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

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

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

-andMichael 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 

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: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

DEBTORS’ MOTION FOR ENTRY OF AN ORDER 

(I) APPROVING THE SETTLEMENT AGREEMENT BETWEEN 

THE DEBTORS, THE AD HOC GROUP OF TAJ NOTEHOLDERS, 

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND 

THE AD HOC GROUP OF B-4 LENDERS AND (II) GRANTING RELATED RELIEF 

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) 2

respectfully state as follows in support of this motion (this “Motion”): 

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 Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting 

Related Relief [Docket No. 78]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, New 

Jersey 07470. 

2

 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ 

chapter 11 cases, are set forth in greater detail in: (i) the Declaration of David A. Brandon, Chief Executive 

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Relief Requested 

1. By this Motion, the Debtors respectfully seek entry of an order, substantially in the 

form attached as Exhibit A hereto (the “Order”): (a) approving the settlement agreement attached 

to the Order as Exhibit 1 (the “Intercompany Settlement Agreement”); and (b) granting 

related relief. 

Jurisdiction and Venue 

2. The United States Bankruptcy Court for the Eastern District of Virginia (the 

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing 

Order of Reference from the United States District Court for the Eastern District of Virginia, dated 

July 10, 1984. The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in 

connection with this Motion to the extent that it is later determined that the Court, absent consent 

of the parties, cannot enter final orders or judgments in connection herewith consistent with Article 

III of the United States Constitution. 

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

4. The bases for the relief requested herein are sections 105(a) and 363(b) of the 

Bankruptcy Code, Bankruptcy Rule 9019, and rule 9019-1 of the Local Rules of the United States 

Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”). 

Officer of Toys “R” Us, Inc., in Support of Chapter 11 Petitions and First Day Motions [Docket No. 20] (the 

“Brandon Declaration”); and (ii) the Declaration of Michael J. Short, Chief Financial Officer of Toys “R” Us, 

Inc., in Support of First Day Motions [Docket No. 30] (the “Short Declaration” and together with the Brandon 

Declaration, the “First Day Declarations”), filed contemporaneously with the Debtors’ voluntary petitions for 

relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on September 18, 

2017 (the “Petition Date”). 

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Background 

5. After more than a year of inter-silo disputes related to a multitude of issues, 

the Debtors, their key stakeholders, and the Official Committee of Unsecured Creditors (the 

“Creditors’ Committee”) have reached a comprehensive agreement reflecting a balanced 

resolution of all issues, thereby paving the way for the conclusion of these cases. Among other 

things, the intercompany settlement agreement resolves all matters concerning licensing 

agreements between Toys (Labuan) Holding Limited (the “Asia JV”), its subsidiaries, and 

Geoffrey, LLC (“Geoffrey”), source-code-ownership, private-label goods and trademarks, and all 

other intercompany issues (including professional-fee allocation). 

6. The Debtors engaged in extensive negotiations with their stakeholders over the year 

in hopes of reaching a consensual resolution of these issues and avoiding protracted litigation. 

And after these extensive discussions, various Debtors, the Taj Holders Steering Group,3 the Asia, 

JV, the Creditors’ Committee, TRU GSO (HK) Limited and certain other non-Debtor subsidiaries, 

and the Ad Hoc Group of B-4 Lenders (together, the “Settlement Parties”), have agreed on the 

terms of the Intercompany Settlement Agreement. Approval of the Intercompany Settlement 

Agreement goes hand in hand with the TRU Inc. Debtors4 and Taj Debtors’5 plan. 

7. If approved, the Intercompany Settlement Agreement will provide, among other 

things, the following: 

• Geoffrey will enter into new license agreements with the Asia JV and certain of its 

3

 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Intercompany 

Settlement Agreement. 

4

 The “TRU Inc. Debtors” include TRU Inc., MAP 2005 Real Estate, LLC, Toys “R” Us - Value, Inc., and TRU 

Mobility, LLC. 

5

 The “Taj Debtors” are TRU Europe, Tru Taj LLC, Tru Taj Finance, Inc., TRU Taj Holdings 1, LLC, TRU Taj 

Holdings 2, Ltd., TRU Taj Holdings 3, LLC, TRU Asia, LLC, and TRU Taj (Europe) Holdings, LLC. 

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subsidiaries, as well as the French business; 

• the new license agreements will have a fixed 15-year term, subject to extension by 

the Asia JV after the 15-year term, and will have other amended terms as set forth 

in the Settlement Agreement; 

• the Asia JV and/or its subsidiaries will pay Geoffrey a 2% net royalty rate under 

the new licensing agreements; 

• the Asia JV will relinquish its rights to $26,279,192 it claims it is owed by Geoffrey 

under the Subsidy Agreement; 

• the Asia JV or its subsidiaries will pay $3,720,808 to Geoffrey on the effective date 

of the Plan; 

• the Asia JV and/or its subsidiaries will pay $6,000,000 to Toys “R” Us - Delaware, 

Inc. (“Toys Delaware”) on April 30, 2019 (subject to Toys Delaware’s compliance 

with certain transition services obligations referenced below); 

• the Taj Debtors will pay Toys Delaware $3 million in settlement of certain 

professional fee allocation disputes; 

• Toys Delaware will deliver the Source Code and Oracle Data to the Asia JV or its 

subsidiaries, which, following receipt of the Source Code and Oracle Data, will pay 

Toys Delaware $5 million, plus unpaid invoiced amounts under the ITASSA 

(which total approximately $7.6 million); 

• Toys Delaware will enter into a transition services agreement to provide existing 

IT services to the Asia JV or its subsidiaries, as well as transition and migration 

services set forth in the Settlement Agreement or appended Statement of Work, and 

the Asia JV or its subsidiaries will pay Toys Delaware a $1.5 million monthly fee 

payable as of December 1, 2018; 

• Geoffrey and the Asia JV will work in good faith to document their future privatelabel relationship, including the Asia JV’s ability to source private-label goods and 

use trademarks, based on certain agreed-upon principles set forth in the Settlement 

Agreement; 

• funds of MAP 2005 Real Estate, LLC (“MAP 2005”) will be used to resolve certain 

intercompany fee allocation disputes, including through payment to Toys Delaware 

of $1.25 million, as well as payment to the Taj Debtors of $1.25 million (which 

shall be contributed to TRU Inc. as set forth below); 

• the Taj Debtors and Taj Noteholders will provide a $1.25 million payment to be 

contributed to TRU, Inc. as a fund for creditors of TRU Inc. (to be distributed in 

accordance with the Intercompany Settlement Agreement and Plan) (the “Taj 

Settlement Consideration”); 

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• the Ad Hoc Group of B-4 Lenders and the Creditors’ Committee will withdraw 

their objections to the Plan; 

• each Debtor will mutually release each other Debtor of all intercompany claims and 

causes of action (except those explicitly reserved); and 

• the Taj Debtors and the Asia JV and its direct and indirect subsidiaries will 

exchange mutual releases with the TRU Inc. Debtors, Toys Delaware Debtors, and 

Geoffrey Debtors, as set forth more fully in the Settlement Agreement.6

8. The Intercompany Settlement Agreement was negotiated in good faith and at arm’s 

length, and is well within the range of reasonableness. Moreover, the Taj Debtors and TRU Inc. 

Debtors have modified the Plan to incorporate the Intercompany Settlement Agreement. The 

Settlement Parties respectfully request that the Court enter an order approving the Intercompany 

Settlement Agreement and granting the other relief requested in this Motion. 

The Intercompany Settlement Agreement 

9. The material terms of the Intercompany Settlement Agreement are summarized 

below:7

Provision Summary Description 

Intercompany-Claims 

Settlement, Settlement 

Party Stipulations 

¶ 3.1(a)–(h) 

In exchange for the consideration provided in the Intercompany Settlement 

Agreement, the Debtors will mutually release all claims (except those explicitly 

preserved). Furthermore, the Asia JV and the Debtors will mutually release all 

claims against each other (except as set forth in the Intercompany Settlement 

Agreement). 

The Intercompany Settlement Agreement resolves all outstanding disputes between 

the Debtors regarding allocation of professional fees and expenses, and no 

Settlement Party will challenge the professional-fee allocation existing at the date of 

signing. 

Taj Senior Notes Claims Holders of Taj senior notes claims waive all recovery rights related to specific claims 

against TRU Inc. 

6

 The Plan has been amended to remove the release carve-outs relating to the Toys Delaware Debtors and Geoffrey 

Debtors, and both the order confirming the Plan and the order approving the Intercompany Settlement Agreement 

are binding on each of the Debtors and on all parties in interest in their respective cases. 

7

 This summary is being provided for convenience only. In the event of any conflict between anything contained 

in the Motion—including this summary—and the Intercompany Settlement Agreement, the Intercompany 

Settlement Agreement shall control. Additional terms are also set forth in the Intercompany Settlement 

Agreement. 

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Provision Summary Description 

¶ 3.1(c) 

Treatment of Certain 

Administrative Claims 

¶ 3.1(e) 

TRU Inc. will pay a specified portion of Administrative Claims for state or federal 

taxes, if any, for which TRU Inc. and any other Debtor or Debtors are liable. 

Administrative claims timely asserted by LEGO and Mattel against TRU Inc. will be 

allowed as general unsecured claims against TRU Inc. in an amount to be agreed by 

separate stipulation by the Debtors, LEGO, and Mattel. 

Cash Consideration to 

Geoffrey 

¶ 3.2(a) 

The Asia JV or its subsidiaries shall pay: (1) $3,720,808 to Geoffrey, LLC (or its 

designated successor) on the effective date of the Plan, and (2) $6,000,000 to 

Geoffrey, LLC (or its designated successor) no later than, as applicable (i) April 30, 

2019, so long as Toys Delaware or its applicable successor has completed 

performance with respect to the SOW and is then in compliance with the Transition 

Services Agreement in all material respects or (ii) if not paid in accordance with 

clause (i), promptly following the completion of performance with respect to the 

SOW and/or the cure or remedy of any applicable material breach of the Transition 

Services Agreement. 

Relinquishment of Asia 

JV Rights to Geoffrey-JV 

Accrued Amount 

¶ 3.2(b) 

Geoffrey, LLC or its successor shall retain and take title to, and the Asia JV shall 

waive and relinquish all rights to, the entirety of the Geoffrey-JV Accrued Amount 

of $26,279,192 which is all amounts owing under the Subsidy Agreement through 

November 30, 2018. 

Allocation-related 

Payment to Toys 

Delaware 

¶ 3.2(c) 

On the Plan Effective Date, the Taj Debtors shall pay to Toys Delaware, in settlement 

of certain fee allocation issues and disputes among the Debtors, $3 million in respect 

of the fees and expenses charged, or to be charged, by Prime Clerk LLC in the 

Chapter 11 Cases. 

License Agreement 

¶ 3.3(a) 

Geoffrey will enter into an amended Master License Agreement with the Asia JV

and/or its subsidiaries in on the terms set forth in the Intercompany Settlement 

Agreement. 

Transition Services 

Agreement 

¶ 3.3(b) 

Toys Delaware and the Asia JV and its subsidiaries will enter into a transition 

services agreement on the terms set forth in the Settlement Agreement. 

Private Label 

¶ 3.3(c) 

The Asia JV and Geoffrey will work cooperatively to document and clarify their 

future relationship with respect to private-label goods, in accordance with specific 

principles detailed in the Intercompany Settlement Agreement. 

Information Rights 

¶ 3.3(d) 

The Asia JV will provide certain financial information to Geoffrey as set forth in the 

Intercompany Settlement Agreement. 

France Issues 

¶ 3.3(f) 

Geoffrey shall enter into a license agreement with Jellej Jouets based on the terms 

attached to the Intercompany Settlement Agreement as Exhibit 3, with such terms 

becoming applicable as of January 15, 2019. Prior to January 15, 2019, the License 

Agreement dated February 1, 2009, as amended December 21, 2010, shall remain in 

effect in France. 

Allocation of Cash at 

MAP 2005 

¶ 3.4(a) 

The cash at MAP 2005 will be allocated to resolve certain disputes relating to the 

allocation of professional fees across the Debtors. The remaining balance of MAP 

2005’s cash will be distributed in accordance with the Priority Waterfall in the 

Plan, subject to the modifications provided in the Intercompany Settlement 

Agreement. 

