received by the Parent or any of its 

Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of 

any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset 

Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and 

investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, 

taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax 

sharing arrangements), amounts required to be applied to the repayment of principal, premium, and interest on 

Indebtedness required (other than required by Section 4.11(b)(1) or Section 4.11(c)(1) hereof) to be paid as a result 

of such transaction and any deduction of appropriate amounts to be provided by the Parent or any of its Restricted 

Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in 

such transaction and retained by the Parent or any of its Restricted Subsidiaries after such sale or other disposition 

thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental 

matters or against any indemnification obligations associated with such transaction.

“Non-Recourse Indebtedness” means any Indebtedness of the Issuer or any of its Restricted 

Subsidiaries owed to a Person unrelated to Parent or any of its Subsidiaries or Affiliates with respect to which 

(1) neither the Issuer nor any Restricted Subsidiary, other than UK Propco (solely with respect to Indebtedness of 

UK Propco) or France Propco (solely with respect to Indebtedness of France Propco), (a) provides any guarantee or 

credit support of any kind (including any undertaking, guarantee, indemnity, agreement, security or instrument that 

would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or otherwise) or (c) is the lender; 

and (2) no default with respect to which would permit upon notice, lapse of time or both any holder of any other 

Indebtedness of the Parent or any Restricted Subsidiary of the Parent to declare a default on such other Indebtedness 

or cause the payment of such other Indebtedness to be accelerated or payable prior to its stated maturity (except for 

Indebtedness of the Parent or its Restricted Subsidiaries existing on the Issue Date). For avoidance of doubt, 

Indebtedness of UK Propco or France Propco will not cease to constitute Non-Recourse Indebtedness as a result of 

any indemnity or similar ordinary course obligations of the Parent or any of its Restricted Subsidiaries with respect 

to UK Propco or France Propco consistent with their customary business practices.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Obligations” means the Obligations under the Notes, the Guarantees, the Indenture and the 

Security Documents on the Issue Date.

“Notes” means the Initial Notes and any Additional Notes issued by the Issuer pursuant to the 

terms of Section 11.01(d)(3)..

“Obligations” means any principal, interest (including any interest accruing subsequent to the 

filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation 

with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), 

premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to 

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letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such 

principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under 

the documentation governing any Indebtedness.

“Offering Memorandum” means the Offering Memorandum relating to the 2021 Notes, dated July 

13, 2016. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial 

Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the 

Secretary of the Parent, the Issuer, the Co-Issuer or a Guarantor, as applicable.

“Officer’s Certificate” means a certificate signed on behalf of the Parent by an Officer of the 

Parent, on behalf of the Issuer by an Officer of the Issuer, on behalf of the Co-Issuer by an Officer of the Co-Issuer 

or on behalf of a Guarantor by an Officer of such Guarantor, who must be the principal executive officer, the 

principal financial officer, the treasurer, the principal accounting officer or any other executive officer of the Issuer 

or Guarantor, as applicable, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the 

Trustee. The counsel may be an employee of or counsel to the Parent, the Issuer, the Co-Issuer or any Guarantor.

“Parent” means Toys “R” Us, Inc. and its successors and assigns (whether by merger, 

consolidation, sale of all or substantially all assets or otherwise).

“Parent Guarantors” means, collectively, Parent and each Dealco.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has 

an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include 

Euroclear and Clearstream).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of 

Title IV of ERISA (or any successor).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business 

Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Parent or any of its 

Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in 

accordance with Section 4.11 hereof.

“Permitted Business” means the business and any services, activities or businesses incidental, or 

directly related or similar to, any line of business engaged in by the Parent and its Subsidiaries as of the Issue Date 

or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Collateral Liens” means Liens securing the Initial Notes and the Guarantees thereof 

and Permitted Liens incurred pursuant to clauses (2), (3), (4), (7)(a), (21), (29), (33), (34) or (38) of the definition 

thereof.

“Permitted Investments” means:

(1) any Investment (a) by the Parent in any Restricted Subsidiary or by a Restricted 

Subsidiary (other than the Issuer and its Restricted Subsidiaries) in the Parent or another Restricted 

Subsidiary and (b) by the Issuer in any of its Restricted Subsidiaries or by a Restricted Subsidiary of the 

Issuer in the Issuer or another Restricted Subsidiary of the Issuer; provided that no more than $50.0 million 

shall be permitted pursuant to this clause (b) to any Restricted Subsidiary of the Issuer that is not a 

Guarantor;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

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(3) any Investment (a) by the Parent or any of its Restricted Subsidiaries (other than 

the Issuer or its Restricted Subsidiaries) in property or assets owned or used by the Parent or its Restricted 

Subsidiaries in the ordinary course of business or (b) by the Issuer or any of its Restricted Subsidiaries in 

property or assets owned or used by the Issuer or its Restricted Subsidiaries in the ordinary course of 

business;

(4) any Investment by (i) the Parent or any Restricted Subsidiary (other than the 

Issuer or any of its Restricted Subsidiaries) in a Person that is engaged in a Permitted Business if as a result 

of such Investment (A) such Person becomes a Restricted Subsidiary of the Parent or (B) such Person, in 

one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or 

transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted 

Subsidiary of the Parent and, in each case, any Investment held by such Person or (ii) the Issuer or any of 

its Restricted Subsidiaries in a Person that is engaged in a Permitted Business if as a result of such 

Investment (A) such Person becomes a Guarantor or (B) such Person, in one transaction or a series of 

related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys 

substantially all of its assets to, or is liquidated into, the Issuer or a Guarantor and, in each case, any 

Investment held by such Person; provided, that, in the case of each of clauses (i) and (ii), such Investment 

held by such Person was not acquired by such Person in contemplation of such acquisition, merger, 

consolidation or transfer and that any Investment held by such Person does not constitute a material amount 

of the total purchase price or fair market value of such Person;

(5) any Investment in securities or other assets received in connection with 

disposition of assets that is otherwise permitted by this Indenture;

(6) any Investment existing on the Issue Date or required to be made pursuant to 

any agreement or obligation of the Parent or any Restricted Subsidiary (other than the Issuer and its 

Restricted Subsidiaries) in effect on the Issue Date and any modification, replacement, renewal or 

extension thereof; provided that the amount of any such Investment may be increased (x) as required by the 

terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this 

Indenture;

(7) (a) loans and advances to employees of Parent or any of its Restricted 

Subsidiaries (other than the Issuer or any of its Restricted Subsidiaries) and any guarantees thereof, in each 

case made in the ordinary course of business by Parent or any of its Restricted Subsidiaries (other than the 

Issuer or its Restricted Subsidiaries), and (b) loans and advances to employees of any Restricted Subsidiary 

of the Issuer and any guarantees thereof, in each case made in the ordinary course of business by any of the 

Issuer’s Restricted Subsidiaries; provided that the aggregate amount of Investments at any one time 

outstanding pursuant to this clause (7) does not exceed $[2.0] million;

(8) any Investment acquired by the Parent or any Restricted Subsidiary (A) in 

exchange for any other Investment or accounts receivable held by the Parent or Restricted Subsidiary in 

connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Parent of 

such other Investment or accounts receivable or (B) as a result of a foreclosure by the Parent or Restricted 

Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured 

Investment in default;

(9) Hedging Obligations permitted (A) under Section 4.10(b)(8) hereof or (B) under 

Section 4.10(c)(10) hereof;

(10) loans and advances to officers, directors and employees for business-related 

travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course 

of business;

(11) any Investment by the Parent or a Restricted Subsidiary having an aggregate fair 

market value, taken together with all other Investments made pursuant to this clause (11) that are at that 

time outstanding (with the fair market value of each Investment being measured at the time made and 

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without giving effect to subsequent changes in value), not to exceed $75.0 million (calculated on a gross 

basis, based on the amount of assets contributed or invested, not net of debt assumed); provided that the 

aggregate fair market value of Investments made by the Issuer and its Restricted Subsidiaries pursuant to 

this clause (11) shall not exceed $5.0 million at any time outstanding and shall not be made in the Parent or 

any controlled Affiliate of the Parent, other than a controlled Affiliate of the Issuer;

(12) Investments (other than Investments by the Issuer or any Restricted Subsidiary 

of the Issuer in the Parent or any Restricted Subsidiary of the Parent other than the Issuer or any of its 

Restricted Subsidiaries) the payment for which consists of Equity Interests of the Parent or any of its direct 

or indirect parent companies (exclusive of Disqualified Stock of the Parent);

(13) guarantees of Indebtedness, to the extent such guarantees are permitted to be 

incurred by the applicable obligor under Section 4.10 hereof and performance guarantees consistent with 

past practice;

(14) Investments consisting of licensing of intellectual property pursuant to joint 

marketing arrangements with other Persons;

(15) Investments to secure obligations of the Captive Insurance Subsidiary in the 

ordinary course of business not to exceed $10.0 million;

(16) Investments consisting of earnest money deposits required in connection with a 

purchase agreement or other acquisition;

(17) Investments consisting of purchases and acquisitions of inventory, supplies, 

material or equipment;

(18) any Investment in any Subsidiary or any joint venture in connection with 

intercompany cash management arrangements or related activities arising in the ordinary course of 

business; 

(19) Investments in the UK Group to fund ordinary course working capital needs of 

the UK Group not to exceed, in the aggregate, $40.0 million at any one time outstanding, which 

Investments shall be made in accordance with the Agreed On-Lending Principles; 

(20) Investments consistent with the “DIP Budgets” (including permitted variance) or 

the DIP Orders or other First and Second Day Orders; and

(21) Investments consisting of the Wayne Loans.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, 

unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, 

contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits 

to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to 

secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or 

import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, 

in each case for sums not yet overdue for a period of more than 60 days or being contested in good faith by 

appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect 

to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate 

reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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(3) Liens for taxes, assessments or other governmental charges (a) not yet overdue 

for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being 

contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect 

thereto are maintained on the books of such Person in accordance with GAAP or (b) for which nonpayment 

is permitted pursuant to applicable bankruptcy law;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with 

respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the 

account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or 

rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other 

similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the 

conduct of the business of such Person or to the ownership of its properties which were not incurred in 

connection with Indebtedness and which do not in the aggregate materially adversely affect the value of 

said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (3) or 

(12) of Section 4.10(b) hereof or pursuant to clause (5) of Section 4.10(c) hereof; provided that (a) Liens 

securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to 

clause (12) of Section 4.10(b) hereof relate only to Refinancing Indebtedness that serves to refund or 

refinance Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (3) of Section 4.10(b) 

hereof and (b) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred 

pursuant to clause (3) of Section 4.10(b) hereof or clause (5) of Section 4.10(c) hereof extend only to the 

assets so financed, purchased, constructed or improved;

(7) (a) Liens securing the Notes outstanding on the Issue Date, any Additional 

Notes issued by the Issuer pursuant to the terms of Section 11.01(d)(3) and any other Note Obligations 

related thereto, (b) Liens securing the Specified Toys Delaware Facilities incurred pursuant to Section 

4.10(b)(1)(i) or (2) and Obligations related thereto (which Liens, in the case of clause (b), (i) extend only to 

property or assets of Toys Delaware and its Subsidiaries and not to any property or assets of the Issuer and 

its Subsidiaries and (ii) extend only to the collateral to which such Liens apply on the Issue Date or the 

categories of collateral to which such Liens apply on the Issue Date under the relevant security documents 

in effect on the Issue Date) and (c) Liens on the Capital Stock of Wayne Holdings securing the Specified 

Toys Delaware Facilities;

(8) Liens on property or shares of stock of a Person at the time such Person 

becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in 

contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such 

Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Parent or a Restricted Subsidiary acquired the 

property, including any acquisition by means of a merger or consolidation with or into the Parent or any of 

its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection 

with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to 

any other property owned by the Parent or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary 

(other than the Issuer or its Restricted Subsidiaries) owing to the Parent;

(11) Liens securing Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person 

securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of 

such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course 

of business;

(14) Liens arising from Uniform Commercial Code financing statement filings 

regarding operating leases entered into by the Parent and its Restricted Subsidiaries or the consignment of 

goods to the Parent or any of its Restricted Subsidiaries;

(15) Liens in favor of the Issuer, the Co-Issuer or any Guarantor;

(16) Liens on equipment of the Parent or any of its Restricted Subsidiaries granted in 

the ordinary course of business;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement 

(or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any 

Indebtedness secured by any Lien referred to in the foregoing clauses (6), (8) and (9); provided, however,

that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien 

(plus improvements on such property), (b) the Indebtedness secured by such Lien at such time is not 

increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, 

committed amount of the Indebtedness described under clauses (6), (8) and (9) at the time the original Lien 

became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, 

including premiums, related to such refinancing, refunding, extension, renewal or replacement, and (c) such 

Lien, to the extent it is imposed on the Collateral, is of no higher priority relative to the Liens securing the 

Secured Obligations than the original Lien;

(18) deposits made in the ordinary course of business to secure liability to insurance 

carriers;

(19) other Liens securing obligations incurred in the ordinary course of business 

which obligations do not exceed $50.0 million at any one time outstanding; provided that the obligations of 

the Issuer and its Restricted Subsidiaries that may be secured pursuant to this clause (19) shall not exceed 

$5.0 million at any one time outstanding;

(20) Liens securing judgments for the payment of money not constituting an Event of 

Default under Section 6.01(5) hereof so long as such Liens are adequately bonded and any appropriate legal 

proceedings that may have been duly initiated for the review of such judgment have not been finally 

terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to 

secure payment of customs duties in connection with the importation of goods in the ordinary course of 

business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform 

Commercial Code, or any comparable or successor provision, on items in the course of collection, 

(ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the 

ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering 

deposits (including the right of set-off) and which are within the general parameters customary in the 

banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements 

permitted under Section 4.10 hereof; provided that such Liens do not extend to any assets other than those 

that are the subject of such repurchase agreements;

(24) Liens encumbering reasonable customary initial deposits and margin deposits 

and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the 

ordinary course of business and not for speculative purposes;

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(25) Liens that are contractual rights of set-off (i) relating to the establishment of 

depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to 

pooled deposit or sweep accounts of the Parent or any of its Restricted Subsidiaries to permit satisfaction of 

overdraft or similar obligations incurred in the ordinary course of business of the Parent and its Restricted 

Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the 

Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens arising out of conditional sale, title retention, consignment or similar 

arrangements for the sale or purchase of goods entered into by the Parent or any Restricted Subsidiary in 

the ordinary course of business;

(27) Liens on furniture, fixtures and equipment securing Indebtedness in an amount 

not to exceed $50.0 million; provided that no more than $5.0 million of such Indebtedness may be incurred 

by the Issuer or its Restricted Subsidiaries

(28) any encumbrance or restriction (including put and call arrangements) with 

respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar 

agreement;

(29) security given to any public or private utility or any governmental authority as 

required in the ordinary course of business;

(30) Liens securing Indebtedness or other obligations of a Restricted Subsidiary of 

the Issuer owing to the Issuer or any Guarantor that is a Restricted Subsidiary of the Issuer;

(31) Liens securing Indebtedness incurred pursuant to clause (16) (provided such 

Liens are incurred in the ordinary course of business) of Section 4.10(b);

(32) Liens securing Indebtedness permitted to be incurred pursuant to Section 

4.10(c)(23) hereof, so long as the Liens do not extend to any property or assets of the Issuer or any 

Guarantors;

(33) Liens on the property and assets of the Issuer and the Guarantors securing the 

2021 Notes outstanding as of the Issue Date and the guarantees, indenture and security documents related 

thereto and all Obligations related to any of the foregoing (which Liens shall rank junior in priority to those 

securing the Note Obligations and shall extend only to the collateral to which such Liens apply on the Issue 

Date or the categories of collateral to which such Liens apply on the Issue Date under the relevant security 

documents in effect on the Issue Date, as such security documents may be amended with respect to any 

addition of adequate assurance liens to secure the 2021 Notes;

(34) Liens on the property and assets of the European ABL Obligors securing 

Indebtedness incurred under the European ABL Facility pursuant to Section 4.10(b)(10)(ii) and Section 

4.10(c)(2) and related Obligations (which Liens may rank senior in priority to those securing the Note 

Obligations and shall extend only to the collateral to which such Liens apply on the Issue Date or the 

categories of collateral to which such Liens apply on the Issue Date under the relevant security documents 

in effect on the Issue Date);

(35) Liens on the property and assets of the Toys (Labuan) Holding Limited Group 

securing Indebtedness incurred under the Japan Term Loan and Credit Lines pursuant to Section 

4.10(b)(10)(i) and Section 4.10(c)(1) and related Obligations (which Liens shall extend only to the 

collateral to which such Liens apply on the Issue Date or the categories of collateral to which such Liens 

apply on the Issue Date under the relevant security documents in effect on the Issue Date); and

(36) Liens on the property and assets of Toys (Labuan) Holding Limited) Group 

securing Indebtedness incurred under the TRU Asia Credit Lines pursuant to Section 4.10(b)(10)(iii) and 

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Section 4.10(c)(3) and related Obligations (which Liens shall extend only to the collateral to which such 

Liens apply on the Issue Date or the categories of collateral to which such Liens apply on the Issue Date

under the relevant security documents in effect on the Issue Date).

(37) landlords’ and lessors’ Liens in respect of rent not in default for more than sixty 

days or the existence of which, individually or in the aggregate, would not reasonably be expected to result 

in a Material Adverse Effect;

(38) Liens securing Indebtedness under the European ABL Facility, provided such 

Liens do not extend to assets other than the same type or categories of assets which secure the European 

ABL Facility on the Issue Date, in each case of the obligors or grantors under the European ABL Facility; 

(39) Liens securing France Propco Debt and UK Propco Debt and Indebtedness 

under the Propco I Term Loan, in each case as existing on the Issue Date; 

(40) Liens on the collateral of Toys Delaware securing the Wayne Loans and the Tru 

Canada Loans; and

(41) Liens relating to the SALITRU Transaction.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on 

such Indebtedness.

“Person” means any individual, corporation, company, limited liability company, partnership, 

joint venture, association, joint stock company, trust, unincorporated organization, undertaking, government or any 

agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or 

upon liquidation, dissolution or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on 

all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Propco I” means Wayne Holdings and its current or future Subsidiaries and its successors and 

assigns (whether by merger, consolidation, sale of all or substantially all assets or otherwise).

“Propco I Term Loan” means that certain Term Loan Credit Agreement, dated as of August 21, 

2013, among Toys “R” Us Property Company 1, LLC, the several lenders from time to time party thereto, and 

Goldman Sachs Lending Partners LLC, as administrative agent, as may be further amended, restated, supplemented, 

waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, 

repaid, refunded, refinanced or otherwise modified from time to time, including any agreement extending the 

maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such 

agreement or agreements or any successor or replacement agreement or agreements or increasing the amount loaned 

or issued thereunder or altering the maturity (provided that such increase in amount loaned or issued is permitted 

under Section 4.10 hereof).

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person 

engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be 

determined by the Parent or the Issuer, as applicable, in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating 

on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, 

selected by the Issuer, which shall be substituted for Moody’s or S&P or both, as the case may be.

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“Real Estate” means, collectively, all right, title and interest (including any leasehold, mineral or 

other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, 

whether by lease, license or other means, together with, in each case, all easements, hereditaments and 

appurtenances relating thereto, all buildings, structures, parking areas and improvements and appurtenant fixtures 

and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, 

lease or operation thereof.

“Record Date” for the interest payable on any applicable Interest Payment Date means the fifth 

Business Day preceding such Interest Payment Date.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation S 

Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A 

hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and 

registered in the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of 

the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A 

hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global 

Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued 

in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Regulation S.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) 

hereof, which is required to be placed on all Regulation S Temporary Global Notes issued under this Indenture.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a 

Permitted Business; provided that any assets received by the Parent or a Restricted Subsidiary in exchange for assets 

transferred by the Parent or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist 

of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a 

Restricted Subsidiary.

“Repurchase Offer” means a repurchase offer for the Notes pursuant to the provisions of this 

Indenture applicable to repurchase offers, at a price not less than par.

“Requisite Holders” means Holders holding a majority in aggregate principal amount of the Notes.

“Requisite Holder Designee” means a representative agent for the Requisite Holders appointed by 

written agreement of the Holders for the purposes of delivering and receiving notices and taking actions under 

Annex I, as such designee may be changed from time to time by a written agreement of the Requisite Holders. Prior 

to acting upon the direction of the Requisite Holder Designee, the Collateral Trustee may request a copy such 

written agreement and shall be entitled to rely upon such written agreement, and to act at the direction of any Person 

designated as the Requisite Holder Designee thereunder, conclusively without any liability.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the 

corporate trust department of the Trustee, including any managing director, director, vice president, assistant vice 

president, trust officer or any other officer of the corporate trust group of the Trustee who customarily performs 

functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom

any corporate trust matter relating to this Indenture is referred because of such Person’s knowledge of and 

familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of 

this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

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“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Parent 

(including the Issuer, the Co-Issuer and any Foreign Subsidiary). For avoidance of doubt, the Issuer, the Co-Issuer 

and Toys Delaware are Restricted Subsidiaries of the Parent (but Toys Delaware is not a Restricted Subsidiary of the 

Issuer or the Co-Issuer), and the Co-Issuer is a Restricted Subsidiary of the Issuer.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any 

successor to its rating agency business.

“Sale and Lease-Back Transaction” means any direct or indirect arrangement pursuant to which 

property is sold or transferred by the Parent or a Restricted Subsidiary and is thereafter leased back as a capital lease 

that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the 

footnotes thereto) in accordance with GAAP by the Parent or a Restricted Subsidiary, as applicable.

“SALITRU Transaction” means that certain transaction to be entered into by Toys Delaware 

pursuant to which Toys Delaware shall lease back the property of SALITRU Associates JV after the sale thereof.

“Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures 

enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including those 

administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department 

of State, or the U.S. Department of Commerce (b) the United Nations Security Council; (c) the European Union or 

any of its member states; (d) Her Majesty’s Treasury; or (e) any other relevant authority. 

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Guarantees” means the Guarantees (other than the Guarantee of the Parent).

“Secured Indebtedness” means any Indebtedness of the Parent or any of its Restricted Subsidiaries 

secured by a Lien.

“Secured Obligations” means, as to any of the Issuers or any Guarantor (other than the Parent), all 

of the following:

(1) the full and prompt payment when due (whether at stated maturity, by 

acceleration or otherwise) of all Obligations of each of the Issuers and each Guarantor (other than the 

Parent) to the Holders, whether now existing or hereafter incurred under, arising out of, or in connection 

with each of the Indenture, the Notes and each Security Document to which any of the Issuers or any 

Guarantor is a party (including, without limitation, all such obligations, liabilities and indebtedness of a

Guarantor (other than the Parent) under its Guarantee);

(2) any and all sums advanced by the Trustee or the Collateral Trustee in order to 

preserve the Collateral or preserve its security interest in the Collateral; and

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(3) in the event of any proceeding for the collection of enforcement of any 

indebtedness referred to in clause (1) of this definition, after an Event of Default shall have occurred and be 

continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of 

or realizing on the Collateral, or of any exercise by the Trustee or Collateral Trustee of its rights hereunder, 

together with reasonable attorneys’ fees and court costs.

Notwithstanding anything herein to the contrary, the Obligations of the Parent under this Indenture 

or otherwise in respect of the Notes (including, without limitation, its Guarantee of the Notes) are not Secured 

Indebtedness, and in no event will any such Obligation constitute a Secured Obligation.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of 

the SEC promulgated thereunder.

“Security Documents” means the Collateral Trust Agreement, the European ABL Intercreditor 

Agreement, any other intercreditor agreement entered into in accordance with this Indenture, each joinder to the 

Collateral Trust Agreement or any such intercreditor agreement, and all other security agreements and deeds, pledge 

agreements or deeds, collateral assignments or deeds, or other grants or transfers for security or agreements or deeds 

related thereto executed and delivered by the Issuer or any Guarantor or Parent Guarantor (other than the Parent) 

creating or perfecting (or purporting to create or perfect) a Lien upon Collateral in favor of the Collateral Trustee 

directly or indirectly for the benefit of itself, the Trustee and the Holders to secure the Notes and the Guarantees 

(other than the Parent’s Guarantee of the Notes), including, without limitation, the DIP Orders, in each case, as 

amended, modified, restated, supplemented or replaced from time to time, and in each case subject to the Agreed 

Guarantee and Security Principles.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Notes and 

related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar 

proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the 

documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed 

in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification 

amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) 

and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of 

amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing by the Issuer or any 

Guarantor; provided that such Hedging Obligations are permitted to be incurred under the terms of this 

Indenture;

(3) any other Indebtedness of the Parent or any of its Restricted Subsidiaries 

permitted to be incurred under the terms of this Indenture, unless the instrument under which such 

Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any 

related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), 

(2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Parent or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by 

such Person;

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(c) any accounts payable or other liability to trade creditors arising in the 

ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is 

subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; 

or

(e) that portion of any Indebtedness which at the time of incurrence is 

incurred in violation of this Indenture.

“Significant Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such 

Person that would be a “significant subsidiary” of such Person as defined in Article 1, Rule 1-02 of Regulation S-X, 

promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date; provided that for 

purposes of any calculation pursuant to such definition of “significant subsidiary,” UK Propco and France Propco 

will be excluded, in each case so long as UK Propco or France Propco, as applicable, have no Indebtedness other 

than Non-Recourse Indebtedness.

“Spain Propco” means Toys “R” Us Iberia Real Estate S.L.U., its current or future Subsidiaries 

and its successors and assigns (whether by merger, consolidation, sale of all or substantially all assets or otherwise).

“Specified Asia Entity” means TRU Asia, LLC, TRU (Japan) Holdings Parent Ltd and their 

respective subsidiaries (including their successors and assigns, whether by merger, consolidation, transfer of all or 

substantially all assets or otherwise).

“Specified Taj Facilities” means the European ABL Facility, the Japan Term Loan and Credit 

Lines, and the TRU Asia Credit Lines.

“Specified Toys Delaware Facilities” means the Toys Delaware Term Loan DIP Facility and the 

Toys Delaware ABL DIP Facility.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is (i) by its terms subordinated in right of 

payment to the Notes, (ii) unsecured or (iii) secured by a Lien ranking junior to the Liens securing the 

Notes, and

(2) any Indebtedness of any Guarantor which is (i) by its terms subordinated in right 

of payment to the Guarantee of such entity of the Notes, (ii) unsecured or (iii) secured by a Lien ranking 

junior to the Liens securing such Guarantor’s Guarantee.

“Subordinated Intercompany Loans” means Subordinated Indebtedness of the Issuer, the CoIssuer or any Guarantor borrowed from Parent or any of its Subsidiaries (other than the Issuer or any of its 

Subsidiaries); provided that (a) such Subordinated Indebtedness constitutes debt for money borrowed in cash and 

(b) as of the date of incurrence, the interest rate or yield of such Subordinated Indebtedness is no less favorable to 

the Issuer, the Co-Issuer or such Guarantor than current market rates for comparable indebtedness of the Issuer, the 

Co-Issuer or such Guarantor, as determined in the good faith judgment of the Issuer.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, 

joint venture, limited liability company or similar entity) of which more than 50% of the total voting power 

of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the 

election of directors, managers or trustees thereof is at the time of determination owned or controlled, 

directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a 

combination thereof or is consolidated under GAAP with such Person at such time; and

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(2) any partnership, joint venture, limited liability company or similar entity of 

which

(x) more than 50% of the capital accounts, distribution rights, total equity 

and voting interests or general or limited partnership interests, as applicable, are owned or 

controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that 

Person or a combination thereof whether in the form of membership, general, special or limited 

partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a 

controlling general partner or otherwise controls such entity.

“Taxes” means all present and future taxes, levies, imposts, deductions, duties, assessment, fees, 

withholdings (including backup withholding) or other charges imposed by any government or taxing authority, 

including any interest, additions to tax or penalties with respect thereto.

“Toys Delaware” means Toys “R” Us-Delaware, Inc., and its successors and assigns (whether by 

merger, consolidation, sale of all or substantially all assets or otherwise).

“Toys Delaware ABL DIP Facility” means that certain ABL DIP facility governed by the 

superpriority secured debtor-in-SRVVHVVLRQFUHGLWDJUHHPHQWGDWHGDVRI6HSWHPEHU>Ɣ@DVDPHQGHG modified 

or otherwise supplemented from time to time) among Toys Delaware, as lead borrower for the borrowers named 

therein, the lenders party thereto, Toys “R” US (Canada) Ltd. Toys “R” US Canada Ltee, as the Canadian borrower, 

JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, JPMorgan Chase Bank, N.A. (acting 

through its Toronto branch), as Canadian agent, and the other agents and arrangers party thereto from time to time.

“Toys Delaware Term Loan DIP Facility” means that certain term loans DIP facility governed by 

the Debtor-in-3RVVHVVLRQ&UHGLW$JUHHPHQWGDWHGDVRI6HSWHPEHU>Ɣ@DVDPHQGHGPRGLILHGRURWKHUZLVH

supplemented from time to time) among Toys Delaware, as borrower, the lenders party thereto, NexBank SSA, as

administrative agent and as collateral agent.

“Toys Delaware Group” means Toys “R” Us-Delaware, Inc. and its Subsidiaries, excluding, for 

the avoidance of doubt, any member of the Issuer Group.

“Toys Delaware Term Loan Facility” means the Amended and Restated Credit Agreement, as 

amended, dated as of August 24, 2010, as amended October 24, 2014, by and among Toys Delaware, as borrower, 

Banc of America, N.A., as administrative agent and collateral agent and the other lenders party thereto, as may be 

further amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the 

original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, 

including any agreement extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any 

portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or 

agreements or increasing the amount loaned or issued thereunder or altering the maturity (provided that such 

increase in amount loaned or issued is permitted under Section 4.10 hereof).

“Toys (Labuan) Holding Limited Group” means Toys (Labuan) Holding Limited and its 

Restricted Subsidiaries. 

“Transfer Agent” means the Person specified in Section 2.03 hereof as the Transfer Agent, and 

any and all successors thereto, to receive on behalf of the Registrar any Notes for transfer or exchange pursuant to 

this Indenture.

“TRU Asia Credit Lines” means the agreements among Toys (Labuan) Holding Limited, and its 

successors and assigns, and various financial institutions relating to total uncommitted lines of credit of HKD 285, 

for ordinary course working capital purposes consistent with past practice, including any guarantees, collateral 

documents, instruments and agreements executed in connection therewith, and any amendments, supplements, 

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modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit 

facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or 

refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such 

replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters 

the maturity thereof (provided that such increase in borrowings is permitted under Section 4.10 hereof).

“TRU Canada Loans” loans from Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee to Toys 

Delaware.

“Trustee” means Wilmington Savings Fund Society, FSB, as trustee, until a successor replaces it 

in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“UK Group” means Toys “R” Us Holdings Limited and its Restricted Subsidiaries.

“UK Propco” means Toys “R” Us Properties (UK) Limited, its current or future Subsidiaries and 

its successors and assigns (whether by merger, consolidation, sale of all or substantially all assets or otherwise).

“UK Propco Debt” means that certain facility agreement between UK Propco and Debussy DTC 

Plc, dated March 28, 2013, as may be amended, restated, supplemented, waived, replaced (whether or not upon 

termination, and whether with Debussy DTC Plc or otherwise), restructured, repaid, refunded, refinanced or 

otherwise modified from time to time, including any agreement extending the maturity thereof, refinancing, 

replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or 

any successor or replacement agreement or agreements or increasing the amount loaned or issued thereunder or 

altering the maturity (provided that such increase in amount loaned or issued is permitted under Section 4.10 

hereof).

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not 

required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of 

Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in 

the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the 

Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the 

time entitled to vote in the election of the board of directors of such Person.

“Wayne Holdings” means Wayne Real Estate Parent Company LLC and its successors and assigns 

(whether by merger, consolidation, sale of all or substantially all assets or otherwise).

“Wayne Loans” loans from Wayne Holdings to Toys Delaware.

“Wayne Holdings Group” means Wayne Holdings and its Restricted Subsidiaries.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified 

Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to 

the date of each successive scheduled principal payment of such Indebtedness or redemption or similar 

payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such 

payment; by

(2) the sum of all such payments.

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“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the 

outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned, directly or 

indirectly, by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term Section

13-Week Forecast.................................................................................... 4.03(c)(1)

Additional Amounts ................................................................................ 4.17(a)

Affiliate Transaction................................................................................ 4.12(a)

Auditors................................................................................................... 12.02(b)(10)

Auditors’ Determination.......................................................................... 12.02(b)(10)

Australian Guarantor ............................................................................... 12.02(d)

Authentication Order............................................................................... 2.02

Bankruptcy Court .................................................................................... Recitals

Business Plan........................................................................................... 4.03(c)(3)

BVI Guarantor Entity .............................................................................. 12.02(c)

Capital Impairment.................................................................................. 12.02(b)(3)

Cases........................................................................................................ Recitals

CFC ......................................................................................................... 1.01

Co-Issuer ................................................................................................. Preamble

Covenant Defeasance .............................................................................. 0

Debtors .................................................................................................... Recitals

disposition ............................................................................................... 1.01

DTC......................................................................................................... 2.06(f)(2)

Event of Default ...................................................................................... 6.01(a)

FSHCO .................................................................................................... 1.01

German Guarantee................................................................................... 12.02(b)

German Guarantor................................................................................... 12.02(b)

GmbH ...................................................................................................... 12.02(b)

GmbHG ................................................................................................... 12.02(b)(3)

Guaranteed Obligations ........................................................................... 12.01

HGB ........................................................................................................ 12.02(b)(6)

incur......................................................................................................... 4.10(a)

incurrence ................................................................................................ 4.10(a)

Initial Notes ............................................................................................. Recitals

Interim Financing Order .......................................................................... Recitals

Interim Funding Date .............................................................................. Recitals

Issuer ....................................................................................................... Preamble

Issuer Affiliate Transaction ..................................................................... 4.12(c)

Issuer Refunding Capital Stock ............................................................... 4.07(c)(2)

Issuer Tax Distributions .......................................................................... 0

Issuer Tax Sharing Payments .................................................................. 4.12(d)(6)

Issuers...................................................................................................... Preamble

Legal Defeasance .................................................................................... 0

Management Notification........................................................................ 12.02(b)(4)

Minimum Liquidity Covenant................................................................. 4.21

Net Assets................................................................................................ 12.02(b)(6)

Note Register........................................................................................... 2.03

Notes........................................................................................................ Recitals

Parent....................................................................................................... Preamble

Paying Agent ........................................................................................... 2.03

Petition Date............................................................................................ Recitals

recursos propios....................................................................................... 12.02(g)

Refinancing Indebtedness........................................................................ 4.10(b)(12)

Refunding Capital Stock.......................................................................... 1.01(a)(2)

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Term Section

Registrar .................................................................................................. 2.03

Restricted Investments............................................................................. 1.01(a)(IV)

Restricted Payments ................................................................................ 1.01(a)(IV)

Retired Capital Stock............................................................................... 1.01(a)(2)

SECURITIES ACT ................................................................................. 2.06(f)(1)(A)

Significant Entities .................................................................................. 6.01(a)(6)

Spanish Company.................................................................................... 12.02(g)

Tax Jurisdiction ....................................................................................... 4.17(a)

Trustee..................................................................................................... 0

United States Guarantee .......................................................................... 12.02(a)

US Guarantor........................................................................................... 12.02(a)

Variance Report....................................................................................... 4.03(c)(2)

Section 1.03 [Reserved].

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in 

accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act or the Exchange Act 

shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to 

time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or 

“clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import 

refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(j) for the avoidance of doubt, any references to “interest” shall include any 

additional interest that may be payable;

(k) for purposes of this Indenture, unless otherwise specifically indicated, the term 

“consolidated” with respect to any Person refers to such Person on a consolidated basis in accordance with GAAP;

(l) the registered Holder of a Note shall be treated as its owner for all purposes; and

(m) this Indenture will not treat (1) unsecured Indebtedness as subordinated or junior 

to Secured Indebtedness merely because it is unsecured or (2) senior indebtedness as subordinated or junior to any 

other senior indebtedness merely because it has a junior priority with respect to the same collateral.

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In the event of a conflict between the provisions of Section 2.06 hereof and the Applicable 

Procedures, the Applicable Procedures shall control.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other 

action provided by this Indenture to be given or taken by Holders (including the Requisite Holder Designee) may be 

embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders 

(including the Requisite Holder Designee) in person or by an agent duly appointed in writing. Except as herein 

otherwise expressly provided, such action shall become effective when such instrument or instruments or record or 

both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any 

such instrument or of a writing appointing any such agent (including the Requisite Holder Designee), or the holding 

by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) 

conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or 

writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or 

other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such 

instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any 

legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the 

Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of 

the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other 

action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note 

issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action 

taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is 

made upon such Note.

(e) The Issuers may set a record date for purposes of determining the identity of 

Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, 

or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. 

Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in 

respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later 

of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the 

Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder 

with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or 

by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or 

any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to 

different parts of such principal amount pursuant to this clause (f) shall have the same effect as if given or taken by 

separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is 

the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, 

demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given 

or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial 

owners of interests in any such Global Note through such depositary’s standing instructions and customary

practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons 

who are beneficial owners of interests in any Global Note held by DTC (or its nominee) entitled under the 

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procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, 

demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given 

or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or 

proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, 

direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. 

No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective 

if made, given or taken more than 90 days after such record date.

ARTICLE II

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be 

substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by 

law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in 

minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of 

Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the 

Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A

attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in 

the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be 

specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that 

it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the 

aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or 

increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the 

amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 

be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the 

Holder thereof as required by Section 2.06 hereof.

(c) Notes offered and sold in reliance on Regulation S shall be issued initially in the 

form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes 

represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary 

or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or

Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Following the 

termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be 

exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable 

Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will 

cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary 

Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by 

adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection 

with transfers of interests therein as provided in this Indenture.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and 

delivered under this Indenture is $375,000,000.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a 

part of this Indenture and the Issuers, the Parent Guarantors, the Guarantors and the Trustee, by their execution and 

delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the 

extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this 

Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided 

in Section 4.11 hereof. The Notes shall not be redeemable, other than as provided in Article III.

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(e) Euroclear and Clearstream Procedures Applicable. The provisions of the 

“Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the 

“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be 

applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through 

Euroclear or Clearstream.