Proceeds from TRU 

(Vermont), Inc. WindAny proceeds from TRU (Vermont), Inc. will be distributed to TRU Inc., following 

the wind-down of TRU (Vermont), and then distributed in accordance with the 

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Provision Summary Description 

Down 

¶ 3.4(b) 

Priority Waterfall in the plan, subject to the modifications provided in the 

Intercompany Settlement Agreement. 

Plan Conformity with 

Settlement Agreement 

¶ 3.6(a)(2) 

The TRU Inc. Plan will conform to the Intercompany Settlement Agreement. 

U.K. Issues 

¶ 3.6(a)(3) 

The Debtors will work in good faith with the Taj Noteholders to resolve U.K. issues 

and matters. 

Extension of Challenge 

Period 

¶ 3.6(c) 

The challenge period will be extended as provided in the Intercompany Settlement 

Agreement. 

Governing Law 

¶ 4.8 

New York law. 

10. The Settlement Parties believe, in their business judgment and after substantial 

analysis, that entering into the Intercompany Settlement Agreement is reasonable under these 

circumstances and respectfully request that the Court approve the Intercompany Settlement 

Agreement and all other relief requested in this Motion. The Intercompany Settlement Agreement 

will allow all interested parties to avoid the uncertainty and costs of prolonged litigation among 

the various Debtors and their stakeholders, thus ultimately providing the stability integral to any 

successful restructuring. By drastically mitigating the threat of adverse intercompany litigation 

that could jeopardize the Plan, the Intercompany Settlement Agreement inures to the benefit of all 

stakeholders in these chapter 11 cases. 

11. Accordingly, the Debtors believe that entry into the Intercompany Settlement 

Agreement is in the best interests of the Debtors’ estates, their creditors, and other parties in 

interest. 

Basis for Relief 

I. Entry into the Intercompany Settlement Agreement Is in the Best Interests of the 

Debtors’ Estates. 

12. Bankruptcy Rule 9019 provides, in relevant part: 

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On motion by the [debtor in possession] and after notice and a 

hearing, the court may approve a compromise or Settlement 

Agreement. Notice shall be given to creditors, the United States 

trustee, . . . and indenture trustee as provided in Rule 2002 and to 

any other entity as the court may direct. 

Fed. R. Bankr. P. 9019(a). 

13. Compromises are tools for expediting the administration of the case and reducing 

administrative costs, and are favored in bankruptcy. See In re Bond, 16 F.3d 408, 1994 WL 20107, 

at *3 (4th Cir. 1994) (unpublished table decision) (“To minimize litigation and expedite the 

administration of a bankruptcy estate, compromises are favored in bankruptcy.” (internal quotation 

marks omitted)); see also In re Frye, 216 B.R. 166, 172 (Bankr. E.D. Va. 1997) (citing Richardson 

v. Richardson, 10 Va. App. 391, 399 (1990)). The Debtors believe that the Intercompany 

Settlement Agreement represents a fair and reasonable compromise of the Parties’ competing 

interests. 

14. In order to approve the Intercompany Settlement Agreement under Bankruptcy 

Rule 9019, a court must determine that the Intercompany Settlement Agreement is in the “best 

interest of the estate” and is “fair and equitable.” In re Frye, 216 B.R. at 174. Among the relevant 

factors considered by bankruptcy courts in the Eastern District of Virginia are “the interests of 

creditors with proper deference to their reasonable views” and “the complexity, time and expense 

of the litigation.” In re Three Rivers Woods, Inc., No. 98-38685 (DOT), 2001 WL 720620, at *6 

(Bankr. E.D. Va. 2001) (quoting In re Austin, 186 B.R. 397, 400 (Bankr. E.D. Va. 1995)). In 

determining whether to approve a proposed settlement, however, the bankruptcy court should not 

substitute its judgment for that of the debtor. See In re Carla Leather, Inc., 44 B.R. 457, 465 

(Bankr. S.D.N.Y. 1984). Instead, rather than conduct “a mini-trial” of the lawsuit at issue, “[t]he 

Court’s fundamental determination is . . . whether the settlement falls ‘below the lowest point in 

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the range of reasonableness.’” In re Three Rivers Woods, 2001 WL 720620, at *6 (quoting In re 

Austin, 186 B.R. at 400). 

15. Additionally, section 363(b)(1) of the Bankruptcy Code authorizes a bankruptcy 

court, after notice and a hearing, to authorize a debtor to “use, sell, or lease, other than in the 

ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). To approve a use, sale 

or lease of property other than in the ordinary course of business, the court must find “some sound 

business purpose” that satisfies the business judgment test. See In re W.A. Mallory Co., 214 B.R. 

834, 836 (Bankr. E.D. Va. 1997); see also In re Glover, No. 09-74787, 2010 WL 5239918, at *4 

(Bankr. E.D. Va. 2010) (“The standard in this Circuit is whether the debtor in possession has 

exercised sound business judgment.” (citing Lubrizol Enters., Inc. v. Richmond Metal Finishers, 

Inc., 756 F.2d 1043, 1046 (4th Cir. 1985))). Courts generally show great deference to a debtor’s 

decisions when applying the business judgment standard. See In re Alpha Nat. Res., Inc., 546 B.R. 

348, 356 (Bankr. E.D. Va. 2016) (“Courts apply the deferential business judgment test when 

analyzing transactions under § 363(b)(1).”). Deference to a debtor’s business judgment is 

inappropriate only if such business judgment is “so manifestly unreasonable that it could not be 

based on sound business judgment, but only on bad faith, or whim or caprice.” Lubrizol Enters., 

756 F.2d at 1047. 

16. The Debtors believe that the Intercompany Settlement Agreement is fair, equitable, 

in the best interests of the Debtors’ estates, and easily falls within the range of reasonable 

outcomes. As set forth above, the Intercompany Settlement Agreement is the culmination of more 

than a year of hard-fought, good-faith negotiation among the Settlement Parties, embodying a 

resolution that is highly preferable to complex and unpredictable litigation that could have a valuedestructive effect on the Debtors’ remaining businesses. The settlement resolves a variety of 

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disputes relating to, among other things, licensing arrangements, certain releases in the Plan, the 

substantial contribution payment to Cyrus Capital L.P., and the allocation of certain professional 

fees to date. The Intercompany Settlement Agreement also establishes the framework of the 

various Debtors’ go-forward business relationship—and resolves significant ongoing disputes 

regarding that relationship—as it addresses the provision of transition services to the Asia JV or 

its subsidiaries; the new licensing agreement between Geoffrey and the Asia JV and/or its 

subsidiaries; the private-label arrangements; and the ownership of the Source Code. The 

Intercompany Settlement Agreement resolves all of these complex, multi-party disputes and, thus, 

is exactly the sort of settlement that a bankruptcy court should approve. Accord In re Three Rivers 

Woods, Inc., 2001 WL 720620, at *6 (when evaluating the merits of a proposed settlement, 

bankruptcy courts in the Eastern District of Virginia look to “the interests of creditors with proper 

deference to their reasonable views” and “the complexity, time and expense of the litigation” 

(quoting In re Austin, 186 B.R. at 400)). 

17. Once this Court approves the Intercompany Settlement Agreement, the Debtors and 

the rest of the Settlement Parties will be able to allocate their resources toward resolving any 

remaining issues and expeditiously confirming and consummating the chapter 11 plans. All use 

of the Debtors’ property contemplated by the Intercompany Settlement Agreement and any 

stipulations contemplated thereby is, in the Debtors’ business judgment, appropriate given the 

circumstances. 

18. For the foregoing reasons, the Debtors respectfully submit that the Intercompany 

Settlement Agreement satisfies the standards for approval under applicable law and that the Court 

should therefore approve the Intercompany Settlement Agreement pursuant to sections 105 and 

363 of the Bankruptcy Code and Bankruptcy Rule 9019. 

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Notice 

19. The Debtors will provide notice of this Motion via first class mail and email (where 

available) to: (a) the Office of the United States Trustee for the Eastern District of Virginia, Attn: 

Robert B. Van Arsdale and Lynn A. Kohen; (b) counsel to the Creditors’ Committee; (d) DIP Taj 

Term Loan Agent and the advisors and counsel thereto; (f) the indenture trustee for the TRU Taj 

12.00% Senior Notes and the advisors and counsel thereto; (g) the administrative agent for the 

prepetition Secured Revolving Credit Facility and the advisors and counsel thereto; (h) the 

administrative agent for the prepetition Secured Term Loan B Facility 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 the Term B-4 Holders; (q) counsel to the Taj Holders Steering 

Committee; (r) the Internal Revenue Service; (s) the office of the attorneys general for the states 

in which the Debtors operate; (t) the Securities and Exchange Commission; (u) counsel to the Ad 

Hoc Group of B-4 Lenders; and (v) counsel to the Asia JV, Toys “R” Us (Asia) Limited, and Toys 

“R” Us Japan, Limited, and (w) any party that has requested notice pursuant to Bankruptcy Rule 

2002. The Debtors submit that, in light of the nature of the relief requested, no other or further 

notice need be given. 

[Remainder of page intentionally left blank.] 

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WHEREFORE, the Debtors respectfully request that the Court enter the Orders granting 

the relief requested herein and such other relief as the Court deems appropriate under the 

circumstances. 

Richmond, Virginia 

Dated: December 11, 2018 

/s/ Jeremy S. Williams 

KUTAK ROCK LLP KIRKLAND & ELLIS LLP 

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Edward O. Sassower, P.C. 

Jeremy S. Williams (VA 77469) Joshua A. Sussberg, P.C. (admitted pro hac vice) 

901 East Byrd Street, Suite 1000 Emily E. Geier (admitted pro hac vice) 

Richmond, Virginia 23219-4071 601 Lexington Avenue 

Telephone: (804) 644-1700 New York, New York 10022 

Facsimile: (804) 783-6192 Telephone: (212) 446-4800 

Email: Michael.Condyles@KutakRock.com Facsimile: (212) 446-4900 

Peter.Barrett@KutakRock.com Email: edward.sassower@kirkland.com 

Jeremy.Williams@KutakRock.com joshua.sussberg@kirkland.com 

emily.geier@kirkland.com 

Co-Counsel to the Debtors

and Debtors in Possession -and- 

 James H.M. Sprayregen, P.C. 

 Anup Sathy, P.C. 

 Chad J. Husnick, P.C. (admitted pro hac vice) 

300 North LaSalle 

 Chicago, Illinois 60654 

 Telephone: (312) 862-2000 

 Facsimile: (312) 862-2200 

 Email: james.sprayregen@kirkland.com 

 anup.sathy@kirkland.com 

 chad.husnick@kirkland.com 

Co-Counsel to the Debtors and Debtors in 

Possession

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Exhibit A 

Proposed Order 

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1 

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

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

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

-andMichael 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 

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: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

ORDER (I) APPROVING 

THE SETTLEMENT AGREEMENT BETWEEN THE 

DEBTORS, THE AD HOC GROUP OF TAJ NOTEHOLDERS, 

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND 

THE AD HOC GROUP OF B-4 LENDERS AND (II) GRANTING RELATED RELIEF 

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

(collectively, the “Debtors”) for entry of an order (this “Order”): (a) approving the Intercompany 

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 Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting 

Related Relief [Docket 78]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, New 

Jersey 07470. 

2

 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion or the 

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2 

Settlement Agreement and authorizing the Debtors to perform thereunder; and (b) granting related 

relief, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter 

pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States 

District Court for the Eastern District of Virginia, dated July 10, 1984; and this Court having found 

that it may enter a final order consistent with Article III of the United States Constitution; and this 

Court having found that venue of this proceeding and the Motion in this district is proper pursuant 

to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion 

is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this 

Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the 

Motion were appropriate under the circumstances and that no other notice need be provided; and 

this Court having reviewed the Motion and having heard the statements in support of the relief 

requested therein at a hearing before this Court (the “Hearing”); and this Court having determined 

that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for 

the relief granted herein; and upon all of the proceedings had before this Court; and after due 

deliberation and sufficient cause appearing therefor, the Court hereby makes and issues the 

following findings of fact, conclusions of law, and orders: 

I. FINDINGS OF FACT AND CONCLUSIONS OF LAW 

NOW, THEREFORE, THIS COURT HEREBY FINDS AND CONCLUDES THAT:3

A. The legal and factual bases set forth in the Motion establish just and sufficient cause 

to grant the relief requested therein. 

Intercompany Settlement Agreement, as applicable. 