Section 2.02 Execution and Authentication. At least one Officer shall execute the Notes on 

behalf of each of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is 

authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any 

purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual 

signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and 

delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), 

authenticate and deliver the Initial Notes. The Trustee may appoint an authenticating agent acceptable to the Issuers 

to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each 

reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating 

agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent. The Issuers shall maintain an office or agency 

where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency 

where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes 

(“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or 

more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” 

includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to 

any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this 

Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act 

as such, acting solely for this purpose as an agent of the Issuers. The Issuers or any of their Subsidiaries may act as 

Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with 

respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent, Registrar and Transfer Agent 

for the Notes and the Registrar to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust. The Issuers shall require each Paying 

Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or 

the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the Notes, and 

will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, 

the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may 

require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying 

Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money. If the Issuer, the CoIssuer or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund 

for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization 

proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably 

practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the 

Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and 

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at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may 

reasonably require of the names and addresses of the Holders of Notes.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this 

Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary 

or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may 

not be exchanged for a Definitive Note unless (i) the Depositary notifies the Issuers that it is unwilling or unable to 

continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the 

Exchange Act and a successor depositary is not appointed by the Issuers within 90 days of such notice or (ii) there 

shall have occurred and be continuing an Event of Default with respect to the Notes (provided, however, that the 

Regulation S Temporary Global Note may not be exchanged for Definitive Notes prior to (1) the expiration of the 

Restricted Period and (2) the receipt by the Registrar of any certificates required by Rule 903). Upon the occurrence 

of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or 

beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by 

or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged 

or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and 

delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or 

Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except 

for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to 

Section 2.06(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this 

Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as 

provided in Section 2.06(b), (c) and (i) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer 

and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with 

the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes 

shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities 

Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) 

or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial 

interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a 

beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the 

Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of 

beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account 

or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who 

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or 

instructions shall be required to be delivered to the Registrar to effect the transfers described in this 

Section 2.06(b)(i).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global 

Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) 

hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a 

Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing 

the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the 

beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable 

Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable 

Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial 

interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing 

information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or 

exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or 

exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the 

Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon 

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satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in 

this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal 

amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A 

beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the 

form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of 

Section 2.06(b)(2) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial 

interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, 

including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial 

interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global 

Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note 

may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a 

Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange 

or transfer complies with the requirements of Section 2.06(b)(2) hereof and:

(A) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted 

Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global 

Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the 

certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted 

Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the 

form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of 

Exhibit B hereto, including the certifications in item (4) thereof;

and in each such case set forth in this subparagraph (A), if the Issuers or the Registrar so request or if the 

Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers to the 

effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on 

transfer contained herein and in the Private Placement Legend are no longer required in order to maintain 

compliance with the Securities Act; or

(B) such transfer is effected pursuant to an automatic exchange in 

accordance with Section 2.06(i) of this Indenture.

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an 

Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication 

Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes 

in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant 

to subparagraph (A) or (B) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to 

Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive 

Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial 

interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof 

in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in subsections (i) or 

(ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global 

Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder 

substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in 

accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in 

item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. 

Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of 

Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an 

exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate 

substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Issuer or 

any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the 

certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an 

effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, 

including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly 

pursuant to Section 2.06(g) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the 

Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note 

issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be 

registered in such name or names and in such authorized denomination or denominations as the holder of such 

beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect 

Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so 

registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to 

this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer 

contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to 

Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S

Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery 

thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the 

Registrar of any certificates required pursuant to Rule 903 under the Securities Act, except in the case of a transfer 

pursuant to an exemption for the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted 

Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest 

for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in 

the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of 

Section 2.06(a) hereof and if:

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(A) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted 

Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate 

from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) 

thereof; or

(2) if the holder of such beneficial interest in a Restricted 

Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the 

form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of 

Exhibit B hereto, including the certifications in item (4) thereof;

and in each such case set forth in this subparagraph (A), if the Issuers or the Registrar so request or if the Applicable 

Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such 

exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein 

and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; 

or

(B) such transfer is effected pursuant to an automatic exchange in 

accordance with Section 2.06(i) of this Indenture.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted 

Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such 

beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof 

in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of 

Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall 

cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to 

Section 2.06(g) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person 

designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in 

exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and 

in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the 

Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The 

Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any 

Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall not bear the 

Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global 

Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a 

Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the 

form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following 

documentation:

(A) if the Holder of such Restricted Definitive Note proposes to 

exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially 

in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB 

in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications 

in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a 

Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in 

the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(D) if such Restricted Definitive Note is being transferred pursuant 

to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate 

substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an 

Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the 

certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant 

to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B

hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal 

amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, 

the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted 

Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an 

Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the 

form of a beneficial interest in an Unrestricted Global Note only if:

(A) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to 

exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such 

Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to 

transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the 

Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, 

including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Issuers or the Registrar so request or if the 

Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuers and the 

Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions 

on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain 

compliance with the Securities Act; or

(B) such transfer is effected pursuant to an automatic exchange in 

accordance with Section 2.06(i) of this Indenture.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the 

Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the 

Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted 

Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an 

Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a 

beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or 

transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased 

the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant 

to subparagraph (2)(A) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers 

shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall 

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authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount 

of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request 

by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the 

Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or 

exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or 

accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder 

or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional 

certifications, documents and information, as applicable, required pursuant to the following provisions of this 

Section 2.06(e):

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any 

Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in 

the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance 

with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including 

the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 

then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) 

thereof; or

(C) if the transfer will be made pursuant to any other exemption 

from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of 

Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any 

Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or 

transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes 

proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder 

substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes 

proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted 

Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the 

certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Issuers or the Registrar so request, an 

Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or 

transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in 

the Private Placement Legend are no longer required in order to maintain compliance with the Securities 

Act; or

(B) such transfer is effected pursuant to an automatic exchange in 

accordance with Section 2.06(i) of this Indenture.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A 

Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form 

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of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register 

the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Legends.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global 

Note and each Definitive Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the 

legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND ARE NOT EXPECTED TO 

BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS 

AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED 

OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER 

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE 

MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A 

TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE

TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S 

UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM 

REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 

THEREUNDER (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, 

THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE 

ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), 

(4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT 

FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR 

(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 

SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES 

LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”

(B) Notwithstanding the foregoing, any Global Note or Definitive 

Note issued pursuant to subparagraph (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (i) of this Section 2.06 (and 

all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note shall bear a legend in 

substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE 

INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE 

BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO 

ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (i) THE TRUSTEE MAY 

MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO 

SECTION 2.06(g) OF THE INDENTURE, (ii) THIS GLOBAL NOTE MAY BE EXCHANGED 

IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, 

(iii) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR 

CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (iv) THIS 

GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE 

PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED 

IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE 

TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE 

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR 

ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH 

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR 

DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED 

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW 

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YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION 

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS 

REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE 

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 

IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN 

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE 

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST 

HEREIN.”

(3) Regulation S Temporary Global Note Legend. Each Regulation S 

Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, 

AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR 

DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 

NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S 

TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF 

INTEREST HEREON.”

(4) OID Legend. Notes issued with more than a de minimis amount of 

original issue discount shall bear a legend in substantially the following form (and, notwithstanding any in this 

Indenture to the contrary, may bear a separate CUSIP or other identification number in order to facilitate trading 

separately from other Notes of the same series): 

“THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. 

FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF ANY OID, THE ISSUE 

DATE AND THE YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY SENDING A 

WRITTEN REQUEST TO MICHAEL SHORT, EXECUTIVE PRESIDENT AND CHIEF FINANCIAL 

OFFICER, TOYS “R” US, INC., ONE GEOFFREY WAY, WAYNE, NEW JERSEY 07470.” 

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial 

interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been 

redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained 

and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any 

beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the 

form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes 

represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global 

Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the 

beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a 

beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an 

endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee 

to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Issuers shall 

execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication 

Order in accordance with Section 2.02 hereof or at the Trustee’s or the Registrar’s request.

(2) No service charge shall be made to a holder of a beneficial interest in a 

Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may 

require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection 

therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer 

pursuant to Sections 2.07, 2.10, 4.11, 4.15 and 9.05 hereof).

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(3) Neither the Registrar nor the Issuers shall be required to register the 

transfer of or exchange any Note selected for redemption in whole or in part, or tendered (and not withdrawn) for 

repurchase in connection with an Asset Sale Offer, a Repurchase Offer or other tender offer except the unredeemed 

or unrepurchased portion of any Note being redeemed or repurchased in part.

(4) All Global Notes and Definitive Notes issued upon any registration of 

transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the 

same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes 

surrendered upon such registration of transfer or exchange.

(5) The Issuers shall not be required (A) to issue, to register the transfer of 

or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any 

selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of 

selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, 

except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a 

Note between a Record Date and the next succeeding Interest Payment Date.

(6) Prior to due presentment for the registration of a transfer of any Note, 

the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the 

absolute owner of such Note for the purpose of receiving payment of principal of (and premium) and interest on 

such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice 

to the contrary.

(7) Upon surrender for registration of transfer of any Note at the office or 

agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall 

authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any 

authorized denomination or denominations of a like aggregate principal amount.

(8) At the option of the Holder, Notes may be exchanged for other Notes of 

any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to 

be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for 

exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and 

Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of 

Section 2.02 hereof.

(9) All certifications, certificates and Opinions of Counsel required to be 

submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be 

submitted by facsimile or PDF.

(i) Automatic Exchange from Restricted Global Note to Unrestricted Global Note.

At the option of the Issuers and upon compliance with the following procedures, beneficial interests in a Restricted 

Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such 

exchange, the Issuers shall (i) provide written notice to the Trustee instructing the Trustee to direct the Depositary to 

transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an 

Unrestricted Global Note and provide the Depositary with all such information as is necessary for the Depositary to 

appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of 

such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the 

relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ 

beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(i), the 

Trustee shall be entitled to receive from the Issuers, and rely upon conclusively without any liability, an Officer’s 

Certificate and an Opinion of Counsel of the Issuers, in form reasonably satisfactory to the Trustee, to the effect that 

such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the 

Securities Act. The Issuers may request from Holders such information it reasonably determines is required in order 

to be able to deliver such Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests 

pursuant to this Section 2.06(i), the Registrar shall reflect on its books and records the date of such transfer and a 

decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the 

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Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following 

any such transfer pursuant to this Section 2.06(i) of all of the beneficial interests in a Restricted Global Note, such 

Restricted Global Note shall be cancelled.

(j) The Trustee shall have no responsibility or obligation to any Depositary 

Participant or beneficial owner of interests in any Global Notes or other Person with respect to the accuracy of the 

records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership 

interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person 

(other than the Depositary) of any notice (including any notice of optional redemption) or the payment of any 

amount, under or with respect to such Notes.

(k) The Trustee shall have no obligation or duty to monitor, determine or inquire as 

to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to 

any transfer of any interest in any Note (including any transfers between or among Depositary Participants or 

beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other 

documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, 

this Indenture, and to examine the same to determine substantial compliance as to form with the express 

requirements hereof.

(l) Neither the Trustee nor any Agent shall have any responsibility for any actions 

taken or not taken by the Depositary.

Section 2.07 Replacement Notes. If any mutilated Note is surrendered to the Trustee, the 

Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or 

theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate 

a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is 

sufficient in the judgment of the Trustee to protect the Trustee and its Agents and any authentication Agent, and in 

the judgment of the Issuers to protect the Issuers and its Agents, from any loss that any of them may suffer if a Note 

is replaced. The Issuers and/or the Trustee may charge for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the 

benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes. The Notes outstanding at any time are all the Notes 

authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions 

in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described 

in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be 

outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee 

receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be 

outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a 

redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date 

such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes. In determining whether the Holders of the required principal 

amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Guarantor, or 

by any Affiliate of the Issuer or any Guarantor, will be considered as though not outstanding, except that for the 

purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, 

only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so 

owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction 

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of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that 

the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

Section 2.10 Temporary Notes. Until certificates representing Notes are ready for delivery, 

the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary 

Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the 

Issuers considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without 

unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for 

temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of 

the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation. The Issuers at any time may deliver Notes to the Trustee for 

cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for 

registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the 

Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, 

replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the 

Exchange Act and the Trustee’s customary procedures). Certification of the destruction of all cancelled Notes shall 

be delivered to the Issuers upon the Issuers’ request. The Issuers may not issue new Notes to replace Notes that it 

has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest. If the Issuers default in a payment of interest on the Notes, 

the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the 

defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate 

provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of 

defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the 

Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in 

respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the 

date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled 

to such defaulted interest as provided in this Section 2.12. The Issuers shall fix or cause to be fixed each such 

special record date and payment date; provided that no such special record date shall be less than 10 days prior to the 

related payment date for such defaulted interest. The Issuers shall promptly notify the Trustee of such special record 

date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the 

Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, or 

otherwise send electronically, to each Holder a notice at his or her address as it appears in the Note Register that 

states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note 

delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall 

carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP and ISIN Numbers. The Issuers in issuing the Notes may use CUSIP 

and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in 

notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is 

made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of 

redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any 

such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as 

practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

ARTICLE III

REDEMPTION

Section 3.01 Notices to Trustee. If the Issuers elect to redeem Notes pursuant to Section 3.07 

hereof, they shall furnish to the Trustee, at least two Business Days (unless a shorter notice shall be agreed to by the 

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Trustee) before notice of redemption is required to be sent or caused to be sent to Holders pursuant to Section 3.03 

hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph 

or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the 

redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price (if then 

determined and otherwise the method of determination).

Section 3.02 Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes, 

are to be redeemed or purchased in an offer to purchase at any time, the Registrar and Paying Agent shall select the 

Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange and the Registrar 

and Paying Agent are informed of such listing, in compliance with the requirements of the principal national 

securities exchange on which the Notes are listed, (b) on a pro rata basis to the extent practicable or (c) by lot or by 

such other method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, 

the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 

30 nor more than 60 days prior to the redemption date by the Registrar and Paying Agent from the outstanding 

Notes not previously called for redemption or purchase.

The Registrar and Paying Agent shall promptly notify the Issuers in writing of the Notes selected 

for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal 

amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or 

whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, except that if all of 

the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, 

even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in 

the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply 

to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption. The Issuers shall deliver electronically, mail or cause to 

be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days 

before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or 

otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 

60 days prior to a Redemption Date if the notice is issued in connection with Article XIII hereof.

The notice shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of 

that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or 

Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness 

to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original 

Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to 

collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on 

Notes called for redemption ceases to accrue on and after the Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture 

pursuant to which the Notes called for redemption are being redeemed;

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(h) that no representation is made as to the correctness or accuracy of the CUSIP 

and/or ISIN number, if any, listed in such notice or printed on the Notes; and

(i) any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at 

its expense; provided that the Issuers shall have delivered to the Trustee, at least two Business Days before notice of 

redemption is required to be delivered, mailed or caused to be mailed to Holders pursuant to this Section 3.03 

(unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give 

such notice and a copy of the notice of redemption that sets forth the information to be stated in such notice as 

provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed or 

delivered in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable 

on the Redemption Date at the redemption price (except as provided for in Section 3.07(e) hereof). The notice, if 

mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not 

the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the 

Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for 

the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases 

to accrue on Notes or portions thereof called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price. Prior to 10:00 a.m. (New York City 

time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money 

sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or 

purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited 

with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or 

purchase price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption 

or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or 

purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest 

Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in 

whose name such Note was registered at the close of business on such Record Date. If any Note called for 

redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the 

Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption 

or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or 

purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 

hereof.

Section 3.06 Notes Redeemed or Purchased in Part. Upon surrender of a Note that is 

redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense 

of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note 

surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new 

Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood 

that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of 

Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) Except as set forth below and in Section 4.11, the Issuers will not be entitled to 

redeem or prepay Notes.

(b) [Reserved].

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(c) The Issuers may redeem the Notes, in whole or in part, upon notice as described 

in Section 3.03, at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus 

accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of 

Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(d) [Reserved].

(e) Any notice of any redemption may be given prior to the redemption thereof, and 

any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, 

including, but not limited to, any corporate or financing transaction.

(f) If the Issuers redeem less than all of the outstanding Notes, the Registrar and 

Paying Agent shall select the Notes to be redeemed in the manner described under Section 3.02 hereof.

(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the 

provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption. The Issuers will not be required to make any 

mandatory redemption or sinking fund payments with respect to the Notes except for as provided in Sections 3.09 

and 4.11 hereof.

Section 3.09 Asset Sales.

(a) In the event that, pursuant to Section 4.11 hereof, the Issuers shall be required to 

commence an Asset Sale Offer, they shall follow the procedures specified below. 

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days 

following its commencement and no longer, except to the extent that a longer period is required by applicable law 

(the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase 

Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes (on a pro rata 

basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset 

Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

(c) If the Purchase Date is on or after a Record Date and on or before the related 

Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid 

to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional 

interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall deliver 

electronically or send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall 

contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale 

Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale 

Offer, shall state: 

(i) that the Asset Sale Offer is being made pursuant to this 

Section 3.09 and Section 4.11 hereof and the length of time the 

Asset Sale Offer shall remain open; 

(ii) the Offer Amount, the purchase price and the Purchase Date; 

(iii) that any Note not tendered or accepted for payment shall 

continue to accrue interest; 

(iv) that, unless the Issuers default in making such payment, any Note 

accepted for payment pursuant to the Asset Sale Offer shall cease 

to accrue interest on and after the Purchase Date; 

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(v) that Holders electing to have a Note purchased pursuant to an 

Asset Sale Offer may elect to have Notes purchased in the 

minimum amount of $2,000 or an integral multiple of $1,000 in 

excess thereof only; 

(vi) that Holders electing to have a Note purchased pursuant to any 

Asset Sale Offer shall be required to surrender the Note, with the 

form entitled “Option of Holder to Elect Purchase” attached to 

the Note completed, or transfer by book-entry transfer, to the 

Issuers, the Depositary, if appointed by the Issuers, or a Paying 

Agent at the address specified in the notice at least three days 

before the Purchase Date; 

(vii) that Holders shall be entitled to withdraw their election if the 

Issuers, the Depositary or the Paying Agent, as the case may be, 

receives, not later than the expiration of the Offer Period, a 

facsimile transmission or letter setting forth the name of the 

Holder, the principal amount of the Note the Holder delivered for 

purchase and a statement that such Holder is withdrawing his 

election to have such Note purchased; 

(viii) that, if the aggregate principal amount of Notes surrendered by 

the holders thereof exceeds the Offer Amount, the Trustee shall 

select the Notes to be purchased on a pro rata basis based on the 

accreted value or principal amount of the Notes (with such 

adjustments as may be deemed appropriate by the Trustee so that 

only Notes of authorized denominations remain outstanding; and 

(ix) that Holders whose Notes were purchased only in part shall be 

issued new Notes equal in principal amount to the unpurchased 

portion of the Notes surrendered (or transferred by book-entry 

transfer) representing the same indebtedness to the extent not 

repurchased. 

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept 

for payment, on a pro rata basis to the extent necessary, subject to Section 3.09(b), the Offer Amount of Notes or 

portions thereof validly tendered pursuant to the Asset Sale Offer or, if less than the Offer Amount has been 

tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted 

together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so 

tendered. 

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall 

promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly 

tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, 

and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be 

transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this 

Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate 

and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered 

representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a 

principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be 

promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of 

the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

(g) Other than as specifically provided in this Section 3.09 or Section 4.11, any 

purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 

3.06 hereof.

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ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes. The Issuers shall pay or cause to be paid the principal of, 

premium and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium and 

interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary, holds 

as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and 

designated for and sufficient to pay all principal, premium and interest then due.

The Issuers shall pay interest (including post-petition interest in any proceeding under any 

Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent 

lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on 

overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency. The Issuers shall maintain an office or 

agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes 

may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the 

Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the 

Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail 

to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such 

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the 

Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such 

designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their 

obligation to maintain an office or agency for such purposes. The Issuers shall give prompt written notice to the 

Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the office of the Registrar at the address specified in Section 14.02 

hereof (or such other address as to which the Registrar may give notice to the Holders and the Issuer) as one such 

office or agency of the Issuers in accordance with Section 2.03 hereof; provided that, the office of the Registrar shall 

not be an office or agency of the Issuers for purposes of service of legal process on the Issuers.

Section 4.03 Reports and Other Information. So long as any Notes are outstanding, whether

or not required by the rules and regulations of the SEC, the Parent shall furnish without cost to each Holder of Notes 

and file with the Trustee and make available on the website referred to in clause (d) of the Section 4.03 below to the 

extent required therein:

(a) all quarterly and annual financial information (excluding exhibits) that would be 

required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Parent were required to file such 

Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that 

describes the financial condition and results of operations of the Parent and its consolidated Subsidiaries and, with 

respect to the annual information only, a report thereon by the Parent’s certified independent accounts; and

(b) the information (excluding exhibits) required to be contained in all current 

reports that would be required to be filed with the SEC on Form 8-K if the Parent were required to file such reports,

in each case within the time periods specified in the SEC’s rules and regulations if the Parent were a “nonaccelerated filer” as defined in the applicable rules and regulations of the SEC; provided, however that the 

provisions of this paragraph shall be satisfied if the Parent files reports containing such information with the SEC 

within the time periods required by the applicable SEC rules and regulations for “non-accelerated filers.”

In addition, the Parent will include in the annual and quarterly reports described in Section 4.03(a)

hereof, or otherwise furnish or file with the SEC, annual financial information for the most recently completed fiscal 

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year and quarterly financial information for the most recently completed fiscal quarter and interim period, in each 

case for the Issuer or for Toys “R” Us, Europe, LLC or any other parent company of the Issuer that is a subsidiary of 

the Parent, substantially consistent with the presentation of such financial information in the Offering Memorandum 

under the caption “Summary Historical Condensed Consolidated Financial Data”; provided that such financial 

information may be presented for TRU Europe LLC or any other such parent company, in lieu of the Issuer, only if 

(i) the Issuer is a Wholly-Owned Subsidiary of Toys “R” Us, Europe, LLC or such other parent company and 

(ii) Toys “R” Us, Europe, LLC or such other parent company has no material assets or operations other than in 

connection with acting as a direct or indirect holding company for the Issuer.

Notwithstanding the foregoing, no such reports shall be required to comply with (a) sections 302, 

906 and 404 of the Sarbanes-Oxley Act of 2002 and Items 307, 308 and 402 of Regulation S-K, (b) Regulation G 

under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information 

contained therein or (c) Rule 3-10 or Rule 3-16 of Regulation S-X (including, without limitation, Rule 3-10(a) to the 

extent such Rule would otherwise require the provision of financial statements of the Issuer or any Guarantor other 

than consolidated financial statements of the Parent).

For so long as any Notes remain outstanding, the Issuer shall furnish to the Holders and to 

securities analysts, market makers and bona fide prospective investors that certify that they are qualified institutional 

buyers, upon their request, the information described above as well as, so long as the Notes constitute “restricted 

securities” as defined in Rule 144(a)(3) under the Securities Act, all information required to be delivered pursuant to 

Rule 144A(d)(4) under the Securities Act.

Notwithstanding anything herein to the contrary, the Parent will file the reports and financial 

information specified in clauses (a) and (b) of this Section 4.03 with the SEC, unless the SEC will not accept such 

filings. The Parent will not take any action for the purpose of causing the SEC not to accept such filings. If the SEC 

will not accept such filings, the Parent shall maintain a website to which all of the reports and press releases required 

by this Section 4.03 are posted. It shall be understood that for the purposes of this Section 4.03, the filing by any 

direct or indirect parent of the Parent with the SEC of the required information shall constitute a filing by the Parent.

The Parent shall also hold a quarterly conference call to discuss the financial results of the Parent 

with Holders. Such conference call may be part of or separate from any conference call relating to the financial 

results of any of the Parent’s Subsidiaries. The conference call shall not be later than five Business Days from the 

date on which the Parent would be required to file its annual or quarterly report with the SEC if the Parent were a 

“non-accelerated filer” as defined in the applicable rules and regulations of the SEC. No fewer than two days prior 

to the conference call, the Parent shall issue a press release to the appropriate wire services announcing the time, 

date and access details of such conference call.

If at any time any direct or indirect parent of the Parent becomes a Guarantor (there being no 

obligation of any such parent to do so), the reports, information and other documents required to be furnished to 

Holders of the Notes and the Trustee pursuant to this Section 4.03 may, at the option of the Parent, be furnished by 

and be those of such parent rather than the Parent; provided that the same is accompanied by consolidating 

information that explains in reasonable detail the differences between the information relating to such parent and its 

subsidiaries other than the Parent and its Subsidiaries, on the one hand, and the information relating to the Parent 

and its Subsidiaries, on the other hand.

(c) In addition, the Issuer will provide without cost to the Holders on the website 

referred to in clause (d) of the Section 4.03 below, to the extent such information is not substantially identical to 

information provided to the lenders under the Specified Toys Delaware Facilities:

(1) on or before the last Business Day of each 4-week period, commencing 

with the 4-week period ending December 31, 2017, a 13-week cash flow forecast (each, a “13-Week Forecast”) with 

respect to the Issuer and its Subsidiaries for the current week and the immediately following consecutive 12 weeks 

(collectively 13 weeks), set forth on a weekly basis in form and substance substance reasonably satisfactory to the 

Requisite Holders;

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(2) concurrently with the delivery of every 13-Week Forecast, a variance 

report (each, a “Variance Report”) for any prior 4-week period included in the latest 13-Week Forecast delivered 

pursuant to clause (1) above, (A) showing, for each week, actual results for the following items: (i) total net cash 

receipts and (ii) total net cash disbursements and (B) noting therein variances on a rolling 4-week and cumulative 

period from projected values set forth for such period in the relevant 13-Week Forecast and (C) providing an 

explanation for all material variances, certified by a responsible financial Officer of the Issuer;

(3) once each calendar year, any Multiemployer Plan to which the Issuer or 

any of its Subsidiaries has an obligation to contribute and any documents or notices described in Sections 101(k) and 

(l) of ERISA with respect to any Multiemployer Plan and relating to Issuer, its Subsidiaries or any Affiliate thereof;

(4) promptly, such additional financial and other information as the 

Requisite Holders may from time to time reasonably request; 

(5) on the last Business Day of each week commencing with the first full 

week after the Issue Date, a certificate of a responsible financial Officer of the Issuer confirming compliance with 

the Minimum Liquidity Covenant; and

(6) copies of all reports or other materials provided to lenders under the 

Toys Delaware Term Loan DIP Facility that are provided to “public side” lenders, at the time such reports or other 

materials are provided.

(d) So long as any Notes are outstanding, the Issuers will also maintain a website to 

which beneficial owners of the Notes or prospective purchasers of beneficial ownership of the Notes are given 

access (subject to reasonable confidentiality restrictions) and to which all of the reports and other information 

required by this “Reports and Other Information” covenant are posted, unless they are otherwise publicly filed with 

the SEC, and the posting of such reports to such website shall satisfy the above reporting requirements. Such 

website may be password protected so long as such password is made available to beneficial owners of the Notes 

and bona fide prospective purchasers of beneficial ownership of the Notes.

(e) Reports by the Parent delivered to the Trustee should be considered for 

informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any 

information contained therein or determinable from information contained therein, including the Issuers’ or the 

Parent’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on 

Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, 

the Parent’s or the Issuers’ compliance with the covenants described herein or with respect to any reports or other 

documents filed with the SEC or EDGAR or posted on any website under this Indenture, or participate in any 

conference calls.

Section 4.04 Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal 

year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or 

principal accounting officer stating that a review of the activities of the Parent and Restricted Subsidiaries of the 

Parent during the preceding fiscal year has been made under the supervision of the signing Officer with a view to 

determining whether the Issuers, the Parent Guarantors and the Guarantors have kept, observed, performed and 

fulfilled their obligations under this Indenture (including obligations with respect to Restricted Subsidiaries), and 

further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers, the 

Parent Guarantors and the Guarantors have kept, observed, performed and fulfilled each and every condition and 

covenant contained in this Indenture (including with respect to Restricted Subsidiaries) and are not in default in the 

performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (including 

obligations with respect to Restricted Subsidiaries), or, if a Default shall have occurred, describing all such Defaults 

of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto.

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(b) When any Default has occurred and is continuing under this Indenture, or if the 

Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes 

any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five 

Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s 

Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Section 4.05 Taxes. The Parent shall pay, and shall cause each of its Restricted Subsidiaries 

to pay, prior to delinquency, all material taxes, assessments, and governmental levies (formally due) except such as 

are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such 

payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws. The Issuer, the Co-Issuer, the Parent 

Guarantors and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at 

any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, 

extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the 

performance of this Indenture; and the Issuer, the Co-Issuer, the Parent Guarantors and each of the Guarantors (to 

the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and 

covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein 

granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been 

enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, 

directly or indirectly:

(I) declare or pay any dividend or make any other distribution on account 

of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable 

in connection with any merger or consolidation (other than (A) dividends or distributions by the Parent payable in 

Equity Interests (other than Disqualified Stock) of the Parent, (B) dividends or distributions by a Restricted 

Subsidiary payable to the Parent or any other Restricted Subsidiary, or (C), in the case of any dividend or 

distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a 

Wholly-Owned Subsidiary, pro rata dividends or distributions to minority stockholders of such Restricted 

Subsidiary (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation); 

provided that the Parent or one of its Restricted Subsidiaries receives at least its pro rata share of such dividend or 

distribution in accordance with its Equity Interests in such class or series of securities);

(II) purchase, redeem or otherwise acquire or retire for value any Equity 

Interests of the Parent or any direct or indirect parent entity of the Parent held by any Person (other than by a 

Restricted Subsidiary), including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or 

otherwise acquire or retire for value, in each case prior to any scheduled payment or scheduled maturity, any 

Subordinated Indebtedness, other than the payment, redemption, repurchase, defeasance, acquisition or retirement of 

any such Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or 

final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeaseance, 

acquisition or retirement; or

(IV) make any Investment that is not a Permitted Investment (“Restricted 

Investments”);

(all such payments and other actions set forth in these clauses (I) through (IV) being collectively referred to as 

“Restricted Payments”).

(b) The provisions of Section 4.07(a) shall not prohibit:

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(1) [the payment of any dividend or other distribution within 60 days after 

the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions 

of this Indenture;]1

(2) (a) the redemption, repurchase, retirement or other acquisition of any 

Equity Interests of the Parent or any direct or indirect parent company of the Parent (“Retired Capital Stock”) in 

exchange for or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted 

Subsidiary or the Parent) of Equity Interests of the Parent or contributions to the equity capital of the Parent (in each 

case, other than Disqualified Stock) (“Refunding Capital Stock”); or (b) the repayment, redemption, repurchase, 

retirement or other acquisition of any Subordinated Indebtedness with the net cash proceeds from a substantially 

concurrent incurrence of Refinancing Indebtedness or with the net cash proceeds of Refunding Capital Stock;

(3) [Reserved];

(4) [Reserved];

(5) repurchases of Equity Interests deemed to occur upon exercise of stock 

options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants ;

(6) [Reserved];

(7) the declaration and payment of dividends or distributions to, or the 

marking of loans to, a direct or indirect parent Person of the Issuer to enable such parent to pay income, franchise, 

and other similar taxes attributable to the Issuer and its Subsidiaries, provided, that, the sum of (x) amounts 

distributed pursuant to this clause (the “Issuer Tax Distributions”) in any tax year (or portion thereof) plus (y) the 

amount of Issuer Tax Sharing Payments for each tax year (if any) shall not exceed the Issuer Tax Amount for such 

tax year (or portion thereof); or

(8) cash payments in lieu of the issuance of fractional shares in connection 

with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the 

Parent; provided that any such cash payment shall not be for the purpose of evading the limitation of this 

Section 4.07 (as determined in good faith by the Board of Directors of the Parent).

(c) Notwithstanding any of the foregoing to the contrary, the Issuer will not, and

will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any other distribution on account 

of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, for the avoidance of doubt, the 

payment, redemption, repurchase, defeasance, acquisition or retirement of Indebtedness of the Parent or any of its 

Affiliates, other than the Issuer and its controlled Affiliates, or the payment of any dividend or distribution on or the 

purchase, redemption or retirement for value of the Equity Interests of the Parent or any of its Affiliates, other than 

the Issuer and its controlled Affiliates), including any dividend or distribution payable in connection with any 

merger or consolidation (other than (A) dividends or distributions by the Issuer payable in Equity Interests (other 

than Disqualified Stock) of the Issuer, (B) dividends or distributions by a Restricted Subsidiary of the Issuer payable 

to the Issuer or any other Restricted Subsidiary of the Issuer, or (C), in the case of any dividend or distribution 

payable on or in respect of any class or series of securities issued by a Restricted Subsidiary of the Issuer other than 

a Wholly-Owned Subsidiary, pro rata dividends or distributions to minority stockholders of such Restricted 

Subsidiary (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation); 

provided that the Issuer or one of its Restricted Subsidiaries receives at least its pro rata share of such dividend or 

distribution in accordance with its Equity Interests in such class or series of securities);

1 NTD: Is this applicable?

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(II) purchase, redeem or otherwise acquire or retire for value any Equity 

Interests of the Issuer or any direct or indirect parent entity of the Issuer held by any Person (other than by a 

Restricted Subsidiary of the Issuer), in each case including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or 

otherwise acquire or retire for value, in each case prior to any scheduled payment or scheduled maturity, any 

Subordinated Indebtedness, or Indebtedness of the Issuer or any Guarantor or Parent Guarantor (other than the 

Parent) that is unsecured or secured on a junior basis relative to the Notes or the Guarantee of such Guarantor or 

Parent Guarantor, other than the payment, redemption, repurchase, defeasance, acquisition or retirement of any such 

Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final 

maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeaseance, 

acquisition or retirement; or

(IV) make any Restricted Investments,

(it being understood that, where the term “Restricted Payments” is used with respect to the Issuer or its Restricted 

Subsidiaries, the foregoing payments shall be “Restricted Payments”), other than:

(1) the payment of any dividend or other distribution within 60 days after 

the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions 

of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any 

Equity Interests of the Issuer or any direct or indirect parent company of the Issuer in exchange for or out of the net 

cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Issuer) of Equity 

Interests of the Issuer or contributions to the equity capital of the Issuer (in each case, other than Disqualified Stock) 

(“Issuer Refunding Capital Stock”); or (b) the repayment, redemption, repurchase, retirement or other acquisition of 

any Subordinated Indebtedness with the net cash proceeds from a substantially concurrent incurrence of Refinancing 

Indebtedness or with the net cash proceeds of Issuer Refunding Capital Stock;

(3) [Reserved];

(4) the declaration and payment of dividends to holders of any class or 

series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in accordance with 

Section 4.10 hereof;

(5) [Reserved];

(6) the declaration and payment of Issuer Tax Distributions, provided, that, 

the sum of (x) Issuer Tax Distributions in any tax year (or portion thereof) plus (y) the amount of Issuer Tax Sharing 

Payments for each tax year (if any) shall not exceed the Issuer Tax Amount for such tax year (or portion thereof); 

(7) the declaration and payment of dividends to, or the making of loans to, 

a direct or indirect parent Person of the Issuer in amounts required for such Person to pay, without duplication: 

(A) franchise and excise taxes and other fees, taxes and expenses 

required to maintain the corporate or other existence of such Person; 

(B) customary salary, bonus, severance, indemnification 

obligations and other benefits payable to officers and employees of such Person; 

(C) general corporate overhead and operating expenses of such 

Person; 

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(D) reasonable fees and expenses incurred in connection with any 

unsuccessful debt or equity offering or other financing transaction by such Person; 

(E) audit costs, professional fees and expenses and other costs 

incurred in connection with reporting obligations under or otherwise incurred in connection with compliance with 

applicable law (including applicable rules or regulations of any governmental, regulatory or self-regulatory body or

stock exchange); 

(F) [Reserved]; 

(G) obligations under or in respect of director and officer 

insurance policies or indemnification obligations to directors or officers and directors’ fees and expenses; and 

(H) trade payables and other operating expenses incurred in the 

ordinary course of business and attributable to the operations of the Issuer and its Restricted Subsidiaries and which 

are reasonably expected to be, and appropriately should be payable by, the Issuer and its Restricted Subsidiaries; 

provided, that the aggregate amount of Restricted Payments made in any twelve-month period pursuant to this 

clause (7) shall not exceed $5.0 million.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date 

of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or such 

Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets 

or securities that are required to be valued by this Section 4.07 will be determined in good faith by the Board of 

Directors of the Parent, in the case of a Restricted Payment by the Parent or its Restricted Subsidiaries (other than 

the Issuer or its Restricted Subsidiaries), or the Board of Directors of the Issuer (in the case of a Restricted Payment 

by the Issuer or its Restricted Subsidiaries). Such determination must be based upon an opinion or appraisal issued 

by an Independent Financial Advisor if the fair market value exceeds $25.0 million.

The Parent and its Restricted Subsidiaries shall not, directly or indirectly, use Downstream 

Investments to make Restricted Junior Payments and the Issuer and its Restricted Subsidiaries shall not, directly or 

indirectly, use Downstream Investments to make the payments restricted by clauses (I), (II) or (III) of 

Section 4.07(c).

Section 4.08 Certain Investment and Use of Proceeds Limitations. Notwithstanding anything 

to the contrary in this Indenture:

(a) In no event may Investments be made, directly or indirectly (including by means 

of a merger or consolidation or an Investment in another Person), by Parent or any of its Restricted Subsidiaries in 

the UK Group (or any Person in which a Person in the UK Group has made an Investment), other than (A) 

Investments made pursuant to clause (19) of the definition of “Permitted Investments” and (B) Investments made by 

a member of the UK Group in another member of the UK Group;

(b) In no event may Investments be made, directly or indirectly (including by means 

of a merger or consolidation or an Investment in another Person), by Parent or any of its Restricted Subsidiaries in 

the UK Propco Group (or any Person in which an entity in the UK Propco Group has made an Investment);

(c) In no event may Investments be made, directly or indirectly (including by means 

of a merger or consolidation or an Investment in another Person), by Parent or its Restricted Subsidiaries (other than 

Toys Delaware and its Restricted Subsidiaries), in the Wayne Holdings Group (or any Person in which the Wayne 

Holdings Group has made an Investment), other than Investments made by a member of the Wayne Holdings Group 

in another member of the Wayne Holdings Group;

(d) If any Investments in the UK Group made pursuant to clause (19) of the 

definition of “Permitted Investments” are outstanding in excess of $10.0 million, the Issuer agrees to provide the 

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Holders on a “public-side” basis with a summary statement regarding the financial condition, results of operations, 

cash flows, outstanding indebtedness and cash position of the UK Group for each completed fiscal month;

(e) In no event may any payments be made, directly or indirectly (including by 

means of a merger or consolidation or an Investment in another Person), by the Issuer and its Restricted Subsidiaries 

to any members of the TR\V'HODZDUH*URXSXVLQJWKHQHWSURFHHGVRIWKH1RWHVRWKHUWKDQ>Ɣ@PLOOLRQLQUHVSHFW

of intellectual property licensing fees paid pursuant to Intellectual Property Licenses and payments pursuant to 

ITASSA;

(f) Until the European ABL Obligors have become Guarantors and have granted 

and perfected second-priority Liens on their property and assets securing the Note Obligations pursuant to the 

Agreed Guarantee and Security Principles, the Issuer and its Restricted Subsidiaries may not make Investments in 

any of the European ABL Obligors with proceeds of the Notes, other than (A) up to $75.0 million of net proceeds of 

the Notes to be lent to the European ABL Obligors pursuant to the Agreed On-Lending Principles (including, for the 

avoidance of doubt, any Investments made pursuant to clause (19) of the definition of “Permitted Investments”), (B) 

to European ABL Obligors who have granted and perfected Liens on their property and assets to secure the Note 

Obligations and (C) Investments made by a European ABL Obligor in another European ABL Obligor; 

(g) If permitted by the Requisite Holders, in accordance with the provisions of the 

Escrow Agreement, Issuer may withdraw up to $35.0 million of cash from the Escrow Account for use in 

connection with the ordinary course working capital needs of the Issuer and its Restricted Subsidiaries during the 

2017 holiday season; provided that, if any such withdrawals are made, the Issuer or any of its Restricted Subsidiaries 

shall deposit an amount of cash equal to the aggregate amount of such withdrawals in the Escrow Account not later 

than January 31, 2018.

Section 4.09 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, 

directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance 

or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Parent or any 

of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or 

measured by, its profits, or

(B) pay any Indebtedness owed to the Parent or any of its 

Restricted Subsidiaries;

(2) make loans or advances to the Parent or any of its Restricted 

Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Parent or any 

of its Restricted Subsidiaries.

(b) The restrictions in Section 4.09(a) hereof shall not apply to encumbrances or 

restrictions existing under or by reason of:

(1) (a)(i) contractual encumbrances or restrictions in effect on the Issue 

Date, including pursuant to all outstanding Indebtedness of the Parent and its Restricted Subsidiaries and the related 

documentation and (ii) contractual encumbrances or restrictions entered into or modified after the Issue Date to the 

extent the Issuer determines that such encumbrance or restriction will not materially impair the Issuer’s ability to 

make payments under the Notes when due;

(2) this Indenture, the Notes and the Security Documents;

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(3) purchase money obligations for property acquired in the ordinary 

course of business (including Capitalized Lease Obligations) that impose restrictions of the nature discussed in 

Section 4.09(a)(3) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Parent 

or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), 

which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other 

than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with 

respect to a Subsidiary of the Parent pursuant to an agreement that has been entered into for the sale or disposition of 

all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness that limits the right of the debtor to dispose of the 

assets securing such Indebtedness that is otherwise permitted to be incurred pursuant to Section 4.10 hereof and 

Section 4.13 hereof;

(8) restrictions on cash or other deposits or net worth imposed by 

customers under contracts entered into in the ordinary course of business;

(9) customary provisions in joint venture agreements and other similar 

agreements relating solely to such joint venture;

(10) customary provisions contained in leases or licenses of intellectual 

property and other agreements, in each case, entered into in the ordinary course of business;

(11) any encumbrances or restrictions of the type referred to in clauses (1), 

(2) and (3) of Section 4.09(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, 

supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in 

clauses (1) through (10) of this Section 4.09(b); provided that such amendments, modifications, restatements, 

renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the 

Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than 

those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or 

refinancing;

(12) any encumbrance or restriction under other Indebtedness, Disqualified 

Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of 

Section 4.10 hereof if (i) such encumbrances and restrictions, taken as a whole are not materially less favorable or 

(ii) the Issuer determines at the time of issuance of such Indebtedness, Disqualified Stock or Preferred Stock that 

such encumbrances or restrictions will not materially impair the Issuer’s ability to make payments under the Notes 

when due; and

(13) any encumbrances or restrictions applicable solely to a Foreign 

Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; provided that such 

encumbrances and restrictions do not extend to any Subsidiary that is not a Foreign Subsidiary.

[Notwithstanding anything to the contrary herein, no covenant, term or agreement in this Indenture shall, directly or 

indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the 

ability of any Group Member (as defined in the European ABL Facility in effect on the Issue Date) to (or in the case 

of Toys SARL (as defined in the European ABL Facility in effect on the Issue Date) only, will not and will not 

permit any of its Subsidiaries to): (a) pay dividends or make any other distributions on its capital stock or any other 

Equity Interest or participation in its profits owned by any Group Member, or pay any Indebtedness owed to any 

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Group Member, (b) make loans or advances to any Group Member or [(c) transfer any of its properties or assets to 

any Group Member].]

Section 4.10 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock 

and Preferred Stock.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, 

directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, 

contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) any Indebtedness (including 

Acquired Indebtedness), and the Parent shall not issue any shares of Disqualified Stock and shall not permit any 

Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock.

(b) The provisions of Section 4.10(a) hereof shall not apply to:

(1)

(i) The incurrence of Indebtedness and the issuance and creation of letters 

of credit and bankers’ acceptances thereunder (with letters of credit and 

bankers’ acceptances being deemed to have a principal amount equal to 

the face amount thereof), by the Parent or any of its Restricted 

Subsidiaries (other than the Issuer or any of its Restricted Subsidiaries), 

under the Toys Delaware ABL DIP Facility, up to an aggregate 

principal amount not to exceed the lesser of (i) $2,300.0 million and (ii) 

the amount allowed for the analogous purpose to this clause under the 

Specified Toys Delaware Facilities in effect on the Issue Date, in each 

case at any one time outstanding; and 

(ii) the incurrence of Indebtedness by the Parent or any of its Restricted 

Subsidiaries (other than the Issuer or any of its Restricted Subsidiaries), 

under the Toys Delaware Term Loan DIP Facility, up to an aggregate 

principal amount not to exceed the lesser of (i) $450.0 million and (ii) 

the amount allowed for the analogous purpose to this clause under the 

Specified Toys Delaware Facilities in effect on the Issue Date, in each 

case at any one time outstanding; 

in each of case (i) and (ii), (x) net of the amount of all mandatory principal 

payments or repurchases actually made thereunder in respect of 

Indebtedness thereunder with the net proceeds from asset sales and (y) plus 

any premium, accrued interest on, or related fees and expenses in incurred 

in connection with any refinancing of Indebtedness incurred pursuant to 

such subclause;

(2) Indebtedness of the Parent and its Restricted Subsidiaries in respect of 

(i) the Notes and the Guarantees issued on the Issue Date and (ii) other Indebtedness in existence on the Issue Date 

(excluding Indebtedness under the Specified Toys Delaware Facilities and Specified Taj Facilities) listed on 

Schedule C hereto and (iii) Capitalized Lease Obligation existing on the Issue Date;

(3) Indebtedness (including Capitalized Lease Obligations), Disqualified 

Stock or Preferred Stock incurred by the Parent or any Restricted Subsidiary to finance the purchase, lease, 

construction, or improvement of property (real or personal) or equipment that is used or useful in a Permitted 

Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), in 

an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness, then 

outstanding and incurred pursuant to this clause (3) and, if applicable, Section 4.10(c)(5) hereof (including any 

refinancing indebtedness outstanding in respect of Indebtedness originally incurred under Section 4.10(c)(5) hereof), 

does not exceed $100.0 million;

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(4) Indebtedness incurred by the Parent or any Restricted Subsidiary 

constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, 

including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other 

employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to 

reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee 

benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters 

of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such 

drawing or incurrence;

(5) Indebtedness arising from agreements of the Parent or a Restricted 

Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each 

case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, 

other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or

a Subsidiary for the purpose of financing such acquisition; provided that in the case of a disposition, the maximum 

assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash 

proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving 

effect to any subsequent changes in value) actually received by the Parent and any Restricted Subsidiaries in 

connection with a disposition;

(6) Indebtedness of the Parent owed to and held by any Restricted 

Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Parent or any other Restricted 

Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in 

any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such 

Indebtedness (except to the Parent or a Restricted Subsidiary) shall be deemed, in each case, to constitute the 

incurrence of such Indebtedness by the issuer thereof;

(7) shares of Preferred Stock of a Restricted Subsidiary issued to the Parent 

or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event 

which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent 

transfer of any such shares of Preferred Stock (except to the Parent or a Restricted Subsidiary) shall be deemed in 

each case to be an issuance of such shares of Preferred Stock;

(8) Hedging Obligations of the Parent or any Restricted Subsidiary 

(excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting, hedging or 

managing (A) interest rates with respect to any Indebtedness that is permitted by the terms of this Indenture to be 

outstanding, (B) currency exchange rates or (C) commodity prices or otherwise entered into in the ordinary course 

of business (in each case, including Hedging Obligations on behalf of the Parent or any Subsidiary of the Parent);

(9) self-insurance and obligations in respect of performance, bid, appeal 

and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and 

similar obligations provided by the Parent or any Restricted Subsidiary or obligations in respect of letters of credit, 

bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent 

with past practice;

(10) (i) The incurrence of Indebtedness and the issuance and creation of 

letters of credit and bankers’ acceptances thereunder by the Toys (Labuan) Holding Limited Group under 

the Japan Term Loan and Credit Lines and the TRU Asia Credit Lines, each to the extent permitted under 

Section 4.10(c)(1) and (ii) the incurrence of Indebtedness and the issuance and creation of letters of credit 

and bankers’ acceptances thereunder by the European ABL Obligors under the European ABL Facility, to 

the extent permitted under Section 4.10(c)(2), in both of case (i) and (ii), for ordinary course working 

capital purposes consistent with past practice;

(11) any guarantee by the Parent or a Restricted Subsidiary of Indebtedness 

or other obligations of the Parent or any Restricted Subsidiary so long as the incurrence of such Indebtedness or 

other obligations incurred by the Parent or such Restricted Subsidiary is permitted under the terms of this Indenture;

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(12) the incurrence or issuance by the Parent or any Restricted Subsidiary of 

Indebtedness, Disqualified Stock or Preferred Stock that serves to refund or refinance any Indebtedness, 

Disqualified Stock or Preferred Stock incurred or issued as permitted under Section 4.10(b)(2) hereof, this 

clause (12) or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or refinance 

such Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or 

Preferred Stock incurred or issued to pay accrued interest, premiums and fees and expenses in connection therewith 

prior to its respective maturity (it being understood that Indebtedness, Disqualified Stock or Preferred Stock of the 

Parent or any Restricted Subsidiary may be refunded or refinanced by Indebtedness, Disqualified Stock or Preferred 

Stock of the Parent or any Restricted Subsidiary) (the “Refinancing Indebtedness”); provided that such Refinancing 

Indebtedness (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred 

which is not less than the Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred 

Stock being refunded or refinanced, (B) shall not be in a principal amount in excess of the principal amount of, 

premium, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced, (C) if 

the Indebtedness being refunded or refinanced is Subordinated Indebtedness, such Refinancing Indebtedness shall be 

Subordinated Indebtedness and (D) for avoidance of doubt, shall not include Indebtedness of the Issuer or its 

Restricted Subsidiaries that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Parent unless such 

refinancing is permitted by Section 4.10(c) and 4.07 hereof;

(13) Indebtedness arising from the honoring by a bank or other financial 

institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(14) Additional Notes issued by the Issuer pursuant to the terms of Section 

11.01(d)(3);

(15) Indebtedness of the Parent or any Restricted Subsidiary consisting of 

the financing of insurance premiums in the ordinary course of business or take or pay obligations contained in 

supply agreements incurred in the ordinary course of business; 

(16) Indebtedness of the Parent or any of its Restricted Subsidiaries 

supported by a letter of credit issued pursuant to any Credit Facility or a similar instrument, in a principal amount 

not in excess of the stated amount of such letter of credit or similar instrument; 

(17) Indebtedness consistent with the “DIP Budgets” (including permitted 

variance) or the DIP Orders or other First and Second Day Orders;

(18) guarantee obligations incurred in the ordinary course of business 

(including in respect of construction or restoration activities) in respect of trade obligations (or to) suppliers, 

customers, franchises, lessors and licensees; 

(19) Indebtedness or Disqualified Stock of the Parent or any Restricted 

Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate 

principal amount or liquidation preference which, when aggregated with the principal amount and liquidation 

preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant 

to this clause (19) and does not exceed as of the date of any incurrence pursuant to this clause (19), $25.0 million 

and any premium, accrued interest on, or related fees and expenses incurred in connection with any refinancing of 

Indebtedness incurred pursuant to this clause (19); and

(20) Indebtedness of Toys “R” Us SARL not to exceed $10.0 million

(c) Notwithstanding any of the foregoing, the Issuer will not, and will not permit 

any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired 

Indebtedness), and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted 

Subsidiary to issue any shares of Disqualified Stock or Preferred Stock, unless (i) the Issuer or such Restricted 

Subsidiary is permitted to incur such Indebtedness, Disqualified Stock or Preferred Stock pursuant to 

Section 4.10(b) of this Indenture, and (ii) such Indebtedness, Disqualified Stock or Preferred Stock consists of:

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(1) The incurrence of Indebtedness and the issuance and creation of letters 

of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have 

a principal amount equal to the face amount thereof), by Toys (Labuan) Holding Limited Group, under the TRU 

Asia Credit Lines and the Japan Term Loan and Credit Lines, including an additional ¥9 billion for a recently 

expired credit line;

(2) The incurrence of Indebtedness and the issuance and creation of letters 

of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have 

a principal amount equal to the face amount thereof), by the European ABL Obligors, under the European ABL 

Facility, up to an aggregate principal amount not to exceed GBP200 million at any one time outstanding) ;

(3) [Reserved];

(4) Indebtedness of the Issuer or any of its Restricted Subsidiaries

(A) in respect of the Notes and the Guarantees issued on the Issue 

Date,

(B) in respect of the 2021 Notes and the guarantees thereof in 

existence on the Issue Date; 

(C) in respect of the France Propco Debt and UK Propco Debt 

outstanding as of the Issue Date;

(D) in respect of Propco I Term Loan (i) outstanding on the Issue 

Date;

(E) in respect of Capitalized Lease Obligations existing on the 

Issuer Date; and

(F) under [describe any working capital credit facilities (other 

than those already described) with specificity, including maximum amounts expected to be required during the next 

16 months];

(5) Indebtedness (including Capitalized Lease Obligations), Disqualified 

Stock or Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease, 

construction, or improvement of property (real or personal) or equipment that is used or useful in a Permitted 

Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), in 

an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then 

outstanding and incurred pursuant to this clause (5) and any refinancing indebtedness in respect thereof then 

outstanding, does not exceed $25.0 million;

(6) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries 

constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, 

including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other 

employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to 

reimbursement type obligations regarding workers’ compensation claims, health, disability or other employee 

benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters 

of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such 

drawing or incurrence;

(7) Indebtedness arising from agreements of the Issuer or any of its 

Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, 

in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a 

Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such 

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business, assets or a Subsidiary for the purpose of financing such acquisition; provided that in the case of a 

disposition, the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross 

proceeds including non-cash proceeds (the fair market value of such noncash proceeds being measured at the time 

received and without giving effect to any subsequent changes in value) actually received by the Issuer and any of its 

Restricted Subsidiaries in connection with a disposition;

(8) Indebtedness of the Issuer owed to and held by any of its Restricted 

Subsidiaries or Indebtedness of a Restricted Subsidiary of the Issuer owed to and held by the Issuer or any other 

Restricted Subsidiary of the Issuer; provided that any subsequent issuance or transfer of any Capital Stock or any 

other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent 

transfer of any such Indebtedness (except to the Issuer or a Restricted Subsidiary of the Issuer) shall be deemed, in 

each case, to constitute the incurrence of such Indebtedness by the issuer thereof;

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer 

or a Restricted Subsidiary of the Issuer; provided that any subsequent issuance or transfer of any Capital Stock or 

any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other 

subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary of the 

Issuer) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

(10) Hedging Obligations of the Issuer or any Restricted Subsidiary of the 

Issuer (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting, hedging or 

managing (A) interest rates with respect to any Indebtedness that is permitted by the terms of this Indenture to be 

outstanding, (B) currency exchange rates or (C) commodity prices or otherwise entered into in the ordinary course 

of business (in each case, including Hedging Obligations on behalf of the Issuer or any Subsidiary of the Issuer);

(11) self-insurance and obligations in respect of performance, bid, appeal 

and surety bonds, appeal bonds and other similar types of bonds and performance and completion guarantees and 

similar obligations provided by the Issuer or any Restricted Subsidiary of the Issuer or obligations in respect of 

letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of 

business or consistent with past practice;

(12) Indebtedness of Toys “R” Us SARL not to exceed $10.0 million;

(13) any guarantee (a) by the Issuer, the Co-Issuer, any Parent Guarantor or 

any Guarantor of Indebtedness or other obligations of the Issuer, the Co-Issuer or any Guarantor, (b) any Restricted 

Subsidiary of the Issuer (other than the Co-Issuer) that is not a Guarantor of Indebtedness or other obligations of any 

other Restricted Subsidiary of the Issuer (other than the Co-Issuer) that is not a Guarantor, in the case of each of 

clauses (a) and (b), so long as the incurrence of such Indebtedness or other obligations incurred by the Issuer, the 

Co-Issuer, a Guarantor or such Restricted Subsidiary is permitted under the terms of this Indenture or (c) Wayne 

Holdings of the Toys Delaware Term Loan DIP Facility in effect as of the Issue Date;

(14) [Reserved];

(15) Indebtedness arising from the honoring by a bank or other financial 

institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(16) Indebtedness consisting of promissory notes issued by the Issuer or any 

of its Restricted Subsidiaries to current or former officers, directors and employees, their respective estates, spouses 

or former spouses to finance the purchase or redemption of Equity Interests of the Issuer or any of its direct or 

indirect parent companies permitted by Section 4.07 hereof;

(17) Indebtedness of the Issuer or any of its Restricted Subsidiaries 

consisting of the financing of insurance premiums in the ordinary course of business or take or pay obligations 

contained in supply agreements incurred in the ordinary course of business;

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(18) Indebtedness consistent with the “DIP Budgets” (including permitted 

variance) or the DIP Orders or other First and Second Day Orders;

(19) Indebtedness consisting of deferred purchase price or notes issued to 

officers, directors and employees of Restricted Subsidiaries of the Issuer to purchase or redeem equity interests (or 

option or warrants or similar instruments) of the Issuer or any of its Restricted Subsidiaries;

(20) guarantees constituting Investments permitted pursuant to clauses (7) or

(18) of the definition of “Permitted Investments”;

(21) Additional Notes issued by the Issuer pursuant to the terms of Section 

11.01(d)(3);

(22) Subordinated Intercompany Loans; or

(23) revolving credit Indebtedness under ordinary course working capital 

facilities (which facilities are used to provide liquidity, fund working capital or otherwise serve a similar business 

function as the revolving credit facilities of the Issuer and its Restricted Subsidiaries as of the Issue Date), in an 

aggregate principal amount as of any date of incurrence not to exceed $[5.0] million.

For purposes of determining compliance with this Section 4.10, in the event that an item of 

proposed Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories 

of indebtedness pursuant to clauses (1) through (16) of Section 4.10(b) hereof or clauses (1) through (23) of 

Section 4.10(c) hereof, the Parent, in its sole discretion, shall be permitted to divide and classify and later reclassify 

such item of Indebtedness, Disqualified Stock or Preferred Stock in any manner that complies with this Section 4.10; 

provided, that for purposes of compliance with Section 4.10(a) and Section 4.10(b), (a) (i) all Indebtedness 

outstanding on the Issue Date or incurred in the future under the Toys Delaware ABL DIP Facility will be treated as 

incurred under Section 4.10(b)(1)(i) and (ii) all Indebtedness outstanding under the Toys Delaware Term Loan DIP 

Facility on the Issue Date will be treated on the Issue Date as incurred under Section 4.10(b)(1)(ii), and, in each case 

of clauses (i) and (ii), all such Indebtedness (and any refinancings thereof) may not be later reclassified; (b) all 

Capital Lease Obligations of the Parent and its Restricted Subsidiaries outstanding on the Issue Date shall be treated 

as incurred on the Issue Date under Section 4.10(b)(3) and all such Capital Lease Obligations (and any refinancing 

thereof to the extent not in excess of the amount outstanding on the Issue Date) may not later be reclassified to 

another clause of Section 4.10(b) and (c) (i) all Indebtedness outstanding on the Issue Date or incurred in the future 

under the Japan Term Loan and Credit Lines will be treated as incurred under Section 4.10(c)(1), (ii) all 

Indebtedness outstanding on the Issue Date or incurred in the future under the European ABL Facility will be treated 

as incurred under Section 4.10(c)(2) and (iii) all Indebtedness outstanding on the Issue Date or incurred in the future 

under the TRU Asia Credit Lines will be treated as incurred under Section 4.10(c)(1), and, in each case of clauses 

(i), (ii) and (iii), all such Indebtedness (and any refinancings thereof ) may not later be reclassified. Accrual of 

interest or dividends, the accretion of accreted value and the payment of interest or dividends in the form of 

additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of 

Indebtedness, Disqualified Stock or Preferred Stock, as applicable, for purposes of this Section 4.10.

For purposes of determining compliance with any U.S. dollar restriction on the incurrence of 

Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such 

Indebtedness will be the U.S. dollar equivalent determined on the date of the incurrence of such Indebtedness; 

provided that if any such Indebtedness denominated in a different currency is subject to a currency agreement with 

respect to U.S. dollars covering all principal, premium and interest payable on such Indebtedness, the amount of 

such Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount 

of any Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. 

dollar equivalent of the Indebtedness being refinanced, except to the extent that (1) such U.S. dollar equivalent was 

determined based on a currency agreement, in which case the Refinancing Indebtedness will be determined in 

accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the 

principal amount of the Indebtedness being refinanced, in which case the U.S. dollar equivalent of such excess will 

be determined on the date such Refinancing Indebtedness is incurred. The maximum amount of Indebtedness that 

the Parent and its Restricted Subsidiaries may incur pursuant to this Section 4.10 shall not be deemed to be 

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exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of 

currencies.

Notwithstanding anything to the contrary, the Issuer, the Co-Issuer, the Parent Guarantors and the 

Guarantors shall not, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is 

subordinated or junior in right of payment to any Indebtedness of the Issuer, the Co-Issuer, the Parent Guarantors or 

such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the 

Notes or such Guarantor’s or Parent Guarantors’ Guarantee to the extent and in the same manner as such 

Indebtedness is subordinated to other Indebtedness of the Issuer, the Co-Issuer, the Parent Guarantors or such 

Guarantor, as the case may be.

The Issuers and the Guarantors, directly or indirectly, shall not incur any intercompany 

Indebtedness, other than:

(A) Subordinated Indebtedness; and

(B) (i) intercompany Indebtedness outstanding on the Issue Date, (ii) any 

refinancing thereof (including any extension of the maturity date) that does not increase the principal 

amount (including PIK or other accretion) outstanding, shorten the maturity date thereof or otherwise have 

terms and conditions less favorable to the obligor(s) thereon than the Indebtedness being extended or 

refinanced and (iii) any PIK interest or other accretion to the principal amount thereof in accordance with 

the terms thereof as in effect on the Issue Date or as may otherwise be in effect hereafter as a result of an 

amendment reflecting arm’s-length terms.

Notwithstanding any of the foregoing, in no event will (a) any Specified Asia Entity guarantee, grant 

any Lien in favor of, or otherwise directly or indirectly provide credit support for, any Indebtedness of any 

Restricted Subsidiary of the Issuer other than Indebtedness of another Specified Asia Entity, (b) any European ABL 

Obligor guarantee, grant any Lien in favor of, or otherwise directly or indirectly provide credit support for, any 

Indebtedness of any Restricted Subsidiary of the Issuer other than Indebtedness of another European ABL Obligor, 

(c) any Person comprising Propco I guarantee, grant any Lien in favor of, or otherwise directly or indirectly provide 

credit support for, any Indebtedness of any Restricted Subsidiary of the Issuer other than another Person comprising 

Propco I, (d) UK Propco incur any Indebtedness other than Non-Recourse Indebtedness or (e) the Parent or any of 

its Restricted Subsidiaries (other than UK Propco) incur Indebtedness to refinance Indebtedness of UK Propco; 

provided, however that the foregoing clauses (a), (b) and (c) will not apply to the Issuer, the Co-Issuer or any 

Guarantor.

Section 4.11 Asset Sales.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to 

consummate, directly or indirectly, an Asset Sale (including an Issuer Asset Sales), unless:

(1) the Parent or such Restricted Subsidiary, as the case may be, receives 

consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the 

Board of Directors of the Issuer, in the case of an Issuer Asset Sale, or of the Parent, in the case of any other Asset 

Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the 

consideration therefor received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of 

cash or Cash Equivalents; provided:

(A) in the case of any Asset Sale (other than an Issuer Asset Sale), 

the following shall be deemed to be cash for purposes of this Section 4.11(a)(2) and for no other purpose: (i) any 

liabilities (as shown on the Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes 

thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been 

shown on the Parent’s or such Restricted Subsidiary’s most recent internal balance sheet or in the footnotes thereto 

if such incurrence or accrual had taken place on or prior to the date of such balance sheet) of the Parent or such 

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Restricted Subsidiary, other than intercompany liabilities or liabilities that are by their terms subordinated to the 

Notes, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the 

transactions relating to such Asset Sale, other than by means of repayment by the Parent or any of its Subsidiaries) 

and for which the Parent and all of its Restricted Subsidiaries have been validly released by all creditors in writing 

and (ii) any securities received by the Parent or such Restricted Subsidiary from such transferee that are converted 

by the Parent or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following 

the closing of such Asset Sale; and

(B) in the case of an Issuer Asset Sale, the following shall be 

deemed to be cash for purposes of this Section 4.11(a)(2) and for no other purpose: (i) any liabilities (as shown on 

the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or if incurred or 

accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or 

such Restricted Subsidiary’s most recent internal balance sheet or in the footnotes thereto if such incurrence or 

accrual had taken place on or prior to the date of such balance sheet) of the Issuer or such Restricted Subsidiary 

(other than (x) liabilities that are by their terms subordinated to the Notes or the Guarantees, (y) liabilities of the 

Issuer or any Guarantor that are unsecured or are secured by a Lien on the Collateral that ranks junior to the Liens 

securing the Notes or the Guarantee of such Guarantor or (z) intercompany liabilities), that are assumed by the 

transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such 

Asset Sale, other than by means of repayment by the Issuer or any of its Subsidiaries) and for which the Issuer and 

all of its Restricted Subsidiaries have been validly released by all creditors in writing and (ii) any securities received 

by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted 

Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale.

(b) Within 30 days after the receipt of any Net Cash Proceeds of any Asset Sale 

(other than an Issuer Asset Sale), the Parent or such Restricted Subsidiary shall apply an amount equal to the Net 

Cash Proceeds from such Asset Sale to permanently reduce (including, without limitation, by way of redemption, 

purchase, defeasing or other discharge) any Indebtedness of the Parent or a Restricted Subsidiary of the Parent 

(other than Non-Recourse Indebtedness (unless the Asset Sale relates to assets of the obligor(s) under such NonRecourse Indebtedness), Subordinated Indebtedness of the Parent or intercompany Indebtedness) and, in each case, 

if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect 

thereto.

(c) To the extent that the aggregate amount of Notes tendered pursuant to an Asset 

Sale Offer is less than the Excess Proceeds, the remaining Net Cash Proceeds shall constitute Available Proceeds, 

and the amount of Excess Proceeds shall be reset at zero. The Parent or the applicable Restricted Subsidiary, as the 

case may be, may use any Available Proceeds for general corporate purposes, subject to the other covenants 

contained in this Indenture.

(d) Any Net Cash Proceeds of any Issuer Asset Sale shall be considered Excess 

Proceeds. When the aggregate amount of Excess Proceeds with respect to Issuer Asset Sales exceeds $5.0 million, 

the Issuers shall make an offer (an “Asset Sale Offer”) to all Holders (with a copy to the Trustee) to purchase the 

maximum aggregate principal amount of the Notes (that is a minimum of $2,000 or an integral multiple of $1,000 in 

excess thereof) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 

[103]% of the principal amount thereof, plus accrued and unpaid interest to, but excluding the date fixed for the 

closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an 

Asset Sale Offer with respect to Excess Proceeds within 30 calendar days after the date that Excess Proceeds exceed 

$5.0 million in accordance with the requirements of Section 3.09 hereof. 

(e) If the aggregate principal amount of Notes surrendered by such holders thereof 

exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis based 

on the accreted value or principal amount of the Notes tendered. Additionally, the Issuers may, at their option, make 

an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon 

consummation of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(f) The Issuers shall comply with the requirements of Rule 14e-1 under the 

Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are 

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applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the 

provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall 

comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations 

described in this Indenture by virtue thereof.

Section 4.12 Transactions with Affiliates.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, 

make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase 

any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, 

loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent (each of the foregoing, an “Affiliate 

Transaction”) involving aggregate payments or consideration in excess of $[5.0] million, unless:

(1) such Affiliate Transaction is on terms that are not materially less 

favorable to the Parent or its relevant Restricted Subsidiary than those that would have been obtained in a 

comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-length 

basis; and

(2) the Parent, with respect to any Affiliate Transaction or series of related 

Affiliate Transactions involving aggregate payments or consideration in excess of $[10.0] million, adopts a 

resolution by the majority of the Board of Directors of the Parent approving such Affiliate Transaction.

(b) The provisions of Section 4.12(a) hereof shall not apply to the following:

(1) transactions between or among the Parent or any of its Restricted 

Subsidiaries, including with any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments permitted by Section 4.07 hereof and Permitted 

Investments;

(3) [Reserved];

(4) the payment of reasonable and customary fees paid to, and indemnities 

provided for the benefit of, officers, directors, employees or consultants of the Parent, any of its direct or indirect 

parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Parent or any of its Restricted Subsidiaries, as 

the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction 

is fair to the Parent or such Restricted Subsidiary from a financial point of view or stating that the terms are not 

materially less favorable to the Parent or its relevant Restricted Subsidiary than those that would have reasonably 

been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person on 

an arm’s-length basis;

(6) any agreement or arrangement as in effect as of the Issue Date, or any 

amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as 

a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date);

(7) the existence of, or the performance by the Parent or any of its 

Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration 

rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar 

agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the 

Parent or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing 

agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) 

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to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous 

to the Holders when taken as a whole;

(8) transactions with customers, clients, suppliers, or purchasers or sellers 

of goods or services, or licensees or licensors of intellectual property, in each case in the ordinary course of business 

and otherwise in compliance with the terms of this Indenture which are fair to the Parent and its Restricted 

Subsidiaries, in the reasonable determination of the Board of Directors of the Parent or the senior management 

thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an 

unaffiliated party;

(9) the issuance of Equity Interests (other than Disqualified Stock) of the 

Parent to any director, officer, employee or consultant;

(10) [Reserved]; 

(11) [Reserved];

(12) payments to employees, directors or consultants of the Parent, any of its 

direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option 

plans and other similar arrangements with such employees, directors or consultants which, in each case, are 

approved by the Parent in good faith ;

(13) [Reserved];

(14) [Reserved]; and

(15) leases with any Affiliates entered into in the ordinary course of 

business.

(c) In addition, the Issuer will not, and will not permit any of its Restricted 

Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to,

or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, 

understanding, loan, advance or guarantee with, or for the benefit of, any controlled Affiliate of the Parent other than 

the Issuer and its Restricted Subsidiaries or a Guarantor (each of the foregoing, an “Issuer Affiliate Transaction”) 

involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) such Issuer Affiliate Transaction is on terms that are not materially less 

favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a 

comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length 

basis;

(2) the Issuer, with respect to any Issuer Affiliate Transaction or series of 

related Issuer Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, 

adopts a resolution by the majority of the Board of Directors of the Issuer approving such Issuer Affiliate 

Transaction; and

(3) the Issuer, with respect to any Issuer Affiliate Transaction or series of 

related Issuer Affiliate Transactions involving aggregate payments or consideration in excess of $[50.0] million, 

delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the 

Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less 

favorable to the Issuer or its relevant Restricted Subsidiary than those that would have reasonably been obtained in a 

comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length 

basis.

(d) The provisions of Section 4.12(c) shall not apply to the following:

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(1) Restricted Payments permitted by Section 4.07 hereof and Permitted 

Investments;

(2) any incurrence of Indebtedness pursuant to Section 4.10(c)(22);

(3) transactions in which the Issuer or any of its Restricted Subsidiaries, as 

the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction 

is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not 

materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have reasonably 

been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on 

an arm’s-length basis;

(4) any agreement or arrangement as in effect as of the Issue Date, or any 

amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as 

a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date);

(5) transactions with customers, clients, suppliers, or purchasers or sellers 

of goods or services, or licensees or licensors of intellectual property, in each case in the ordinary course of business 

and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted 

Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management 

thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an 

unaffiliated party;

(6) payments (if any) by the Issuer and its Subsidiaries pursuant to tax 

sharing agreements among the Issuer, any direct or indirect parent of the Issuer and any Subsidiaries of the Issuer on 

customary terms with respect to any such agreement in effect on the date hereof (any such payments whether made 

by Issuer or any of its Subsidiaries, collectively, the “Issuer Tax Sharing Payments”), provided, that the sum of (x) 

the Issuer Tax Distributions for any tax year (or portion thereof) plus (y) the amount of Issuer Tax Sharing Payments 

for such tax year (or portion thereof) shall not exceed the Issuer Tax Amount for such tax year (or portion thereof); 

and

(7) any transaction permitted pursuant to the next two paragraphs.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to enter into any new 

intellectual property or other intercompany agreements providing for fees paid to Toys Delaware, or make any 

modification to any such agreement existing on the Issue Date, unless (i) such agreements or modifications are on 

arm’s-length terms, as determined by the Board of Directors of the Issuer and (ii) (x) if applicable, such agreements 

or modifications have been submitted for approval to a relevant taxing authority, together with an analysis prepared 

by an Independent Financial Advisor supporting the determination of an authorized officer of the Parent or the 

Issuer that such agreement or modification is on arm’s-length terms, or (y) the Issuer or any of its Restricted 

Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that 

such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the 

terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have 

reasonably been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated 

Person on an arm’s-length basis.

[In addition, the Parent will not, and will not permit any of its Restricted Subsidiaries that is a 

party to the Master Lease to terminate, amend or otherwise modify the Master Lease, or take any other action with 

respect to the Master Lease, in each case if it could impair, delay, prevent or otherwise adversely affect the ability of 

Propco I to dividend, distribute, lend or otherwise transfer any cash or other property to the Issuer, except (a) as 

would be de minimis or (b) pursuant to self-effectuating amendments upon sale of property in compliance with the 

Propco I Term Loan and Wayne Guarantee, in each case as in effect on the Issue Date.]2

2

NTD: dependent on Wayne/Propco I status in Delaware bankruptcy.

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Section 4.13 Liens.

(a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly 

or indirectly, create, incur, assume or suffer to exist any Lien on the Collateral, except Permitted Collateral Liens.

(b) In addition, the Parent will not, and will not permit any Restricted Subsidiary to, 

directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures 

obligations under any Indebtedness of the Parent or any Restricted Subsidiary, on any asset or property of the Parent 

or any Restricted Subsidiary, unless in each case:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes are 

secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes are equally and ratably secured.

Any Lien created for the benefit of Holders of the Notes pursuant to this Section 4.13(b) shall 

provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the 

release and discharge of the Lien that gave rise to the obligation to secure the Notes.

Section 4.14 Existence. Subject to Article 5 hereof, the Parent and its Restricted Subsidiaries 

shall (i) do or cause to be done all things necessary to preserve and keep in full force and effect the corporate 

existence of Parent, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in 

accordance with the respective organizational or constitutional documents (as the same may be amended or replaced 

from time to time) of the Parent or any such Restricted Subsidiary; (ii) do or cause to be done all things necessary to 

preserve and keep in full force and effect to preserve, renew, extend, keep in full force and effect the rights (charter 

and statutory), privileges, permits, franchises, authorizations, patents, trademarks, service marks, trade names, 

copyrights, licenses and rights with respect thereto necessary or desirable in the normal conduct of its business of 

Parent and its Restricted Subsidiaries; provided that the Parent shall not be required to preserve any such right, 

license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than 

the Issuer and the Co-Issuer), if the Parent in good faith shall determine that the preservation thereof is no longer 

desirable in the conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole; (iii) in 

accordance with the Bankruptcy Code and subject to any required approval by the Bankruptcy Court, comply with 

all contractual obligations except to the extent that failure to comply therewith could not, in the aggregate, 

reasonably be expected to have a Material Adverse Effect; (iv) comply with all laws except to the extent that failure 

to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (v) 

maintain in effect and appropriately enforce policies and procedures designed to ensure compliance by the Parent, its 

Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and 

applicable Sanctions. For the avoidance of doubt, the Parent and its Restricted Subsidiaries shall be permitted to 

change their organizational form; provided that so long as the Issuer is organized as a partnership or a limited 

liability company, it will maintain a corporate co-issuer of the Notes that is organized under the laws of the United 

States of America, any state thereof, the District of Columbia or any territory thereof.

Section 4.15 Allocations. The allocation of overhead fees and professional expenses between 

the Issuer Group and the Toys Delaware Group shall be reasonably satisfactory to the Requisite Holders.

Section 4.16 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries; Future 

Guarantors. At any time after the Issue Date, (i) each of the Issuer’s future Restricted Subsidiaries (other than any 

Excluded Subsidiary), and (ii) each existing and future Restricted Subsidiary that guarantees any other Indebtedness 

of the Issuer, the Co-Issuer, a Parent Guarantor or a Guarantor will, in each case, within 30 days of the date such 

Restricted Subsidiary is formed or acquired, ceases to be an Excluded Subsidiary, or guarantees any such 

Indebtedness, as applicable, but subject to the Agreed Guarantee and Security Principles:

(1) execute and deliver a supplemental indenture to this Indenture, 

substantially in the form attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary (and 

any Security Documents, if applicable), except that with respect to a guarantee of Indebtedness of the Issuer or any 

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Guarantor, that is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, 

any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of 

payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and

(2) waive, and shall not in any manner whatsoever claim or take the benefit 

or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any 

other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee.

Section 4.17 Additional Amounts.