3

 Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings 

of fact, as appropriate, pursuant to Bankruptcy Rule 7052. 

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3 

B. Notice of the Motion is sufficient notice of the Intercompany Settlement Agreement 

and no other notice is required. 

C. Parties-in-interest were afforded a full opportunity to participate in the Hearing on 

the Motion. 

D. The Intercompany Settlement Agreement was negotiated in good faith and at arm’s 

length. 

E. Based on the range of possible outcomes and the cost, delay, and uncertainty 

associated with further litigation, the Intercompany Settlement Agreement is fair, well within the 

range of reasonableness, and cost-effective, and approval of the Intercompany Settlement 

Agreement is warranted. 

F. Other good and sufficient cause exists for granting the relief requested in the 

Motion. 

II. ORDER 

BASED ON THE FOREGOING FINDINGS OF FACT, IT IS THEREFORE 

ORDERED, ADJUDGED, AND DECREED THAT: 

1. The Motion is granted as set forth herein. 

2. The Intercompany Settlement Agreement attached hereto as Exhibit 1 is approved 

pursuant to sections 363 and 105(a) of the Bankruptcy Code and in accordance with Bankruptcy 

Rule 9019. 

3. The Settlement Parties are authorized to enter into the Transition Services 

Agreement on the terms described in the Intercompany Settlement Agreement. 

4. The Settlement Parties are authorized to enter into the amended License Agreement 

on the terms described in the Intercompany Settlement Agreement. 

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4 

5. The Settlement Parties are hereby authorized and directed to enter into, perform 

under, execute, and deliver the Intercompany Settlement Agreement. 

6. The Settlement Parties are authorized and directed to take any and all actions as 

may be necessary to effectuate and implement the Intercompany Settlement Agreement and the 

relief grant in this Order. 

7. The releases set forth in the Plan and the Intercompany Settlement Agreement are 

binding on each of the Debtors and all parties in interest in their respective chapter 11 cases. 

8. The Bankruptcy Court shall have and shall retain exclusive jurisdiction over the 

Intercompany Settlement Agreement and this Order. 

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice 

of such Motion and of the Intercompany Settlement Agreement, and the requirements of the Local 

Rules Bankruptcy Rule 6004(a) are satisfied by such notice. 

10. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry. 

11. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order. 

Dated: _____________________ 

Richmond, Virginia UNITED STATES BANKRUPTCY JUDGE 

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WE ASK FOR THIS: 

/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. (admitted pro hac vice) 

Emily E. Geier (admitted pro hac vice) 

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. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

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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Exhibit 1 

Intercompany Settlement Agreement 

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Execution Version 

SETTLEMENT AGREEMENT 

PREAMBLE 

This settlement agreement (this “Settlement Agreement”), is made and entered into as of 

December 11, 2018, by and among the following parties: 

(a) (i) Toys “R” Us, Inc. (“TRU Inc.”), (ii) MAP 2005 Real Estate, LLC 

(“MAP 2005”), (iii) Toys “R” US - Value, Inc., (iv) TRU Mobility, LLC (those 

entities identified in subclauses (i)-(iv), the “TRU Inc. Debtors”), (v) Geoffrey 

Holdings, LLC, (vi) Geoffrey, LLC; and (vii) Geoffrey International, LLC (those 

entities identified in subclauses (v)-(vii), the “Geoffrey Debtors”); (viii) Toys “R” 

Us - Delaware Inc. (“Toys Delaware”), (ix) Giraffe Holdings, LLC, (x) Toys 

Acquisition, LLC, (xi) TRU - SVC, Inc., (xii) TRU Guam, LLC, (xiii) TRU of 

Puerto Rico, Inc. (those entities identified in subclasses (viii-xiii), the “Toys 

Delaware Debtors”), (xiv) Wayne Real Estate Parent Company, LLC, (xv) Toys 

“R” Us Europe, LLC, (xvi) Tru Taj LLC, (xvii) Tru Taj Finance, Inc., (xviii) Tru 

Taj Holdings 1, LLC, (xix) TRU Taj Holdings 2, Ltd., (xx) TRU Taj Holdings 3, 

LLC, (xxi) TRU Asia, LLC, (xxii) TRU Taj (Europe) Holdings, LLC (those 

entities identified in subclauses (xv) through (xxii), the “Taj Debtors”, and each of 

the foregoing entities identified in subclauses (i) through (xxii) individually, a 

“Debtor” and, collectively, the “Debtors”); 

(b) Toys (Labuan) Holding Limited (the “Asia JV”); 

(c) TRU GSO (HK) Limited (“GSO”), TRU GSO, LLC, TRU Global 

Sourcing Limited, TRU China Holdings, LLC, Toys “R” Us (China) Limited 

(“TRU China”), TRU Global Tooling, LLC and TRU Vermont, Inc. (“TRU NonDebtor Subsidiaries”); 

(d) the undersigned members of an ad hoc group of B-4 Lenders (the “Ad Hoc 

Group of B-4 Lenders”), comprised of funds and accounts (or holding companies 

thereof) managed or advised by Angelo, Gordon & Co., L.P.; Franklin Mutual 

Advisors, LLC; Highland Capital Management, LP; Oaktree Capital 

Management, L.P.; and Solus Alternative Asset Management LP, holding 

positions set forth in the Third amended Statement of Ad Hoc Group of B-4 

Lenders Pursuant to Bankruptcy Rule 2019 filed on June 29, 2018 [Docket 

No. 3637]; 

(e) Empyrean Capital Partners, LP and the undersigned members of an ad hoc 

group of Taj Senior Notes (the “Taj Holders Steering Group”), comprised of 

funds and accounts (or holding companies thereof) managed or advised by 

Barclays Bank PLC; Cerberus Capital Management LP; Cyrus Capital Partners, 

LP; Grantham, Mayo, Van Otterloo & Co. LLC; Rimrock Capital Management, 

LLC; TPG Sixth Street Partners, LLC; York Capital Management Global 

Advisors, LLC; holding positions set forth in the Sixth Amended Verified 

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2 

Statement of the Ad Hoc Group of Taj Noteholders Pursuant to Bankruptcy Rule 

2019 filed on November 28, 2018 [Docket No. 5808]; 

(f) the official committee of unsecured creditors appointed in the Chapter 11 

Cases (defined below) pursuant to the Appointment of Unsecured Creditors’ 

Committee [Docket No. 206] (the “Creditors’ Committee”); and 

(g) any other parties whose signature pages are affixed hereto. 

Each of the foregoing are referred to herein as a “Party” and are collectively referred to herein as 

the “Parties.” 

RECITALS 

WHEREAS, on September 18, 2017 (the “Petition Date”), the Debtors and certain of 

their direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of 

title 11 of the United States Code (the “Chapter 11 Cases”) in the United States Bankruptcy 

Court for the Eastern District of Virginia (the “Bankruptcy Court”), which Chapter 11 Cases are 

being jointly administered and are captioned In re Toys “R” Us, Inc., et al., Case No. 17-34665 

(KLP); 

WHEREAS, on October 25, 2017, the Bankruptcy Court entered the Final DIP 

Financing Order (as defined below), pursuant to which (i) the Debtors stipulated to, among other 

things, the amount, validity, perfection, enforceability, and priority of the claims and liens of the 

Prepetition Secured Parties (as defined in the Final DIP Financing Order), and waived and 

released the Prepetition Secured Parties and their representatives from any claims or causes of 

action arising prior to the Petition Date, and (ii) all stipulations and releases by the Debtors were 

binding on all other parties in interest and the Creditors’ Committee, subject to the Creditors’ 

Committee’s investigation of such claims and liens of the Prepetition Secured Noteholders and 

ability to commence an adversary proceeding or contested matter challenging such claims and 

liens (the “Challenge Period”); 

WHEREAS, with respect to the Taj Debtors, the Creditors’ Committee’s Challenge 

Period as it relates to the Prepetition Secured Noteholders under the Final DIP Financing Order 

was extended by stipulations through and including December 13, 2018; 

WHEREAS, pursuant to its investigation subject to the Challenge Period under the 

Final DIP Financing Order, the Creditors’ Committee identified various alleged claims and 

causes of action against, among others, the Prepetition Secured Noteholders, which claims are 

contested by such holders; 

WHEREAS, on September 6, 2018, the Debtors filed the Second Amended Joint Chapter 

11 Plan of the Taj Debtors and the TRU Inc. Debtors [Docket No. 4547] (as may be amended, 

modified, and supplemented from time to time, including to incorporate the terms of the 

Settlement Agreement, the “Plan”),1 and the Bankruptcy Court entered the Order (I) Approving 

1

 Capitalized terms used herein but not otherwise define have the meaning set forth in the Plan. 

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3 

the Adequacy of the Disclosure Statement for the Joint Chapter 11 Plan of the Taj Debtors and 

the TRU Inc. Debtors, (II) Approving the Solicitation and Notice Procedures with Respect to 

Confirmation of the Taj Debtors and the TRU Inc. Debtors’ Proposed Joint Chapter 11 Plan, 

(III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Approving the 

Rights Offering Procedures, (V) Scheduling Certain Dates with Respect Thereto, (VI) Shortening 

the Objection Periods and Notice Requirements Related Thereto, (VII) Authorizing the Backstop 

Commitment Agreement and the Payment of the Commitment Premium as Administrative 

Claims, and (VIII) Granting Related Relief [Docket No. 4572], approving the Disclosure 

Statement (as defined below), solicitation procedures, and related notices, forms, and ballots; 

WHEREAS, on March 24, 2017, the Asia JV, among other entities, entered into a master 

license agreement with Geoffrey (the “Master License Agreement”) which provides inter alia the 

exclusive right to use certain intellectual property in the licensed territories on the terms set forth 

in the Master License Agreement; 

WHEREAS, on March 24, 2017, Geoffrey entered into an agreement (the “Subsidy 

Agreement”) obligating Geoffrey to make payments to the Asia JV each fiscal year based upon 

the sales revenues of the subsidiaries of the Asia JV for such fiscal year (the “Geoffrey-JV 

Payment”); 

WHEREAS, on January 25, 2018, the Court entered the Order (I) Authorizing Geoffrey 

LLC To Assume The Intercompany IP License Agreements, And (II) Granting Related Relief

[Docket No. 1610]; 

WHEREAS, on January 25, 2018, the Court entered the Order (I) Authorizing Geoffrey, 

LLC to Assume the Subsidy Agreement and (II) Granting Related Relief [Docket No. 1609] (the 

“Subsidy Order”); 

WHEREAS, the Subsidy Order preserves for Geoffrey, “without limitation,” “any cause 

of action to avoid any obligation or transfer under” the Subsidy Agreement and “any other cause 

of action alleging that entry into or payments under . . . the Subsidy Agreement caused harm to 

Geoffrey,” in addition to “all claims, defenses, and arguments relating to” the Subsidy 

Agreement; 

WHEREAS, Geoffrey has not made any Geoffrey-JV Payments before or during these 

cases and owes the Asia JV an accrued amount of $26,279,192 under the Subsidy Agreement 

through November 30, 2018 (the “Geoffrey-JV Accrued Amount”); 

WHEREAS, absent consensual resolution of disputes relating to the Subsidy Agreement 

and related matters, Geoffrey intends to commence a lawsuit seeking to avoid obligations under 

the Subsidy Agreement and to disallow claims filed by the Asia JV for the Geoffrey-JV Accrued 

Amount, and the Asia JV disputes all of Geoffrey’s claims and causes of action and believes it is 

entitled to payment in full of the Geoffrey-JV Accrued Amount; 

WHEREAS, Geoffrey and the Asia JV have other disputes or disagreements relating to 

provisions of the Master License Agreement that they wish to resolve; 

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WHEREAS, the ownership interest in, and entitlement to a copy of the Source Code (as 

defined below) is the subject of ongoing litigation between Toys Delaware and the Asia JV, Toys 

“R” Us (Asia) Limited, and Toys “R” Us Japan, Ltd.; 

WHEREAS, Toys Delaware and the Asia JV have been unable to reach agreement 

regarding the terms of a transition services agreement; 

WHEREAS, the Asia JV, Toys "R" Us (Asia) Limited, and Toys "R" Us Japan, Ltd. 

intend to assert damages claims against Toys Delaware arising out of its rejection of the 

ITASSA;

WHEREAS, various of the Debtors, including the Taj Debtors and the Toys Delaware 

Debtors, have disputes or disagreements regarding the appropriate allocation of professional fees 

incurred by the Debtors’ professionals and advisors, and both the Taj Debtors and the Toys 

Delaware Debtors contend that they have been allocated material fees and expenses that should 

be allocated to the other Debtors, including TRU Inc.; 

WHEREAS, both the Toys Delaware Debtors and the Taj Debtors contend that they 

have other administrative expense claims against TRU Inc., including claims on account of postpetition advances and/or adequate protection claims, and both the Toys Delaware Debtors and 

the Taj Debtors have significant pre-petition claims against TRU Inc. on account of 

intercompany loans and/or guarantee claims; 

WHEREAS, both the Creditors’ Committee and the Ad Hoc Group of B-4 Lenders have 

objected to the Plan [Docket Nos. 5445, 5740]; 

WHEREAS, the Parties recognize that the outcome of litigation in connection with the 

Plan and the matters referenced above, including the Subsidy Agreement, license-related issues, 

source code litigation, ITASSA rejection issues, transition service agreement disputes, and fee 

allocation issues, is uncertain and may cause the Parties to incur significant costs and suffer 

delay in resolving their disputes, and the Parties seek to avoid the uncertainty, cost, and delay of 

litigating such disputes and have been, therefore, engaged in good-faith, arm’s-length 

negotiations with each other regarding settlement of such disputes; 

WHEREAS, the TRU Inc. Debtors and Toys Delaware Debtors are parties to the Vendor 

Settlement Agreement (as defined below), which, among other things, contemplates the 

establishment of the Non-Released Claims Trust to pursue certain claims and causes of action 

held by TRU Inc. and the Toys Delaware Debtors and their respective estates and creditors; 

WHEREAS, Kramer Levin Naftalis & Frankel LLP, counsel to the Creditors’ 

Committee, has authority to execute this Settlement Agreement and any other definitive 

documentation negotiated between the Parties on behalf of the Creditors’ Committee; and 

WHEREAS, the Parties intend to memorialize their settlements and resolutions of 

outstanding disputes by entering into this Settlement Agreement and, in the case of the 

applicable Parties described below, an amendment to the Master License Agreement (and the 

Subsidy Agreement and other related agreements) and a transition services agreement. 

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AGREEMENT 

NOW, THEREFORE, in consideration of the above recitals and the promises and 

mutual covenants and agreements contained herein, and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as 

follows: 

Section 2. Definitions and Interpretation. 

2.1 Definitions. The following terms shall have the following definitions: 

“Ad Hoc Group of B-4 Lenders” has the meaning ascribed to it in the Recitals. 

“Ad Hoc Vendor Group” means the ad hoc group of merchandise vendors represented by 

Foley & Lardner LLP, Fox Rothschild LLP; Schiff Hardin LLP; Saul Ewing Arnstein & Lehr 

LLP; Morris, Nichols, Arsht & Tunnell; and Wasserman, Jurista & Stolz, P.C. 

“Administrative Claims” means a Claim for costs and expenses of administration of the 

Debtors’ estates pursuant to sections 503(b) or 507(a)(2) of the Bankruptcy Code. 

“Allowed” has the meaning ascribed to it in the Plan. 

“B-4 Lenders” means the lenders holding the Term B-4 Loans. 

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-1532. 

“Bankruptcy Court” has the meaning ascribed to it in the Recitals. 

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated 

under section 2075 of the Judicial Code and the general, local, and chambers rules of the 

Bankruptcy Court. 

“Causes of Action” means any claims, interests, damages, remedies, causes of action, 

demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, 

privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character 

whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, 

contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, 

directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, 

equity, or otherwise. For the avoidance of doubt, “Causes of Action” includes: (a) all rights of 

setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed 

by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to 

sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims 

and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 

of the Bankruptcy Code; (e) any state or foreign law fraudulent transfer or similar claim; (f) any 

claims for which the Creditors’ Committee or any other party may seek derivative standing to 

pursue; and (g) any other avoidance actions. 

“Chapter 11 Cases” has the meaning ascribed to it in the Recitals. 

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“Claim” means any “claim” (as defined in section 101(5) of the Bankruptcy Code) 

against any of the Debtors. 

“Creditors’ Committee” has the meaning ascribed to it in the Preamble. 

“D&O Claims” has the meaning ascribed to it in the Vendor Settlement Agreement. 

“D&O Party” has the meaning ascribed to it in the Vendor Settlement Agreement. 

“Debtor” has the meaning ascribed to it in the Preamble. 

“Disclosure Statement” means the Amended Disclosure Statement for the Second 

Amended Joint Chapter 11 Plan of the Taj Debtors and the TRU Inc. Debtors [Docket 

No. 4552]. 

“Final DIP Financing Order” means the Final 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, and (V) 

Granting Related Relief [Docket No. 745]. 

“General Unsecured Claim” has the meaning ascribed to it in the Plan. 

“Geoffrey Debtors” has the meaning ascribed to it in the Preamble and in the Fourth 

Amended Chapter 11 Plans of Toys Delaware Debtors and Geoffrey Debtors [Docket No. 5602]. 

“Geoffrey-JV Accrued Amount” has the meaning ascribed to it in the recitals. 

“GSO” has the meaning ascribed to it in the Preamble. 

“Interest” means the common stock or shares, limited liability company interests, limited 

partnership units, preferred interests, and any other equity, ownership or profits interests of any 

Debtor or non-Debtor subsidiary of a Debtor and options, warrants, rights or other securities or 

agreements to acquire the common stock or shares, limited liability company interests, or other 

equity, ownership or profits interests of any Debtor or non-Debtor subsidiary of a Debtor 

(whether or not arising under or in connection with any employment agreement). 

“Interim Compensation Order” means the Order (I) Establishing Procedures for Interim 

Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting 

Related Relief, entered October 25, 2017 [Docket No. 746]. 

“Invoiced Amounts” has the meaning ascribed to it in the Disclosure Statement. 

“ITASSA” has the meaning ascribed to it in the Disclosure Statement. 

“MAP 2005” has the meaning ascribed to it in the Recitals. 

“Master License Agreement” has the meaning ascribed to it in the recitals. 

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“New Master License Agreement” has the meaning ascribed to it in Section 3.3(a)(1). 

“New Subsidiary License Agreements” has the meaning ascribed to it in Section 

3.3(a)(1). 

 “Non-Released Claims” has the meaning ascribed to it in the Vendor 

Settlement Agreement. 

“Non-Released Claims Trust” has the meaning ascribed to it in the Vendor 

Settlement Agreement. 

“Oracle Data” means the current and historical raw financial data generated by the Asia 

JV and its subsidiaries, including Toys "R" Us (Asia) Limited and Toys "R" Us Japan, Ltd., and 

stored in an Oracle database by Toys Delaware in New Jersey. 

“Party” or “Parties” have the meanings ascribed to them in the Preamble. 

 “Petition Date” has the meaning ascribed to it in the Recitals. 

“Plan” has the meaning ascribed to it in the Recitals. 

“Plan Effective Date” means the effective date of the Plan. 

“Prepetition Secured Notes Indenture” means that certain Indenture, dated as of August 

26, 2016, (as amended, novated, supplemented, extended, or restated from time to time) by and 

among Tru Taj LLC and Tru Taj Finance, Inc. as co-issuers, TRU Inc. and certain of its direct 

and indirect wholly-owned subsidiaries in the United States, Europe and Australia, as guarantors, 

and the Prepetition Secured Notes Indenture Trustee. 

“Prepetition Secured Noteholders” means all current, former, and future holders of 

Prepetition Secured Notes. 

“Prepetition Secured Notes” means the 12.00% senior secured notes due August 16, 2021 

issued under the Prepetition Secured Notes Indenture. 

“Prepetition Secured Notes Indenture Trustee” means Wilmington Trust, N.A. as 

indenture trustee under the Prepetition Secured Notes Indenture. 

“Released Taj Claims” shall mean all claims and Causes of Action, including Avoidance 

Actions, against any or all of the Taj Debtors, the Taj D&O Parties, the members of the Taj 

Holders Steering Group, the Holders of the Taj Senior Notes, the Taj DIP Lenders, the Taj DIP 

Notes Indenture Trustee, the Taj Senior Notes Indenture Trustee, the Asia JV and its 

subsidiaries, Fung Retailing Limited, and each of the foregoing parties’ respective officers, 

directors, managers, principals, members, employees, agents, advisory board members, financial 

advisors, partners, attorneys, investment bankers, consultants, representatives, and other 

professionals, in each case solely in their role or capacity for the foregoing parties. 

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“Secured Term Loan B Credit Agreement” means the Amended and Restated Credit 

Agreement, dated as of August 24, 2010 (as amended, novated, supplemented, extended, or 

restated from time to time) by and among the Bank of America, N.A., as administrative agent, 

Toys Delaware, as borrower, certain of the borrowers’ domestic subsidiaries, as guarantors, and 

the lender parties thereto.

“Settlement Agreement” has the meaning ascribed to it in the Preamble. 

“Settlement Approval Motion” has the meaning ascribed to it in Section 3.6(a)1. 

“Settlement Effective Date” has the meaning ascribed to it in Section 4.1.

“Settlement Order” means an order of the Bankruptcy Court approving this Settlement 

Agreement and the compromise and settlement memorialized herein among the Parties pursuant 

to Rule 9019(a) of the Bankruptcy Rules, which Settlement Order shall be consistent with this 

Settlement Agreement in all respects and otherwise in form and substance reasonably acceptable 

to the Asia JV, the Creditors’ Committee and its members, the members of the Ad Hoc Group of 

B-4 Lenders, and the members of the Taj Holders Steering Group, and will be binding on the 

Parties. 

“Settlement Order Effective Date” means the date on which the Settlement Order 

becomes final and non-appealable. 

 “Sponsors” means, collectively, (a) Bain Capital Private Equity, LP, (b) Kohlberg Kravis 

Roberts & Co. L.P., (c) Vornado Realty Trust, and (d) funds and entities advised by each such 

entity, and each such entity’s current and former affiliates, who own or owned any equity in the 

Debtors. 

“Source Code” means: in a format and medium reasonably acceptable to the Asia JV and 

Toys Delaware, (a) code for application customization of the Asia Business Enterprise Resource 

Planning systems; (b) code for the Asia business data warehouse systems; (c) point of sale 

application code for the Asia business; and (d) the source code relating to the applications listed 

on Exhibit 1 hereto; 

“Subsidiary License Agreements” has the meaning ascribed to it in Section 3.3(a)(1). 

 “Subsidy Agreement” has the meaning ascribed to it in the recitals. 

 “Taj Debtors” has the meaning ascribed to it in the Preamble. 

“Taj Holders Steering Group” has the meaning ascribed to it in the Preamble. 

“Taj Senior Notes Guaranty” has the meaning ascribed to it in the Plan. 

“Taj Senior Notes Guaranty Claims” has the meaning ascribed to it in the Plan. 

“Taj Settlement Consideration” means the $1.25 million payment contemplated herein to 

the holders of Taj Senior Notes to be contributed to TRU, Inc. in settlement of, among other 

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things, the Creditors’ Committee’s objection to the Plan and any professional fee claims Moelis 

& Company could assert against the Taj Debtors or their estates. 

“Term B Lenders” means the lenders holding the Term B-2 Loans, Term B-3 Loans, 

and/or Term B-4 Loans. 

“Term B-2 Loans” means the B-2 term loans maturing on May 25, 2018 provided for by 

the Secured Term Loan B Credit Agreement. 

“Term B-3 Loans” means the B-3 term loans maturing on May 25, 2018 provided for by 

the Secured Term Loan B Credit Agreement. 

“Term B-4 Loans” means B-4 term loans maturing on April 24, 2020 provided for by the 

Secured Term Loan B Credit Agreement. 

“Toys Delaware” has the meaning ascribed to it in the Preamble. 

“Toys Delaware Confirmation Order” means the Order Confirming the Fourth Amended 

Chapter 11 Plans of Toys Delaware Debtors and Geoffrey Debtors [Docket No. 5746]. 

“Toys Delaware Debtors” has the meaning ascribed to it in the Preamble and in the 

Fourth Amended Chapter 11 Plans of Toys Delaware Debtors and Geoffrey Debtors [Docket 

No. 5602]. 

“TRU Inc.” has the meaning ascribed to it in the Preamble. 