(a) All payments made by a Foreign Guarantor in respect of a Guarantee will be 

made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes 

unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or 

on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the relevant Foreign 

Guarantor is then incorporated or organized or resident for tax purposes, any jurisdiction from or through which 

payment on behalf of such Foreign Guarantor is made or any political subdivision or governmental authority thereof 

or therein having power to tax (each, a “Tax Jurisdiction”), will at any time be required to be made from any 

payments made by or on behalf of the relevant Foreign Guarantor under its Guarantee, including, without limitation, 

payments of principal, redemption price, purchase price, interest or premium, the relevant Foreign Guarantor will 

pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received 

in respect of such payments (including, without limitation, payments of principal, redemption price, interest or

premium) by each Holder (including Additional Amounts) after such withholding or deduction will equal the 

respective amounts that would have been received in respect of such payments in the absence of such withholding or 

deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes that would not have been so imposed but for the existence of 

any present or former connection between the Holder (or between a fiduciary, settler, beneficiary, partner, member 

or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, 

partnership or corporation) and the relevant Tax Jurisdiction, other than by the mere acquisition or holding of any 

Note or the enforcement or receipt of payment under or in respect of any Note or a Guarantee;

(2) any Taxes imposed or withheld as a result of the failure of the Holder 

or beneficial owner of any Note or Guarantee to comply with any written request, made to that Holder within a 

reasonable period before any such withholding or deduction would be payable, by an Issuer or a Foreign Guarantor 

to provide timely or accurate information concerning the nationality, residence or identity of such Holder or 

beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification information 

or other reporting requirements (in each case, to the extent such Holder or beneficial owner is legally eligible to do 

so), which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax 

Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of such Taxes;

(3) any Taxes that are imposed or withheld as a result of the presentation of 

any Note or Guarantee for payment (where presentation is required) more than 30 days after the relevant payment is 

first made available for payment to the Holder (except to the extent that the Holder would have been entitled to 

Additional Amounts had the note been presented on the last day of such 30 day period);

(4) any estate, inheritance, gift, sale, excise, transfer, personal property or 

similar tax or assessment;

(5) any Tax which is payable otherwise than by deduction or withholding 

from payments made under or with respect to any Guarantee;

(6) any Tax imposed on or with respect to any payment by a Foreign 

Guarantor to the Holder if such Holder is a fiduciary, partnership, limited liability company or person other than the 

sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had 

such Holder been the sole beneficial owner of such Note or Guarantee;

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(7) any Taxes that are imposed or withheld as a result of the presentation of 

any Note or Guarantee for payment by or on behalf of a Holder of such Notes or Guarantee who would have been 

able to avoid such withholding or deduction by presenting the relevant Note or Guarantee to another paying agent;

(8) any Taxes that are imposed or withheld pursuant to Sections 1471 

through 1474 of the Code, any regulations promulgated thereunder, any official interpretations thereof, any similar 

law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the 

United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the 

Code; or

(9) any combination of items (i) through (viii) above.

(b) The relevant Foreign Guarantor will pay when due any present or future stamp, 

transfer, court or documentary taxes or any other excise or property taxes, charges or similar levies imposed by a 

Tax Jurisdiction with respect to the initial execution, delivery or registration of the Guarantees or any other 

document or instrument relating thereto (other than the Notes).

(c) The relevant Foreign Guarantor will furnish to the Holders, within 60 days after 

the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either certified copies 

of tax receipts evidencing such payment by such Foreign Guarantor, or, if such receipts are not obtainable, other 

evidence of such payments by such Foreign Guarantor reasonably satisfactory to the Holders.

(d) Except as specifically provided under this Section 4.17, a Foreign Guarantor 

will not be required to make any payment for any tax, assessment or other governmental charge imposed by any 

government or a political subdivision or taxing authority of or in any government or political subdivisions.

Section 4.18 [Reserved].

Section 4.19 Limitation on Creating Restrictions on Contributions and Investments. The 

Parent will not, and will cause each of its Subsidiaries that is a direct or indirect parent entity of the Issuer to not, 

create or suffer to exist any contractual or similar voluntary restriction on making downstream cash contributions or 

other Investments in the Issuer or any such direct or indirect parent entity of the Issuer, other than restrictions on 

amounts in excess of the amount necessary for the Issuers to make interest and/or principal payments on the Notes.

Section 4.20 Limitation on Activities of the Co-Issuer and the Dealcos. The Co-Issuer and 

the Dealcos may not hold any material assets, become liable for any material obligations, engage in any trade or 

business or conduct any business activity, other than (1) the issuance of its Capital Stock to the Issuer or any 

Wholly-Owned Subsidiary of the Issuer, (2) the incurrence of Indebtedness as a co-obligor or guarantor, as the case 

may be, of the Notes or other Indebtedness of the Issuer or the Guarantors, to the extent permitted by this Indenture; 

provided that the net proceeds thereof may not be retained by the Co-Issuer or any Dealco, and (3) activities 

incidental thereto.

Section 4.21 Financial Covenant. The Parent shall not permit unrestricted Cash Equivalents 

of the Issuer and the Restricted Subsidiaries of the Issuer, on a consolidatHGEDVLVWREHOHVVWKDQ>Ɣ@PLOOLRQDVRI

the last Business Day of any week (the “Minimum Liquidity Covenant”).

Section 4.22 Most Favored Nation. To the extent that any Indebtedness of the Parent or any 

Subsidiary of the Parent Incurred after the Interim Financing Order or any Specified Toys Delaware Facility is 

Incurred, amended or permitted to exist which has (i) any financial covenant relating to minimum liquidity, 

EBITDA or other financial measure, ratio of such financial measures or similar requirement, (ii) any milestone 

covenant relating to deadlines to file documents or receive approvals from the Bankruptcy Court, achieve any 

business plan or objective or other milestone or (iii) any covenant more favorable to other parties than Section 4.21 

herein, then, in each of case (i), (ii) and (ii), the Issuer shall simultaneously cause this Indenture to be amended so 

this Indenture contain substantially similar covenants.

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Section 4.23 Use of Proceeds.

On the Issue Date, (i) the net proceeds of the issuance and sale of the Notes (less the amount 

described in clause (ii)) will be funded into the Escrow Account and (ii) $96.0 million of the net proceeds of the 

Notes will be wired to the Issuer at the Issuer’s account as described on Schedule 1 attached to the Note Purchase 

Agreement. After the Issue Date, the Requisite Holders will direct the Trustee and the Escrow Agent to release 

funds from the Escrow Account in the amounts and subject to satisfaction of the conditions described in Section 5 

under the Note Purchase Agreement.

Section 4.24 Ratings. The Parent shall use its commercially reasonable efforts to cause, 

within 90 days after the Issue Date, the Notes to receive a rating from S&P or Moody’s or, if during such time 

neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency.

Section 4.25 Additional Covenants. In addition, the Parent and its Restricted Subsidiaries 

shall comply with the additional covenants included in Annex I hereto.

Section 4.26 Investments to Use Agreed On-Lending Principles. Any Investment in any 

Person that is made by the Issuer or any Restricted Subsidiary directly or indirectly using the proceeds of the Notes 

shall otherwise comply with this Indenture and shall comply with the Agreed On-Lending Principles.

Section 4.27 Bankruptcy Materials. The Parent and the Issuer shall use commercially 

reasonable efforts to provide to the Requisite Holder Designee (i) drafts of all material motions, applications (other 

than applications seeking to retain professional advisors), and other documents the Parent or the Issuer intends to file 

with the Bankruptcy Court, no less than two Business Days before the date when the Parent or the Issuer intends to 

file any such document unless such advance notice is impossible under the circumstances, in which case the Parent 

or the Issuer, as applicable, shall notify telephonically or by electronic mail counsel to the Requisite Holder 

Designee to advise such counsel of the documents to be filed and the facts that make the provision of advance copies 

no less than two Business Days before submission impossible or impracticable, and shall provide such copies as 

soon as reasonably possible thereafter, and (ii) copies of all material documents actually filed by the Parent or the 

Issuer with the Bankruptcy Court promptly but not later than one day after such filing.

ARTICLE V

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.The Parent 

shall not consolidate or merge with or into or wind up into (whether or not the Parent is the surviving entity), or sell, 

assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or 

more related transactions, to any Person without the consent of the Requisite Holders.

(b) The Issuer and the Co-Issuer may not, and the Issuer shall not permit the CoIssuer to, consolidate or merge with or into or wind up into (whether or not the Issuer or the Co-Issuer, as applicable, 

is the surviving entity) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its 

properties or assets, in one or more related transactions, to any Person without the consent of the Requisite Holders.

(c) The Parent or the Issuer, as applicable, shall have delivered to the Trustee an 

officer’s certificate stating that such merger, consolidation, conveyance, transfer or lease and comply with this 

provision of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been 

satisfied.

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ARTICLE VI

DEFAULTS AND REMEDIES SECTION

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following 

events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected 

by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any 

administrative or governmental body):

(1) default in payment when due and payable, upon redemption, 

acceleration or otherwise, of principal of, or premium on, the Notes;

(2) default for five days or more in the payment when due of interest on or 

with respect to the Notes;

(3) failure by the Parent or any of its Restricted Subsidiaries to comply 

with any obligation, covenant or agreement (other than a default referred to in clauses (1) and (2) of this 

Section 6.02(a)) contained in this Indenture or the Notes for 15 days after receipt of written notice thereof given by 

the Trustee or the Holders of not less than 30% in principal amount of the Notes;

(4) default under any mortgage, indenture or instrument under which there 

is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Parent or any of its 

Restricted Subsidiaries or the payment of which is guaranteed by the Parent or any of its Restricted Subsidiaries, 

other than Indebtedness owed to the Issuer or a Guarantor, whether such Indebtedness or guarantee now exists or is 

created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal 

of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an 

obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results 

in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; 

and

(B) the principal amount of such Indebtedness, together with the 

principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after 

giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate 

(x) 10.0 million or more at any one time outstanding, in the case of Indebtedness of the Parent or any of its 

Restricted Subsidiaries other than the Issuer or any of its Restricted Subsidiaries or (y) $10.0 million or more at any 

one time outstanding, in the case of Indebtedness of the Issuer or its Restricted Subsidiaries;

(5) failure (x) by the Parent or any Significant Subsidiary of the Parent 

(other than the Issuer and its Restricted Subsidiaries) to pay final judgments aggregating in excess of $10.0 million 

or (y) by the Issuer, the Co-Issuer or any Restricted Subsidiary of the Issuer to pay final judgments aggregating in 

excess of $5.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 

60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement 

proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) any Guarantor of the Issuer or any group of Restricted Subsidiaries of 

the Parent that, taken together, would constitute a Significant Subsidiary of the Parent (the Guarantor and each other 

entity referred to in the foregoing clause, the “Significant Entities”), in each case pursuant to or within the meaning 

of any Bankruptcy Law:

(A) commences proceedings to be adjudicated bankrupt or 

insolvent;

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(B) consents to the institution of bankruptcy or insolvency 

proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under 

applicable Bankruptcy Law;

(C) consents to the appointment of a receiver, liquidator, assignee, 

administrator, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors; or

(E) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any 

Bankruptcy Law that:

(A) is for relief against any Significant Entity, in a proceeding in 

which any Significant Entity is to be adjudicated bankrupt or insolvent;

(B) appoints a receiver, liquidator, assignee, trustee, sequestrator 

or other similar official of any Significant Entity, or for all or substantially all of the property of any Significant 

Entity; or

(C) orders the liquidation of any Significant Entity;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(8) the Guarantee of any Significant Subsidiary of the Parent or the 

Guarantee of any Guarantor of the Issuer shall for any reason cease to be in full force and effect or be declared null 

and void or any responsible officer of such Guarantor denies that it has any further liability under its Guarantee or 

gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such 

Guarantee in accordance with this Indenture;

(9) so long as the Security Documents have not otherwise been terminated 

in accordance with their terms or the Collateral as a whole of the Issuer or any Guarantor has not otherwise been 

released from the Lien of the Security Documents in accordance with the terms thereof, (a) default by the Issuer or 

any such Guarantor for 60 days after written notice given by the Trustee or holders of at least 30% in aggregate 

principal amount of the then outstanding Notes in the performance of the Security Documents which adversely 

affects the enforceability, validity, perfection or priority of the Lien on the Collateral securing the Secured

Obligations under this Indenture and the Notes, in each case, to the extent the fair market value of the Collateral 

affected thereby exceeds $5.0 million in the aggregate, (b) repudiation or disaffirmation by the Issuer or any 

Guarantor, or any Person acting on behalf of the Issuer or any Guarantor, of its obligations under the Security 

Documents or (c) the determination in a judicial proceeding that all or any portion of the Security Documents, taken 

as a whole, are unenforceable or invalid, for any reason, against the Issuer or any Guarantor, to the extent that the 

fair market value of the Collateral affected thereby exceeds $5.0 million in the aggregate; provided, that, it will not 

be a Default under this clause (9) if the sole result of the failure of one or more Security Documents to be fully 

enforceable is that any Lien securing the European ABL Facility or Hedging Obligations purported to be granted 

under such Security Documents on Collateral ceases to be enforceable and perfected;

(10) any one or more of:

(A) the entry of an order dismissing any of the Cases or converting 

any of the Cases to a case under chapter 7 of the Bankruptcy Code, or the Parent or any of its Subsidiaries files a 

motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or 

conversion;

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(B) a trustee, responsible officer or an examiner having expanded 

powers under Bankruptcy Code Section 1104 (other than (x) a fee examiner or (y) for purposes of an investigation 

pursuant to Sections 1106(a)(3) and (4) of the Bankruptcy Code) is appointed or elected in the Cases, the Parent or 

any of its Subsidiaries or applies for, consents to, supports, acquiesces in or fails to promptly oppose, any such 

appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case 

without the prior written consent of the Requisite Holders in their sole discretion;

(C) the entry of an order staying, reversing or vacating the Interim 

Financing Order or the Final Financing Order or modifying or amending the Interim Financing Order or Final 

Financing Order other than in form and substance satisfactory to the Requisite Holders and the Trustee;

(D) the entry of an order in any of the Cases granting relief from 

any stay or proceeding (including, without limitation, the automatic stay) so as to allow any third party to proceed 

with foreclosure (or the granting of a deed in lieu of foreclosure or the like) against any assets of the Parent or any of 

its Subsidiaries with a value in excess of $5.0 million in the aggregate;

(E) the entry of a final non-appealable order in the Cases 

(i) charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Holders or challenging 

the rights and remedies of any of the Holders under this Indenture in any of the Cases or granting any relief to the 

Parent or the Issuer that is inconsistent with the applicable Note Documents (other than use of cash collateral on a 

non-consensual basis), (ii) avoiding or requiring disgorgement by the Holders of any amounts received in respect of 

the Note Obligations or (iii) resulting in the marshaling of any Collateral; or

(F) the Bankruptcy Court shall enter an order in any of the Cases 

authorizing (x) financing under Section 364 of the Bankruptcy Code (other than under this Indenture or the 

Specified Toys Delaware Facilities) or (y) the sale of all or substantially all of the assets of the Parent or any of its 

Subsidiaries (unless such order contemplates payment in full in cash of the Obligations upon the closing of such

financing or consummation of such sale, whether pursuant to a plan of reorganization or otherwise); or

(11) the making of any material payments in respect of prepetition 

obligations other than (i) to the extent permitted by an order entered by the Bankruptcy Court in form and substance 

reasonably acceptable to the Requisite Holders or as contemplated by the “DIP Budgets” and (ii) the Tax 

Distributions; or

(12) the Bankruptcy Court shall not have entered the Final Financing Order 

in the Cases on or prior to 45 days after the Petition Date; or

(13) an order of the Bankruptcy Court granting, other than in respect of the 

DIP Facility (subject, in the case of the DIP Facility, to the priority set forth in the DIP Orders or the Carve-Out (as 

defined in the Interim Financing Order)) or as otherwise permitted under the applicable Security Document, (i) a 

priority of any Lien against the Parent or any of its Subsidiaries that is equal to or senior to the priority of the liens 

of the Holders under the Security Agreement or (ii) any claim entitled to superpriority administrative expense claim 

status in the Cases pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of 

the Holders under the Security Document; or

(14) noncompliance by the Parent or any of its Subsidiaries with the terms 

of the Interim Financing Order or, after entry thereof, the Final Financing Order, including the payment of 

professional fees incurred after the trigger date in excess of $3.5 million; or

(15) the Parent or any of its Subsidiaries (or any direct or indirect parent 

thereof) shall obtain court authorization to commence an adversary proceeding or other proceeding against the 

Trustee, the Collateral Trustee or any Holder regarding the Note Documents, unless such suit or other proceeding is 

in connection with the enforcement of the Note Documents against any of the Trustee, the Collateral Trustee or any 

Holder; or

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(16)

(A) a plan of reorganization shall be confirmed in any of the Cases 

or any order shall be entered approving a sale of all or substantially all of the Debtors’ assets under Section 363 of 

the Bankruptcy Code, that does not provide for payment in full of the Obligations, or any order shall be entered 

which dismisses any of the Cases and which order (x) does not provide for termination of the unused commitments 

under the DIP Facility and payment in full in cash of the obligations of the Parent or any of its Subsidiaries under 

the DIP Facility and (y) to the fullest extent permitted by law, does not provide for release and exculpatory 

provisions relating to the Trustee, the Collateral Trustee and the Requisite Holders that are satisfactory to the 

Trustee, Collateral Trustee and the Requisite Holders; or

(B) the Parent, the Issuer and their respective Restricted 

Subsidiaries, as applicable, deliver a notice of non-renewal (or similar notice) under any of the Intellectual Property 

Licenses or otherwise fail to renew such Intellectual Property Licenses on terms not adverse in any material respect 

to the Issuer and its Subsidiaries; or

(C) any voluntary insolvency proceeding shall have been filed by 

any European ABL Obligor prior to the expiration of any preference or other clawback period applicable to Liens 

imposed on such European ABL Obligor’s assets pursuant to Section 11.01(c)(1) or (2) or if any member of the UK 

Group files any voluntary insolvency proceeding (including a scheme of arrangement) while (i) any amounts are 

outstanding under the European ABL Facility and (ii) the European ABL Facility has recourse to the assets of such 

member of the UK Group.

(b) In the event of any Event of Default specified in Section 6.01(a)(4) hereof, such 

Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of 

acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the 

Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default 

has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or 

action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

(a) If any Event of Default occurs and is continuing under this Indenture, the 

Trustee by written notice to the Issuer or the Holders of at least 30% in principal amount of the then total 

outstanding Notes by written notice to the Issuer and the Trustee may, without further order or application of the 

Bankruptcy Court, declare the principal, premium, interest and any other monetary obligations on all the then 

outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, 

premium and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the 

Notes if and so long as it in good faith determines acceleration is not in the interest of the Holders of the Notes.

(b) If an acceleration occurs, the principal amount of, and premium and accrued 

interest, on Notes that becomes due and payable shall equal the optional redemption price in effect on the date of 

such acceleration, as if such acceleration were an optional redemption of the Notes accelerated. The amounts 

described in the preceding sentence are intended to be liquidated damages and not unmatured interest or a penalty. 

(c) The Holders of a majority in aggregate principal amount of the then outstanding 

Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its 

consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default 

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(except nonpayment of principal, interest, or premium that has become due solely because of the acceleration) have 

been cured or waived.

Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee 

may, upon the written instruction of Holders in accordance with Section 6.05, pursue any available remedy to collect 

the payment of principal, premium, and interest on the Notes or to enforce the performance of any provision of the 

Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not 

produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising 

any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of 

or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults. Holders of not less than a majority in aggregate 

principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the 

Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the 

principal of, premium or interest on, any Note held by a non-consenting Holder (including in connection with an 

Asset Sale Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal 

amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related 

payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and 

any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but 

no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority. The Holders of a majority in principal amount of the then 

total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy 

available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may 

refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly 

prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits. A Holder of a Note may not use this Indenture to prejudice 

the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being 

understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder 

prejudices the rights of any other Holders or obtains preference or priority over such other Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment. Notwithstanding any other 

provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest 

on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale 

Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be 

impaired or affected without the consent of such Holder.

For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in 

Article 4 hereof, in each case in accordance with the provisions governing such amendment or deletion contained in 

this Indenture, or action taken in compliance with such covenants in effect at the time of such action, shall be 

deemed to impair or affect any rights of any Holders to receive payment of principal of, or interest on the Notes or to 

institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Section 6.08 Collection Suit by Trustee. If an Event of Default specified in 

Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own 

name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and interest 

remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further 

amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, 

expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted 

any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or 

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abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such 

case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored 

severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee 

and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to 

the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy 

herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or 

remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every 

other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion 

or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or 

employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any 

Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right 

or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy 

given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as 

may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs 

of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee 

(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its 

agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any 

other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and 

empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, 

receive and distribute any money or other property payable or deliverable on any such claims and any custodian in 

any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the 

event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any 

amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents 

and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of 

any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other 

amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any 

reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, 

dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding 

whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained 

shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any 

plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to 

authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities. If the Trustee collects any money or property pursuant to this 

Article VI, it shall pay out the money or property in the following order:

(a) to the Trustee, Paying Agent, Registrar, Transfer Agent and Collateral Trustee, 

their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, 

expenses and liabilities incurred, and all advances made, by the Trustee, the Collateral Trustee, Paying Agent, 

Registrar or Transfer Agent and the costs and expenses of collection;

(b) to Holders of Notes for amounts due and unpaid on the Notes for principal, 

premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable 

on the Notes for principal, premium and interest, respectively; and

(c) to the Issuers or to such party as a court of competent jurisdiction shall direct 

including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant 

to this Section 6.13.

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Section 6.14 Undertaking for Costs. In any suit for the enforcement of any right or remedy 

under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its 

discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and 

the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant 

in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This 

Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or 

a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise 

such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, 

as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express 

provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this 

Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the 

Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively 

rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or 

opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any 

such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, 

the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements 

of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated 

therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its 

own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this 

Section 7.01;

(2) the Trustee shall not be liable for any error of judgment made in good 

faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent 

in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or 

omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture 

that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers 

under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to 

the Trustee indemnity or security satisfactory to it against any loss, liability or expense.

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(f) The Trustee shall not be liable for interest on any money received by it except as 

the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from 

other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be 

genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or 

matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into 

such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or 

investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or 

attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such 

inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s 

Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take 

in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel 

of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization 

and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in 

reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be 

responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good 

faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, 

direction or notice from the Issuers shall be sufficient if signed by an Officer of each of the Issuers.

(f) None of the provisions of this Indenture shall require the Trustee to expend or 

risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties

hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that 

repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of 

Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any 

event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such 

notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, 

punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) 

irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the 

form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, 

including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in 

each of its capacities hereunder (including as Collateral Trustee), and each agent, custodian and other Person 

employed to act hereunder.

(j) Delivery of reports to the Trustee pursuant to Section 4.03 hereof shall not 

constitute actual knowledge of, or notice to, the Trustee of the information contained therein. The Trustee shall not 

be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or 

other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, 

effectiveness or genuineness of this Indenture or any other agreement, instrument or document, (iii) the creation, 

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perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the 

sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Security Documents, other than 

to confirm receipt of items expressly required to be delivered to the Trustee or the Collateral Trustee.

(k) The Trustee may request that the Issuers deliver a certificate setting forth the 

names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this 

Indenture (i.e. an incumbency certificate).

(l) The permissive rights of the Trustee shall not be construed as duties.

(m) The Trustee shall not be required to give any bond or surety in respect of the 

performance of its powers and duties hereunder.

Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity 

may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers 

with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any 

conflicting interest (as defined in the TIA) after a Default has occurred and is continuing, it must eliminate such 

conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also 

subject to Sections 7.09 hereof.

Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no 

representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the 

Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any 

provision of this Indenture, it shall not be responsible for the use or application of any money received by any 

Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any 

statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture 

other than its certificate of authentication.

Section 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is known to 

the Trustee, the Trustee shall mail (or otherwise deliver in accordance with the procedures of DTC) to Holders of 

Notes a notice of the Default within 90 days after it is actually known to the Trustee. Except in the case of a Default 

relating to the payment of principal, premium or interest on any Note, the Trustee may withhold from the Holders 

notice of any continuing Default if and so long as it in good faith determines that withholding the notice is in the 

interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible 

Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is 

received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this 

Indenture.

Section 7.06 Compensation and Indemnity. The Issuers shall pay to the Trustee from time to 

time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in 

writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee 

of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, 

advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall 

include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers, the Parent Guarantors and the Guarantors shall jointly and severally indemnify the 

Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability, expense or cost 

(including attorneys’ fees and expenses and court costs) incurred by it in connection with the acceptance or 

administration of this trust and the performance of its duties hereunder (including the costs and expenses of 

enforcing this Indenture against the Issuers or any of the Parent Guarantors or the Guarantors (including this 

Section 7.06) or defending itself against any claim whether asserted by any Holder, the Issuers or any parent 

Guarantor or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its 

powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek 

indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. 

The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and 

expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or 

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expense incurred by the Trustee through the Trustee’s own gross negligence, willful misconduct or bad faith as 

determined by a final non-appealable judgment of a court of competent jurisdiction.

The obligations of the Issuers under this Section 7.06 shall survive the satisfaction and discharge 

of this Indenture or the earlier resignation or removal of the Trustee.

Notwithstanding anything contrary in Section 4.13 hereto, to secure the payment obligations of the 

Issuers, the Parent Guarantors and the Guarantors in this Section 7.06, the Trustee shall have a Lien prior to the 

Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest 

on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in 

Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and 

expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

As used in this Section 7.06, the term “Trustee” shall also include each of the Paying Agent, 

Registrar, Transfer Agent and the Collateral Trustee, as applicable.

Section 7.07 Replacement of Trustee. A resignation or removal of the Trustee and 

appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of 

appointment as provided in this Section 7.07. The Trustee may resign in writing at any time and the Registrar, 

Paying Agent and Transfer Agent may resign with 30 days prior written notice and be discharged from the trust 

hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding 

Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing at least 30 days in advance of 

such removal and may remove the Registrar, Paying Agent or Transfer Agent by so notifying such Registrar, Paying 

Agent or Transfer Agent, as applicable, with 30 days prior written notice. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.09 hereof;

(b) the Trustee is adjudged as bankrupt or an insolvent or an order for relief is 

entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, 

the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the 

Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace 

the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is 

removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount 

of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor 

Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, 

fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the 

removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee 

and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the 

successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor 

Trustee shall mail or electronically deliver a notice of its succession to Holders. The retiring Trustee shall promptly 

transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder 

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have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the 

Trustee pursuant to this Section 7.07, the Issuers’, the Parent Guarantors’ and the Guarantors’ obligations under 

Section 7.06 hereof shall continue for the benefit of the retiring Trustee.

As used in this Section 7.07, the term “Trustee” shall also include each of the Collateral Trustee, 

Paying Agent, Registrar and Transfer Agent, as applicable.

Section 7.08 Successor Trustee by Merger, etc.. Any corporation into which the Trustee may 

be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, 

conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or 

substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided

that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of 

any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, 

but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such 

authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as 

if such successor Trustee had itself authenticated such Notes.

Section 7.09 Eligibility; Disqualification. There shall at all times be a Trustee hereunder that 

is a corporation or national banking association organized and doing business under the laws of the United States of 

America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject 

to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least 

$50,000,000 (or if such Person is a member of a bank holding company system, its bank holding company shall 

have a combined capital and surplus of at least $50,000,000) as set forth in its most recent published annual report of 

condition.

ARTICLE VIII

[RESERVED]

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the 

Issuers, any Guarantor or Parent Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and the 

Collateral Trustee (with respect to the Security Documents), may amend or supplement this Indenture, the Security 

Documents and any Guarantee or the Notes without the consent of any Holder:

(1) [Reserved];

(2) to provide for uncertificated Notes in addition to or in place of 

certificated Notes, provided that such uncertificated Notes are in registered form pursuant to Section 163(f) of the 

Code;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuers’, and Parent Guarantor’s or 

any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits 

to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder (as 

evidenced by an Officer’s Certificate delivered to the Trustee);

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(6) to add covenants for the benefit of the Holders or to surrender any right

or power conferred upon the Issuers, any Parent Guarantor or any Guarantor;

(7) to evidence and provide for the acceptance and appointment under this 

Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(8) to add a Parent Guarantor or Guarantor under this Indenture;

(9) to make an amendment required by Section 4.22;

(10) [Reserved];

(11) to make any amendment to the provisions of this Indenture relating to 

the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the 

issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended 

would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and 

(ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(12) [Reserved]; or

(13) to grant any additional Lien for the benefit of the Holders of the Notes 

as security for the payment and performance of all or any portion of the Obligations, in any property or assets in 

addition to the Collateral, including any in which a Lien is required to be granted to or for the benefit of the Holders 

pursuant to this Indenture, and to provide for the release of a Lien as provided for in this Indenture.

Upon the request of the Issuers accompanied by a resolution of their Boards of Directors 

authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the 

documents described in Section 7.02 hereof, the Trustee, shall join with the Issuers and any Parent Guarantors or 

Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this 

Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the 

Trustee, shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, 

duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall 

be required in connection with the addition of a Parent Guarantor or Guarantor under this Indenture upon execution 

and delivery by such Parent Guarantor or Guarantor and the Trustee of a supplemental indenture to this Indenture 

substantially in the form attached hereto as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes. Except as provided below in this 

Section 9.02, the Issuers and the Trustee, may amend or supplement this Indenture, the Security Documents, the 

Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes 

then outstanding voting as a single class (including, without limitation, consents obtained in connection with a 

tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any 

existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, 

premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) 

or compliance with any provision of this Indenture, the Security Documents, the Guarantees or the Notes may be 

waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a 

single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 

Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” 

for the purposes of this Section 9.02.

Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in principal 

amount of the Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of 

the Collateral other than in accordance with this Indenture or the Security Documents.

Upon the request of the Issuers accompanied by a resolution of each Issuer’s Board of Directors 

authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of 

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evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the 

Trustee of the documents described in Section 7.02 hereof, the Trustee, shall join with the Issuers in the execution of 

such amended or supplemental indenture unless such amended or supplemental indenture directly affects the 

Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its 

discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve 

the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the 

substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers 

shall mail or electronically deliver to the Holders of Notes affected thereby a notice briefly describing the 

amendment, supplement or waiver. Any failure of the Issuers to mail or electronically deliver such notice, or any 

defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental 

indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this 

Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent 

to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such 

Note or alter or waive the provisions with respect to the redemption of such Notes (other than Section 3.09, 

Section 4.11 and Section 4.15 hereof and provisions relating thereto);

(3) reduce the rate of or change the time for payment of interest on any 

Note;

(4) waive a Default in the payment of principal of or premium or interest 

on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate 

principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect 

of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified 

without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers 

of past Defaults or the rights of Holders to receive payments of principal of or premium or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the legal right of any Holder to receive payment of principal of, 

or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any 

payment on or with respect to such Holder’s Notes; or

(9) make any change to or modify the ranking of the Notes in contractual 

right of payment or lien priority that would adversely affect the Holders.

For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in 

Article IV hereof, in each case in accordance with the provisions governing such amendment or deletion contained 

in this Indenture, shall be deemed to impair the legal right of any Holder to receive payment of principal of, or 

interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any 

payment on or with respect to such Holder’s Notes.

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Section 9.03 [Reserved].

Section 9.04 Revocation and Effect of Consents. Until an amendment, supplement or waiver 

becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every 

subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even 

if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a 

Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the 

waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in 

accordance with its terms and thereafter binds every Holder; provided that any amendment or waiver that requires 

the consent of each affected Holder shall not become effective with respect to any non-consenting Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the 

Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, 

notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly 

designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver 

or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record 

date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of 

the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes. The Trustee may place an appropriate 

notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange 

for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that 

reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect 

of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, 

supplement or waiver authorized pursuant to this Article IX if the amendment or supplement does not adversely 

affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, 

supplement or waiver until each Issuer’s Board of Directors approves it. In executing any amendment, supplement 

or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in 

relying upon, in addition to the documents required by Sections 7.02 and 14.04 hereof, an Officer’s Certificate and 

an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or 

permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding 

obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, 

subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding 

the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement 

adding a new Guarantor or Parent Guarantor under this Indenture.

ARTICLE X

[RESERVED]

ARTICLE XI

COLLATERAL AND SECURITY

Section 11.01 Security.

(a) The due and punctual payment of the principal of, premium on, interest and 

Additional Amounts, if any, on, the Notes and the Secured Guarantees when and as the same shall be due and 

payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and 

interest on the overdue principal of, premium on, interest and Additional Amounts, if any, on the Notes and the 

Secured Guarantees and performance of all other obligations of the Issuers, the Guarantors and the Parent 

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Guarantors (other than the Parent) to the Holders, the Trustee or the Collateral Trustee under this Indenture and the 

Notes and the Secured Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in 

the Security Documents.

(b) Each of the Issuers, each Guarantor and each Parent Guarantor (other than the 

Parent) consents to, and agrees to be bound by, the terms of the Escrow Agreement, the Security Documents, as the 

same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each 

Holder, by its acceptance of the Notes and Guarantees, consents and agrees to the terms of the Escrow Agreement, 

the Security Documents (including, without limitation, the Collateral Trust Agreement and the European ABL 

Intercreditor Agreement and the provisions of the Security Documents providing for foreclosure and release of 

Collateral and authorizing the Collateral Trustee and the Trustee, if applicable, to enter into any Security Document 

or additional intercreditor arrangements, or, in each case, amendments in accordance herewith or therewith, on its 

behalf) as the same may be in effect or may be amended from time to time in accordance with their terms, or may be 

entered after the date hereof, and authorizes and directs the Collateral Trustee to enter into the applicable Security 

Documents and to perform its obligations and exercise its rights thereunder in accordance therewith.

(c) Subject to the Agreed Guarantee and Security Principles, the Issuers, each of the 

Guarantors and each of the Parent Guarantors (other than the Parent) will use reasonable best efforts to do or cause 

to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably 

request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of the Notes, duly 

created and enforceable and perfected Liens upon the Collateral. Each of the Issuers, each of the Guarantors and 

each of the Parent Guarantors (other than the Parent) will use reasonable best efforts to promptly execute, 

acknowledge and deliver such Security Documents, instruments, certificates, notices, registrations, filings, and other 

documents, and take such other actions as shall be reasonably required, or that the Collateral Trustee may reasonably 

request, to create, perfect, protect, continue, assure or enforce the Liens and benefits intended to be conferred, in 

each case as contemplated by the Security Documents for the benefit of the holders of the Notes. Without limiting 

the generality of the foregoing, and in accordance with the Agreed Guarantee and Security Principles, the Issuers, 

the Parent and their Restricted Subsidiaries shall use best efforts to cause: 

(1) perfected Liens to be granted by the recipients of any proceeds of the 

Notes on-lent by any Issuer or any of its Restricted Subsidiaries (that is not a European ABL Group Member) to a 

European ABL Group Member, which liens shall rank junior in priority to the European ABL Liens, and shall be 

subject to (i) applicable law, (ii) the Agreed Guarantee and Security Principles, (iii) any agreements of such Person 

then existing not created in contemplation of such Investment(including without limitation those with third party 

creditors in whose favor Permitted Liens have been granted); and 

(2) the European ABL Obligors to grant and perfect Liens on their property 

and assets to secure (x) the Note Obligations and (y) the obligations under the 2021 Notes and related security 

documents, in each of case (x) and (y), as contemplated by the DIP Orders, to the full extent permissible under 

Applicable Law as soon as reasonably practicable upon or following the Issue Date; provided that, in accordance 

with the Agreed Guarantee and Security Principles, (X) the Liens securing the Note Obligations (the “European 

Asset Note Liens”) shall rank senior in priority to the Liens securing obligations under the 2021 Notes and related 

security documents (the “European Asset 2021 Notes Liens”) and junior in priority to the Liens securing any 

outstanding Senior Obligations (as defined in the Agreed Guarantee and Security Principles) under the European 

ABL Facility (the “European ABL Liens”) (to the extent there are any outstanding Senior Obligations under the 

European ABL Facility), and (Y) the European Asset 2021 Notes Liens shall rank junior in priority to both the 

European Asset Note Liens and the European ABL Liens (to the extent there are any outstanding Senior Obligations 

under the European ABL Facility); 

(3) Spain Propco to grant and perfect Liens on its property and assets to 

secure the Note Obligations and the obligations under the 2021 Notes on a first-priority and second-priority basis, 

respectively, in each case, as contemplated by the DIP Orders, to the fullest extent permissible under Applicable 

Law as soon as reasonably practicable upon or following the Issue Date; and

(4) upon repayment in full and discharge of the France Propco Debt, 

France Propco to grant and perfect Liens on its property and assets to secure the Note Obligations and the 

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obligations under the 2021 Notes on a first-priority and second-priority basis, respectively, in each case, as 

contemplated by the DIP Orders, to the fullest extent permissible under Applicable Law as soon as reasonably 

practicable upon or following the Issue Date.

(d)

(1) Subject to the Agreed Guarantee and Security Principles, to the extent 

any security interest in the Collateral is not created or perfected, or related security documents are not provided, on 

or prior to the Issue Date, each of the Issuers, each Guarantor and each Parent Guarantor (other than the Parent) will 

use reasonable best efforts to have all such security interests created or perfected, and to have such related 

documents provided, in each case to the extent required by this Indenture or by the Security Documents, within 45 

days following the Issue Date and to continue to use reasonable best efforts to take such actions to the extent such 

security interest has not been created or perfected and such related documents have not been provided within 45 

days following the Issue Date (until such time, if any, as the Issuer determines that any further efforts to take any 

such action would be commercially futile, as evidenced by an Officer’s Certificate to that effect delivered to the 

Collateral Trustee, the Trustee and the Holders).

(2) If the Liens described in Section 11.01(c)(2) are not granted or 

perfected in all material respects (as reasonably determined by the Issuer) as contemplated by Section 11.01(c)(2) 

and the Agreed Guarantee and Security Principles within 45 days after the Issue Date, the Issuers and their 

Restricted Subsidiaries shall, on the Business Day after the expiration of such 45-day period, pay each Holder an 

aggregate amount in cash equal to $20.00 per $1,000.00 principal amount of Notes held by such Holder (the 

“Additional Interest Amount”).

(3) If the Liens described in Section 11.01(c)(2) are not granted or 

perfected in all material respects (as reasonably determined by the Issuer) as contemplated by Section 11.01(c)(2) 

and the Agreed Guarantee and Security Principles within 60 days after the Issue Date, the Issuers shall give prompt 

written notice thereof to each Holder, which notice shall state the aggregate outstanding principal amount and 

accrued and unpaid interest under the European ABL Facility as of the expiration of such 60-day period. Each 

+ROGHUVKDOOKDYHWKHULJKWZLWKLQ>Ɣ@%XVLQHVV'D\VDIWHUUHFHLSWRIVXFKQRWLFHWRJLYHZULWWHQQRWLFHHDFKDQ

“Exercise Notice”) of the exercise of its rights under this Section 11.01(d)(3). To the extent that Holders 

3([HUFLVLQJ+ROGHUV ́KDYHSURYLGHG([HUFLVH1RWLFHVGXULQJVXFK>Ɣ@-Business Day period, at a time reasonably 

agreed between the Issuers and the Exercising Holders, the Issuers shall sell, and the Exercising Holders shall 

purchase for cash, additional Notes (“Additional Notes”) in an aggregate principal amount that will provide net 

proceeds sufficient to repay in full and discharge all then outstanding amounts under the European ABL Facility, 

and the Issuers shall, upon receipt of the net proceeds from such Additional Notes, cause the European ABL Facility 

to be repaid in full and discharged. The purchase and sale of the Additional Notes under this Section 11.01(d)(3) 

shall be on economic terms substantially similar to those in the purchase and sale of the Initial Notes issued on the 

Issue Date, and the Issuers shall use all commercially reasonable efforts to cause such Additional Notes to trade 

fungibly with the Initial Notes. Any Exercising Holder shall, upon completion of such purchase and sale of 

Additional Notes, repay to the Company a portion of the Additional Interest Amount received by such Exercising 

Holder equal to the lesser of (x) $20.00 per $1,000.00 principal amount of Additional Notes such Exercising Holder 

purchased and (y) the full Additional Interest Amount such Exercising Holder received.