“TRU Inc. Debtors” has the meaning ascribed to it in the Preamble. 

 “TRU Inc. Unsecured Notes Trustees” means the 7.375% Senior Notes Indenture 

Trustee and the 8.75% Unsecured Notes Indenture Trustee, collectively (each as defined in the 

Plan). 

 “TRU Inc. Unsecured Notes Trustee Fees” means the compensation, fees, expenses, 

disbursements, and indemnification claims of each of the TRU Inc. Unsecured Notes Trustees 

incurred after the Petition Date, including, without limitation, any fees, expenses, and 

disbursements of attorneys, advisors, or agents retained or utilized by any of the TRU Inc. 

Unsecured Notes Trustees. 

“TRU China” has the meaning ascribed to it in the Preamble. 

“TRU Non-Debtor Subsidiaries” has the meaning ascribed to it in the Preamble. 

“TRU Vermont” has the meaning ascribed to it in the Preamble. 

“TSAs” refers to any existing transition services agreements to which Toys Delaware or 

its successor is a party. 

 “Vendor Settlement Agreement” means that certain settlement agreement by and among 

the Toys Delaware Debtors and the Geoffrey Debtors and certain holders of Claims and 

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Interests, including the Creditors’ Committee and certain of its members, the Ad Hoc Vendor 

Group and its members, the Sponsors, and the Ad Hoc Group of Term B-4 Lenders and its 

members, dated as of July 17, 2018. 

“Vendors” refers to Tata Consultancy Services and/or HCL Technologies. 

2.2 Interpretation. For the purposes of this Settlement Agreement: 

(a) in the appropriate context, each term, whether stated in the singular or the 

plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine, or neuter gender shall include the masculine, feminine, and 

the neuter gender; 

(b) capitalized terms defined only in the plural or singular form shall 

nonetheless have their defined meanings when used in the opposite form; 

(c) unless otherwise specified, any reference herein to a contract, lease, 

instrument, release, indenture, or other agreement or document being in a 

particular form or on particular terms and conditions means that such document 

shall be substantially in such form or substantially on such terms and conditions; 

(d) unless otherwise specified, any reference herein to an existing document, 

schedule, or exhibit shall mean such document, schedule, or exhibit, as it may 

have been or may be amended, restated, supplemented, or otherwise modified 

from time to time; provided that any capitalized terms herein which are defined 

with reference to another agreement, are defined with reference to such other 

agreement as of the date of this Settlement Agreement, without giving effect to 

any termination of such other agreement or amendments to such capitalized terms 

in any such other agreement following the date hereof; 

(e) unless otherwise specified, all references herein to “Sections” are 

references to Sections of this Settlement Agreement; 

(f) the words “herein,” “hereof,” and “hereto” refer to this Settlement 

Agreement in its entirety rather than to any particular portion of this Settlement 

Agreement; 

(g) captions and headings to Sections are inserted for convenience of 

reference only and are not intended to be a part of or to affect the interpretation or 

construction of this Settlement Agreement; 

(h) references to “shareholders,” “directors,” and/or “officers” shall also 

include “members” and/or “managers,” as applicable, as such terms are defined 

under the applicable laws and in proper context; and 

(i) the use of “include” or “including” is without limitation, whether stated or 

not. 

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Section 3. Settlement Terms 

3.1 Treatment of Certain Claims 

(a) Intercompany Releases. Except as specifically set forth herein and other 

than the obligations set forth herein and the agreements entered into in accordance 

herewith, for good and valuable consideration, on and after the Settlement Order 

Effective Date, each Debtor and its estate and the TRU Non-Debtor Subsidiaries 

hereby releases all Claims and Causes of Action, if any, whether known or 

unknown, whether direct or derivative, against each of the other Debtors and their 

estates, including, but not limited to, with respect to intellectual property claims 

of GSO or TRU China as against Toys Delaware, the Source Code and the related 

litigation, and the asserted intercompany receivable owed by Toys “R” Us GmbH; 

provided, however, that to the extent distributions are made to unsecured creditors 

of TRU Inc. under the Plan (other than on account of the Non-Released Claims 

Trust, which is addressed in Section 3.1(f) below), 25 percent of the first 

$6 million of such distributions shall be paid to Toys Delaware. 

(b) Additional Releases. Except as specifically set forth herein and other than 

the obligations set forth herein and the agreements entered into in accordance 

herewith, for good and valuable consideration, on and after the Settlement Order 

Effective Date: (i) each of the Taj Debtors and the Asia JV (on behalf of itself 

and each of the Asia JV’s subsidiaries) hereby releases all Claims and Causes of 

Action, if any, whether known or unknown, against each of the Geoffrey Debtors, 

the Toys Delaware Debtors, and the TRU Inc. Debtors., and each of the foregoing 

parties’ respective officers, directors, managers, principals, members, employees, 

agents, advisory board members, financial advisors, partners, attorneys, 

investment bankers, consultants, representatives and other professionals solely in 

their role or capacity for the foregoing parties; and (ii) each of the Geoffrey 

Debtors, the Toys Delaware Debtors, the TRU Inc. Debtors and their respective 

estates, hereby releases all claims and Causes of Action, if any, whether known or 

unknown, whether direct or derivative, against the Taj Debtors, Asia JV (and its 

direct shareholders), its direct and indirect subsidiaries, and each of the foregoing 

parties’ respective officers, directors, managers, principals, members, employees, 

agents, advisory board members, financial advisors, partners, attorneys, 

investment bankers, consultants, representatives and other professionals solely in 

their role or capacity for the foregoing parties. The Plan shall be amended to 

remove the release carve-outs relating to the Toys Delaware Debtors and 

Geoffrey Debtors, and both the order confirming the Plan and the order approving 

the Settlement Agreement shall provide that the releases in the Plan and in this 

Settlement Agreement shall be binding on each of the debtors and on all parties in 

interest in their respective cases. 

(c) Taj Senior Note Guaranty Claim Waiver. Holders of Taj Senior Notes 

shall waive all rights to receive any recovery from the TRU Inc. Debtors on 

account of any Taj Senior Notes Guaranty Claims and the Plan shall be amended 

to so reflect. 

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(d) GSO/TRU China Resolution. Each of the Debtors, the Asia JV (on behalf 

of itself and its subsidiaries) and the TRU Non-Debtor Subsidiaries hereby 

releases any and all claims, debts or causes of action against GSO or TRU China, 

including as to ownership of intellectual property. All equity interests in GSO 

and TRU China (and thereby the beneficial interest in all assets of GSO or TRU 

China, including any intellectual property rights), will be transferred to Toys 

Delaware or Geoffrey, LLC (or their designated successors), as determined by the 

Ad Hoc Group of B-4 Lenders, free and clear of any such intercompany claims, 

debts or causes of action, and Toys Delaware or Geoffrey LLC (or their 

successors) shall assume ownership of GSO and TRU China subject only to their 

liabilities and contracts with respect to their employees. 

(e) Treatment of Certain Administrative Claims. The Administrative Claims 

timely asserted by LEGO Systems, Inc. (“LEGO”) and Mattel, Inc. (“Mattel”) 

against TRU Inc. will be recharacterized as General Unsecured Claims against 

TRU Inc. and Allowed pursuant to separate stipulation to be agreed by the 

Debtors, LEGO, and Mattel. 

(f) Non-Released Claims Allocable to TRU Inc. In accordance with Section 

3.2(k) of the Vendor Settlement Agreement, any proceeds of any Non-Released 

Claims and/or D&O Claims held by or allocable to TRU Inc. shall be allocated 

between creditors of TRU Inc. (other than Toys Delaware) and the beneficiaries 

of the Non-Released Claims Trust (which are creditors of Toys Delaware). Such 

allocation shall be determined by further agreement to be approved by the Court 

or by further order of the Court. For the avoidance of doubt, the Plan does not 

determine the allocation of any such proceeds on account on Non-Released 

Claims and/or D&O Claims held by or allocable to TRU Inc. For the further 

avoidance of doubt, the claims of Toys Delaware against TRU Inc. for any 

proceeds of Non-Released Claims are not released hereunder or under the Plan 

and are instead preserved for the benefit of and transferred to the Non-Released 

Claims Trust and its beneficiaries pending resolution of any Non-Released Claims 

and/or D&O Claims held by or allocable to TRU Inc. For the avoidance of doubt, 

(i) the Released Taj Claims shall not constitute Non-Released Claims or D&O 

Claims being transferred to the Non-Released Claims Trust, and (ii) all other 

Claims and Causes of Action held by the TRU Inc. Debtors and the Toys 

Delaware Debtors against any D&O Party and all other Avoidance Actions held 

by the TRU Inc. Debtors and the Toys Delaware Debtors, including those 

previously preserved in the Vendor Settlement Agreement shall remain preserved, 

and shall be transferred to the Non-Released Claims Trust under the Plan. 

(g) Avoidance Actions. The Plan shall be modified so that any Avoidance 

Actions belonging to TRU Inc. or its estates or creditors that are not expressly 

released by the Vendor Settlement Agreement or herein shall be preserved and 

transferred to the Non-Released Claims Trust and not released under the Plan. For 

the avoidance of doubt and notwithstanding anything herein to the contrary, the 

only Avoidance Actions held by TRU, Inc. and its estates being released under 

this Agreement are Avoidance Actions held by TRU, Inc. against the Taj Debtors, 

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the Taj Debtors’ D&O Parties, and Taj Noteholders or any other Released Taj 

Claims in exchange for the Taj Settlement Consideration. 

(h) Geoffrey Claims. In consideration for the compromises and resolutions set 

forth herein, the Geoffrey Debtors agree not to pursue their Claims and Causes of 

Action against the D&O Parties preserved in the Vendor Settlement Agreement. 

For the avoidance of doubt and notwithstanding anything herein to the contrary, 

no claims against any D&O Party held by TRU Inc. or the Toys Delaware 

Debtors are being released under this Agreement or under the Plan, and all such 

claims shall be preserved and transferred to the Non-Released Claims Trust 

pursuant to the Plan and Vendor Settlement Agreement. 

3.2 Other Settlement Terms 

(a) Cash Consideration to Geoffrey. In consideration of the compromises and 

resolutions set forth herein, including the release of Claims and Causes of Action 

of the Geoffrey Debtors against the Asia JV, the Asia JV (or its subsidiaries) shall 

pay: (1) $3,720,808 to Geoffrey, LLC (or its designated successor) on the Plan 

Effective Date, and (2) $6,000,000 to Geoffrey, LLC (or its designated successor) 

no later than, as applicable (i) April 30, 2019, so long as Toys Delaware or its 

applicable successor has completed performance with respect to the SOW and is 

then in compliance with the Transition Services Agreement in all material 

respects or (ii) if not paid in accordance with clause (i), promptly following the 

completion of performance with respect to the SOW and/or the cure or remedy of 

any applicable material breach of the Transition Services Agreement. 

(b) Relinquishment of Asia JV Rights to Geoffrey-JV Accrued Amount. On the 

Settlement Order Effective Date, Geoffrey, LLC or its successor shall retain and 

take title to, and the Asia JV shall waive and relinquish all rights to, the entirety of 

the Geoffrey-JV Accrued Amount of $26,279,192 which is all amounts owing 

under the Subsidy Agreement through November 30, 2018. 

(c) Allocation-related Payment to Toys Delaware. On the Plan Effective 

Date, the Taj Debtors shall pay to Toys Delaware, in settlement of certain fee 

allocation issues and disputes among the Debtors, $3 million in respect of the fees 

and expenses charged, or to be charged, by Prime Clerk LLC in the Chapter 11 

Cases. 

(d) Oracle Data; Source Code. Toys Delaware shall make good faith efforts 

to start delivering to the Asia JV or its subsidiaries the Oracle Data and Source 

Code immediately after the Settlement Order Effective Date and in any case as 

promptly as commercially practicable if not delivered by the fifteenth (15th) day 

following the Settlement Order Effective Date. Within five (5) days of the Asia 

JV’s receipt of both the Source Code and Oracle Data, the Asia JV (or its 

subsidiaries) shall pay to Toys Delaware (a) $5 million, plus (b) all unpaid 

Invoiced Amounts under the ITASSA, which total $7,592,556. In addition to the 

initial delivery of Source Code and the Oracle Data (i) Toys Delaware shall make 

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incremental deliveries of the Oracle Data as reasonably requested by the Asia JV 

from time to time and (ii) any changes to the Source Code in Toys Delaware’s 

possession made by vendors between the initial delivery date and April 30, 2019 

shall also be delivered to the Asia JV. In addition, Toys Delaware shall also 

provide to the Asia JV, upon request of the Asia JV from time to time, any system 

appreciation documents, run-books, scripts or other documents and information 

associated with the Source Code that are reasonably accessible to Toys Delaware. 