(e) Notwithstanding the foregoing, to the extent the Issuers, the Guarantors and the 

Parent Guarantors (other than the Parent) are unable to create or perfect security interests for the benefit of the 

Notes, or provide related security documents, after using reasonable best efforts until further efforts would be 

commercially futile (as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Trustee, the 

Trustee and the Holders), such failure shall not constitute a Default or Event of Default hereunder (provided that the 

Issuers and the Restricted Subsidiaries shall, in any event, comply with Section 11.02(d)(2) and (3)).

(f) The Security Documents and the Collateral shall be subject to the Agreed 

Guarantee and Security Principles.

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(g) The Issuers and the Guarantors shall deliver to the Trustee copies of all Security 

Documents and all notices and other documents delivered to the Collateral Trustee pursuant to the Security 

Documents.

(h) For avoidance of doubt, the Obligations of the Parent under this Indenture 

(including, without limitation, the Guarantee of Parent) are not and will not be secured by the Collateral.

Section 11.02 Concerning the Trustee.

(a) Except as otherwise provided in this Indenture or the Collateral Trust 

Agreement, the Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any 

action) under the Collateral Trust Agreement or any other Security Document without the written direction of the 

Holders and may, at the expense of the Issuers, request the direction of the Holders of a majority in aggregate 

principal amount of the outstanding Notes with respect to any such actions and, upon receipt of the written consent 

of the Holders of a majority in aggregate principal amount of the outstanding Notes along with security and 

indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions.

(b) Except as expressly provided for herein or in the Security Documents, neither 

the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (except for 

its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of 

competent jurisdiction) (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for 

the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or 

deficiency as to any such matters, (ii) unless it has been directed and indemnified in accordance with Section 11.05, 

for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security 

Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or 

assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, 

charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

(c) The rights, privileges, protections, immunities and benefits given to the Trustee 

under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, 

privileges, protections, immunities and benefits set forth in this Indenture are extended to the Collateral Trustee 

when acting under this Indenture, the Collateral Trust Agreement and the other Security Documents.

(d) The Trustee will not be responsible for filing any financing or continuation 

statements or recording any documents or instruments at any time or times or otherwise perfecting or maintaining 

the perfection of any Liens on the Collateral.

(e) Whenever an action under the Collateral Trust Agreement requires an Act of 

Required Secured Parties (as defined in the Collateral Trust Agreement), the Trustee, in its capacity as an 

Authorized Representative (as defined in the Collateral Trust Agreement), shall seek the direction of Holders of the 

Notes (if the Holder consent or direction is required under this Indenture). Subject to the next succeeding sentence, 

the Trustee shall deliver an affirmative vote in such Act of Required Secured Parties in the entire aggregate 

outstanding principal amount of the Notes, if the minimum consent or directions of Holders for such action required 

under this Indenture are met. If the requested action requires the consent or direction of each Holder of the Notes 

affected thereby, then the Trustee shall not deliver an affirmative vote in such Act of Required Secured Parties 

unless it receives the consent of each Holder.

Section 11.03 Intercreditor Agreements. This Article XI is subject to the terms, conditions and 

benefits set forth in the Collateral Trust Agreement and the European ABL Intercreditor Agreement. Each of the 

Issuers and each Guarantor, to the extent a party thereto, consents to, and agrees to be bound by the terms of the 

Collateral Trust Agreement and the European ABL Intercreditor Agreements, as the same may be in effect from 

time to time, and to perform its obligations thereunder in accordance therewith. Each Holder, by its acceptance of 

the Notes and the Guarantees, consents and agrees to all the terms and provisions of the Security Documents and the 

Collateral Trust Agreement and European ABL Intercreditor Agreement and to have authorized the Collateral 

Trustee to (or authorize the Trustee to direct the Collateral Trustee to) enter into any such Security Document or 

Collateral Trust Agreement or European ABL Intercreditor Agreement, or, in each case, any amendment in 

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accordance therewith. The claims of Holders will be subject to the Collateral Trust Agreement and the European 

ABL Intercreditor Agreement.

Section 11.04 Collateral Trust Agreement. This Article XI and the provisions of each Security 

Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each Holder 

of Notes, by its acceptance of the Notes, authorizes and instructs the Collateral Trustee on behalf of the Holders to 

(or authorizes the Trustee to direct the Collateral Trustee to) enter into the Collateral Trust Agreement as Collateral 

Trustee on behalf of such holders of Notes.

Section 11.05 Authorization of Actions to be Taken by the Trustee Under the Security 

Documents.

(a) Subject to the provisions of Section 7.01 and Section 7.02 hereof and the 

Collateral Trust Agreement and European ABL Intercreditor Agreement and the other Security Documents, the 

Trustee may direct, on behalf of the Holders, the Collateral Trustee to, take all actions as at least a majority of 

principal amount of Notes have directed the Trustee to take, or after an Event of Default in accordance with 

Section 7.01, it deems necessary or appropriate in order to enforce any of the terms of the Security Documents 

including:

(1) foreclose upon or otherwise enforce any or all of the Liens on the 

Collateral;

(2) enforce any of the terms of the Security Documents to which the 

Collateral Trustee is a party; or

(3) collect and receive payment of any and all Obligations.

(b) At the Issuers’ sole cost and expense and subject to the Trustee and the 

Collateral Trustee having been indemnified by the Holders and/or the Issuers, the Trustee is authorized and 

empowered (but is not obligated) to direct the Collateral Trustee to institute and maintain, such suits and 

proceedings as may be reasonably expedient to preserve or protect its interests and the interests of the Holders of 

Notes in the Collateral, including the power to institute and maintain suits or proceedings to restrain the enforcement 

of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or 

otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security 

interest hereunder or be prejudicial to the interests of Holders or the Trustee.

Section 11.06 Receipt of Funds of the Collateral Trustee Under the Security Documents.

Subject to the Collateral Trust Agreement and the European ABL Intercreditor Agreement, the Collateral Trustee is 

authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make 

further distributions of such funds to the Trustee or the Holders according to the provisions of this Indenture.

Section 11.07 Collateral Releases and Termination of Security Interest. The Collateral 

Trustee’s Liens upon the Collateral will be subject to release as provided in the Collateral Trust Agreement and the 

European ABL Intercreditor Agreement. In addition, upon the full and final payment and performance of all

obligations of the Issuers and Guarantors under this Indenture, the Security Documents, the Notes and the 

Guarantees or upon satisfaction and discharge of this Indenture, the Issuers shall deliver an Officer’s Certificate to 

the Collateral Trustee stating that such obligations have been paid in full, and the Liens securing the Secured 

Obligations pursuant to this Indenture and the Security Documents shall automatically be released in accordance 

with and to the extent provided by the Collateral Trust Agreement and the European ABL Intercreditor Agreement.

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ARTICLE XII

GUARANTEES

Section 12.01 Guarantee. For purposes of this Section 12.01 only and unless the context 

otherwise requires, the term “Guarantors” shall collectively refer to the Guarantors and the Parent Guarantors. 

Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as 

primary obligor and not merely as surety to each Holder of a Note authenticated and delivered by the Trustee and to 

the Trustee and its successors and assigns, that: (a) the principal of, interest, premium on the Notes shall be promptly 

paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue 

principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the 

Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof 

and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 

obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the 

extension or renewal, whether at stated maturity, by acceleration or otherwise (the Obligations described in the 

foregoing clauses (a) and (b), the “Guaranteed Obligations”)3

.

Each Guarantor understands, agrees and confirms that the Holders or the Trustee may enforce, in 

accordance with the applicable provisions of this Indenture, this Guarantee up to the full amount of the Guaranteed 

Obligations against such Guarantor without proceeding against the Issuer, the Co-Issuer or any other Guarantor, or 

against any security for the Secured Obligations, or under any other guarantee covering all or a portion of the 

Guaranteed Obligations. This Guarantee is a guarantee of prompt payment and performance and not of collection.

Additionally, subject to the provisions of this Article XII, each Guarantor, jointly and severally, 

unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether 

or not due or payable by the Issuers or any Guarantor upon the occurrence in respect of the Issuers or any Guarantor 

of any of the events specified in Section 6.01(a)(6) or (7) hereof, and unconditionally, absolutely and irrevocably, 

jointly and severally, promises to pay such Guaranteed Obligations to the Holders or the Trustee hereunder in 

accordance with the applicable provisions of this Indenture, on demand, subject in each case to the applicable

guarantee limitations set forth below; provided, however, that the Obligations of the Parent under this Indenture 

(including, without limitation, its Guarantee of the Notes) will not be guaranteed by the Issuer, the Co-Issuer or any 

other Guarantor for any purpose under the Notes or this Indenture.

The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional 

and is exclusive and independent of any security for or other guarantee of the indebtedness of any of the Issuers 

whether executed by such Guarantor, any other Guarantor or by any other party, and the liability of each Guarantor 

hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without 

limitation (and each of the Issuers and each Guarantor hereby waives any defense arising from any of the 

following): (a) any direction as to application of payment by any of the Issuers, any Guarantor or any other party, 

(b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party 

as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, 

(d) any dissolution, termination or increase, decrease or change in personnel by any of the Issuers or Guarantors, 

(e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance 

of this Guarantee, (f) any payment made to any Holder or the Trustee on the indebtedness which any Holder or the 

Trustee repays to the Issuer, the Co-Issuer or any Guarantor pursuant to court order in any bankruptcy, 

reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to 

the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction 

by the Holder or the Trustee or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the 

Guaranteed Obligations or of any security therefor.

The obligations of each Guarantor hereunder are independent of the obligations of any other 

Guarantor or any of the Issuers, and a separate action or actions may be brought and prosecuted against each 

Guarantor whether or not action is brought against any other Guarantor or any of the Issuers and whether or not any 

3 NTD: Should this cover the Guarantees of the Parent Guarantors as well?

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other Guarantor or any of the Issuers be joined in any such action or actions. Each Guarantor waives (to the fullest 

extent permitted by applicable law) the benefits of any statute of limitations affecting its liability hereunder or the 

enforcement thereof. Any payment by any of the Issuers or Guarantors or other circumstance which operates to toll 

any statute of limitations as to such Issuer, Co-Issuer or Guarantor shall operate to toll the statute of limitations as to 

each Guarantor.

Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of 

acceptance of this Guarantee and notice of the existence, creation or incurrence of any new or additional liability to 

which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, 

protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Trustee or any 

other Holder against, and any other notice to, any party liable thereon (including such Guarantor, any other 

Guarantor or any of the Issuers) and each Guarantor further hereby waives any and all notice of the creation, 

renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Holder or 

the Trustee upon this Guarantee, and the Guaranteed Obligations shall conclusively be deemed to have been created, 

contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this 

Guarantee. In addition, each Guarantor hereby waives any non-perfection of any collateral securing payment of any 

Secured Obligation and any other circumstance (including, without limitation, any statute of limitations but 

excluding payment or performance of the obligations) or any existence of or reliance on any representation by the 

Holders or the Trustee that might otherwise constitute a defense available to, or a legal or equitable discharge of, any 

of the Issuers or any Guarantor or surety.

Each Guarantor waives any right to require the Holders or the Trustee to: (i) proceed against any 

of the Issuers, any Guarantor or any other party; (ii) proceed against or exhaust any security held from any of the 

Issuers, any Guarantor or any other party; or (iii) pursue any other remedy in the Trustee’s or Holders’ power 

whatsoever. Each Guarantor waives any defense based on or arising out of any defense of any of the Issuers, any 

Guarantor or any other party other than payment in full in cash of the Guaranteed Obligations, including, without 

limitation, any defense based on or arising out of the disability of any of the Issuers, any Guarantor or any other 

party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation 

from any cause of the liability of any of the Issuers or any Guarantor other than payment in full in cash of the 

Guaranteed Obligations. Each Guarantor acknowledges and agrees that (x) none of the Holders or the Trustee shall 

have any obligation to investigate the financial condition or affairs of any of the Issuers or any other Guarantor for 

the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial 

condition, assets or affairs of any of the Issuers or any Guarantor that might become known to any Holder or Trustee 

at any time, whether or not such Holder or Trustee knows or believes or has reason to know or believe that any such 

fact or change is unknown to such Guarantor, or might (or does) increase the risk of such Guarantor as guarantor 

hereunder, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Guaranteed 

Obligations hereunder and (y) the Holders and the Trustee shall have no duty to advise any Guarantor of information 

known to them regarding any of the aforementioned circumstances or risks. The foreclosure on any Collateral 

serving as security held pursuant to the Security Documents, in one or more judicial or nonjudicial sales, whether or 

not every aspect of such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or 

the exercise of any other rights or remedies under the Security Documents will not affect or impair in any way the 

liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. 

Each Guarantor waives any defense arising out of any such foreclosure or exercise of remedies, even though it 

operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other 

right or remedy of such Guarantor against any other party or any security.

Each Guarantor has knowledge and assumes all responsibility for being and keeping itself 

informed of the Issuers’ financial condition, affairs and assets, and of other circumstances bearing upon the risk of 

nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor 

assumes and incurs hereunder, and has adequate means to obtain from the Issuers’ on an ongoing basis information 

relating thereto and each Issuers’ ability to pay and perform its Obligations under this Indenture, and agrees to 

assume the responsibility for keeping, and to keep, so informed for so long as its Guarantee hereunder is in effect. 

Each Guarantor hereby acknowledges and agrees that none of the Holders, the Trustee or any other Person shall be 

under any obligation (a) to marshal any assets in favor of such Guarantor or in payment of any or all of the liabilities 

of any of the Issuers or any Guarantor under the Indenture or Security Documents or the obligation of such 

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Guarantor hereunder or (b) to pursue any other remedy that such Guarantor may or may not be able to pursue itself 

any right to which such Guarantor hereby waives.

Each Guarantor warrants and agrees that each of the waivers set forth in this Section 12.01 is made 

with full knowledge of its significance and consequences and that if any of such waivers are determined to be 

contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent 

permitted by applicable law.

No invalidity, illegality, irregularity or unenforceability of all or any part of the Guaranteed 

Obligations, the Indenture, the Security Documents or any other agreement or instrument relating to the Guaranteed 

Obligations or of any security or guarantee therefor shall affect, impair or be a defense to this Guarantee, and this 

Guarantee shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence 

of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except 

payment in full of the Guaranteed Obligations.

This Guarantee is a continuing one and all liabilities to which it applies or may apply under the 

terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part 

of any Holder or the Trustee in exercising any right, power or privilege hereunder shall operate as a waiver thereof, 

nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further 

exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly 

specified are cumulative and not exclusive of any rights or remedies which any Holder or the Trustee would 

otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other 

further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Holder or 

Trustee to any other or further action in any circumstances without notice or demand. It is not necessary for any 

Holder or Trustee to inquire into the capacity or powers of any of the Issuers or the Guarantors or the officers, 

directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created 

in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ 

fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01.

The Guarantee issued by any Guarantor shall be a senior obligation of such Guarantor.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, 

counterclaim, reduction or diminution of any kind or nature (except as required by applicable law).

As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, 

Registrar, and Transfer Agent, as applicable.

Section 12.02 Limitation on Guarantor Liability.

(a) This Section 12.02(a) shall apply to any guarantee (hereafter a “United States 

Guarantee”) which is granted as provided under the Agreed Guarantee and Security Principles by any Guarantor 

incorporated under the laws of the United States of America or any State or territory thereof (a “US Guarantor”). 

Each Guarantor and each Holder (by its acceptance of the benefits of the Guarantee in this Article XII) hereby 

confirms that it is its intention that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of 

the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate 

the foregoing intention, each Guarantor and each Holder (by its acceptance of the benefits of the Guarantee in this 

Article XII) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be 

limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) 

liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution 

pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, 

result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a 

fraudulent transfer or conveyance.

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(b) (1) The restrictions in this Section 12.02(b) shall apply to any guarantee 

and indemnity (hereinafter the “German Guarantee”) granted by a Guarantor incorporated under the laws of 

Germany as a limited liability company (“GmbH”) (a “German Guarantor”) to secure liabilities of its direct or 

indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within 

the meaning of section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for

the avoidance of doubt purposes any direct or indirect Subsidiary of such Guarantor). It is understood and agreed 

that the limitations set forth in this Section 12.02(b) shall also apply to any German Guarantor’s obligations under 

the Guarantee to repay any amounts owed under Sections 12.04 which are not attributable to such German 

Guarantor.

(2) The restrictions in this Section 12.02(b) shall not apply to the extent the 

German Guarantor secures any indebtedness under any Indenture or Security Document in respect of (i) loans to the 

extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its 

Subsidiaries and such amount on-lent or otherwise passed on is not repaid or (ii) any other benefit granted under the

Indenture or Security Documents.

(3) The parties to this Indenture agree that if payment under the Guarantee 

or enforcement of the Guarantee under the Security Documents to which a German Guarantor is a party would 

(i) cause the amount of a German Guarantor’s net assets, as calculated pursuant to this Section 12.02(b), to fall 

below the amount of its registered share capital (Stammkapital), or (ii) increase an existing shortage of its registered 

share capital (Vertiefung einer Unterbilanz), in each case in violation of section 30 of the German Limited Liability 

Companies Act (Gesetz betreffend die Gesellschaft mit beschränkter Haftung) (“GmbHG”) (such events are 

hereinafter referred to as a “Capital Impairment”), then the Trustee shall, at the direction of the Requisite Holder 

Designee, subject to Sections 12.02(b)(4) and (5) and the applicable provisions of the Collateral Trust Agreement, 

demand such payment or enforcement from such German Guarantor only to the extent such Capital Impairment 

would not occur.

(4) If the relevant German Guarantor does not notify the Trustee in writing 

(the “Management Notification”) within ten Business Days after the Trustee notified such German Guarantor of its 

intention to demand payment under the Guarantee that a Capital Impairment would occur (setting out in reasonable 

detail to what extent a Capital Impairment would occur), then the restrictions set out in Section 12.02(b)(3) shall not 

apply.

(5) If the relevant German Guarantor does not provide an Auditors’ 

Determination (as defined below) within 30 Business Days from the date on which the Trustee received the 

Management Notification then the restrictions set out in the Section 12.02(b)(3) shall not apply and the Trustee shall 

not be obliged to assign or make available to the German Guarantor any net proceeds realized.

(6) The calculation of net assets (the “Net Assets”) shall only take into 

account the sum of the values of the assets of the relevant German Guarantor determined in accordance with 

applicable law and court decisions and, if there is no positive going concern (positive Fortführungsprognose) based 

on the lower of book value (Buchwert) and liquidation value (Liquidationswert) (consisting of all assets which 

correspond to those items listed in section 266 subsection (2) A, B and C of the German Commercial Code 

(Handelsgesetzbuch) “HGB”) less the relevant German Guarantor’s liabilities (consisting of all liabilities and 

liability reserves which correspond to those items listed in accordance with section 266 subsection (3) B, C and D

HGB).

(7) For the purposes of calculating the Net Assets, the following balance 

sheet items shall be adjusted as follows:

(A) the amount of any increase in the registered share capital of 

the relevant German Guarantor which was carried out after the relevant German Guarantor became a party to this 

Indenture without the prior written consent of the Trustee shall be deducted from the amount of the registered share 

capital of the relevant German Guarantor;

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(B) loans or other contractual liabilities incurred by the relevant 

German Guarantor in breach of the Indenture or the Security Documents shall not be taken into account as liabilities.

(8) The relevant German Guarantor shall realize, to the extent legally 

permitted and commercially reasonable in a situation where it does not have sufficient Net Assets to maintain its 

registered share capital, all of its assets that are shown in the balance sheet with a book value (Buchwert) that is 

significantly lower than the market value of the assets if such asset is not necessary for the German Guarantor’s 

business (betriebsnotwendig).

(9) The limitations on demanding payment under this Guarantee set out in 

this Section 12.02(b) shall not apply if and to the extent that the German Guarantor has not taken a specific measure 

which the Trustee has reasonably requested and which the relevant German Guarantor is legally permitted to take in 

order to avoid demanding payment under the Guarantee causing a Capital Impairment of the relevant German 

Guarantor (including without limitation, setting off-claims), provided that it is commercially justifiable to take such 

measures.

(10) If the relevant German Guarantor claims that a Capital Impairment 

would occur on payment under this Guarantee, the German Guarantor may (at its own cost and expense) arrange for 

the preparation of a balance sheet by a firm of recognized auditors (the “Auditors”) in order to have such Auditors 

determine whether (and, if so, to what extent) any payment under this Guarantee would cause a Capital Impairment 

(the “Auditors’ Determination”).

(11) The Auditors’ Determination shall be prepared, taking into account the 

adjustments set out in Section 12.02(b)(6) and (7), by applying the generally accepted accounting principles 

applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles 

and evaluation methods as constantly applied by the relevant German Guarantor in the preparation of its financial 

statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration 

applicable court rulings of German courts. Subject to Section 12.02(b)(15), such Auditors’ Determination shall be 

binding on the relevant German Guarantor and the Trustee.

(12) Even if the relevant German Guarantor arranges for the preparation of

an Auditors’ Determination, the relevant German Guarantor’s obligations under the mitigation provisions set out in 

Section 12.02(b)(viii) shall continue to exist.

(13) If, after it has been provided with an Auditors’ Determination which 

prevented it from demanding any or only partial payment under this Guarantee, the Trustee has reasonable grounds 

to believe that the financial condition of the relevant German Guarantor as set out in the Auditors’ Determination 

has substantially improved (in particular, if the relevant German Guarantor has taken any action in accordance with 

the mitigation provisions set out in Section 12.02(b)(8)), the Trustee may (but shall not be obligated), at the direction 

of the Requisite Holder Designee, at the relevant German Guarantor’s cost and expense, arrange for the preparation 

of an updated balance sheet of the relevant German Guarantor by applying the same principles that were used for the 

preparation of the Auditors’ Determination by the Auditors who prepared the Auditors’ Determination pursuant to 

Section 12.02(b)(10) in order for such Auditors to determine whether (and, if so, to what extent) the situation 

leading to a Capital Impairment has been cured as a result of the improvement of the financial condition of the 

relevant German Guarantor. The Trustee may, at the direction of the Requisite Holder Designee, demand payment 

under this Guarantee to the extent that the Auditors determine that the Capital Impairment has been cured. Without 

prejudice to the foregoing, the Trustee shall have no obligation to examine or analyze the financial condition of any 

German Guarantor.

(14) Any managing director (Geschäftsführer) of a German Guarantor may 

request reimbursement from the Holders (pro rata) or the Trustee for such net proceeds received by the relevant 

Holder or Trustee from the realization of the security and/or guarantee provided hereunder if such managing director 

is required to reimburse the German Guarantor pursuant to section 64, sentence 3 GmbHG due to a final nonappealable (rechtskräftig) court decision (other than a court decision based on omission (Versäumnisurteil) or 

recognisance (Anerkenntnis)) which states that either the granting or the enforcement of any Security Document or a 

payment under this Guarantee led to the illiquidity (Zahlungsunfähigkeit) of the relevant German Guarantor, such 

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request to be made within one month from the date of service (Zustellung) on such managing director the German 

Guarantor of such final court decision.

(15) Notwithstanding any limitation under this Guarantee, the Trustee shall 

be entitled (but not required) to further pursue in court payment claims under this Guarantee granted by the 

respective German Guarantor if it disagrees with the Auditor’s Determination by claiming in court that demanding 

payment under the German Guarantee against the relevant German Guarantor does not violate §§ 30, 31 GmbHG. 

The agreement of the Trustee to abstain from demanding any or part of the payment under this Guarantee in 

accordance with the provisions above shall constitute neither a waiver (Verzicht) of any right granted under this 

Indenture or any Security Document to the Trustee or any Holder nor a definite defense (Einwendung) of the 

relevant German Guarantor against any of the guaranteed obligations.

(16) In addition to the limitations on the granting, enforcement of and 

performance under the German Guarantee set forth in this Section 12.02(b), it is hereby agreed that the German 

Guarantor shall have a defense against any claim, enforcement, or other request for performance or requirement to 

perform, whether such requirement is based on statute, contract or otherwise, to the extent such claim, enforcement 

or other performance would result in personal liability for the German Guarantor’s managing director(s) under then 

applicable law and any claims arising under the German Guarantee shall be limited to the extent of such defense, 

such that such personal liability would not be incurred. Nothing herein shall nor shall be deemed to prevent the 

Trustee from asserting, in a court of law or otherwise, that the claim, enforcement or other request for performance 

would not cause the German Guarantor’s managing director(s) to incur any liability, nor shall it prevent the German 

Guarantor from asserting, in a court of law or otherwise, to the contrary.

(17) The aforementioned provisions shall apply to a limited partnership with 

a limited liability company as its general partner (GmbH & Co. KG) mutatis mutandis and all references to net assets 

shall be construed as a reference to the aggregated net assets of the general partner and the limited partnership.

(18) In addition to the limitations on the granting, enforcement of and 

performance under the German Guarantee set forth in this Section 12.02(b), it is hereby agreed that the German

Guarantor shall have a defense against any claim, enforcement, or other request for performance or requirement to 

perform, whether such requirement is based on statute, contract or otherwise, to the extent such claim, enforcement 

or other performance would result in personal liability for the German Guarantor’s managing director(s) under then 

applicable law and any claims arising under the German Guarantee shall be limited to the extent of such defense, 

such that such personal liability would not be incurred. Nothing herein shall nor shall be deemed to prevent the 

Trustee from asserting, in a court of law or otherwise, that the claim, enforcement or other request for performance 

would not cause the German Guarantor’s managing director(s) to incur any liability, nor shall it prevent the German 

Guarantor from asserting, in a court of law or otherwise, to the contrary.

(c) In respect of any Guarantor which is organized under the laws of the British 

Virgin Islands or registered under the British Virgin Islands Business Companies Act, 2004 (a “BVI Guarantor 

Entity”), each other Guarantor and each Holder agrees that the maximum amount a BVI Guarantor Entity shall be 

liable for in respect of the Guaranteed Obligations shall be such sum as would be the maximum amount that such 

BVI Guarantor Entity could pay whilst still allowing the directors of the BVI Guarantor Entity to resolve that they 

are satisfied, on reasonable grounds, that immediately thereafter (i) the value of the assets of the BVI Guarantor 

Entity exceed its liabilities and (ii) the BVI Guarantor Entity is able to pay its debts as they fall due.

(d) The provisions of this Section 12.02(d) shall apply in respect of any Guarantor 

(an “Australian Guarantor”) which is organized under the laws of Australia or any political subdivision thereof. A 

Holder or Trustee may place in a suspense account any payment it receives from an Australian Guarantor for as long 

as it thinks prudent and need not apply it towards satisfying the Guaranteed Obligations or other money payable

under this Guarantee.

Each Holder and the Trustee agrees to pay any money remaining after the Guaranteed Obligations 

are discharged either to the relevant Australian Guarantor (which the Holders or Trustee may do by paying it into an 

account in the relevant Australian Guarantor’s name) or to another person entitled to it. In doing so, it does not 

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incur any liability to the Australian Guarantor. Neither a Holder nor a Trustee is required to pay an Australian 

Guarantor interest on any money remaining after the Guaranteed Obligations are discharged.

An Australian Guarantor is only credited with money from the date the Holder or Trustee, as 

applicable, actually receives it.

Australian Guarantor irrevocably appoints the Trustee and each of its authorized officers 

individually as its attorney and agrees to formally approve all action taken by an attorney under this paragraph. 

Each attorney may: (i) do anything which the Australian Guarantor may lawfully do to exercise its right of proof 

after an insolvency event occurs in respect of any Australian Guarantor in connection with a matter not connected 

with its rights as “Guarantor” under this Guarantee. (These things may be done in the Australian Guarantor’s name 

or the attorney’s name and they include signing and delivering documents, taking part in legal proceedings and 

receiving any dividend arising out of the right of proof); (ii) delegate its powers (including this power) and may 

revoke a delegation; and (iii) exercise its powers even if this involves a conflict of duty and even if it has a personal 

interest in doing so. The attorney need not account to the relevant Australian Guarantor for any dividend received 

on exercising the right of proof under this paragraph except to the extent that any dividend remains after the Holders 

or the Trustee, as applicable, have received all of the Guaranteed Obligations and all other amounts payable under 

this guarantee.

Notwithstanding anything to the contrary in this Indenture or in the Security Documents, and 

solely for purposes of this Guarantee and the obligations guaranteed by the Issuers and the Guarantors (other than 

the Australian Guarantors) hereunder, the definition of Guaranteed Obligations shall assume that the Security 

Documents governed by Australian law and New York law secure the “Guaranteed Obligations” (as defined in a 

manner consistent with the Security Documents governed by a law other than that of Australia) of the Australian 

Guarantors instead of the “Secured Money” (as defined in the applicable Security Documents) of the Australian 

Guarantors.

(e) With respect to the Guarantor which is incorporated under the laws of the 

Netherlands, this guarantee does not apply to any liability to the extent that it would result in this guarantee 

constituting unlawful financial assistance within the meaning of section 2:98c of the Dutch Civil Code, or any 

equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor.

(f) Subject to the provisions of this Section 12.02(f) and notwithstanding anything 

to the contrary in this Indenture, any liability of any Guarantor which is incorporated under the laws of England and 

Wales does not apply to any liability to the extent that it would result in this Guarantee constituting unlawful 

financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006.

(g) Any Collateral granted by any company incorporated in Spain (a “Spanish 

Company”) shall (i) not extend to any obligation incurred in respect of financing for the purpose of (a) acquiring 

shares (acciones) representing the share capital of such Spanish Company or shares (acciones) or quotas 

(participaciones sociales) representing the share capital of its holding company (and, in the case of a Spanish 

Company incorporated under the form of a “Sociedad de Responsabilidad Limitada” or “S.L.s”, the shares of its 

group companies) or (b) refinancing a previous debt incurred for the acquisition of shares (acciones) representing 

the share capital of such Spanish Company or shares (acciones) or quotas (participaciones sociales) representing the 

share capital of its holding company (and, in the case of a Spanish Company incorporated under the form of a 

“Sociedad de Responsabilidad Limitada” or “S.L.s”, the shares of its group companies), and shall (ii) be deemed not 

to be undertaken or incurred by the Spanish Company to the extent that the same would constitute unlawful financial 

assistance within the meaning of Articles 143 and 150 of the Spanish Capital Companies Law (Real Decreto 

Legislativo 1/2010 de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital) or any 

other legal provision that may substitute such articles in the future.

For these purposes, a reference to a “holding company” of any Spanish Company shall mean the 

company which, directly or indirectly, owns the majority of the voting rights of the Spanish Company or that may 

have a dominant influence on such Spanish Company. It shall be presumed that one company has a dominant 

influence on another company when (i) any of the scenarios set out in section 1 of article 42 of the Spanish 

Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing 

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body of the Spanish Company are also members of the managing body or top managers (altos directivos) of the 

dominant company or of another company controlled by such dominant company.

The Collateral provided by Spanish Company incorporated under the form of a “Sociedades de 

Responsabilidad Limitada” or “S.L.s”, is subject to the following restrictions: (a) S.L.s can only issue notes up to an 

aggregate maximum amount of twice its own equity (“recursos propios”), unless the issue is secured by a mortgage, 

a pledge of securities, a public guarantee or a joint and several guarantee from a credit institution and, to the extent 

that such restriction may also apply to S.L.s when securing the Notes, a similar restriction shall be applicable to the 

Collateral granted by a Spanish Company incorporated under the form of S.L.s. (b) S.L.s are prohibited to issue or 

secure notes convertible into quotas (participaciones sociales).

(h) The Guaranteed Obligations shall be subject to the Agreed Guarantee and 

Security Principles, and the foregoing limitations and terms may be modified and amended pursuant to guarantee 

granted by a particular guarantor as provided for and in accordance with the Agreed Guarantee and Security 

Principles. Subject to the Agreed Guarantee and Security Principles, each of the Issuers will use reasonable best 

efforts to procure that each of the guarantors of the 2021 Notes (that is not an ABL Guarantor) shall enter into a 

guarantee pursuant to section 12.01 hereof as soon as reasonably practicable or by entering into a supplemental 

indenture to this Indenture upon or following the Issue Date (including any modifications to the limitation 

provisions set out in section 12.02 hereof as may be reasonably agreed between legal counsel to the relevant 

Guarantor and the Holders) and in any event must enter into a guarantee pursuant to section 12.01 hereof within 21 

Business Days of the Issue Date.

(i) Notwithstanding anything to the contrary herein, the Obligations of the Parent 

under this Indenture (including, without limitation, the Parent’s Guarantee of the Notes), shall not be guaranteed by 

the Issuer, the Co-Issuer or any other Guarantor hereunder.

(j) Notwithstanding anything to the contrary herein, the guarantees by TRU 

(Holdings) Limited, TRU Europe Limited, TRU (UK) H8 Limited and/or any other Guarantor that is a disregarded 

entity for U.S. federal income tax purposes will, except with respect to the guarantees by the European ABL 

Obligors, Spain Propco and France Propco, be, in each case, without recourse to any voting stock in excess of 65% 

of any subsidiary of such Guarantor that is a CFC or FSHCO.

Section 12.03 Execution and Delivery. Each Guarantor hereby agrees that its execution and 

delivery of this Indenture or any supplemental indenture to this Indenture executed on behalf of such Guarantor by 

an officer thereof in accordance with Section 4.16 hereof shall evidence its Guarantee set forth in Section 12.01 

hereof and shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of 

such Guarantee on the Notes. Upon execution and delivery of or any supplemental indenture to this Indenture, if 

applicable, the Guarantees set forth in this Indenture shall be deemed duly delivered, without any further action by 

any Person, on behalf of the Guarantors.

If an officer of a Guarantor whose signature is on this Indenture or any supplemental indenture to 

this Indenture no longer holds that office at the time the Trustee authenticates any Note, the Guarantee of such 

Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute 

due delivery of the Guarantee set forth in this Indenture or any supplemental indenture to this Indenture on behalf of 

the Guarantors.

Section 12.04 Subrogation. Each Guarantor shall be subrogated to all rights of Holders against 

the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 12.01 hereof; 

provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or

receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable 

by the Issuers under this Indenture or the Notes shall have been paid in full.

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Section 12.05 Benefits Acknowledged. Each Guarantor acknowledges that it will receive 

direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee 

and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 12.06 Release of Guarantees. A Guarantee by a Guarantor, if any, shall be 

automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or 

the Trustee is required for the release of such Guarantor’s Guarantee:

(a) upon any sale, exchange or transfer (by merger or otherwise) of the Capital 

Stock of such Guarantor (following which the applicable Guarantor is no longer a Restricted Subsidiary) which sale, 

exchange or transfer is not prohibited by the applicable provisions of this Indenture;

(b) in the case of any Restricted Subsidiary that after the Issue Date is required to 

guarantee the Notes pursuant to Section 4.16 hereof, upon the release or discharge of the guarantee that resulted in 

the creation of such Guarantee;

(c) [Reserved];

(d) upon the discharge of the Issuers’ obligations under this Indenture, in 

accordance with the terms of this Indenture; or

(e) in accordance with the European ABL Intercreditor Agreement.

Upon delivery by the Issuers to the Trustee of an Officer’s Certificate and Opinion of Counsel to 

the effect that such release complies with this Indenture, the Trustee will execute any documents reasonably 

requested by the Issuers or such Guarantor in order to evidence the release of any Guarantor from its obligations 

under its Guarantee (but, for the avoidance of doubt, no such document or evidence shall be required hereunder in 

order to effect such release).

ARTICLE XIII

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge. This Indenture shall be discharged and shall cease 

to be of further effect as to all Notes (other than certain rights of the Trustee and the Issuers’ obligations in 

connection therewith), when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or 

destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been 

deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation 

have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and 

payable within one year or may be called for redemption within one year under arrangements satisfactory to the 

Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the 

Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust 

solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination 

thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest in the opinion of 

an accounting appraisal or investment banking firm of national standing (in the case of Government Securities) to 

pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for 

principal, premium and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to 

be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each 

case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred 

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and be continuing on the date of such deposit or shall occur as a result of such deposit, and such deposit will not 

result in a breach or violation of, or constitute a default under, any agreement relating to Indebtedness in excess of 

$50.0 million (except such threshold shall be $175.0 million in the case of the Parent), other than under this 

Indenture, to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other 

than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous 

deposit relating to other Indebtedness and in each case, the granting of Liens in connection therewith);

(C) the Issuers have paid or caused to be paid all sums payable by 

them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the 

Trustee to apply the deposited money toward the payment of the Notes at the stated maturity date or the Redemption 

Date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the 

Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

The Collateral will be released from the Lien securing the Notes upon a satisfaction and discharge 

in accordance with the provisions of this Section 13.01.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been 

deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of 

Section 13.02 hereof shall survive.

Section 13.02 Application of Trust Money. All money deposited with the Trustee pursuant to 

Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this 

Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own 

Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium) and 

interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated 

from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in 

accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of 

any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and 

any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit

had occurred pursuant to Section 13.01 hereof; provided that if the Issuers have made any payment of principal of, 

premium or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to 

the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by 

the Trustee or Paying Agent.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or 

assessed against the cash or Government Securities deposited pursuant to Section 13.01 hereof or the principal and 

interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the 

Holders of the outstanding Notes or the Trustee.

ARTICLE XIV

MISCELLANEOUS

Section 14.01 [Reserved].

Section 14.02 Notices.

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Any notice or communication by the Issuers, any Guarantor, or the Trustee to the others is duly 

given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt 

requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Toys “R” Us, Inc.

One Geoffrey Way

Wayne, NJ 07470

Fax No.: (973) 617-4005

Attention: Chief Financial Officer and General Counsel

If to the Trustee, Registrar, Paying Agent or Transfer Agent:

Wilmington Savings Fund Society, FSB 

500 Delaware Avenue

Wilmington, DE, 19801

Attn: TRU Taj 11.0% Senior Secured ABL DIP Notes

The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or 

different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been 

duly given: at the time delivered by hand, if personally delivered; at the time sent, if delivered electronically; five 

calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt 

acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air 

courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be 

deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be delivered electronically or mailed by first-class 

mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its 

address shown on the register kept by the Registrar. Failure to mail or electronically deliver a notice or 

communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding anything herein to the contrary, where this Indenture provides for notice to the 

Holders in any manner, such notice may be sent or transmitted to Holders of Global Notes in any manner that is in 

accordance with the procedures of the Depositary and shall be deemed to be sufficient giving of such notice for 

every purpose hereunder. If a notice or communication is mailed or delivered in the manner provided above within 

the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail or electronically deliver a notice or communication to Holders, it shall mail or 

electronically deliver a copy to the Trustee and each Agent at the same time.

Section 14.03 [Reserved].

Section 14.04 Certificate and Opinion as to Conditions Precedent. Upon any request or 

application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers 

or such Guarantor, as the case may be, shall furnish to the Trustee:

(1) An Officer’s Certificate in form reasonably satisfactory to the Trustee 

(which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all 

conditions precedent and covenants, if any; provided for in this Indenture relating to the proposed action have been 

satisfied; and

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(2) An Opinion of Counsel in form reasonably satisfactory to the Trustee 

(which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all 

such conditions precedent and covenants have been satisfied.

Section 14.05 Statements Required in Certificate or Opinion. Each certificate or opinion with 

respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided 

pursuant to Section 4.04 hereof) shall include:

(a) a statement that the Person making such certificate or opinion has read such 

covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation 

upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such 

examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such 

covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance 

on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or 

covenant has been complied with.

Section 14.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for action 

by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable 

requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders. No 

director, officer, employee, incorporator, stockholder, member or limited partner of the Issuers or any Guarantor or 

any of their parent companies (other than the Issuers and the Guarantors) shall have any liability for any obligations 

of the Issuers or the Guarantors under the Notes, the Guarantees, if any, or this Indenture or for any claim based on, 

in respect of, or by reason of such obligations or their creation. Each Holder by accepting the Notes waives and 

releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08 Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE 

WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 

NEW YORK.

Section 14.09 Waiver of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS AND 

THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 

APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING 

OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED 

HEREBY.

Section 14.10 Force Majeure. In no event shall any of the Trustee, Paying Agent, Registrar, 

Transfer Agent or Collateral Trustee be responsible or liable for any failure or delay in the performance of their 

obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond their reasonable 

control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military 

disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, 

communications or computer (software or hardware) services.

Section 14.11 No Adverse Interpretation of Other Agreements. This Indenture may not be 

used to interpret any other indenture, loan or debt agreement of the Issuers or the Restricted Subsidiaries or of any 

other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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Section 14.12 Successors. All agreements of the Issuers in this Indenture and the Notes shall 

bind its successors. All agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent in this 

Indenture shall bind their respective successors. All agreements of each Guarantor in this Indenture shall bind its 

successors, except as otherwise provided in Section 12.06 hereof.

Section 14.13 Severability. In case any provision in this Indenture or in the Notes shall be 

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any 

way be affected or impaired thereby.

Section 14.14 Counterpart Originals. The parties may sign any number of copies of this 

Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The 

exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute 

effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original 

instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be 

their original signatures for all purposes.

Section 14.15 Table of Contents, Headings, etc. The Table of Contents, Cross Reference 

Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference 

only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or 

provisions hereof.

Section 14.16 USA Patriot Act. The parties hereto acknowledge that in accordance with 

Section 326 of the USA Patriot Act the Trustee and Agents, like all financial institutions and in order to help fight 

the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies 

each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree 

that they will provide the Trustee and the Agents with such information as they may request in order to satisfy the 

requirements of the USA Patriot Act.

Section 14.17 Consent to Jurisdiction and Service. In relation to any legal action or 

proceedings arising out of or in connection with this Indenture, the Notes and the Guarantees, the Trustee and the 

Collateral Trustee (in the case of clauses (a) and (b) below only), the Issuers and each Guarantor that is organized 

under laws other than the United States or a state thereof (a) irrevocably submits to the jurisdiction of the federal and 

state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consents that 

any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter 

have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought 

in an inconvenient court and agree not to plead or claim the same, (c) designates and appoints Toys “R” Us, Inc., 

One Geoffrey Way, Wayne, NJ 07470 as its authorized agent upon which process may be served in any such action 

or proceeding that may be instituted in any such court and (d) agrees that service of any process, summons, notice or 

document by U.S. registered mail addressed to such agent for service of process, with written notice of said service 

to such Person at the address of the agent for service of process set forth in clause (c) of this Section 14.17 shall be 

effective service of process for any such action or proceeding brought in any such court. .

Section 14.18 Currency Indemnity. The U.S. Dollar is the sole currency of account and 

payment for all sums payable by the Issuer, the Co-Issuer or any Guarantor under or in connection with the Notes 

and the Guarantees, including damages. Any amount with respect to the Notes or the Guarantees thereof received or 

recovered in a currency other than U.S. Dollars, whether as a result of, or the enforcement of, a judgment or order of 

a court of any jurisdiction, in the winding-up or dissolution of the Issuer , the Co-Issuer or any Guarantor or 

otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer, the CoIssuer or any Guarantor will only constitute a discharge to the Issuer, the Co-Issuer or any Guarantor to the extent of 

the U.S. Dollar amount that the recipient is able to purchase with the amount so received or recovered in such other 

currency on the date of such receipt or recovery (or, if it is not practicable to make such purchase on such date, on 

the first date on which it is practicable to do so).

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all 

as of the date first above written.

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[Signatures on following pages]

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AS ISSUERS

TRU TAJ LLC

By: /s/ 

Name: 

Title: 

TRU TAJ FINANCE, INC.

By: /s/ 

Name: 

Title: 

AS PARENT GUARANTORS

TOYS “R” US, INC.

By: /s/ 

Name: 

Title: 

TOYS “R” US EUROPE LLC

By: /s/ 

Name: 

Title: 

TRU TAJ HOLDINGS 1, LLC

By: /s/ 

Name: 

Title: 

TRU TAJ HOLDINGS 2 LIMITED

By:/s/ 

Name: 

Title: 

TRU TAJ HOLDINGS 3, LLC

By: /s/ 

Name: 

Title: 

AS GUARANTORS

TRU (HOLDINGS) LIMITED

By: /s/ 

Name: 

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Title: Director

TRU TAJ (EUROPE) HOLDINGS, LLC

By: /s/ [ ]

Name: [ ]

Title: [ ]

AS TRUSTEE AND COLLATERAL TRUSTEE

WILMINGTON SAVINGS FUND 

SOCIETY, FSB

By: /s/ [ ]

Name: [ ]

Title: [ ]

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SCHEDULE A

Agreed Guarantee and Security Principles

1.1 (a) The guarantees to be provided under the Indenture by each Guarantor that is 

a Foreign Subsidiary of the Parent, and (b) the security to be provided under the Indenture and the Security 

Documents by any of the Issuers or the Guarantors providing security for the Secured Obligations (each 

such obligor described in clauses (a) and (b), collectively, the “Applicable Grantors”), will in each case be 

given in accordance with certain agreed guarantee and security principles (the “Agreed Guarantee and 

Security Principles”). This Schedule A identifies the Agreed Guarantee and Security Principles and 

addresses the manner in which the Agreed Guarantee and Security Principles may impact on or be 

determinant of the guarantees and security proposed to be taken in relation to the Notes and the Indenture.

1.2 The Agreed Guarantee and Security Principles embody a recognition by all 

parties that there may be certain legal and practical difficulties in obtaining effective guarantees or security 

from all relevant Applicable Grantor in every jurisdiction in which those members are located. In 

particular:

(a) general statutory limitations, financial assistance, corporate benefit, 

fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may 

limit the ability of an Applicable Grantor to provide a guarantee or security or may require that the 

guarantee be limited by an amount or otherwise, provided that the relevant Applicable Grantor 

shall use reasonable endeavors to overcome such obstacle;

(b) Applicable Grantors will not be required to give guarantees or enter 

into security documents if (or to the extent) it is not within the legal capacity of the relevant 

Applicable Grantors or if the same would conflict with the fiduciary duties of those directors or 

contravene any legal prohibition or regulatory condition or it is generally accepted (taking into 

account market practice in respect of the giving of guarantees and security for financial obligations 

in the relevant jurisdiction) that it would result in a material risk of personal or criminal liability 

on the part of any officer of an Applicable Grantor provided that the Applicable Grantor shall use 

reasonable endeavors to overcome any such obstacle;

(c) a key factor in determining whether or not security shall be taken is the 

applicable cost (including adverse effects on interest deductibility registration taxes and notarial 

costs) which shall not be materially disproportionate to the benefit to the Holders of obtaining 

such security;

(d) it is expressly acknowledged that it may be either impossible or

impractical to create security over certain categories of assets in which event security will not be 

taken over such assets;

(e) any assets subject to contracts, leases, licenses or other arrangements 

with a third party which prevent those assets from being charged will be excluded from any 

relevant security document; provided that reasonable endeavors to obtain consent to charging any 

such assets shall be used by the Applicable Grantors if the Applicable Grantor determines the 

relevant asset is material and such endeavors will not involve placing commercial relationships 

with third parties in jeopardy but unless prohibited this shall not prevent security being given over 

any receipt or recovery under such contract, lease, license or other arrangement;

(f) the granting of security or the perfection of the security granted will not 

be required if it would have a Material Adverse Effect on the ability of the relevant Applicable 

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Grantor to conduct its operations and business in the ordinary course as otherwise permitted by the 

Indenture and the Security Documents;

(g) notwithstanding any other provision of the Indenture or the Security 

Documents to the contrary, (i) no Obligation under the Notes or the Guarantees shall be (or be 

deemed to be) guaranteed by, or otherwise supported directly or indirectly by the assets (including 

shares in a Subsidiary) of, any Person that is or becomes an Excluded Subsidiary and (ii) not more 

than 65 per cent of the Voting Stock and 100 per cent of the non-Voting Stock of any FSHCO or 

any first tier CFC that is not a Subsidiary of a FSHCO shall be pledged as security for an 

Obligation under the Notes or the Guarantees, provided, however, for the avoidance of doubt, that 

no shares of any Subsidiary of a first tier CFC or any Subsidiary of FSHCO shall be required to be 

pledged; provided, further, that in the event the stock of any CFC or FSHCO is pledged in support 

of the obligations under the 2021 Notes (the “2021 Notes Obligations”), the stock that is pledged 

in support of the Notes or the Guarantees, as applicable, shall be the same stock that is pledged 

with respect to such 2021 Notes Obligations; and

(h) notwithstanding anything to the contrary herein, the guarantees by TRU 

(Holdings) Limited, TRU Europe Limited, TRU (UK) H8 Limited and/or any other Guarantor that 

is a disregarded entity for U.S. federal income tax purposes will, except with respect to the 

guarantees by the European ABL Obligors and Spain Propco (and after the refinancing of the 

France Propco Loan, France Propco) be, in each case, without recourse to any Voting Stock in 

excess of 65% of any subsidiary of such Guarantor that is a CFC or FSHCO; provided, that in the 

event the stock of any CFC or FSHCO is pledged in support of the 2021 Notes Obligations, the 

stock that is pledged in support of such guaranty shall be the same stock that is pledged with 

respect to such 2021 Notes Obligations. For the avoidance of doubt, (i) the European ABL 

Obligors and Spain Propco (and after the refinancing of the France Propco Loan, France Propco) 

will, in each case, be Guarantors and (ii) there shall be no restrictions on pledges of Voting Stock 

or non-Voting Stock of any European ABL Obligor or Spain Propco (or after the refinancing of 

the France Propco Loan, France Propco).

2. Guarantees and Security

2.1 Each guarantee will be an upstream, cross-stream and/or downstream guarantee, 

as applicable, and each guarantee will be for all liabilities and Obligations of the Issuers and the Guarantors 

(for the avoidance of doubt, not including the liabilities and Obligations of the Parent) under the Notes and 

the Indenture in accordance with, and subject to any contrary requirements of, the Agreed Guarantee and 

Security Principles in each relevant jurisdiction. Each Issuer, Co-Issuer or Guarantor granting security 

shall do so for all liabilities and Obligations of the Issuers and the Guarantors (for the avoidance of doubt, 

not including the liabilities and Obligations of the Parent) under the Notes and the Indenture to the extent 

such guarantee may be considered valid, binding and enforceable under any applicable law.

2.2 Where an Applicable Grantor pledges or grants a charge or other security 

interest over shares or bank accounts, the security document will (subject to agreed exceptions) be 

governed by the law of the country of incorporation of the company whose shares are being pledged or 

charged or secured (or in which the relevant bank accounts are situated) and not by the law of the country 

of the pledger or chargor.

2.3 Subject to 1.2, in the event that an Applicable Grantor owns shares in a company 

(other than a dormant company and any Excluded Subsidiary pursuant to clause (iv) of the definition 

thereof) incorporated in Australia, Austria, Portugal, Switzerland, France, England, the Netherlands, the 

British Virgin Islands, Spain or Germany, security shall be created and perfected over such shares in 

accordance with the law of such jurisdiction.

2.4 In the event that an Applicable Grantor shall own shares in a jurisdiction which 

is not Australia, Austria, Portugal, Switzerland, France, England, the Netherlands, the British Virgin 

Islands, Spain or Germany, no steps shall be taken to create or perfect security over such shares in such 

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company. No security shall be required to given in any shares or investments in any joint venture or 

similar arrangement or any Restricted Subsidiary that is not wholly owned by another Restricted Subsidiary 

to the extent the applicable joint venture agreement or similar agreement governing such joint venture or 

Restricted Subsidiary prohibits such creation or perfection.

3. Terms of Security Documents

The following principles will be reflected in the terms of any security taken in connection 

with the Notes and the Indenture:

(a) Enforcement action with respect to security will not be taken until an 

event of default has occurred and notice of such event of default and of intent to take enforcement 

action pursuant to the Indenture or the Security Documents has been given by the Trustee, 

Collateral Trustee or the Holders in accordance with the Indenture (a “Declared Default”);

(b) the Security Documents should only operate to create security rather 

than to impose new commercial obligations. Accordingly, they should not contain additional 

undertakings or indemnities (such as in respect of insurance, information or the payment of costs) 

unless required for the creation or perfection of security or unless it is generally accepted that any 

such additional undertakings or indemnities are required in the relevant jurisdiction (taking into 

account market practice in respect of the giving of guarantees and security for financial obligations 

in the relevant jurisdiction);

(c) in respect of the share pledges or charges and pledges of intra-group 

receivables, until a Declared Default has occurred: (a) the pledgors or chargors will be permitted 

to retain and to exercise voting rights to any shares pledged by them in a manner which (i) does 

not adversely affect the value of the security or the validity or enforceability of the security, in 

each case other than to the extent permitted under the Indenture, or (ii) does not cause an Event of 

Default to occur, and (b) the pledgors or chargors will be permitted to receive dividends on 

pledged or charged shares (and payment of charged intra-group receivables) and retain the 

proceeds and/or make the proceeds available for purposes not prohibited under the Indenture;

(d) the Trustee or Collateral Trustee should only be able to exercise any 

power of attorney granted to them under the terms of the Indenture or Collateral Trust Agreement 

following an Event of Default or failure to comply with a further assurance or perfection 

obligation with respect to the security; 

(e) a security document will only be required to be notarized if required by 

law in order for the relevant security to be perfected or become effective or admissible in 

evidence;

(f) in respect of any real estate asset to be subject to security, no title 

investigations, surveys or other diligence on any such real estate asset will be required and no title 

insurance will be required;

(g) except as otherwise required by the Collateral Trustee in its reasonable 

discretion following the occurrence of an Event of Default, there shall not be fixed security over 

banks accounts, cash or receivables or any obligation to hold or pay cash or receivables in a 

particular account until a Declared Default has occurred and no Applicable Grantor will be 

required to change its banking arrangement or standard terms and conditions in connection with 

the granting of bank account security; 

(h) no security shall be granted over parts, stock, moveable plant, 

equipment or receivables if it would require labelling, segregation or periodic listing or 

specification of such parts, stock, moveable plant, equipment or receivables unless the ABL 

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Lenders have a lien on any such assets provided that the Trustee, Collateral Trustee or any Holder 

may not require separate or additional labelling, segregation, periodic listing or specification of the 

relevant parts, stock, moveable plant, equipment or receivables that is separate from or additional 

to that required by any lien from which the ABL Lender benefits. No security shall be granted 

over any intellectual property which cannot be secured under the terms of any relevant licensing 

agreement (provided that the Grantor thereunder has used reasonable endeavors to obtain consent 

under the applicable licensing agreement to the grant of the security interest in the underlying 

intellectual property);

(i) each security document entered into by a European ABL Shared 

Grantor must contain a clause to the effect that if there is a conflict between a provision of that 

security document and the European ABL Intercreditor Agreement then (to the fullest extent 

permitted by law) the European ABL Intercreditor Agreement will take priority over the relevant 

provision of that security document; 

(j) the terms and extent of the Liens entered into by a European ABL 

Shared Grantor in respect of the Note Obligations shall (without affecting the other Agreed 

Guarantee and Security Principles) shall be substantially based on the Liens granted by that 

European ABL Shared Grantor in respect of the Senior Obligations (as such terms are defined in 

the European ABL Intercreditor Agreement); and

(k) if the Discharge of Senior Obligations (in each case as such terms are 

defined in the European ABL Intercreditor Agreement) has not occurred, (without affecting the 

foregoing Agreed Guarantee and Security Principles) in respect of any security granted by any 

European ABL Shared Grantor over assets such as receivables, bank accounts or insurances (or 

any other asset as to which notice would otherwise be given to a third party to perfect such 

security), no notice shall be sent to any third party debtor, bank or other relevant person in 

connection with that security granted in respect of the all liabilities and Obligations of the Issuers 

and the Guarantors provided that such notice shall be given upon the Discharge of Senior 

Obligations occurred(subject to the principles set out in 1.2 above).

Where:

“European ABL Shared Grantor” has the meaning given to the term Grantor in the 

European ABL Intercreditor Agreement.

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SCHEDULE B

AGREED ON-LENDING PRINCIPLES

[Any Person to whom the proceeds of the Notes is lent must become a Guarantor and pledge its 

assets to secure the Note Obligations in accordance with, and subject to, the Agreed Guarantee and Security 

Principles no later than the date falling 45 days after the date on which such proceeds are on-lent to that Person.

Any Investment in a Person directly or indirectly using the proceeds of the Notes shall, no later 

than the date falling 45 days after the date on which such proceeds are on-lent to that Person, be in the form of an 

intercompany note that is (1) secured by the highest priority lien on the assets of such Person, and (2) pledged to 

secure the Note Obligations on a first-priority basis (subject to Permitted Liens), provided, however, in the case of 

clauses (1) and (2), the priority of such security and liens are subject to (ii) the Agreed Guarantee and Security 

Principles and any agreements of such Person then existing not created in contemplation of such Investment 

(including without limitation agreements those with third party creditors in whose favor Permitted Liens have been 

granted).]

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Schedule C

Scheduled Indebtedness under 4.10(b)(2)(ii)

1. $21,673,000 Debenture due 2021 of Toys “R” Us-Delaware, Inc. and Toys “R” Us, Inc.

1. $123,058,075 incremental secured term loan facility (“B2”), due fiscal 2018 of Toys “R” Us-Delaware, Inc.

2. $61,403,425 second incremental secured term loan facility(“B3”), due fiscal 2018 of Toys “R” Us-Delaware, Inc.

3. $997,518,535 secured term B-4 loan facility, due fiscal 2020 of Toys “R” Us-Delaware, Inc.

4. $155,000,000 Tranche A-1 loan facility, due fiscal 2019 of Toys “R” Us-Delaware, Inc.

5. $125,000,000 Tranche A-1 loan facility, due fiscal 2019 of Toys “R” Us (Canada) LTD. Toys “R” Us (Canada) 

Ltee

6. $948,000,000 secured revolving credit facility, expires fiscal 2019 of Toys “R” Us-Delaware, Inc.

7. Approximately $77,000,000 secured revolving credit facility, expires fiscal 2019 of Toys “R” Us (Canada) LTD. 

Toys “R” Us (Canada) Ltee.

8. CAD $73,400,000 of Toys “R” Us (Canada) Ltd. due to failed sale leaseback accounting relating to the Concord 

Distribution Center.

9. SALITRU Transaction.

10. PROPCO I TERM LOAN

11. FRANCE PROPCO DEBT

12. UK PROPCO DEBT

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EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable, pursuant to the provisions 

of the Indenture]

[THIS NOTE MAY HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL 

INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF ANY OID, THE ISSUE DATE AND THE 

YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY SENDING A WRITTEN REQUEST TO , 

TOYS “R” US, INC., ONE GEOFFREY WAY, WAYNE, NEW JERSEY 07470.]

CUSIP [ ]1

ISIN [ ]2

[RULE 144A][REGULATION S] [GLOBAL NOTE]

TRU TAJ LLC

TRU TAJ FINANCE, INC.

11% Senior Secured ABL DIP Notes

No. [$ ]

TRU TAJ LLC and TRU TAJ FINANCE, INC. promise to pay to [ ] or registered assigns, the principal 

sum of Dollars [, as the same may be revised on the Schedule of Exchanges of Interests in the Global Note 

attached hereto,]3 on [ ].

Interest Payment Dates: the last business day of each calendar month after the Issue Date starting with the month of 

October, 2017

Record Dates: the fifth business day prior to the last business day of each calendar month after the Issue Date 

starting with the month of October, 2017

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall 

for all purposes have the same effect as set forth at this place.

Unless this Note has been authenticated by the Trustee by manual signature, this Note shall not be entitled to any 

benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

1 144A CUSIP:

Reg S CUSIP:

2 144A ISIN:

Reg S ISIN:

3 To be included in Global Notes only.

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated:

TRU TAJ LLC

By:

Name:

Title:

TRU TAJ FINANCE, INC.

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated:

WILMINGTON SAVINGS FUND 

SOCIETY, FSB, as Trustee

By:

Authorized Signatory

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[Back of Note]

11% Senior Secured ABL DIP Notes

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred 

to below unless otherwise indicated.

1. INTEREST. TRU Taj LLC, a Delaware limited liability company (the “Issuer”) and 

TRU TAJ FINANCE, INC., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”) 

promise to pay interest on the principal amount of this Note at 11% per annum from until maturity. 

The Issuers will pay interest on (a) the last Business Day of each calendar month after the Issue Date starting with 

the month of October 2017 and ending with and including December 2018 and (b) the stated maturity date of the 

Notes, or if such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment 

Date”); provided that the first Interest Payment Date shall be . Interest on the Notes will accrue from the most 

recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if 

this Note is authenticated between a Record Date and the next succeeding Interest Payment Date, interest shall 

accrue from such next succeeding Interest Payment Date. The Issuers will pay interest (including post-petition 

interest in any proceeding under any Bankruptcy Law) on overdue principal and premium from time to time on 

demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under 

any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time 

to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year 

comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes to the Persons 

who are registered Holders of Notes at the close of business on [the fifth business day prior to the last business day 

of each calendar month after the Issue Date starting with the month of October, 2017] (whether or not a Business 

Day), as the case may be, next preceding the Interest Payment Date, except as provided in Section 2.12 of the 

Indenture with respect to defaulted interest. Principal of, premium and interest on the Notes will be payable at the 

office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may 

be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided 

that all payments of principal, premium and interest with respect to the Notes represented by one or more Global 

Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately 

available funds to the accounts specified by the Holder thereof. Until otherwise designated by the Issuers, the 

Issuers’ office or agency will be the office of the Trustee maintained for such purpose. Such payment shall be in 

such coin or currency of the United States of America as at the time of payment is legal tender for payment of public 

and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Wilmington Savings Fund Society, 

FSB will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice 

to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of September 

>Ɣ@WKH3Indenture”), among TRU Taj LLC, TRU Taj Finance, Inc., the Parent Guarantors, the Guarantors, 

the Trustee and Collateral Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as 

their 11% Senior Secured ABL DIP Notes. The terms of the Notes include those stated in the Indenture. The Notes 

are subject to all such terms and Holders are referred to the Indenture for a statement of such terms. To the extent 

any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture 

shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as set forth below, the Issuers will not be entitled to redeem Notes.

(b) [Reserved].

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(c) The Issuers may redeem the Notes, in whole or in part, upon notice as described in the 

Indenture, at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus accrued 

and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders 

of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(d) [Reserved].

(e) Any notice of any redemption may be given prior to the redemption thereof, and any such 

redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but 

not limited to, any corporate or financing transaction. 

(f) If the Issuers redeem less than all of the outstanding Notes, the Registrar and Paying 

Agent shall select the Notes to be redeemed in the manner described under Section 3.02 of the Indenture.

(f) [Reserved].

(g) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of 

Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory 

redemption or sinking fund payments with respect to the Notes except for as provided in Section 4.11 of the 

Indenture.

7. [Reserved]

8. OFFERS TO REPURCHASE.

(a) [Reserved].

9. [REPURCHASE OFFERS. In connection with the incurrence of certain Indebtedness, 

Disqualified Stock or Preferred Stock pursuant to Section 4.10(c)(1) or 4.10(c)(14) of the Indenture, as applicable, 

within 10 Business Days or such incurrence, the Issuer shall commence a Repurchase Offer for the Notes in 

accordance with and subject to the terms of such Section 4.10(c)(1) and Section 4.10(c)(14).]

10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form 

without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 

transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and 

the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents 

and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The 

Issuers need not exchange or register the transfer of any Notes or portion of Notes selected for redemption or 

tendered (and not withdrawn) for repurchase in connection with an Asset Sale Offer, a Repurchase Offer or other 

tender offer, except for the unredeemed or repurchased portion of any Notes being redeemed or repurchased in part. 

Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of 

Notes to be redeemed.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note shall be treated as its 

owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the 

Notes may be amended or supplemented as provided in the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined 

in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at 

least 30% in principal amount of the then outstanding Notes may declare the principal, premium, interest and any 

other monetary obligations on all the then outstanding Notes to be due and payable immediately. Holders may not 

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enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain 

limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the 

Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any 

continuing Default (except a Default relating to the payment of principal, premium or interest) if it determines that 

withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then 

outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or

and its consequences under the Indenture except a continuing Default in payment of the principal of, premium or 

interest on, any of the Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee 

annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business 

Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what 

action the Issuers propose to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture 

or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

15. GOVERNING LAW. THIS INDENTURE, THE NOTES AND ANY GUARANTEE 

WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 

NEW YORK.

16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee 

on Uniform Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the 

Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No 

representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any 

notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the 

Indenture. Requests may be made to the Issuers at the following address:

Toys “R” Us, Inc.

One Geoffrey Way

Wayne, NJ 07470

Fax No.: (973) 617-4043

Attention: Chief Financial Officer and General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(i) or (we) assign and transfer this 

Note to:

(Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date: 

Your Signature:

(Sign exactly as your name 

appears on the face of this 

Note)

Signature Guarantee*

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to 

the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.11 of the 

Indenture, check the box below:

 Section 4.11 If you want to elect to have only part of this Note purchased by the Issuers 

pursuant to Section 4.11 of the Indenture, state the amount you elect to have purchased:

$

Date:

Your Signature:

(Sign exactly as your name 

appears on the face of this 

Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to 

the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $ The following exchanges of 

a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of 

another Global or Definitive Note for an interest in this Global Note, have been made:

Date of

Exchange

Amount of

decrease in

Principal

Amount of this

Global Note

Amount of

increase in

Principal

Amount of this

Global Note

Principal

Amount of this

Global Note

following such

decrease or

increase

Signature of

authorized

officer of Trustee

or Notes

Registrar

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Toys “R” Us, Inc.

One Geoffrey Way

Wayne, NJ 07470

Fax No.: (973) 617-4043

Attention: Chief Financial Officer and General Counsel

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE, 19801

Attn: TRU Taj 11.0% Senior Secured ABL DIP Notes

Re: 11% Senior Secured ABL DIP Notes

5HIHUHQFHLVKHUHE\PDGHWRWKH,QGHQWXUHGDWHGDVRI6HSWHPEHU>Ɣ@the “Indenture”), 

among TRU Taj LLC, TRU Taj Finance, Inc., the Parent Guarantors, the Guarantors and the Trustee and Collateral 

Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such 

Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), 

to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the 

Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 

INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The 

Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 

1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial 

interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the 

beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such 

Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional 

buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer 

is in compliance with any applicable blue sky securities laws of any state of the United States.

2.  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 

INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO 

REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under 

the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a 

person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United 

States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee 

was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated 

offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction 

was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of 

the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not 

part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer 

is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for 

the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms 

of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer 

enumerated in the Indenture and the Securities Act.

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3.  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A 

BENEFICIAL INTEREST IN A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION 

OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in 

compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted 

Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities 

laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)  such Transfer is being effected pursuant to and in accordance with Rule 144

under the Securities Act;

or

(b)  such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c)  such Transfer is being effected pursuant to an effective registration statement 

under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4.  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 

INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is 

being effected pursuant to and in accordance with Rule 144 to a Person who is not an affiliate (as defined in 

Rule 144) of the Issuers under the Securities Act and in compliance with the transfer restrictions contained in the 

Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on 

transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain 

compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of 

the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on 

transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted 

Definitive Notes and in the Indenture.

(b)  CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The 

Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act to a 

Person who is not an affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions 

contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the 

restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to 

maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the 

terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the 

restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on 

Restricted Definitive Notes and in the Indenture.

(c)  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The 

Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the 

Securities Act other than Rule 144, Rule 903 or Rule 904 to a Person who is not an affiliate (as defined in Rule 144) 

of the Issuers and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky 

securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and 

the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon 

consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial 

interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement 

Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of 

the Issuers.

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[Insert Name of Transferor]

By:

Name:

Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)  a beneficial interest in the:

(i)  144A Global Note (CUSIP [ ]), or

(ii)  Regulation S Global Note (CUSIP [ ]), or

(b)  a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a)  a beneficial interest in the:

(i)  144A Global Note (CUSIP [ ]), or

(ii)  Regulation S Global Note (CUSIP [ ]), or

(iii)  Unrestricted Global Note (CUSIP [ ]); or

(b)  a Restricted Definitive Note; or

(c)  an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Toys “R” Us, Inc.

One Geoffrey Way

Wayne, NJ 07470

Fax No.: (973) 617-4043

Attention: Chief Financial Officer and General Counsel

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE, 19801

Attn: TRU Taj 11.0% Senior Secured ABL DIP Notes

Re: 11% Senior Secured ABL DIP Notes

5HIHUHQFHLVKHUHE\PDGHWRWKH,QGHQWXUHGDWHGDVRI6HSWHPEHU>Ɣ@WKH3Indenture”), 

among TRU Taj LLC, TRU Taj Finance, Inc., the Parent Guarantors, the Guarantors and the Trustee and Collateral 

Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

_____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such 

Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In 

connection with the Exchange, the Owner hereby certifies that:

(1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS 

IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL 

INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

(a)  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A 

RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In 

connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest 

in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is 

being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance 

with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States 

Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture 

and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the 

beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky 

securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the 

Issuers.

(b)  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A 

RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of 

the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby 

certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange 

has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant 

to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the 

Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the 

Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the 

United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

(c)  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO 

BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange 

of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies 

(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has 

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been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to 

and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private 

Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the beneficial 

interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States 

and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

(d)  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO 

UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note 

for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired 

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer 

restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, 

(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in 

order to maintain compliance with the Securities Act, (iv) the Unrestricted Definitive Note is being acquired in 

compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an 

affiliate (as defined in Rule 144) of the Issuers.

(2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS 

IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS 

IN RESTRICTED GLOBAL NOTES

(a)  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A 

RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the 

Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal 

amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own 

account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the 

Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated 

in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities 

Act.

(b)  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO 

BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s 

Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  144A Global Note  Regulation S

Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired 

for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the 

transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities 

Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon 

consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued 

will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant 

Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of 

the Issuers and are dated .

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

_______________ Supplemental Indenture (this “Supplemental Indenture”), dated as 

of , among (the “Guaranteeing Subsidiary”), a subsidiary of Toys “R” Us, Inc., a Delaware 

corporation (the “Parent”), TRU Taj LLC (the “Issuer”), TRU Taj Finance, Inc. (the “Co-Issuer” and, together with 

the Issuer, the “Issuers”) and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and as collateral 

trustee (the “Collateral Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuers, the Parent Guarantors and the other existing Guarantors have 

heretofore executed and delivered to the Trustee an indenture (the “Indenture ́GDWHGDVRI6HSWHPEHU>Ɣ@

providing for the issuance of an unlimited aggregate principal amount of 11% Senior Secured ABL DIP Notes (the 

“Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary 

shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 

shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and 

conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01(8) of the Indenture, the Issuers, the Trustee and the 

Collateral Trustee are authorized to execute and deliver this Supplemental Indenture, without the consent of Holders 

of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable 

consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal 

and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the 

meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to become a 

Guarantor under the Indenture, and to jointly and severally, irrevocably, absolutely and unconditionally guarantee, 

as primary obligor and not merely as surety, the Guaranteed Obligations on the terms and subject to the conditions 

set forth in the Indenture including but not limited to Article XII thereof.

(3) No Recourse Against Others. No director, officer, employee, incorporator, stockholder, 

member or limited partner of the Guaranteeing Subsidiary or its parent companies (other than the Issuers and the 

Guarantors) shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing 

Subsidiary) under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, 

in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and 

releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, 

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental 

Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not 

affect the construction hereof.

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(7) The Trustee and the Collateral Trustee. Neither the Trustee nor the Collateral Trustee 

shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental 

Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the 

Guaranteeing Subsidiary.

(8) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of 

Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions 

of Section 2 hereof and Section 12.01 of the Indenture; provided that, if an Event of Default has occurred and is 

continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or 

based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or 

the Notes shall have been paid in full.

(9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the 

terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive 

direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental 

Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in 

contemplation of such benefits.

(10) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental 

Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture or the Indenture. 

All agreements of the Trustee and the Collateral Trustee in this Supplemental Indenture shall bind their respective 

successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly 

executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

TRU TAJ LLC

By:

Name:

Title:

TRU TAJ FINANCE, INC.

By:

Name:

Title:

WILMINGTON SAVINGS FUND 

SOCIETY, FSB, as Trustee and Collateral 

Trustee

By:

Name:

Title:

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ANNEX I

The Parent and its Restricted Subsidiaries shall:

(A) Maintenance of Property; Insurance.

(a) Keep all property useful and necessary in its business in good working order and 

condition, (ordinary wear and tear, casualty loss and condemnation excepted), except where the failure to do so 

would not reasonably be expected to result in a Material Adverse Effect and except for Store closings and Asset 

Sales permitted hereunder.

(b) Insurance.

(i) Maintain with financially sound and reputable insurance companies (or, to the 

extent consistent with business practices in effect on the Issue Date, a program of self-insurance) on such of 

its property and in at least such amounts and against at least such risks as is consistent with business 

practices in effect on the Issue Date or as otherwise determined by Officers acting reasonably in their 

business judgment, including public liability insurance against claims for personal injury or death occurring 

upon, in or about or in connection with the use of any properties owned, occupied or controlled by it; 

(ii) maintain such other insurance as may be required by law; and (iii) furnish to the Trustee, promptly 

following written request, full information as to the insurance carried.

(ii) [Reserved]

(iv) [Reserved].

(v) In connection with the covenants set forth in this Annex I Section (A), it is 

understood and agreed that:

(1) none of the Collateral Trustee, the Requisite Holder Designee or the 

Holders and their respective agents or employees shall be liable for any loss or damage insured by 

the insurance policies required to be maintained under this Annex I Section (A), it being

understood that (A) the Parent and its Restricted Subsidiaries shall look solely to their insurance 

companies or any other parties other than the aforesaid parties for the recovery of such loss or 

damage and (B) such insurance companies shall have no rights of subrogation against the 

Collateral Trustee, the Requisite Holder Designee or the Holders or their agents or employees. If, 

however, the insurance policies, as a matter of the internal policy of such insurer, do not provide 

waiver of subrogation rights against such parties, as required above, then each of the Parent and its 

Restricted Subsidiaries, on behalf of itself and behalf of each of its Subsidiaries, hereby agrees, to 

the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to 

waive, its right of recovery, if any, against the Collateral Trustee, the Requisite Holder Designee 

or the Holders and their agents and employees; and

(2) the designation of any form, type or amount of insurance coverage by 

the Collateral Trustee or the Requisite Holder Designee under this Annex I Section (A) shall in no 

event be deemed a representation, warranty or advice by the Collateral Trustee or the Requisite 

Holder Designee or the Holders that such insurance is adequate for the purposes of the business of 

the Parent, the Issuer and the Subsidiaries or the protection of their properties.

(B) Inspection of Property; Books and Records; Discussions. Keep proper books of record 

and account in accordance with GAAP (or principles consistent with those promulgated or adopted by the applicable 

accounting standard board (or similar governing entity) in effect and applicable to the accounting period) and in 

which full, true and correct entries are made of all material dealings and transactions in relation to its business and 

activities and permit any representatives designated by the Agents, upon reasonable prior notice, to visit and inspect 

its properties, to discuss its affairs, finances and condition with its officers and independent accountants (so long as a 

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Error! Unknown document property name.

representative of the Borrower is afforded an opportunity to be present) and to examine and make extracts from its 

books and records, all for such reasonable times and as often as reasonably requested.

(C) Litigation and Other Notices. Promptly after any Officer of any of the Parent or its 

Restricted Subsidiaries obtains actual knowledge thereof, give written notice to the Collateral Trustee, the Requisite 

Holder Designee and each Holder of:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit or proceeding by or before any 

arbitrator or Governmental Authority (i) against Parent or any of its Restricted Subsidiaries thereof that has 

a reasonable likelihood of adverse determination and, if so adversely determined, would reasonably be 

expected to result in a Material Adverse Effect (other than the Chapter 11 Cases) or (ii) with respect to the 

Indenture, the Notes or any Security Document, and in each case any material development with respect 

thereto;

(c) [Reserved];

(d) except for matters that would not be reasonably expected to result in Material 

Adverse Effect, any violation of any Environmental Laws by Parent or any Restricted Subsidiary;

(e) (c) an ERISA Event (as defined below) that, alone or together with any 

other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse 

Effect;; and 

(f) any other development or event that results in a Material Adverse Effect.

Each notice pursuant to this Annex I Section (C) shall be accompanied by a statement of an Officer setting 

forth details of the occurrence referred to therein and stating what action the Parent, the Issuer or the 

relevant Subsidiary proposes to take with respect thereto.

(D) Taxes or Claims. Promptly pay, discharge or otherwise satisfy as the same shall become 

due and payable all of its Tax liabilities arising after the Petition Date, except where (i) the amount or validity is 

being contested in good faith, (ii) non-payment thereof is permitted under the Bankruptcy Code or order of the 

Bankruptcy Court, or (iii) failure to make such payment could not reasonably be expected, individually or in the 

aggregate, to result in a Material Adverse Effect.