For the avoidance of doubt, the Asia JV shall have a perpetual, royalty free right 

and license to use and run the Source Code. 

3.3 Other Agreements 

(a) License Agreement. 

1. On or before March 1, 2019, Geoffrey, LLC (or its successor) and 

the Asia JV, as well as subsidiaries of the Asia JV that are party to the 

Master License Agreement and/or the subsidiary license agreements 

entered into pursuant thereto (the “Subsidiary License Agreements”), shall 

enter into an amended and restated master license agreement (the “New 

Master License Agreement”) and amended and restated subsidiary license 

agreements (the “New Subsidiary License Agreements”), which shall 

include the following material terms: 

A. the term of the New Master License Agreement shall be 

fifteen (15) years from March 1, 2019 and thus shall end on March 

1, 2034. The Asia JV shall have the option, in its sole discretion, 

to extend the term of the New Master License Agreement in an 

unlimited number of 5-year increments past such 2034 termination 

date; 

B. the net royalty rate paid to Geoffrey, LLC (or its successor) 

under the New Master License Agreement (together with any 

related agreements, including the Subsidy Agreement) shall be 2%; 

further, pending any different arrangement mutually agreed by the 

parties under the New Master License Agreement, effective with 

respect to the period commencing December 1, 2018, the Asia JV 

shall pay to Geoffrey, LLC a flat 2.0% royalty and no amounts 

shall accrue or otherwise be payable under the Subsidy Agreement; 

C. Geoffrey, LLC (or its successor) shall receive a minimum 

of $17.5 million net annually under the New Master License 

Agreement (subject to equitable downward adjustment in the event 

that the Asia JV sells all or substantially all of its business in a 

given country and assigns the applicable New Subsidiary License 

Agreement in accordance with Section 3.3(a)(1)(E) below to a 

buyer that agrees to pay minimum royalties sufficient to preserve 

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an overall guaranteed minimum for Geoffrey, LLC or its successor 

of $17.5 million); 

D. the non-compete provision of the Master License 

Agreement shall be amended such that it shall not apply following 

expiration of the New Master License Agreement pursuant to its 

terms in 2034 or the date of expiration of any further extension 

thereof (as applicable); 

E. each New Subsidiary License Agreement shall be 

assignable upon a sale of any business or subsidiary of the Asia 

JV, or the sale of the Asia JV as a whole, and any sale of the equity 

of any subsidiary subject to a New Subsidiary License Agreement, 

or of all or substantially all assets of such subsidiary or of the Asia 

JV as a whole, shall be subject to the condition that the purchaser 

of such equity or assets assumes the rights and obligations under 

the applicable New Subsidiary License Agreement and/or New 

Master License Agreement; 

F. subject to Section 3.3(d), below, and such other provisions 

as the parties may mutually agree in good faith to amend, the 

remaining terms of the New Master License Agreement and the 

New Subsidiary License Agreements shall be materially consistent 

with the terms of the existing Master License Agreement and the 

Subsidiary License Agreements (as applicable). 

The New Master License Agreement and New Subsidiary License 

Agreements shall be effective as of December 1, 2018. The extension of 

the term of the Master License Agreement and each of the Subsidiary 

License Agreements subject to a net 2.0% royalty rate until March 1, 2034 

(as provided in clause A and B above) is immediately effective upon the 

effectiveness of this Agreement as against the Geoffrey Debtors and the 

Asia JV and its subsidiaries. The provisions of clauses (B) through (E) 

above shall take effect automatically on March 1, 2019 if the parties have 

not then entered into the New Master License Agreement and New 

Subsidiary License Agreements. Except as modified by Section 

3.3(a)(1)(B) above, the terms and conditions of the Master License 

Agreement and each of the Subsidiary License Agreements shall 

otherwise remain in effect pending execution of the New Master License 

Agreement and New Subsidiary License Agreements. 

Geoffrey, LLC hereby agrees not to assert that the transactions 

contemplated by the Plan and otherwise disclosed in connection therewith 

relating to direct or indirect ownership changes in the Asia JV (including 

among creditors of the Taj Debtors and Fung Retailing Limited) constitute 

a change of control or otherwise give rise to a termination right under the 

Master License Agreement or any Subsidiary License Agreement. 

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(b) Transition Services Agreement. Notwithstanding anything to the contrary 

in the Toys Delaware Confirmation Order, on or prior to the Plan Effective Date, 

Toys Delaware and the Asia JV shall enter into a transition services agreement 

(the “Transition Services Agreement”) containing the following material terms: 

1. Toys Delaware (or its successor) shall continue to provide all 

information technology services that it provides to the Asia JV (or its 

subsidiaries) as of the date hereof, and will retain such staffing as is 

necessary in order to do so, provided Toys Delaware (and its successor) 

shall not be accountable for the actions/failures of third party vendors. 

2. Toys Delaware (or its successor) will covenant to use reasonable 

best efforts to use existing resources and make them available as and when 

needed to complete the Statement of Work (under the column heading 

“SSC Services Required”) attached hereto as Exhibit 2 (the “SOW”) and 

assist the Asia JV and its subsidiaries in migrating off Toys Delaware 

services prior to April 30, 2019. The costs with respect to the SOW will 

be borne by Toys Delaware (or its successor). In the event of future 

material work requests by the Asia JV not covered by the SOW, the 

parties will negotiate in good faith with respect to scope, timing, cost, and 

allocation of responsibility and the Asia JV will be responsible for 

paying/reimbursing all incremental costs (including of third party vendors 

and/or incremental Toys Delaware staffing) associated therewith. 

3. Toys Delaware shall appoint a project manager from existing staff 

to oversee the transition and work relating to the SOW and coordinate 

with a project manager appointed by the Asia JV. 

4. Toys Delaware (or its successor) will covenant that its existing 

resources shall, to the extent necessary to meet the obligations to and 

requests of the Asia JV under the Transition Services Agreement, spend an 

amount of time providing services to the Asia JV (including with respect 

to the SOW and related tasks) generally commensurate with the Asia JV’s 

payments under the Transition Services Agreement as compared to the 

payments under the other transition services agreements to which Toys 

Delaware (or its successor) is party. 

5. Toys Delaware (or its successor) will give the Asia JV and any 

contractors it may hire reasonable access to its shared service center and 

its employees. 

6. The Asia JV (or its subsidiaries) shall pay a $1.5 million monthly 

fee under the Transition Services Agreement beginning as of December 1, 

2018. 

7. The Transition Services Agreement shall terminate on April 30, 

2019 absent mutual agreement on an extension. For the avoidance of 

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doubt, Toys Delaware (and its successor) has no obligation to ensure that 

the transition or migration of the Asia JV or its subsidiaries from Toys 

Delaware’s (or its succesor’s) systems or services be completed by any 

specific date, or at all. 

(c) Private Label. The Asia JV and Geoffrey, LLC (or its successor) shall 

work cooperatively and in good faith to document and clarify their future 

relationship with respect to private label goods, based on the following principles, 

which shall be operative provisions of this Settlement Agreement, pending 

execution of the subsequent documentation just referenced: (i) the Asia JV may 

source private label goods and continue to use Authorized Marks independent of 

Geoffrey, LLC, subject to existing brand standards, style guides, compliance 

audits and related provisions in the existing Master License Agreement and 

international product safety standards; (ii) Geoffrey, LLC, in consultation with the 

Asia JV, shall implement a streamlined and standardized process to approve 

existing and new SKUs; the Asia JV will not be required to remove products from 

shelves (other than to the extent such products violate applicable law) or to cease 

sourcing existing SKUs pending implementation of the streamlined and 

standardized approval process; and Geoffrey will not unreasonably withhold or 

delay approval of any SKUs; (iii) the Asia JV has no rights to use existing or 

future product molds or product designs owned by Geoffrey, LLC (and without 

limitation or waiver of the foregoing, Geoffrey, LLC shall use commercially 

reasonable efforts to compile a comprehensive schedule of such existing molds 

and designs to be agreed upon by the Asia JV); and (iv) the Asia JV and Geoffrey 

each has the right, but not the obligation, to buy private label goods sourced by 

the other at mutually agreeable pricing. 

(d) Information Rights. 

1. Upon entry of the Settlement Order Effective Date, on a one time 

basis, to the extent already existing or created in the ordinary course of 

business, and subject to a reasonable confidentiality agreement pursuant to 

which Licensor will be liable for any breach thereof by its financing 

sources and/or representatives, the Asia JV shall provide the following 

financial information to Geoffrey, LLC (or its successor TRU Kids, Inc.): 

(a) the Asia JV’s most recent 5-year financial plan, including store-count 

number, projections by country and the principal assumptions underlying 

such plan; (b) three years of historical financial statements, including 

current cash positions and debt levels; and (c) an organizational chart 

showing the new ownership structure for the Asia businesses and holding 

companies. 

2. The New Master License Agreement referenced in Section 

3.3(a)(2) above shall require, to the extent permitted by law, the Asia JV 

to provide Geoffrey, LLC or its applicable successor (“Licensor”) with the 

following, subject to a reasonable confidentiality agreement pursuant to 

which Licensor will be liable for any breach thereof by its financing 

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sources and/or representatives: (a) three-year (or any longer period that 

the Asia JV prepares in its discretion) rolling financial projections and 

store-count number projections on an annual basis in form and substance 

consistent with the Asia JV’s internal use; (b) unaudited quarterly and 

audited annual financial statement reporting in form and substance 

consistent with that contemplated by the form of Second Amended and 

Restated Shareholders Agreement of the Asia JV filed in connection with 

the Plan; (c) monthly revenues by territory; (d) such other readily 

available financial information regarding the business of the Asia JV as 

Licensor may reasonably request in connection with its financing 

activities, provided such requests shall not interfere with the ordinary 

course conduct of the business of the Asia JV; and (e) semi-annual calls 

with the chief financial officer and/or chief executive officer of the Asia 

JV to discuss the business of the Asia JV. For the avoidance of doubt, (x) 

the information rights in subparagraphs (a)-(e) shall fall away if the New 

Master License Agreement is assigned by Licensor to, or Licensor’s 

equity is acquired directly or indirectly by, a retailer (whether brick-andmortar and/or e-commerce/online) that operates in any of the territories in 

which the Asia JV or any of its subsidiaries then operate or may operate 

under the New Master License Agreement and that competes with the 

Asia JV or any of its subsidiaries in the sale of toys or baby products (a 

“Competitor”) and (y) under no circumstance shall Licensor provide any 

information received pursuant to subparagraphs (a)-(e) of this paragraph to 

(i) any Competitor or (ii) any entity that is not a Competitor unless that 

entity (A) executes a confidentiality agreement reasonably acceptable to 

the Asia JV and (B) reasonably needs such information in connection with 

the financing activities of Licensor and/or in connection with an 

investment in or acquisition of Licensor. For the further avoidance of 

doubt, product brand licensing companies that do not own multiple brands 

that sell substantial lines of toys and baby products in any of the territories 

(e.g., Iconix Brand Group, Sequential Brand, Global Brand Groups, 

Authentic Brands) will be deemed not to be Competitors. 

(e) Asia JV Subsidiaries. To the extent any direct or indirect subsidiary of the 

Asia JV is expressly required hereunder to be a party to any of the agreements or 

undertakings contemplated hereunder (including by executing a New Subsidiary 

License Agreement pursuant to Section 3.3(a)(1)), the Asia JV shall use best 

efforts to cause such subsidiary to execute such agreement on the terms set forth 

herein. 

(f) France. Geoffrey, LLC shall enter into a license agreement with Jellej 

Jouets based on the terms attached hereto as Exhibit 3, with such terms becoming 

applicable as of January 15, 2019. Prior to January 15, 2019, the License 

Agreement dated February 1, 2009, as amended December 21, 2010, shall remain 

in effect in France. 