(E) Environmental Laws.

Comply with, and ensure compliance by all tenants and subtenants, if any, with, all 

applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and 

subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or 

permits required by applicable Environmental Laws, in each case except as could not, in the aggregate, reasonably 

be expected to have a Material Adverse Effect.

(F) [Reserved].

(H) Compliance with Laws. Except as excused under the Bankruptcy Code, comply with all 

laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the 

failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse 

Effect; provided that this Section H shall not apply to compliance with Environmental Laws, which is the subject of 

Section E, or to laws related to Taxes, which are the subject of Section D. Except as could not reasonably be 

expected to result in a Material Adverse Effect, the Parent and the Issuer will maintain in effect and enforce policies 

and procedures designed to ensure compliance by the Parent, the Issuer, their Restricted Subsidiaries and their 

respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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(I) Certain Other Bankruptcy Matters.

(a) The Parent, the Issuers and their respective Restricted Subsidiaries shall comply 

(i) in all material respects, after entry thereof, with all of the requirements and obligations set forth in the DIP 

Orders, as each such order is amended and in effect from time to time and (ii) in all material respects, after entry 

thereof, with all other orders entered in the Cases.

(b) The Issuers shall promptly after the same are available and to the extent feasible 

not later than two days prior to the filing thereof (other than in exigent circumstances in which case as soon as 

practicable), all pleadings, motions, applications and any other documents to be filed by or on behalf of the Issuers 

and any other written reports given to the Trustee and to any official committee relating to the operations, business, 

assets, properties or financial condition of the Parent and its Restricted Subsidiaries.

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Exhibit C 

Form of DIP Note Purchase Agreement 

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (as amended, supplemented, or otherwise 

modified from time to time in accordance with the terms hereof and including the schedules and 

annexes attached hereto, this “Agreement”), dated as of September [19], 2017, is entered into by 

and among the following parties:

(i) Toys “R” Us, Inc. a Delaware corporation (the “Parent”);

(ii) TRU Taj LLC, a Delaware limited liability company (the “Company”);

(iii) TRU Taj Finance, Inc., a Delaware corporation (the “Co-Issuer” and, 

together with the Company, the “Issuers”); and 

(iv) the undersigned beneficial holders of 12.00% Senior Secured Notes due 

2021 (the “Existing Notes” or the “2021 Notes”) issued by the Company and the Co-Issuer under 

that certain Indenture, dated as of August 16, 2016, by and among Parent, the Issuers and 

Wilmington Trust National Association, as indenture trustee (the “Existing Indenture Trustee”) (as 

amended, modified, or otherwise supplemented from time to time prior to the date hereof,

the “Existing Indenture”), or investment advisors or managers for the account of beneficial holders 

of the Existing Notes (each such holder, together with their respective successors and permitted 

assigns, the “Consenting Holders”).

As used herein, “Required Consenting Holders” means the Consenting Holders 

who have committed under this Agreement to purchase at least a majority of the principal amount 

of New Notes (as defined below). Each of Parent, the Issuers and the Consenting Holders are 

referred to as the “Parties” and individually as a “Party.” Capitalized terms have the meanings 

ascribed to them in Section 1 hereof or, if used but not defined herein, shall have the meanings 

ascribed to them in the New Indenture (as defined below).

WHEREAS, the Parties have agreed to the Notes Financing (as defined below) and 

related transactions (collectively, the “Transactions”) that will be implemented consistent with the 

terms and conditions set forth herein, which shall include, without limitation, the issuance by the 

Issuers and purchase by the Consenting Holders of the New Notes (the “Notes Financing”);

WHEREAS, as of the date hereof, the Consenting Holders hold, in the aggregate, 

approximately 70.4 percent of the aggregate outstanding principal amount of the Existing Notes;

WHEREAS, the Parties agree that this Agreement and the Transactions are the 

product of arm’s length, good-faith negotiations among all of the Parties; and

WHEREAS, the Parties desire to express to each other their mutual commitment 

in respect of the matters discussed hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual covenants 

and agreements set forth herein, and for other good and valuable consideration, the receipt and 

sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as 

follows:

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1. Certain Definitions.

As used in this Agreement, the following terms have the following meanings:

(a) “Agreed Guarantee and Security Principles” means the Agreed Guarantee 

and Security Principles set forth on Schedule A to the New Indenture.

(b) “Agreement Effective Date” means the date on which counterpart signature 

pages to this Agreement shall have been executed and delivered by (i) Parent and the Issuers and 

(ii) the Consenting Holders.

(c) “Bankruptcy Court” means the United States Bankruptcy Court for the 

Eastern District of Virginia, Richmond Division. 

(d) “Beneficial Ownership” means, with respect to any security, the direct or 

indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the 

exercise of the voting rights and the disposition of, such security, or the right to acquire such 

security.

(e) “Cases” means the Chapter 11 cases commenced by the Parent and various 

of its affiliates pending before the Bankruptcy Court. 

(f) “Closing” means the consummation of the Notes Financing.

(g) “Closing Date” means the date on which the Closing is to occur and the 

conditions precedent for the Closing are satisfied or waived.

(h) “Code” means the Internal Revenue Code of 1986.

(i) “Collateral Trustee” means Wilmington Savings Fund Society, FSB, as 

collateral trustee under the New Indenture.

(j) “Company Plan” means each “employee benefit plan” within the meaning 

of Section 3(3) of ERISA and all other material compensation and benefits plans, policies,

programs, arrangements or payroll practices, and each other material stock purchase, stock option, 

restricted stock, severance, retention, employment, consulting, change-of-control, collective 

bargaining, bonus, incentive, deferred compensation, employee loan, retirement, fringe benefit and 

other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not 

subject to ERISA (including any related funding mechanism now in effect), whether formal or 

informal, oral or written, in each case, that is sponsored, maintained, contributed to or required to 

be contributed to by the Company or any of its Subsidiaries, or under which the Company or any 

of its Subsidiaries has any current or contingent liability.

(k) “Contract” means any agreement, contract or instrument, including any 

loan, note, bond, mortgage, indenture, guarantee, deed of trust, license, franchise, commitment, 

lease, franchise agreement, binding letter of intent, binding memorandum of understanding or 

other obligation, and any amendments thereto, whether written or oral, but excluding any 

Company Plan.

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(l) “Debtors” means the debtor parties in the Cases. 

(m) “DIP Budget” means the debtor-in-possession budget attached as Schedule 

1 to Exhibit A to the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the 

TRU Taj Debtors to Obtain Postpetition Financing, (II) Authorizing the TRU Taj Debtors to Use 

Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, 

(IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying the Automatic Stay, 

(VI) Scheduling a Final Hearing, and (VII) Granting Related Relief.

(n) “DIP Order” means the Interim DIP Order or Final DIP Order, as 

applicable.

(o) “Eligible Holders” means (i) in the United States, to “qualified institutional 

buyers” (as defined in Rule 144A under the Securities Act) (“QIBs”) and (ii) outside the United 

States, to persons other than U.S. persons in reliance upon Regulation S under the Securities Act, 

in each case of (i) and (ii), to the extent such person certifies to the Company that it satisfies one 

of the foregoing categories.

(p) “Escrow Account” means the escrow account established pursuant to the 

Escrow Agreement.

(q) “Escrow Agent” means Citibank, N.A. in its capacity as escrow agent under 

the Escrow Agreement.

(r) “Escrow Agreement” means the escrow agreement, dated as of the date 

hereof, among the Escrow Agent, the Company, the funding parties signatory thereto and the 

Indenture Trustee.

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(t) “Final DIP Order” means a Final DIP Order entered by the Bankruptcy 

Court in substantially the form of the Interim DIP Order or otherwise in form and substance 

satisfactory to the Required Consenting Holders, which approves this Agreement and the Notes 

Documents on a final basis (as such order may be amended, modified or extended in a manner 

reasonably satisfactory to the Required Consenting Holders).

(u) “Foreign Guarantors Agreement” means that certain Foreign Guarantors 

Agreement, dated as of September 18, 2017, by and among Parent, the Issuers, the guarantors party 

thereto and the supporting holders of the Existing Notes party thereto. 

(v) “France Propco” means Toys “R” Us France Real Estate SAS.

(w) “France Propco Loan” means France Propco’s five-year senior secured term 

loan facility with an original aggregate principal amount of 尐48 million, which matures on 

February 27, 2018.

(x) “Governmental Entity” means the government of the United States of 

America or any other nation or any political subdivision of the foregoing, whether state or local, 

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and any agency, authority, instrumentality, regulatory body, court, central bank or other entity 

exercising executive, legislative, judicial, Tax, regulatory or administrative powers or functions of 

or pertaining to government.

(y) “Indenture Trustee” means Wilmington Savings Fund Society, FSB, as 

trustee under the New Indenture.

(z) “Intellectual Property” means all U.S. or foreign intellectual or industrial

property or proprietary rights, including any: (i) trademarks, service marks, trade dress, domain 

names, social media identifiers, corporate and trade names, logos and all other indicia of source or 

origin, together with all associated goodwill, (ii) patents, inventions, invention disclosures, 

technology, know-how, processes and methods, (iii) copyrights and copyrighted works, (including 

software, applications, source and object code, databases and compilations, online, advertising and 

promotional materials, mobile and social media content and documentation), (iv) trade secrets and 

confidential or proprietary information or content, and (v) all registrations, applications, renewals, 

re-issues, continuations, continuations-in-part, divisions, extensions, re-examinations and foreign 

counterparts of any of the foregoing.

(aa) “Intellectual Property Licenses” means (a) the License Agreement, dated as 

of February 1, 2009, by and among Geoffrey, LLC and (i) each entity listed on Schedule A attached 

thereto and (ii) each entity who shall thereafter join in and become a party to such agreement by 

executing and delivering to Geoffrey, LLC a joinder, as amended prior to the date of this 

Agreement, (b) the License Agreement, dated as of February 1, 2009, by and among Geoffrey 

International, LLC and Toys “R” Us – Japan, Ltd., as amended prior to the date of this Agreement, 

and (c) any other agreement pursuant to which any Debtor (as defined in the Foreign Guarantors 

Agreement) grants to any Obligor (as defined in the Foreign Guarantors Agreement) or any 

subsidiary of any non-Company Obligor (as defined in the Foreign Guarantors Agreement) any 

intellectual property rights (including but not limited to trademark, service mark and trade name 

rights): (A) for the products and/or services in connection with such licensee’s business, (B) as a 

trade name to identify such licensee’s business, (C) as the corporate name of such licensee or (D) 

in advertisements and promotional materials in connection with such licensee’s business.

(bb) “Intercreditor Agreement” means the Intercreditor Agreement, dated as of 

August 16, 2016, by and among Deutsche Bank AG New York Branch, as First Lien Collateral 

Agent, Wilmington Trust, National Association, as Collateral Trustee, and each other 

Representative (as defined therein), TRU Europe Limited, TRU Iberia Holdings 1, S.L.U., TRU 

Australia Holdings, LLC, Toys “R” Us (UK) Limited, Toys “R” Us Limited, Toys “R” Us 

(Australia) Pty Ltd (ABN 77 057 455 026), Toys “R” Us GmbH, Toys “R” Us Iberia, S.A.U., 

TRU (UK) H7 Limited, TRU (UK) H8 Limited, Toys “R” Us Holdings Limited, Toys “R” Us 

Financial Services Limited, Toys “R” Us Properties Limited, TRU (UK) H4 Limited, TRU 

(France) Finance Ltd., TRU (France) Holdings Ltd., Babies “R” Us (Australia) Pty Ltd 

(ABN 56 073 394 117), Toys “R” Us SARL, TRU (BVI) Finance II, Ltd., TRU (UK) H6, LLC, 

TRU Iberia Holdings 2, S.L.U., and the other Grantors (as defined therein) from time to time party 

thereto, as amended, modified, or otherwise supplemented from time to time prior to the date 

hereof.

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(cc) “Interim DIP Order” means an order entered by the Bankruptcy Court 

approving this Agreement and the Notes Documents on an interim basis under the Bankruptcy 

Code, in substantially the form satisfactory to the Required Consenting Holders (as such order may 

be amended, modified or extended in a manner satisfactory to the Required Consenting Holders).

(dd) “Issuer Group” means the Issuer and its Restricted Subsidiaries.

(ee) “Knowledge” means the actual knowledge, after reasonable inquiry, of any 

of the following members of the Person’s management team: Chief Executive Officer or Chief 

Financial Officer.

(ff) “Law” means any law, statute, regulation, rule, code or ordinance enacted, 

adopted, issued or promulgated by any Governmental Entity.

(gg) “Legal Reservations” means the principle that certain remedies may be 

granted or refused at the discretion of the court, the limitation of enforcement by laws relating to 

bankruptcy, liquidation, reorganization and other laws generally affecting the rights of creditors, 

and the principles of private and procedural laws which affect the enforcement of a foreign court 

judgment.

(hh) “Lien” means any lease, lien, adverse claim, charge, option, right of first 

refusal, servitude, security interest, mortgage, pledge, deed of trust, easement, encumbrance, 

restriction on transfer, conditional sale or other title retention agreement, defect in title or other 

restrictions of a similar kind.

(ii) “Material Entity” means Parent, the Issuers and each Subsidiary Guarantor.

(jj) “Material Adverse Effect” means any event which individually, or together 

with all other events, has had or would reasonably be expected to have a material adverse effect 

on the (i) business, assets, financial condition or income of the Company, the Issuers and the 

Subsidiary Guarantors, taken as a whole, other than, in each case, events leading up to and that 

would reasonably be expected to result from the filing or commencement of the Cases or the 

announcement of the filing or commencement of the Cases or (ii) the ability of the Parent, the 

Issuers and the Subsidiary Guarantors, taken as a whole, to perform their obligations under, or to 

consummate the transactions contemplated by this Agreement and the transactions related thereto.

(kk) “Materials of Environmental Concern” means any sulphuric or other acid, 

lead in any form, including soluble and particulate, arsenic, propane, gasoline or petroleum 

(including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, 

urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other 

substances of any kind, that is regulated as hazardous, toxic, a contaminant, a pollutant, or 

otherwise is regulated under any Environmental Law as a result of its ignitability, corrosivity, 

reactivity, or toxicity.

(ll) “New Documents” means the New Notes, the New Indenture and the 

Security Documents and any joinders, supplements or other documents related thereto.

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(mm) “New Indenture” means the indenture among the Issuers, Parent, as a 

guarantor, the Subsidiary Guarantors party thereto and the Indenture Trustee governing the New 

Notes, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A.

(nn) “New Notes” means the 11% Senior Secured ABL DIP Notes of the Issuers 

issued pursuant to the New Indenture in an aggregate principal amount equal to $375,000,000.

(oo) “Non-disclosure Agreements” means each of the non-disclosure 

agreements among the Company and each of the Consenting Holders.

(pp) “Notes Documents” means, collectively, the New Documents, the DIP 

Order and any joinders, amendments or acknowledgments to the Intercreditor Agreement that may 

be necessary in order to effectuate the Transactions.

(qq) “Order” means any judgment, order, award, injunction, writ, or decree of 

any Governmental Entity or arbitrator.

(rr) “Owned Real Property” means all real property and interests in real property 

owned, in whole or in part, directly or indirectly by the Issuers and their Subsidiaries, together 

with all buildings, fixtures and improvements located thereon, and all appurtenances thereto.

(ss) “Permitted Liens” means liens permitted by the Existing Indenture and the 

New Indenture.

(tt) “Person” means an individual, firm, corporation (including any non-profit 

corporation), partnership, limited liability company, joint venture, associate, trust, Governmental 

Entity or other entity or organization.

(uu) “Real Property Leases” means those leases, subleases, licenses, concessions 

and other agreements, as amended, modified or restated, pursuant to which the Company or one 

of its Subsidiaries holds a leasehold or subleasehold estate in, or is granted the right to use or 

occupy, any land, buildings, structures, improvements, fixtures or other interest in real property 

used in the Company’s or its Subsidiaries’ business.

(vv) “Release Date” the date any funds in the Escrow Account are released to 

the Company pursuant to Section 5(b) or (c).

(ww) “Representatives” means, with respect to any Person, such Person’s 

directors, officers, members, partners, managers, employees, agents, investment bankers, 

attorneys, accountants, advisors and other representatives.

(xx) “Required Parties” means, collectively, the Company and the Required 

Consenting Holders.

(yy) “SEC” means the Securities and Exchange Commission.

(zz) “Securities Act” means the Securities Act of 1933, as amended.

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(aaa) “Security Documents” means the DIP Order and all other security 

agreements, pledge agreements, share charges, collateral assignments, deeds, mortgages and 

related agreements, creating, evidencing or perfecting the security interests in the collateral 

securing the New Notes, together with any amendments, supplements or acknowledgements 

thereto that may be necessary to effectuate the Transactions.

(bbb) “Specified Reports” means (i) the periodic report on Form 10-Q for the 

three-month period ending July 29, 2017 and the related Rule 12b-25 filing and (ii) the current 

reports on Form 8-K reporting certain events leading up and relating to the preparation of the 

Cases. 

(ccc) “Subsidiary” means, with respect to any Person, any corporation, 

partnership, joint venture or other legal entity as to which such Person (either alone or through or 

together with any other subsidiary), (i) owns, directly or indirectly, more than fifty percent (50%) 

of the stock or other equity interests, (ii) has the power to elect a majority of the board of directors 

or similar governing body or (iii) has the power to direct the business and policies.

(ddd) “Subsidiary Guarantor” means each Subsidiary of the Issuers that 

guarantees the New Notes.

(eee) “Taxes” means (i) any and all federal, state, provincial, local, foreign and 

other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, 

fines, assessments, penalties or additions to tax imposed in connection therewith or with respect 

thereto) including, without limitation, (x) taxes imposed on, or measured by, income, franchise, 

profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, 

use, real or personal property, capital stock, license, branch, payroll, estimated withholding, 

employment, social security (or similar), unemployment, compensation, utility, severance, 

production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and 

customs duties, and (ii) any and all liability for the payment of any items described in 

clause (i) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, 

combined, unitary or aggregate group (or being included (or being required to be included) in any 

tax return related to such group).

(fff) “Tax Returns” means any and all reports, returns, declarations, claims for 

refund, elections, disclosures, estimates, information reports or returns or statements required to 

be supplied to a Governmental Entity in connection with Taxes, including any schedule or 

attachment thereto or amendment thereof

(ggg) “Toys Delaware Group” means Toys “R” Us-Delaware, Inc. and its 

Subsidiaries, excluding, for the avoidance of doubt, any member of the Issuer Group.

For the avoidance of doubt, the terms “includes” and “including” as used in this Agreement 

shall not be construed to be limiting.

2. Purchase and Sale.

(a) The Company agrees to give the Consenting Holders at least one business 

day’s written notice of the Closing Date (which notice shall specify the wire instructions for 

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payments to be made to the Company on such Closing Date). The Company shall not be permitted 

to give a notice of the Closing Date unless it is reasonably anticipated that all conditions precedent 

to the Closing Date will have been satisfied or waived on or prior to the Closing Date.

(b) On the basis of the representations, warranties and agreements and subject 

to the terms and conditions set forth herein, the Issuers agree to sell to the several Consenting 

Holders, and each of the Consenting Holders agrees, severally and not jointly, to purchase from 

the Issuers on the Closing Date, at a purchase price of 96.00% of the principal amount thereof, the 

respective principal amounts of the New Notes set forth opposite the names of the several 

Consenting Holdings on Schedule A hereto.

(c) The closing of the purchase shall occur on the Closing Date, at or around 

10:00 a.m., Eastern Time or at such other time as may be reasonably agreed by the Parties. 

Payment of cash for the securities purchased on the Closing Date shall be by wire transfer of 

immediately available funds, which wire transfer shall be initiated after receipt of the relevant 

securities by the purchasers thereof (it being understood that such receipt may be in electronic (i.e., 

“pdf”) format).

(d) On the Closing Date the Company shall pay to each Consenting Holder its 

pro rata share of a fee of $1,500,000 (the “Closing Fee”).

3. Representations and Warranties of Parent and the Issuers.

Each of Parent and the Issuers hereby represents, warrants and agrees, as of the 

Agreement Effective Date, the Closing Date and each Release Date, as follows:

(a) Organization and Qualification: Each Material Entity is a legal entity duly 

organized, validly existing and in good standing (or the equivalent thereof) under the Laws of its 

respective jurisdiction of incorporation or organization, subject to the entry and the terms of the 

orders of the Bankruptcy Court, and has all requisite power and authority to own, lease and operate 

its properties and to carry on its business as currently conducted and presently proposed to be 

conducted, except in each case, where the failure to do so or so possess, individually or in the 

aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each Material 

Entity, subject to the entry and terms of the DIP Order and other orders of the Bankruptcy Court, 

as applicable, is duly qualified or licensed to do business under the Laws of each other jurisdiction 

in which it owns, leases or operates properties or conducts any business where the failure to be so 

qualified would, individually or in the aggregate, reasonably be expected to result in a Material 

Adverse Effect.

(b) Corporate Power and Authority: Subject to entry of the DIP Order, Parent, 

each Issuer and (to the extent a party thereto) each Subsidiary Guarantor has the requisite corporate 

power and authority (i) to enter into, execute and deliver this Agreement and to perform its 

obligations hereunder and (ii) to consummate the Transactions, to enter into, execute and deliver 

the agreements to which it will be a party, and to perform its obligations under each of the Notes 

Documents. Subject to the entry and the terms of the DIP order, the execution and delivery of this 

Agreement and each of the other Notes Documents and the consummation of the Transactions 

have been or will be duly authorized by all requisite corporate action on behalf of Parent, each 

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Issuer and each Subsidiary Guarantor, and no other corporate proceedings on the part of Parent, 

such Issuer or such Subsidiary Guarantor are or will be necessary to authorize this Agreement or 

any of the other Notes Documents or to consummate the Transactions.

(c) Execution and Delivery; Enforceability: Subject to entry of the DIP Order, 

this Agreement has been, and upon the Closing, each other Notes Document will be, duly executed 

and delivered by Parent, the Issuers and the Subsidiary Guarantors (to the extent a party thereto). 

Assuming this Agreement has been duly authorized, executed and delivered by each of the 

Consenting Holders, this Agreement will constitute the valid and legally binding obligation of 

Parent and the Issuers, enforceable against Parent and the Issuers in accordance with its terms and 

subject to the further exception that any indemnification in this Agreement for violations of 

securities laws may be unenforceable.

(d) Authorized and Issued Capital Stock: All the outstanding membership 

interests, member’s interests, partnership interests or shares of capital stock of Parent, each Issuer 

and each Subsidiary Guarantor have been duly authorized and validly issued and are fully paid and 

nonassessable, and all outstanding membership interests or shares of capital stock of the Subsidiary 

Guarantors are owned by the Company either directly or through wholly owned subsidiaries free 

and clear of any security interest, claim, lien or encumbrance, except the terms of any partnership 

agreement pertaining to any partnership that is a subsidiary of the Company that would not have a 

Material Adverse Effect.

(e) Notes Documents:

(i) Subject to the entry and terms of the DIP Order, each of the Notes 

Documents has been duly and validly authorized by Parent, the Issuers and each Subsidiary 

Guarantor (to the extent a party thereto).

(ii) When the New Documents have been executed and delivered as 

contemplated by this Agreement by the parties thereto, (A) the New Documents will have been 

duly executed and delivered by Parent, the Issuers and the Subsidiary Guarantors party thereto 

and, subject to entry of the DIP Order and customary Legal Reservations, will constitute the valid 

and legally binding obligations of Parent, the Issuers and the Subsidiary Guarantors party thereto, 

enforceable in accordance with their terms and (B) the New Notes will be entitled to the benefits 

of the New Indenture.

(iii) Subject to the entry and terms of the DIP Order, each of the Security 

Documents and the Intercreditor Agreement (as amended to effectuate the Transactions) have been 

duly and validly authorized by the Company and its subsidiaries party thereto; and each of the 

Security Documents, including the Intercreditor Agreement, has been duly executed and delivered 

by the Company and its Subsidiaries party thereto, and each of the Security Documents, including 

the Intercreditor Agreement, subject to entry of the DIP Order and customary Legal Reservations,

will constitute valid and legally binding obligations of the Company and its Subsidiaries party 

thereto, enforceable in accordance with its terms.

(f) No Conflict: Subject to entry of the DIP Order and the Foreign Guarantors 

Agreement remaining in full force and effect, the execution and delivery by Parent and the Issuers 

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of this Agreement and by Parent, the Issuers and each Subsidiary Guarantor (to the extent a party 

thereto) of the Notes Documents, the compliance by Parent, the Issuers and such Subsidiary 

Guarantor with all of the provisions hereof and thereof and the consummation of the Transactions 

contemplated herein and therein (i) will not conflict with, or result in a breach or violation of, any 

of the terms or provisions of, or constitute a default under (with notice or lapse of time, or both), 

or result, in the acceleration of, or the creation of any lien under, or cause any payment or consent 

to be required under any material agreement, contract, deed or other instrument to which Parent, 

the Issuers, the Subsidiary Guarantors or any of their respective Subsidiaries are (as of the 

Agreement Effective Date) or will be (as of the Closing Date or any Release Date) bound or to 

which any of the property or assets of Parent, the Issuers, the Subsidiary Guarantors or any of their 

respective Subsidiaries are (as of the Agreement Effective Date) or will be (as of the Closing Date 

or any Release Date) subject, except to the extent that any such conflict, breach, violation, or 

default would not, individually or in the aggregate, reasonably be expected to result in a Material 

Adverse Effect; (ii) will not result in any violation of the provisions of the organization documents 

of Parent, the Issuers or the Subsidiary Guarantors except to the extent that any such violation 

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse 

Effect; and (iii) will not result in any material violation of any Law applicable to Parent, the 

Issuers, the Subsidiary Guarantors or any of their respective Subsidiaries or any of its or their 

respective properties.

(g) Consents and Approvals: Except as (i) may be required by state securities 

and “blue sky” laws, and subject to the DIP Order and the Parent and the Issuers obtaining

Bankruptcy Court Approval and (ii) such failure would not reasonably be expected to result in a 

Material Adverse Effect, no consent, approval, authorization, order, registration or qualification of 

or with any Governmental Entity having jurisdiction over Parent, the Issuers or any Guarantor 

Subsidiary or any of their properties (each an “Applicable Consent”) is required for the execution 

and delivery by Parent, the Issuers and, to the extent a party thereto, the Subsidiary Guarantors of 

this Agreement and the Notes Documents, the compliance by Parent, the Issuers and such 

Subsidiary Guarantors with all of the provisions hereof and thereof and the consummation of the 

Transactions contemplated herein and therein.

(h) Arm’s Length: The Company acknowledges and agrees that (i) each of the 

Consenting Holders is acting solely in the capacity of an arm’s length contractual counterparty to 

Parent and the Issuers with respect to the Transactions contemplated hereby and not as a financial 

advisor or a fiduciary to, or an agent of, Parent, the Issuers or any of their Subsidiaries and (ii) no

Consenting Holder is advising Parent, the Issuers or any of their Subsidiaries as to any legal, tax, 

investment, accounting or regulatory matters in any jurisdiction.

(i) Financial Statements: The consolidated financial statements of Parent and 

its Subsidiaries filed with the SEC for the fiscal year ended January 28, 2017 and the fiscal quarter 

ended April 29, 2017 (collectively, the “Parent Financial Statements”), present fairly in all material 

respects the financial position, results of operations and cash flows of Parent and its consolidated 

Subsidiaries, taken as a whole, as of the dates indicated and for the periods specified therein. The 

condensed consolidated financial data of the Company and its Subsidiaries filed with the SEC for 

the fiscal year ended January 28, 2017 and the fiscal quarter ended April 29, 2017 (collectively, 

the “Company Financial Statements” and, together with Parent Financial Statements, the 

“Financial Statements”), present fairly in all material respects the financial position, results of 

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operations and cash flows of the Company and its consolidated subsidiaries, taken as a whole, as 

of the dates indicated and for the periods specified therein. The Financial Statements, including 

the related schedules and notes thereto, have been prepared in conformity with U.S. generally 

accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods and 

at the dates covered thereby (except in the case of unaudited interim financial statements, as would 

be permitted in unaudited interim financial statements that would be included in a quarterly report 

on Form 10-Q filed with the SEC), except as may be otherwise expressly noted therein.

(j) Company Documents: The Company has delivered reports, schedules, 

forms and statements (the “Company Disclosure Documents”) to the Consenting Holders as 

required by the Existing Indenture and pursuant to the Non-disclosure Agreements (other than the 

Specified Reports). As of the Agreement Effective Date, the Closing Date and each Release Date, 

the Company Disclosure Documents, when taken together, do not contain (as of each relevant 

date) any untrue statement of a material fact or omit to state a material fact required to be stated 

therein or necessary to make the statements therein, in light of the circumstances under which they 

were made, not misleading.

(k) Absence of Certain Changes: From the date of the latest audited financial 

statements contained in the Company Disclosure Documents to the Agreement Effective Date, the 

Closing Date and the applicable Release Date, no event has occurred or exists other than the Cases 

that would, individually or in the aggregate, reasonably be expected to have a Material Adverse 

Effect.

(l) Compliance with Laws: Subject to the DIP Order, neither the Company nor 

any of its Subsidiaries is or has been at any time since the latest audited financial statements 

contained in the Company Disclosure Documents in violation of any Law or order, including Laws 

relating to Company Plans and Multiemployer Plans, except for any such violation that would not, 

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(m) Legal Proceedings: Other than as set forth in the Company Disclosure 

Documents, there are no legal, governmental, administrative, judicial or regulatory investigations, 

audits, actions, suits, claims, arbitrations, demands, demand letters, notices of non-compliance or 

violations, or proceedings (“Legal Proceedings”) pending or, to the Knowledge of the Company, 

threatened in writing to which the Company or any of its Subsidiaries is a party or to which any 

property of the Company or any of its Subsidiaries is the subject that, individually or in the 

aggregate, would reasonably be expected to constitute a Material Adverse Effect.

(n) Labor Relations: No strikes, lockouts or slowdowns with the employees of 

Parent, the Issuers or any of the Subsidiary Guarantors exists or, to the knowledge of Parent and 

the Issuers is threatened or imminent, except as would not have a Material Adverse Effect.

(o) Intellectual Property: Except as would not, individually or in the aggregate, 

reasonably be expected to result in a Material Adverse Effect, to the Knowledge of Parent or the 

Issuers, Parent, the Issuers or the Subsidiary Guarantors own, or hold licenses in or otherwise have 

the right to use, all Intellectual Property that is used in the conduct of Parent and the Company’s 

business, free and clear of all Liens other than Permitted Liens, necessary for the conduct of Parent 

and the Company’s business. Except as would not, individually or in the aggregate, reasonably be 

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expected to result in a Material Adverse Effect, to the Knowledge of Parent or the Issuers there is 

no material Intellectual Property owned by Parent, the Issuers or any of their respective 

Subsidiaries that is being infringed, misappropriated or violated (“Infringed”) by any other Person. 

Except as would not, individually or in the aggregate, reasonably be expected to result in a Material 

Adverse Effect, to the Knowledge of Parent or the Issuers, (i) none of Parent, either Issuer or any 

of their respective Subsidiaries presently Infringes any material Intellectual Property of any other 

Person and (ii) no Person has alleged same in writing.

(p) Title to Real and Personal Property:

(i) Owned Real Property. The Company or one of its Subsidiaries has 

good and marketable title in fee simple to each Owned Real Property, free and clear of all Liens, 

except for (A) Liens that are described in the Company Disclosure Documents filed prior to the 

date hereof, (B) Permitted Liens or (c) such defects which not reasonably be expected to result in 

a Material Adverse Effect.

(ii) Leased Real Property. All Real Property Leases necessary for the 

operation of the business of the Company and its Subsidiaries as currently operated are valid and 

binding on the Company or its relevant Subsidiaries and enforceable in accordance with their terms 

(subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar 

Laws of general applicability relating to or affecting creditors’ rights and to general principles of 

equity whether applied in a court of law or a court of equity), except where such failures would 

not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any 

of its Subsidiaries is in material default or breach under the terms of any material Real Property 

Lease necessary for the operation of the business of the Company as currently operated, except as 

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse 

Effect.

(iii) Personal Property. The Company or its Subsidiaries has good title 

or, in the case of leased assets, a valid leasehold interest, free and clear of all Liens, to all of the 

material tangible personal property and assets, except for (A) Liens that are described in the 

Company Disclosure Documents filed prior to the date hereof, (B) Permitted Liens or (C) such 

defects which not reasonably be expected to result in a Material Adverse Effect.

(q) Licenses and Permits: The Company and its Subsidiaries possess all 

licenses, certificates, permits and other authorizations issued by, and have made all declarations 

and filings with, the appropriate Governmental Entities that are necessary for the ownership or 

lease of their respective properties and the conduct of the business, except for those the failure to 

possess which, individually or in the aggregate, would not reasonably be expected to result in a 

Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written 

notice of any revocation or material modification of any such license, certificate, permit or 

authorization.

(r) Environmental: To the best knowledge of Parent or the Company, neither 

the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or 

order of any governmental agency or body or any court, domestic or foreign, relating to the use, 

disposal or release of hazardous or toxic substances or relating to the protection or restoration of 

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the environment or human exposure to hazardous or toxic substances (collectively, “environmental 

laws”), owns or operates any real property contaminated with any substance that is subject to any 

environmental laws, is liable for any off-site disposal or contamination pursuant to any 

environmental laws, or is subject to any claim relating to any environmental laws, which violation, 

contamination, liability or claim would individually or in the aggregate have a Material Adverse 

Effect; and, Parent or the Company is not aware of any pending investigation which might lead to 

such a claim.

(s) Tax Matters:

(i) All material Tax Returns required to be filed by or with respect to 

Parent, the Company or any of their respective Subsidiaries have been properly prepared and 

timely filed, and all such Tax Returns (including information provided therewith or with respect 

to thereto) are true, complete and correct in all material respects.

(ii) Parent, the Company and their Subsidiaries have fully and timely 

paid all material Taxes due and payable by such companies (whether or not shown on any Tax 

Return).

(iii) None of the Parent, the Company or any of their Subsidiaries have 

any knowledge of any tax audits or tax deficiencies that have been, or would reasonably be 

expected to be asserted against the Parent, the Company or any of their Subsidiaries, that would, 

in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(iv) None of Parent, the Company or any of their Subsidiaries has 

participated in any listed transaction within the meaning of Treasury Regulations 

Section 1.6011-4(b) (or any similar provision of state, local or foreign Tax law).

(v) None of Parent, the Company or any of their Subsidiaries has 

constituted a “distributing corporation” or a “controlled corporation” (within the meaning of 

Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free treatment under 

Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a 

distribution that could otherwise constitute part of a “plan” or “series of related transactions” 

(within the meaning of Section 355(e) of the Code) in conjunction with this acquisition.

(vi) There are no material Liens with respect to Taxes upon any of the 

assets or properties of the Company and its Subsidiaries other than Permitted Liens.

(t) ERISA Compliance: Parent, the Company and their respective Subsidiaries 

and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act 

of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published 

interpretations thereunder)) established or maintained by Parent, the Company, their respective 

Subsidiaries or their ERISA Affiliates (as defined below) are in compliance with ERISA and, to 

the knowledge of Parent or the Company, each “multiemployer plan” (as defined in Section 4001 

of ERISA) to which Parent, the Company, their respective Subsidiaries or an ERISA Affiliate 

contributes (a “Multiemployer Plan”) is in compliance with ERISA, except, in each case, where 

any failure to comply would not, individually or in the aggregate, reasonably be expected to result 

in a Material Adverse Effect. “ERISA Affiliate” means, with respect to Parent, the Company or a 

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Subsidiary, any member of any group of organizations described in Section 414 of the Internal 

Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the 

regulations and published interpretations thereunder) of which Parent, the Company or such 

Subsidiary is a member. No “reportable event” (as defined under Section 4043(c) of ERISA) has, 

within the past six (6) years, occurred or is reasonably expected to occur with respect to any 

“employee benefit plan” established or maintained by Parent, the Company, their respective 

Subsidiaries or any of their ERISA Affiliates that would reasonably be expected to result in a 

Material Adverse Effect. Except where could not reasonably be expected to result in a Material 

Adverse Effect, no “single employer plan” (as defined in Section 4001 of ERISA) established or 

maintained by Parent, the Company, their respective Subsidiaries or any of their ERISA Affiliates, 

if such “employee benefit plan” were terminated, would have any amount of unfunded “benefit 

liabilities” (as defined under Section 4001(a)(16) of ERISA). None of Parent, the Company, their 

respective Subsidiaries or any of their ERISA Affiliates has, within the past six (6) years, incurred 

or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination 

of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of 

the Code or Section 4062(e) of ERISA that, in the case of (i) or (ii), individually or in the aggregate 

would reasonably be expected to result in a Material Adverse Effect. Each “employee benefit 

plan” established or maintained by Parent, the Company or their respective Subsidiaries that is 

intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, 

within the past three (3) years, whether by action or failure to act, that would reasonably be 

expected to cause the loss of such qualification to the extent any lack of qualified status or loss of 

qualified status would, individually or in the aggregate, reasonably be expected to result in a 

Material Adverse Effect.

(u) Internal Control Over Financial Reporting: Parent has established and 

maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 

15d-15(f) promulgated under the Exchange Act) that complies in all material respects with the 

requirements of the Exchange Act and has been designed to provide reasonable assurances 

regarding the reliability of financial reporting and the preparation of financial statements for 

external purposes in accordance with GAAP.

(v) Disclosure Controls and Procedures: Parent (i) maintains disclosure 

controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under 

the Exchange Act) designed to ensure that information required to be disclosed by the Parent and 

the Company in the reports that each is required to deliver under the Existing Indenture is recorded, 

processed, summarized and reported within the time periods specified in the SEC’s rules and 

forms, including that information required to be disclosed by each of the Parent and the Company 

in such reports that it is required to deliver under the Existing Indenture is accumulated and 

communicated to management of the Parent and the Company as appropriate to allow timely 

decisions regarding required disclosure, and (ii) has disclosed, based upon the most recent 

evaluation by the Chief Executive Officer and Chief Financial Officer of the Parent and the 

Company of internal control over financial reporting, to its auditors and the audit committee of the 

Board (A) all significant deficiencies and material weaknesses in the design or operation of the 

Parent and the Company’s internal control over financial reporting which are reasonably likely to 

adversely affect its ability to record, process, summarize and report financial data and (B) any 

fraud, whether or not material, that involves management or other employees who have a 

significant role in the Parent and the Company’s internal control over financial reporting.