3.4 Allocation of Funds. 

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(a) Allocation of Cash held at MAP 2005. The TRU Inc. Debtors shall 

allocate the cash held at MAP 2005 as follows: (a) $1.25 million to the Taj 

Debtors in settlement of certain intercompany fee allocation disputes; provided, 

however, that such amounts shall be contributed to a fund for creditors of TRU 

Inc. (to be distributed in accordance with the Plan and this Agreement) as the Taj 

Settlement Consideration; (b) $1.25 million to Toys Delaware (for the benefit of 

the Term B Lenders) in settlement of certain intercompany fee allocation 

disputes; (c) Munger, Tolles & Olson LLP’s documented fees and expenses in an 

amount that shall not exceed $750,000; (d) Ronald Page, PLC’s documented fees 

and expenses in an amount that shall not exceed $100,000; (e) Ducera 

Partners LLC’s documented fees and expenses in an amount that shall not exceed 

$1.833 million; (f) except as previously approved in the Toys Delaware 

Confirmation Order, or as otherwise agreed to by Moelis and the Term B Lenders, 

$1.75 million to Moelis & Company, which shall fully and finally resolve any and 

all claims of Moelis & Company against any and all of the Debtors; (g) the 

Creditors’ Committee professionals’ (other than Moelis & Company) documented 

fees and expenses allocated to TRU Inc. in an amount that shall not exceed $1.6 

million; and (h) the TRU Inc. Unsecured Notes Trustee Fees in an amount that 

shall not exceed $950,000. For the avoidance of doubt, the Plan and 

Confirmation Order shall provide that any payments made pursuant to this 

Section 3.4(a) shall not be subject to any contest, attack, rejection, recovery, clawback, recoupment, reduction, defense, counterclaim, offset, subordination, 

recharacterization, avoidance or other claim, cause of action or other challenge of 

any nature under the Bankruptcy Code or applicable non-bankruptcy law. The 

remaining balance of MAP 2005’s cash shall be distributed in accordance with the 

Priority Waterfall in the Plan and, if cash is available for unsecured creditors, the 

allocation agreement reflected in Section 3.1(a) hereof. Following the distribution 

of the specific amounts set forth above, TRU Inc. shall reserve all remaining 

funds pending resolution of any Administrative Claims, including any accrued or 

projected tax Administrative Claims, and shall not make any further distributions 

pending resolution or satisfaction of such claims. 

(b) Allocation of TRU Vermont Wind-Down. TRU Inc. shall use reasonable 

best efforts to promptly effectuate the wind-down of TRU (Vermont), Inc. 

Following the wind-down of TRU (Vermont), Inc., any cash or other proceeds of 

TRU (Vermont) Inc. shall be distributed to TRU Inc. and shall be distributed by 

TRU Inc. in accordance with the Priority Waterfall in the Plan and, if cash is 

available for unsecured creditors, the allocation agreement reflected in Section 

3.1(a) hereof. Such cash or other proceeds of TRU (Vermont), Inc. shall be 

included in the above-referenced reserve for Administrative Claims and shall not 

be distributed pending resolution or satisfaction of such claims. 

(c) Allocation of Certain Administrative Claims. TRU Inc. shall be 

responsible for paying no less than two-thirds of Administrative Claims for state 

or federal taxes, if any, for which TRU Inc. and any other Debtor or Debtors are 

jointly and severally liable. If any other Debtor makes a payment on account of 

any tax Administrative Claim for which TRU Inc. is jointly and severally liable 

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without TRU Inc. paying two-thirds of the amount thereof, such Debtor shall have 

an Allowed tax Administrative Claim against TRU Inc. for an amount equal to the 

difference between the portion paid by TRU Inc. and two-thirds of such claim. 

The foregoing is without prejudice to the claims of any taxing authority (or the 

joint and several nature thereof) and the rights of the Parties with respect to the 

liability for, amount or priority of any such claims. 

(d) Allocation of Remaining TRU Inc. Assets. Any other assets, including 

cash at any of TRU Inc., of the TRU Inc. Debtors (other than any recoveries by 

the Non-Released Claims Trust) shall be distributed in accordance with the 

Priority Waterfall in the Plan, subject to the terms hereof, including the 

establishment of a reserve for administrative claims. 

3.5 Professional Fees. 

(a) In consideration of the compromises and resolutions set forth herein, 

including the payments made hereunder, no Party hereto shall challenge or object 

to the allocation of Professional fees between or among the Debtors’ estates as 

determined by the Debtors and/or the applicable Professionals as of the date 

hereof as set forth in Exhibit 4; provided, for the avoidance of doubt, that Toys 

Delaware shall not object to any reallocations made, or agreed to, by Kirkland & 

Ellis LLP and Kramer Levin Naftalis & Frankel LLP prior to the date hereof and 

shall permit any setoffs between the Taj Debtors and Toys Delaware if necessary 

to effectuate such reallocation. The Debtors’ and Creditors’ Committee’s 

Professionals shall, as required by the Interim Compensation Order, continue to 

allocate their fees and expenses to the applicable Debtors going forward, 

including to TRU Inc., and all Parties’ rights to object to the allowance or 

allocation of any and all such fees and expenses are reserved. This Settlement 

Agreement resolves all outstanding disputes between or among any of the Debtors 

regarding allocation of professional fees and expenses. 

3.6 Commitments Regarding Implementation of the Settlement Agreement. 

(a) The Debtors shall use good faith efforts to implement this Settlement 

Agreement and the disposition of the Debtors’ chapter 11 cases on the agreed 

terms set forth herein, including: 

1. filing a motion consistent with this Settlement Agreement and 

otherwise in a form reasonably acceptable to the Parties (the “Settlement 

Approval Motion”) with the Bankruptcy Court seeking (i) approval of this 

Settlement Agreement pursuant to Rule 9019(a) of the Bankruptcy Rules 

and (ii) waiver of any stay of the Settlement Order pursuant to Rule 

6004(h) of the Bankruptcy Rules; 

2. amending the Plan, as applicable, to incorporate the terms of this 

Settlement Agreement; 

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3. cooperating with the Taj Holders Steering Group to resolve 

outstanding issues relating to the liquidation of the Debtors’ U.K. business 

and issues relating to liquidating TRU (UK) Noteholder Limited; and 

4. not taking any action inconsistent with this Settlement Agreement, 

including entry into any agreement to pursue any auction, sale process, or 

restructuring transaction for the Debtors inconsistent with this 

Settlement Agreement. 

(b) Provided that the Debtors are not in breach of this Settlement Agreement, 

the non-Debtor Parties shall (severally and not jointly): 

1. use good faith efforts to implement this Settlement Agreement and 

the transactions and other actions contemplated hereby; 

2. withdraw any objection to the Plan; 

3. not (i) further object to, delay, interfere, impede, or take any other 

action to delay, interfere, or impede, directly or indirectly, with the 

confirmation of the Plan or (ii) propose, file, support, or vote for, directly 

or indirectly, any restructuring, workout, plan of arrangement, alternative 

transaction, including a sale pursuant to section 363 of the Bankruptcy 

Code, or chapter 11 plan for the Debtors other than the Plan; 

4. not, nor encourage any other person or entity to, take any action, 

including (i) initiating or joining in any legal proceeding that is 

inconsistent with this Settlement Agreement and the allocation and 

distribution of assets and value set forth in this Settlement Agreement or 

(ii) delaying, impeding, appealing, or taking any other action, directly or 

indirectly, that could reasonably be expected to interfere with the 

approval, acceptance, confirmation, consummation, or implementation of 

the Plan or the Settlement Agreement, as applicable; and 

(c) The Debtors and the Taj Holders Steering Group agree that the Creditors’ 

Committee’s Challenge Period under the Final DIP Financing Order shall be 

extended through the earlier of (i) 30 days after the termination of this Settlement 

Agreement, or (ii) the Plan Effective Date; provided, that, following entry of the 

Settlement Order the Creditors’ Committee agrees not to file a motion seeking 

standing to pursue a Challenge, unless the Taj Holders Steering Group is in 

breach of the Settlement Order; provided further, that, if prior to the termination 

of the Challenge Period the Taj Holders Steering Group breaches the Settlement 

Order and the Creditors’ Committee files a motion seeking standing to pursue a 

Challenge, then the Challenge Period for the Creditors’ Committee shall be 

extended until the date that is two (2) business days after the Bankruptcy Court 

rules on such request. 

(d) The Parties shall cooperate with each other in good faith and shall 

coordinate their activities (to the extent possible and subject to the terms of this 

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Settlement Agreement) in respect of (a) the implementation of the terms set forth 

in this Settlement Agreement, and (b) the consummation of the transactions 

contemplated by this Settlement Agreement and the allocation and distribution of 

assets and value contemplated by this Settlement Agreement. 

(e) In no event shall any Party file, permit an affiliate or any other related 

third party to file, or encourage any affiliate or any third party to file, an 

opposition to the Plan, the Settlement Approval Motion or the Settlement 

Agreement. 

Section 4. Miscellaneous Provisions 

4.1 Settlement Agreement Effective Date.

This Settlement Agreement shall become effective and binding on the Parties at 

12:01 a.m., prevailing Eastern Time, on the date (the “Settlement Effective Date”) on which all 

of the Parties have executed and delivered to the other Parties pursuant to Section 4.11 hereof 

counterpart signature pages of this Settlement Agreement; provided, however, that no provisions 

of this Settlement Agreement shall be effective as to the Debtors or the Creditors’ Committee 

until the Settlement Order Effective Date. 

4.2 Non-Debtor Parties Representations and Warranties. 

To induce each other Party to enter into and perform its obligations under this Settlement 

Agreement, each non-Debtor Party, severally but not jointly, represents, warrants and 

acknowledges, as of the Settlement Effective Date, as follows: 

(a) Authority. (A) It is duly organized, validly existing and in good standing 

under the laws of the jurisdiction of its organization and has all the requisite 

corporate, partnership, limited liability company, or other power and authority to 

execute and deliver this Settlement Agreement and the other documents and 

instruments contemplated hereby to which it is contemplated to be a party and 

perform its obligations under this Settlement Agreement and the other documents 

and instruments contemplated hereby to which it is contemplated to be a party, 

and to consummate the transactions contemplated herein and therein, and (B) the 

execution, delivery and performance by it under this Settlement Agreement and 

the other documents and instruments contemplated hereby to which it is 

contemplated to be a party and the consummation of the transactions 

contemplated herein and therein, have been duly authorized by all necessary 

action on its part, and no other actions or proceedings on its part are necessary to 

authorize and approve this Settlement Agreement or the other documents or 

instruments contemplated hereby to which it is contemplated to be a party or any 

of the transactions contemplated herein or therein. 

(b) Ownership. Other than with respect to the Creditors’ Committee, it is the 

legal owner, beneficial owner, and/or the investment advisor or manager for such 

legal or beneficial owner or discretionary account of such legal or beneficial 

owner of a Claim against and/or Equity Interest in the Debtors, as applicable. 

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(c) Validity. This Settlement Agreement has been duly executed and 

delivered by it and constitutes its legal, valid, and binding agreement, enforceable 

against it in accordance with its terms. 

(d) No Conflict. Its execution, delivery, and performance (when such 

performance is due) of this Settlement Agreement does not and shall not (A) 

subject to the actions, consents, and filings referred to in Section 4.2(e) below, 

violate any provision of law, rule, or regulation applicable to it or any of its 

subsidiaries or its or their subsidiaries’ certificates of incorporation or bylaws or 

other organizational documents, or (B) conflict with, result in a breach of, or 

constitute a default under any material contractual obligations to which it or any 

of its subsidiaries is a party. 

(e) Authorization of Governmental Authorities. No action by (including any 

authorization, consent, or approval), in respect of, or filing with, any 

governmental authority or regulatory body, except such filing as may be 

necessary and/or required for disclosure by the Securities and Exchange 

Commission or pursuant to state securities or “blue sky” laws, is required for, or 

in connection with, the valid and lawful authorization, execution, delivery, and 

performance by it of this Settlement Agreement. 

(f) No Reliance. It (A) is a sophisticated party with respect to the matters that 

are the subject of this Settlement Agreement, (B) has had the opportunity to be 

represented and advised by legal counsel in connection with this Settlement 

Agreement, (C) has adequate information concerning the matters that are the 

subject of this Settlement Agreement, and (D) has independently and without 

reliance upon any other Party hereto, or any of their affiliates, or any officer, 

employee, agent, or representative thereof, and based on such information as it 

has deemed appropriate, made its own analysis and decision to enter into this 

Settlement Agreement, except that it has relied upon each other Party’s express 

representations, warranties, and covenants in this Settlement Agreement, which it 

enters, or as to which it acknowledges and agrees, voluntarily and of its own 

choice and not under coercion or duress.