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(w) Material Contracts: All Material Contracts are valid, binding and 

enforceable by and against Parent, the Company or the Subsidiary Guarantors (except as 

enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws 

limiting creditors’ rights generally or by equitable principles relating to enforceability), and no 

written notice to terminate, in whole or part, any Material Contract has been delivered to Parent, 

the Company or the Subsidiary Guarantors. Except for any default or breach which may arise 

under any Material Contract in connection with the Cases, none of Parent, the Company or any of 

the Subsidiary Guarantors or, to the Knowledge of Parent or the Company, any other party to any 

Material Contract, is in default or breach under the terms thereof. Other than the exhibits to be 

filed under the Specified Reports, each Material Contract that would be required to be filed as an 

exhibit to the Parent’s periodic reports has been filed with the SEC. For purposes of this 

Agreement, “Material Contract” means any Contract necessary for the operation of the business 

of Parent or the Company as currently operated that is a “material contract” (as such term is defined 

in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed on a Current Report 

on Form 8-K).

(x) No Unlawful Payments: None of Parent, either Issuer or the Subsidiary 

Guarantors nor any of their respective directors, officers or employees or, to the Knowledge of 

Parent or the Issuers, any agent or other Person acting on behalf of Parent, the Issuers or any of 

their Subsidiaries, has: (i) used any funds of Parent, the Issuers or any of their Subsidiaries for 

any unlawful contribution, gift, entertainment or other unlawful expense, in each case relating to 

political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic 

government official or employee from corporate funds; (iii) violated or is in violation of any 

provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, 

influence payment, kickback or other similar unlawful payment.

(y) Compliance with Money Laundering Laws: The operations of Parent and 

the Issuers are and have been at all times conducted in compliance with applicable financial 

recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions 

Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions in which 

Company, the Issuers and their Subsidiaries operate, the rules and regulations promulgated 

thereunder and any related or similar Laws (collectively, the “Money Laundering Laws”) and no 

material Legal Proceeding by or before any Governmental Entity or any arbitrator involving 

Parent, the Issuers or any of their Subsidiaries with respect to Money Laundering Laws is pending 

or, to the Knowledge of Parent or the Issuers, threatened.

(z) Compliance with Sanctions Laws: None of Parent, either Issuers or any of 

the Subsidiary Guarantors or any of their respective directors, officers or employees or, to the 

Knowledge of Parent or the Issuers, any agent or other Person acting on behalf of Parent, the 

Issuers or any of their Subsidiaries, is currently subject to any U.S. sanctions administered by the 

Office of Foreign Assets Control of the U.S. Treasury Department.

(aa) No Broker’s Fees: None of Parent, either Issuers or any of the Subsidiary 

Guarantors is a party to any Contract with any Person (other than this Agreement) that would give 

rise to a valid claim against the Consenting Parties for a brokerage commission, finder’s fee or like 

payment in connection with the sale of the New Notes.

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(bb) No Registration Rights: No Person has the right to require Parent, the 

Issuers or any of the Subsidiary Guarantors to register the offering and sale of any of their 

respective securities under the Securities Act.

(cc) Insurance: All premiums due and payable in respect of material insurance 

policies maintained by the Company and its Subsidiaries have been paid. To the Knowledge of 

the Company, neither the Company nor any of its Subsidiaries has received written notice from 

any insurer or agent of such insurer with respect to any material insurance policies of the Company 

and its Subsidiaries of cancellation or termination of such policies, other than such notices which 

are received in the ordinary course of business or for policies that have expired on their terms or 

which would not, individually or in the aggregate, reasonably be expected to result in a Material 

Adverse Effect.

(dd) Investment Company Act: None of Parent, either Issuer or any of the 

Subsidiary Guarantors is required to register as an “investment company” as defined in the 

Investment Company Act of 1940, as amended.

(ee) Use of Proceeds: Proceeds of the New Notes shall be used solely (i) to pay 

interest on the Existing Notes and the New Notes, (ii) for working capital and general corporate 

purposes of the Company and the Subsidiary Guarantors materially consistent with the DIP 

Budget, subject to permitted variances (including payments to and investments in subsidiaries of 

the Parent consistent with the DIP Budget and permitted by the New Indenture), and (iii) to pay 

fees, costs and expenses incurred in connection with the Transactions and other administration 

costs incurred in connection with the Cases and claims or amounts approved by the Bankruptcy 

Court.

(ff) SEC Filings. The Parent has filed all current and periodic reports and other 

documents (other than the Specified Reports) required to be filed with the SEC pursuant to the 

Existing Indenture.

4. Conditions to the Obligations of the Consenting Holders.

The obligations of each Consenting Holder to consummate the Notes Financing 

shall be subject to (unless waived in accordance with Section 7) the satisfaction of the following 

conditions:

(a) Expense Reimbursement: Parent or the Issuers shall have paid all fees and 

expenses accrued pursuant to Section 21 through the Closing Date.

(b) Representations and Warranties: (1) The representations and warranties of 

Parent and the Issuers contained in this Agreement that are qualified as to materiality or similar 

qualifiers, and the representation and warranty contained in Section 3(k), shall be true and correct 

in all respects both on and as of the date hereof and the Closing Date with the same force and effect 

as though made on and as of such date (except to the extent that any such representation or warranty 

is made as of a specified date, in which case such representation or warranty shall be true and 

correct in all respects as of such specified date) and (2) the representations and warranties of Parent 

and the Issuers contained in this Agreement that are not so qualified shall be true and correct in all 

material respects on and as of the date hereof and the Closing Date with the same force and effect 

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as though made on and as of such date (except to the extent that any such representation or warranty 

is made as of a specified date, in which case such representation or warranty shall be true and 

correct in all material respects as of such specified date).

(c) Covenants: As of the Closing Date, Parent and the Issuers shall have 

performed or complied with, and shall have caused their Subsidiaries to have performed or 

complied with, in all material respects, all covenants and agreements required to be performed or 

complied with under this Agreement and in connection with the Transactions.

(d) Officer’s Certificate: The Consenting Holders shall have received on and as 

of the Closing Date a certificate of Parent and the Issuers in form and substance reasonably 

satisfactory to the Required Consenting Holders, signed on behalf of each of Parent and the Issuers 

by the Chief Financial Officer, to the effect that the conditions to the Closing have been satisfied.

(e) Material Adverse Effect: From the date hereof to the Closing Date, there 

shall not have occurred, and there shall not exist, other than the Cases, any event that could, 

individually or in the aggregate, reasonably be considered to result in a Material Adverse Effect.

(f) Notes Documents: The Notes Documents (other than the Security 

Documents permitted to be delivered after the Closing Date pursuant to Article XI of the Indenture) 

shall have been executed and delivered by Parent, the Company, its Subsidiaries party thereto and 

the other parties thereto in form and substance reasonably acceptable to the Required Consenting 

Holders and shall be in full force and effect as of the Closing Date.

(g) First Day Orders: All of the “first day orders” entered by the Bankruptcy 

Court on or about the time of commencement of the Cases (and if any such orders shall not have 

been entered by the Bankruptcy Court, the form of such orders submitted to the Bankruptcy Court 

for approval) shall be in form and substance satisfactory to the Required Consenting Holders.

(h) Interim Order: (i) The Consenting Holders shall have received a certified 

copy of the Interim DIP Order, which Interim DIP Order shall be satisfactory to the Required 

Consenting Holders and (ii) the Bankruptcy Court has entered the Interim DIP Order within five 

calendar days after the date hereof.

(i) No Appointment: No trustee, responsible officer or examiner having 

expanded powers shall have been appointed with respect to the Debtors or the Subsidiary 

Guarantors or their respective properties.

(j) Closing Fee: Substantially simultaneously or concurrently with the funding 

under this Agreement, the Issuers shall have paid to the Consenting Holders the Closing Fee.

5. Escrow; Release from Escrow.

(a) On the Closing Date, (i) the net proceeds of the issuance and sale of the 

New Notes (less the amount described in clause (ii)) will be funded into the Escrow Account and 

(ii) $96,000,000 of the proceeds of the New Notes will be wired to the Company at an account as 

designated by the Company to the Consenting Holders (the “Company Account”). After the 

Closing Date, the Requisite Holders will direct the Indenture Trustee to instruct the Escrow Agent 

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to release funds from the Escrow Account in the amounts and subject to satisfaction of the 

conditions described in clauses (b) through (g) below.

(b) The Requisite Holders will direct the Indenture Trustee to instruct the 

Escrow Agent to release $[________] from the Escrow Account and wire such funds to the 

Company Account upon satisfaction of the following:

(i) No Default or Event of Default shall have occurred and be 

continuing under the New Indenture on such Release Date or after giving effect to 

the release of funds to be made on such date;

(ii) Each of the representations and warranties made by Parent or the 

Issuers in this Agreement shall be true and correct in all material respects (or in the 

case of representations and warranties with a “materiality” qualifier, true and 

correct in all respects) immediately prior to, and after giving effect to, such release;

(iii) A Final DIP Order approving the New Documents in form and 

substance satisfactory to the Requisite Holders in their sole discretion (i) shall have 

been entered within forty-five calendar days after the date hereof and be in full 

force and effect and (ii) shall not have been (A) vacated, reversed, or stayed, or (B) 

amended or modified except as otherwise agreed to in writing by the Requisite 

Holders in their sole discretion;

(iv) The Holders shall have received a certified copy of the Final DIP 

Order;

(v) The Holders shall have received all fees payable thereto, on or prior 

to such release and, to the extent invoiced, all other amounts due and payable 

pursuant to the Notes Documents on or prior to such date, including, to the extent 

invoiced at least one Business Day prior to such Release Date, reimbursement or 

payment of all reasonable and documented out-of-pocket expenses required to be 

reimbursed or paid by the Company hereunder or under any Notes Document 

(including reasonable and documented fees, out-of-pocket charges and 

disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Linklaters LLP, 

Porter Hedges LLP and Whiteford Taylor Preston, LLP and one financial advisor 

to the Holders);

(vi) The Holders shall have received copies of all proposed substantive 

pleadings and orders in the Cases, including “second day” pleadings and orders, 

with reasonably sufficient time for review and comment by the Holders, and the 

Debtors shall have provided the Holders with advance copies of (and a reasonable 

opportunity to comment on) any press release in which a Holder or any Affiliate or 

agent of a Holder is mentioned;

(vii) The release of funds contemplated by this Section 5(b) shall not 

violate any Law and shall not be enjoined, temporarily, preliminarily or 

permanently;

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(viii) Subject to the Agreed Guarantee and Security Principles, each of the 

guarantors of the 2021 Notes that is not an ABL Guarantor shall have used its 

commercially reasonable efforts to create and incur valid and perfected security 

liens in favor of the Collateral Trustee in accordance with the terms of the Indenture 

and the Security Documents, for the benefit of the Secured Parties (as defined in 

the Collateral Trust Agreement), on substantially all of its assets;

(ix) The Collateral Trustee, for the benefit of the Secured Parties (as 

defined in the Collateral Trust Agreement), shall, subject to the Agreed Guarantee 

and Security Principles, have valid and perfected liens on the security interests in 

the Collateral of Parent and the Issuers and each of the European ABL Obligors 

and Spain Propco as contemplated by the Indenture and the Security Documents

and perfected pursuant to the Interim DIP Order in the case of the Debtors and all 

actions required under applicable foreign Law to perfect security interests granted 

by each such European Obligor, in each case, subject to the Agreed Guarantee and 

Security Principles;

(x) In accordance with and subject to the Agreed Guarantee and 

Security Principles, the Issuers, Parent and their Restricted Subsidiaries shall have 

used best efforts to cause:

(1) perfected Liens to be granted by the recipients of any 

proceeds of the New Notes on-lent by any Issuer or any of its Restricted 

Subsidiaries (that is not a European ABL Group Member) to a European ABL 

Group Member, which Liens shall rank junior in priority to the European ABL 

Liens and shall be subject to (i) Applicable Law; (ii) the Agreed Guarantee and 

Security Principles and (iii) any agreements of such Persons then existing not 

created in contemplation of such Investment (including, without limitation, those 

with third party creditors in whose favor Permitted Liens have been granted);

(2) the European ABL Obligors to grant and perfect Liens on 

their property and assets to secure (x) the Note Obligations and (y) the obligations 

under the 2021 Notes and related security documents, in each case of (x) and (y), 

as contemplated by the DIP Orders, to the full extent permissible under 

Applicable Law as soon as reasonably practicable upon or following the Issue 

Date; provided that, in accordance with the Agreed Guarantee and Security 

Principles, (X) the European Asset Note Liens shall rank senior in priority to the 

European Asset 2021 Notes Liens and junior in priority to the European ABL 

Liens (to the extent there are any outstanding Senior Obligations under the 

European ABL Facility), and (Y) the European Asset 2021 Notes Liens shall rank 

junior in priority to both the European Asset Note Liens and the European ABL 

Liens (to the extent there are any outstanding Senior Obligations under the 

European ABL Facility); and

(3) Spain Propco to grant and perfect Liens on its property and 

assets to secure the Note Obligations and the obligations under the 2021 Notes on 

a first-priority and second-priority basis, respectively, in each case, as 

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contemplated by the DIP Orders, to the fullest extent permissible under 

Applicable Law as soon as reasonably practicable upon or following the Issue 

Date.

(xi) Any joinders to or amendments of the Intercreditor Agreement 

necessary for the consummation of the Transactions shall have been duly executed 

and delivered in form and substance reasonably acceptable to the Requisite Holders 

in their sole discretion and shall be in full force and effect;

(xii) Subject to the Agreed On-Lending Principles, arrangements relating 

to on-lending to non-Debtor foreign subsidiaries that are not Guarantors in 

accordance with the Notes Documents, and Collateral securing such intercompany 

loans, in form and substance reasonably acceptable to the Requisite Holders;

(xiii) Geoffrey, LLC and any other licensor Debtor shall have obtained a 

Bankruptcy Court order approving its assumption of the Intellectual Property 

Licenses and such order shall not have been (A) vacated, reversed, or stayed, or 

(B) amended or modified except as otherwise agreed to in writing by the Requisite 

Holders in their sole discretion; and

(xiv) the allocation of the Debtors’ professional fees and overhead to the 

Issuers shall be reasonably satisfactory to the Requisite Holders.

(c) Prior to the date that is one month prior to the maturity of the France Propco 

Loan, the Requisite Holders will direct the Indenture Trustee to instruct the Escrow Agent to 

release an amount of $50,000,000 from the Escrow Account for the purpose of repaying the France 

Propco Loan, and to wire such funds to the Company Account, upon satisfaction of the following: 

(i) the receipt by the Holders and the Indenture Trustee of an officer’s certificate from the 

Company certifying that the indebtedness under the France Propco Loan will be prepaid within 

ten Business Days after the date of the delivery of such certificate and the proceeds released 

pursuant to this Section 5(c) shall be used solely to repay the France Propco Loan, (ii) the delivery 

to the Holders and the Collateral Trustee, for the benefit of the Secured Parties (as defined in the 

Collateral Trust Agreement), of an executed guaranty from France Propco, guaranteeing the 

obligations under the Notes Documents, in form reasonably satisfactory to the Requisite Holders, 

(iii) the delivery to the Holders and the Collateral Trustee, for the benefit of the Secured Parties 

(as defined in the Collateral Trust Agreement), of all security documents necessary or desirable to 

provide perfected Liens on the property and assets of France Propco to secure the Note Obligations 

and the obligations under the 2021 Notes on a first-priority and second-priority basis, respectively, 

in each case, as contemplated by the DIP Orders, to the fullest extent permissible under Applicable 

Law, (iv) the release of funds contemplated by this Section 5(c) shall not violate any Law and shall 

not be enjoined, temporarily, preliminarily or permanently and (v) each of the conditions described 

in Section 5(b) (other than clause (vii)), shall be satisfied; provided, however, with respect to clause 

(iii) above, such delivery requirements are subject to the Agreed Guarantee and Security

Principles.

(d) In the event that the obligations in respect of the New Notes are accelerated 

or otherwise due pursuant to the terms of the Indenture, the Requisite Holders may direct the 

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Indenture Trustee to instruct the Escrow Agent to release the remaining funds in the Escrow 

Account (other than amounts necessary to pay interest on the 2021 Notes pursuant to Section 5(f)

and in accordance with the DIP Budget) to the Indenture Trustee at its account as designated by 

the Indenture Trustee to the Escrow Agent for payment to the Holders of the New Notes in partial 

satisfaction of the outstanding obligations in respect of the New Notes.

(e) The Requisite Holders will direct the Indenture Trustee to instruct the 

Escrow Agent to release an amount equal to the interest accrued on the New Notes at the end of 

each monthly interest period from the Escrow Account (which amount shall be calculated by the 

Company and set forth in a written statement provided to the Escrow Agent and the 

Representative), and to wire such funds to the Indenture Trustee at its account as designated by 

the Indenture Trustee to the Escrow Agent for payment to the Holders of the New Notes.

(f) The Requisite Holders will direct the Indenture Trustee to instruct the 

Escrow Agent to release an amount equal to the interest accrued on the 2021 Notes at the end of 

each semi-annual interest period from the Escrow Account (which amount shall be calculated by 

the Company and set forth in a written statement provided to the Escrow Agent and the Indenture 

Trustee), and to wire such funds to Wilmington Trust, National Association, as trustee and 

collateral trustee under the indenture in connection with the 2021 Notes (the “Prepetition Trustee”) 

at its account as designated by the Prepetition Trustee to the Escrow Agent.

(g) Upon the written request of the Company, at the Company’s option at any 

time following the entry of the Final DIP Order, the Requisite Holders shall direct the Indenture 

Trustee to instruct the Escrow Agent to release an amount of up to $35,000,000 from the Escrow 

Account for use in connection with the ordinary course working capital needs of the Company and 

its Restricted Subsidiaries during the 2017 holiday season, and to wire such funds to the Company 

Account; provided that, if any such withdrawals are made, the Company or any of its Restricted 

Subsidiaries shall deposit an amount of cash equal to the aggregate amount of such released funds 

in the Escrow Account not later than January 31, 2018.

6. Publicity and Confidentiality. The Company shall submit drafts to counsel to 

the Consenting Holders of any press releases, public documents, and any and all disclosures to 

its securityholders or otherwise that constitute disclosure of the existence or terms of this 

Agreement or any amendment to the terms of this Agreement at least forty-eight hours prior to 

making any such disclosure, and shall afford them a reasonable opportunity under the 

circumstances to comment on such documents and disclosures and shall consider any such 

comments in good faith. Except as required by law or otherwise permitted under the terms of 

any other agreement between the Company on the one hand, and any Consenting Holder, on the 

other hand, no Party or its advisors (including counsel to any Party) shall disclose to any person 

(including, for the avoidance of doubt, any other Consenting Holder), other than advisors to the 

Company, the principal amount or percentage of any Existing Notes or any other securities of the 

Company held by any Party or the specific legal entity name of any Consenting Holder, in each 

case, without such Party’s prior written consent; provided that (i) if such disclosure is required 

by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the 

relevant Party a reasonable opportunity to review and comment in advance of such disclosure 

and shall take all reasonable measures to limit such disclosure (the expense of which, if any, 

shall be borne by the relevant disclosing Party) and (ii) the foregoing shall not prohibit the 

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disclosure of the aggregate percentage or aggregate principal amount of Existing Notes held by 

all the Consenting Holders collectively. The Company, on behalf of itself and all obligors under 

the Existing Indenture and the New Indenture, agrees that all information provided by the 

Consenting Holders hereunder, including the identity of and the amount of New Notes held by 

each Consenting Holder, will be maintained in confidence and will not be disclosed publicly or 

to third parties other than the Company’s advisors and agents, except as may be required by a 

court or other governmental agency. If the Company publicly files a copy of this Agreement 

with the SEC, the Bankruptcy Court or any other court it shall redact each Consenting Holder’s 

signature pages and Schedule A in any such filing so as not to disclose such Consenting Holder’s 

identity or holdings information.

7. Amendments and Waivers. This Agreement may not be waived, modified, 

amended, or supplemented except in a writing signed by the Required Parties; provided that: 

(i) any waiver, modification, amendment, or supplement to this Section 7 shall require the prior 

written consent of each Party; (ii) any waiver, modification, amendment or supplement to the 

definition of Required Consenting Holders shall require the prior written consent of each 

Consenting Holder; and (iii) any waiver, modification, amendment, or supplement that 

disproportionately and adversely affects any Consenting Holder may not be made without the 

prior written consent of such Consenting Holder.

8. Effectiveness. This Agreement shall become effective and binding on the Parties 

on the Agreement Effective Date, and not before such date.

9. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be construed and enforced in accordance with, and 

the rights of the parties shall be governed by, the law of the State of New York, without giving 

effect to the conflicts of law principles thereof.

(b) Each of the Parties irrevocably agrees that any legal action, suit, or 

proceeding arising out of or relating to this Agreement brought by any party or its successors or 

assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, 

the City of New York, and each of the Parties hereby irrevocably submits to the exclusive

jurisdiction of the aforesaid courts for itself and with respect to its property, generally and 

unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or 

the Transactions. Each of the Parties agrees not to commence any proceeding relating hereto or 

thereto except in the courts described above in New York, other than proceedings in any court of 

competent jurisdiction to enforce any judgment, decree, or award rendered by any such court in 

New York as described herein. Each of the Parties further agrees that notice as provided herein 

shall constitute sufficient service of process and the Parties further waive any argument that such 

service is insufficient. Subject to the foregoing, each of the Parties hereby irrevocably and 

unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, 

or otherwise, in any proceeding arising out of or relating to this Agreement or the Transactions, 

(i) any claim that it is not personally subject to the jurisdiction of the courts in New York as 

described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction 

of any such court or from any legal process commenced in such courts (whether through service 

of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of 

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judgment, or otherwise) and (iii) that (A) the proceeding in any such court is brought in an 

inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the 

subject matter hereof, may not be enforced in or by such courts.

(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT 

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY 

IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR 

RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED 

HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH 

PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY 

OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH 

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE 

FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES 

HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER 

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10. Specific Performance/Remedies. It is understood and agreed by the Parties that 

money damages would not be a sufficient remedy for any breach of this Agreement by any Party 

and each non-breaching Party shall be entitled to specific performance and injunctive or other 

equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the 

necessity of proving the inadequacy of money damages as a remedy, including an order of the 

Bankruptcy Court (if applicable) requiring any Party to comply promptly with any of its 

obligations hereunder.

11. Survival of Certain Representations and Obligation. The respective 

indemnities, agreements, representations, warranties and other statements of Parent, the Issuers, 

or their respective officers and of the several Consenting Holders set forth in or made pursuant to 

this Agreement will remain in full force and effect, regardless of any investigation, or statement 

as to the results thereof, made by or on behalf of any Consenting Holder, Parent, the Issuers or 

any of their respective representatives, officers or directors or any controlling person, and will 

survive delivery of and payment for the New Notes.

12. Headings. The headings of the sections, paragraphs, and subsections of this 

Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for 

any purpose, be deemed a part of this Agreement.

13. Successors and Assigns; Severability; Several Obligations. This Agreement is 

intended to bind and inure to the benefit of the Parties and their respective successors, permitted 

assigns, heirs, executors, administrators, and representatives. If any provision of this Agreement, 

or the application of any such provision to any person or entity or circumstance, shall be held 

invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only 

to such provision or part thereof and the remaining part of such provision hereof and this 

Agreement shall continue in full force and effect so long as the economic or legal substance of 

the transactions contemplated hereby is not affected in any manner materially adverse to any 

Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to 

modify this Agreement so as to effect the original intent of the Parties as closely as possible in a 

reasonably acceptable manner in order that the transactions contemplated hereby are 

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consummated as originally contemplated to the greatest extent possible. The agreements, 

representations, and obligations of the Parties are, in all respects, several and neither joint nor 

joint and several. For the avoidance of doubt, the obligations arising out of this Agreement are 

several and not joint with respect to each Consenting Holder, in accordance with its 

proportionate interest hereunder, and the Parties agree not to proceed against any Consenting 

Holder for the obligations of another.

14. No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of 

the Parties and no other person or entity shall be a third-party beneficiary hereof.

15. Prior Negotiations; Entire Agreement. This Agreement, including the exhibits 

and schedules hereto constitutes the entire agreement of the Parties, and supersedes all other 

prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties 

acknowledge that any confidentiality agreements (if any) heretofore executed between the 

Company and each Consenting Holder shall continue in full force and effect in accordance with 

its terms.

16. Counterparts. This Agreement may be executed in several counterparts, each of 

which shall be deemed to be an original, and all of which together shall be deemed to be one and 

the same agreement. Execution copies of this Agreement may be delivered by facsimile, 

electronic mail, or otherwise, which shall be deemed to be an original for the purposes of this 

paragraph.

17. Notices. All notices hereunder shall be deemed given if in writing and sent by 

electronic mail to the following e-mail addresses:

(1) If to Parent or the Issuers, may be provided from counsel to the Consenting 

Holders to the e-mail addresses set forth below:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: Dennis M. Myers, P.C., Chad J. Husnick

(dmyers@kirkland.com, chad.husnick@kirkland.com)

(2) If to the Consenting Holders (or any subset thereof), may be provided from

counsel to Parent and the Issuers to the e-mail addresses set forth below:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Lawrence G. Wee, Brian S. Hermann, Samuel E. Lovett

(lwee@paulweiss.com, bhermann@paulweiss.com,

slovett@paulweiss.com)

Any notice given by electronic mail shall be effective when received.

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18. Reservation of Rights; No Admission.

(a) Nothing contained herein shall (i) limit (A) the ability of any Party to 

consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, 

insolvency, foreclosure, or similar proceeding; (ii) limit the ability of any Consenting Holder to 

sell or enter into any transactions in connection with the Existing Notes, or any other claims against 

or interests in the Issuers; (iii) limit the rights of any Consenting Holder under the Existing 

Indentures or any agreements executed in connection with the Existing Indenture; or (iv) constitute 

a waiver or amendment of any provision of the Existing Indenture or any agreements executed in 

connection with the Existing Indenture.

(b) Except as expressly provided in this Agreement, nothing herein is intended 

to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect 

and preserve its rights, remedies, and interests, including its claims against any of the other Parties 

(or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed 

by the Company or any of its affiliates and subsidiaries.

19. Relationship Among Consenting Holders. It is understood and agreed that no 

Consenting Holder has any duty of trust or confidence in any kind or form with any other 

Consenting Holder, and, except as expressly provided in this Agreement, there are no 

commitments among or between them. In this regard, it is understood and agreed that any 

Consenting Holder may trade in the Existing Notes, New Notes or other debt of the Company 

without the consent of the Company or any other Consenting Holder, subject to applicable 

Federal, state and foreign securities laws, the terms of this Agreement, and any confidentiality 

agreement entered into with the Company.

20. Representation by Counsel; Adequate Information.

(a) Each Party acknowledges that it has had an opportunity to receive 

information from the Company and that it has been represented by counsel in connection with this 

Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal 

decision that would provide any Party with a defense to the enforcement of the terms of this 

Agreement against such Party based upon lack of legal counsel shall have no application and is 

expressly waived.

(b) Each Consenting Holder acknowledges, agrees, and represents to the other 

Parties that it (i) is an Eligible Holder, (ii) is acquiring any securities pursuant to the Transactions 

for its own account or an account that it manages, for investment purposes only and not with a 

view to any distribution thereof within the meaning of the Securities Act, (iii) understands that any 

securities to be acquired by it pursuant to the Transactions have not been registered under the 

Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of 

the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained 

in the Securities Act, based in part upon such Consenting Holder’s representations contained in 

this Agreement and cannot be sold unless subsequently registered under the Securities Act or an 

exemption from registration is available, and (iv) has such knowledge and experience in financial 

and business matters that such Consenting Holder is capable of evaluating the merits and risks of 

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the securities to be acquired by it pursuant to the Transactions and understands and is able to bear 

any economic risks with such investment.

21. Payment of Fees and Expenses. Parent and the Issuers agree to pay and 

reimburse the Consenting Holders promptly for all of their out-of-pocket costs and reasonable 

expenses for which invoices have been presented and which were incurred in connection 

herewith, including, without limitation, the reasonable fees and disbursements of the Consenting 

Holders’ legal counsel (including one lead counsel, one local counsel, Linklaters LLP and any 

other local counsel in any applicable foreign jurisdictions for the Consenting Holders) and 

financial advisor.

22. Indemnity.

(a) Indemnification Obligations

Parent, the Issuers and the Subsidiary Guarantors (collectively, the “Indemnifying 

Parties”) shall indemnify and hold harmless each Consenting Holder, its affiliates, shareholders, 

members, partners and other equity holders, general partners, managers, and its and their respective 

Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against 

any and all out-of-pocket losses, claims, damages, liabilities and reasonable and documented costs 

(in the case of counsel limited to the reasonably and documented fees, charges and disbursement 

of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Linklaters LLP and Whiteford Taylor Preston, 

LLP as counsel to the Consenting Holders) and expenses (other than any such losses, claims, 

damages, liabilities and costs and expenses which arise solely due to the economic performance 

of the Company or bond market conditions, in each case subsequent to the Transactions and not 

related to a breach of a representation or warranty made by the Company herein) (collectively, 

“Losses”) that any such Indemnified Person incurs or to which any such Indemnified Person 

becomes subject arising out of this Agreement and the Transactions contemplated hereby and 

thereby (including any Losses arising from, relating to or in connection with claims under 

securities laws arising from, relating to or in connection with the Notes Financing) or any breach 

by the Parent, the Issuers or any of their Subsidiaries of this Agreement, or any claim, challenge, 

litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any 

Indemnified Person is a party thereto, whether or not such proceedings are brought by the 

Company, its equity holders, affiliates, creditors or any other Person, and reimburse each 

Indemnified Person upon demand for reasonable and documented (with such documentation 

subject to redaction to preserve attorney client and work product privileges) legal or other thirdparty expenses (in the case of counsel, the reasonably and documented fees, charges and 

disbursement of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Linklaters LLP and Whiteford 

Taylor Preston, LLP as counsel to the Consenting Holders) incurred in connection with 

investigating, preparing to defend or defending, or providing evidence in or preparing to serve or

serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating 

to any of the foregoing (including in connection with the enforcement of the indemnification 

obligations set forth herein), irrespective of whether or not the Transactions contemplated by this 

Agreement are consummated or whether or not this Agreement is terminated; provided, that the 

foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to an Consenting 

Holder in breach of its obligations hereunder and such Consenting Holder’s affiliates to the extent 

they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise 

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from such breach of its obligations hereunder by such Consenting Holder, or (ii) to the extent they 

are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from 

the fraud, willful misconduct, bad faith or gross negligence of such Indemnified Person or any 

affiliate of such indemnitee (or any officer, director, employee, advisor or agent of such 

Indemnified Person or its affiliates). Notwithstanding anything to the contrary in this Agreement, 

the Indemnifying Party will not be liable for, and no Indemnified Person shall claim or seek to 

recover, any punitive, special, indirect or consequential damages or damages for lost profits.

(b) Indemnification Procedure

Promptly after receipt by an Indemnified Person of notice of the commencement of 

any claim, challenge, litigation, investigation or proceeding (an “Indemnified Claim”), such 

Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in 

respect thereof, notify the Company, on behalf of the Indemnifying Parties in writing of the 

commencement thereof; provided, that the omission to so notify the Company will not relieve the 

Indemnifying Parties from any liability that it may have under this Section 22 or to the Indemnified 

Parties otherwise than on account of this Section 22 unless, in each case, the Indemnifying Parties 

shall have been materially prejudiced (through the forfeiture of substantive rights or defenses) by 

such omission. In case any such Indemnified Claims are brought against any Indemnified Person 

and it notifies the Company, on behalf of the Indemnifying Parties of the commencement thereof, 

any Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect 

by written notice delivered to such Indemnified Person, to assume the defense thereof, with 

counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including 

any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and 

such Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal 

defenses available to such Indemnified Person that are different from or additional to those 

available to such Indemnifying Party, such Indemnified Person shall have the right to select 

separate counsel to assert such legal defenses and to otherwise participate in the defense of such 

Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified 

Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably 

acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such 

Indemnified Person for expenses incurred by such Indemnified Person in connection with the 

defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person 

shall have employed separate counsel (in addition to one local counsel in each jurisdiction in which 

local counsel is required) in connection with the assertion of legal defenses in accordance with the 

proviso to the immediately preceding sentence (it being understood, however, that such 

Indemnifying Party shall not be liable for the expenses of more than one separate counsel 

representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to 

one local counsel in each jurisdiction in which local counsel is required) and that all such expenses 

shall be reimbursed as they occur), (ii) such Indemnifying Party shall not have employed counsel 

reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a 

reasonable time after the Indemnifying Party has received notice of commencement of the 

Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the 

Indemnifying Party assumes the defense of such Indemnified Claims, the Indemnified Person 

determines in good faith that the Indemnifying Party has failed or is failing to defend such claim, 

and provides written notice of such determination and the basis for such determination and such 

failure is not reasonably cured within 10 Business Days of receipt of such notice, or (iv) such 

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Indemnifying Party shall have authorized in writing the employment of counsel for such 

Indemnified Person.

(c) Settlement of Claims

In connection with any Indemnified Claim for which an Indemnified Person is 

assuming the defense in accordance with this Section 22, the Indemnifying Parties shall not be 

liable for any settlement, compromise, consent to the entry of any judgment or judgment with 

respect to any Indemnified Claims effected by such Indemnified Person without the written 

consent of the Company, on behalf of the Indemnifying Parties (which consent shall not be 

unreasonably withheld, conditioned or delayed). If any settlement, compromise, consent to the 

entry of any judgment or judgment with respect to any Indemnified Claims is consummated with 

the written consent of the Company, on behalf of the Indemnifying Parties, or if there is a final 

judgment for the plaintiff in any such Indemnified Claims, each Indemnifying Party agrees to 

indemnify and hold harmless each Indemnified Person from and against any and all Losses by 

reason of such settlement, compromise, consent to the entry of any judgment or judgment to the 

extent such Losses are otherwise subject to indemnification by the Indemnifying Parties hereunder 

in accordance with, and subject to the limitations of, the provisions of this Section 22.

Notwithstanding anything in this Section 22 to the contrary, if at any time an Indemnified Person 

shall have requested the Indemnifying Parties to reimburse such Indemnified Person for legal or 

other expenses in connection with investigating, responding to or defending any Indemnified 

Claims as contemplated by this Section 22, the Indemnifying Parties shall be liable for any 

settlement, compromise, consent to the entry of any judgment or judgment with respect to any 

Indemnified Claims effected without its written consent if (i) such settlement, compromise or 

consent is entered into more than 45 days after receipt by the Company, on behalf of the 

Indemnifying Parties, of such request for reimbursement and (ii) the Indemnifying Parties shall 

not have reimbursed such Indemnified Person in accordance with such request prior to the date of 

such settlement, compromise or consent. The Indemnifying Parties shall not, without the prior 

written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned 

or delayed in the Indemnified Person’s sole discretion), effect any settlement, compromise or 

consent to the entry of judgment with respect to any pending or threatened Indemnified Claims in 

respect of which indemnity or contribution has been sought hereunder by such Indemnified Person 

unless (A) such settlement, compromise or consent includes an unconditional release of such 

Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability 

on the claims that are the subject matter of such Indemnified Claims and (B) such settlement, 

compromise or consent does not include any statement as to or any admission of fault, culpability 

or a failure to act by or on behalf of any Indemnified Person. No Indemnified Person shall be 

liable to the Company or any of its affiliates for any damages arising from the use by unauthorized 

persons of any information made available to the Consenting Holders by the Company or any of 

its representatives through electronic telecommunications or other information transmissions 

systems that are intercepted by such persons.

(d) Contribution

If for any reason the foregoing indemnification is unavailable to any Indemnified 

Person or insufficient to hold it harmless from Losses that are subject to indemnification pursuant 

to Section 22(a), then the Indemnifying Parties shall contribute to the amount paid or payable by 

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such Indemnified Person as a result of such Loss in such proportion as is appropriate to reflect not 

only the relative benefits received by the Indemnifying Parties, on the one hand, and such 

Indemnified Person, on the other hand, but also the relative fault of the Indemnifying Parties, on 

the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable 

considerations. The Indemnifying Parties also agree that no Indemnified Person shall have any 

liability based on their comparative or contributory negligence or otherwise to the Indemnifying 

Parties, any Person asserting claims on behalf of or in right of any of the Indemnifying Parties, or 

any other Person in connection with an Indemnified Claim. The amount paid or payable by an 

Indemnified Person as a result of Losses referred to above in this Section 22(d) shall be deemed to 

include, for purposes of this Section 22(a), any legal or other expenses reasonably incurred by such 

Indemnified Person in connection with investigating or defending any such action or claim.

(e) Treatment of Indemnification Payments

All amounts paid by the Indemnifying Party to an Indemnified Person under this 

Section 22 shall, to the extent permitted by applicable Law, be treated as adjustments to the cash 

purchase price paid or proposed to be paid by the Consenting Holders for all Tax purposes. The 

provisions of this Section 22 are an integral part of the Transactions contemplated by this 

Agreement and without these provisions the Consenting Holders would not have entered into this 

Agreement.

23. Consultation with Company. Following the Closing Date, the Requisite

Holders and the Company will consult reasonably regarding such amendments to the New 

Indenture as may be reasonably agreed by the parties to be necessary such that the restrictive 

covenants solely applicable to the Toys Delaware Group found in Sections 4.07(a) and 4.07(b) of 

the New Indenture (with respect to Investments made by the Toys Delaware Group), Sections 

4.10(a) and 4.10(b) of the New Indenture (with respect to Indebtedness able to be incurred by 

the Toys Delaware Group), and Sections 4.11(a) and 4.11(b) of the New Indenture (with respect 

to Asset Sales made by the Toys Delaware Group) are not materially more restrictive to the Toys 

Delaware Group than the covenants found in the Specified Toys Delaware Facilities, as in effect 

on the Issue Date; provided (i) that no such amendment shall be adverse in any respect to the 

Issuer Group or the Requisite Holders, (ii) that no such amendments shall relate to the 

Intellectual Property Licenses, the Master Lease, corporate overhead allocations or negotiated 

protections for the Requisite Holders and (iii) that no such amendment shall amend Sections 4.12 

or 6.01 of the New Indenture.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be 

executed and delivered by their respective duly authorized officers, solely in their respective 

capacity as officers of the undersigned and not in any other capacity, as of the date first set forth 

above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Company Signature Page to the Note Purchase Agreement

TRU TAJ LLC

By: _____________________________________

Name:

Title:

TRU TAJ FINANCE INC.

By: _____________________________________

Name:

Title:

TOYS “R” US, INC.

By: _____________________________________

Name:

Title:

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[Signature Page to Note Purchase Agreement]

[CONSENTING HOLDER]

By:

Name:

Title:

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E-1

SCHEDULE A

Consenting Holder Principal Amount of New 

Note

Purchase Price of New 

Notes

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E-1

EXHIBIT A

Form of New Indenture

(See attached, reflecting blackline against Existing Indenture)

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