4.3 Debtor Representations and Warranties. 

To induce each other Party to enter into and perform its obligations under this Settlement 

Agreement, each Debtor hereby represents, warrants, and acknowledges, as of the Settlement 

Effective Date, as follows: 

(a) Authority. Except as expressly provided in this Settlement Agreement and 

subject to the Bankruptcy Code, Bankruptcy Court approval, and/or regulatory 

approvals associated with the Settlement Agreement, Plan, or a structured 

dismissal, as applicable, (A) each of the Debtors is duly organized, validly 

existing, and in good standing under the laws of the jurisdiction of its organization 

and has all the requisite corporate, partnership, limited liability company, or other 

power and authority to execute and deliver this Settlement Agreement and the 

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other documents and instruments contemplated hereby to which the Debtors are 

contemplated to be parties and perform their obligations under this Settlement 

Agreement and the other documents and instruments contemplated hereby to 

which they are contemplated to be parties, and to consummate the transactions 

contemplated herein and therein, and to consummate the transactions 

contemplated herein and therein, and (B) the execution, delivery, and 

performance by such Debtors under this Settlement Agreement and the other 

documents and instruments contemplated hereby to which each such Debtor is 

contemplated to be a party and the consummation of the transactions 

contemplated herein and therein, have been duly authorized by all necessary 

action on the part of such Debtor, and no other actions or proceedings on the part 

of such Debtor are necessary to authorize and approve this Settlement Agreement 

or the other documents or instruments contemplated hereby to which such Debtor 

is contemplated to be a party or any of the transactions contemplated herein or 

therein. 

(b) Validity. Except as expressly provided in this Settlement Agreement and 

subject to the Bankruptcy Code, Bankruptcy Court approval, and/or regulatory 

approvals associated with the Plan or a structured dismissal, as applicable, this 

Settlement Agreement has been duly executed and delivered by the Debtors and 

constitutes the legal, valid, and binding agreement of the Debtors, enforceable 

against the Debtors in accordance with its terms. 

(c) No Conflict. Subject to the Bankruptcy Code, Bankruptcy Court approval 

and/or regulatory approvals associated with this Settlement Agreement, the Plan, 

the execution, delivery, and performance by the Debtors (when such performance 

is due) of this Settlement Agreement does not and shall not (A) subject to the 

actions, consents, and filings referred to in Section 4.3(d) below, violate any 

provision of law, rule, or regulation applicable to the Debtors or any of their 

subsidiaries or the Debtors’ or their subsidiaries’ certificates of incorporation or 

bylaws or other organizational documents, or (B) conflict with, result in a breach 

of, or constitute (with due notice or lapse of time or both) a default under any 

material contractual obligations to which it or any of its subsidiaries is a party. 

(d) Authorization of Governmental Authorities. No action by (including any 

authorization, consent, or approval), in respect of, or filing with, any 

governmental authority or regulatory body, except such filing as may be 

necessary and/or required for disclosure by the Securities and Exchange 

Commission or pursuant to state securities or “blue sky” laws, and the approval of 

the Bankruptcy Court of the Debtors’ authority to enter into and implement this 

Settlement Agreement, is required for, or in connection with, the valid and lawful 

authorization, execution, delivery and performance by the Debtors of this 

Settlement Agreement. 

(e) No Reliance. Each of the Debtors (A) is a sophisticated party with respect 

to the matters that are the subject of this Settlement Agreement, (B) has had the 

opportunity to be represented and advised by legal counsel in connection with this 

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Settlement Agreement (including its disinterested directors’ counsel, as 

applicable), (C) has adequate information concerning the matters that are the 

subject of this Settlement Agreement, and (D) has independently and without 

reliance upon any other Party hereto, or any of their affiliates, or any officer, 

employee, agent or representative thereof, and based on such information as such 

Debtor has deemed appropriate, made its own analysis and decision to enter into 

this Settlement Agreement, except that the Debtors have relied upon each other 

Party’s express representations, warranties, and covenants in this Settlement 

Agreement, which each of the Debtors enters, or as to which each Debtor 

acknowledges and agrees, voluntarily and of its own choice and not under 

coercion or duress. 

4.4 Termination.

This Settlement Agreement and the obligations of the Parties may be terminated by 

mutual written agreement of all the Parties, if the Bankruptcy Court (or any court of competent 

jurisdiction) does not approve this Settlement Agreement, or if the Settlement Order is reversed 

or materially modified on appeal. 

4.5 Effect of Termination. 

Upon termination of this Settlement Agreement in accordance with Section 4.4 hereof, all 

obligations of the Parties under this Settlement Agreement shall terminate and shall be of no 

further force and effect; provided, that any claim for prior breach of this Settlement Agreement 

shall survive termination and all rights and remedies with respect to such claim shall be neither 

waived nor prejudiced in any way by termination of this Settlement Agreement. 

4.6 Acknowledgments. 

Notwithstanding any other provision herein, this Settlement Agreement is not and 

shall not be deemed to be an offer with respect to any securities or solicitation of votes for 

the acceptance of a plan for purposes of sections 1125 and 1126 of the Bankruptcy Code or 

otherwise. Any such offer or solicitation will be made only in compliance with all 

applicable securities laws and provisions of the Bankruptcy Code. The relevant Parties 

will not solicit acceptances of the Plan from the relevant Parties in any manner inconsistent 

with the Bankruptcy Code or applicable non-bankruptcy law. 

4.7 Cooperation and Support.

The Parties shall cooperate with each other in good faith and shall coordinate their 

activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect 

of (a) the filing of the Settlement Approval Motion with the Bankruptcy Court, obtaining 

Bankruptcy Court approval of this Settlement Agreement, the entry of the Settlement Order, and 

the implementation of the terms set forth in this Settlement Agreement, and (b) the 

consummation of the transactions contemplated by this Settlement Agreement. 

4.8 Governing Law; Jurisdiction. 

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(a) This Settlement Agreement shall be construed and enforced in accordance 

with, and the rights of the Parties shall be governed by, the laws of the State of 

New York, without giving effect to the conflict of laws principles thereof. Each 

Party hereto agrees that it shall bring any action or proceeding in respect of any 

claim arising out of or related to this Settlement Agreement in the Bankruptcy 

Court, and solely in connection with claims arising under this Settlement 

Agreement: (i) irrevocably submits to the exclusive jurisdiction and the 

constitutional authority of the Bankruptcy Court; (ii) waives any objection to 

laying venue in any such action or proceeding in the Bankruptcy Court; and (iii) 

waives any objection that the Bankruptcy Court is an inconvenient forum, does 

not have jurisdiction over any Party hereto, or lacks the constitutional authority to 

enter final orders in connection with such action or proceeding; provided, 

however, that this Settlement Agreement and the releases set forth herein may be 

submitted in any court, arbitration, and/or other legal proceeding to enforce the 

terms of such releases. 

(b) 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 arising out of, 

or relating to, this Settlement 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 Settlement Agreement by, among other 

things, the mutual waivers and certifications in this Section 4.8. 

4.9 No Admission of Liability.

Each Party enters into this Settlement Agreement without admitting any liability or 

conceding any allegations not already expressly admitted. This Settlement Agreement and its 

provisions shall not be offered or received in evidence in any action or proceeding as an 

admission or concession of liability or wrongdoing of any nature on the part of any Party except 

that it may be offered and received in evidence solely to enforce this Settlement Agreement.

4.10 Third-Party Beneficiaries.

Except as otherwise explicitly set forth herein, nothing in this Settlement Agreement is 

intended to benefit or create any right or cause of action in or on behalf of any person other than 

the Parties hereto (and their affiliated persons and entities who are intended to be beneficiaries of 

the releases and settlements to the extent set forth herein); provided, however, that Fung 

Retailing Limited is a third-party beneficiary of this Settlement Agreement and is entitled to the 

rights and benefits provided for it hereunder and may enforce the provisions herein as if it were a 

party hereto.

4.11 Notices. 

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All notices hereunder shall be deemed given if in writing and delivered, if sent by 

electronic mail, courier, or registered or certified mail (return receipt requested) to the following 

addresses (or at such other addresses as shall be specified by like notice): 

(a) if to the Debtors, to: 

Toys “R” Us, Inc. 

One Geoffrey Way 

Wayne, New Jersey 07470 

Attention: James Young, General Counsel 

E-mail address: James.Young@toysrus.com 

with copies (which shall not constitute notice) to: 

Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, New York 10022 

Attention: Joshua Sussberg, P.C., Emily E. Geier 

E-mail address: jsussberg@kirkland.com, Emily.geier@kirkland.com 

and 

Kirkland & Ellis LLP 

300 North LaSalle Street 

Chicago, IL 60654 

Attention: Chad J. Husnick, P.C. 

E-mail address: chusnick@kirkland.com 

(b) if to the Creditors’ Committee, to: 

Kramer Levin Naftalis & Frankel LLP 

1177 Avenue of the Americas 

New York, New York 10036 

Attention: Kenneth H. Eckstein, Rachael L. Ringer 

E-mail address: keckstein@kramerlevin.com; rringer@kramerlevin.com 

(c) if to the Ad Hoc Group of B-4 Lenders, to: 

Wachtell, Lipton Rosen and Katz 

51 West 52nd Street 

New York, New York 10019 

Attention: Joshua A. Feltman 

Emil A. Kleinhaus 

E-mail address: jafeltman@wlrk.com; eakleinhaus@wlrk.com 

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(d) if to the Taj Holders Steering Group, to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

New York, New York 10019 

Attention: Brian S. Hermann, Samuel E. Lovett 

Email addresses: bhermann@paulweiss.com; slovett@paulweiss.com 

(e) if to the Asia JV, to: 

Quinn Emanuel Urquhart & Sullivan 

51 Madison Avenue, 22nd Floor 

New York, New York 10010 

Attention: James C. Tecce, Daniel Holzman 

E-mail address: jamestecce@quinnemanuel.com; 

danielholzman@quinnemanuel.com 

or such other address as may have been furnished by a Party to each of the other Parties by 

notice given in accordance with the requirements set forth above. Any notice given by delivery, 

mail, or courier shall be effective when received. 

4.12 Entire Agreement. 

This Settlement Agreement, including any exhibits, annexes, and/or schedules hereto and 

the exhibits, annexes, and/or schedules thereto, constitutes the entire agreement between the 

Parties concerning the subject matter of this Settlement Agreement and supersedes all prior 

negotiations, agreements, and understandings, whether written or oral, between and among the 

Parties concerning the subject matter of this Settlement Agreement. Each of the Parties hereto 

acknowledges that it is executing this Settlement Agreement without reliance on any 

representations, warranties, or commitments other than those representations, warranties, and 

commitments expressly set forth in this Settlement Agreement. 

4.13 Modification or Amendment. 

This Settlement Agreement may be modified or amended only by written agreement 

executed by: (i) the Debtors, (ii) the undersigned members of the Ad Hoc Group of B-4 Lenders, 

(iii) the undersigned members of the Taj Holders Steering Group, (iv) the Creditors’ Committee, 

and (vi) the Asia JV. 

The Parties may extend or modify any dates in this Settlement Agreement via 

e-confirmation. 

4.14 Further Assurances.

From and after the Settlement Effective Date, each of the Parties agrees to use their 

respective reasonable best efforts to execute or cause to be executed and deliver or cause to be 

delivered all such agreements, instruments and documents and take or cause to be taken all such 

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further actions as may reasonably be necessary from time to time to carry out the intent and 

purpose of this Settlement Agreement, and to consummate the transactions contemplated hereby 

and thereby. 

4.15 Successors and Assigns. 

Except as otherwise provided in this Settlement Agreement, this Settlement Agreement is 

intended to bind and inure to the benefit of each of the Parties and each of their respective 

successors, assigns, heirs, executors, administrators, and representatives. 

4.16 Interpretation. 

This Settlement Agreement is the product of negotiations among the Parties, and the 

enforcement or interpretation of this Settlement Agreement is to be interpreted in a neutral 

manner and in accordance with section 102 of the Bankruptcy Code; and any presumption with 

regard to interpretation for or against any Party by reason of that Party (or its counsel) having 

drafted or caused to be drafted this Settlement Agreement or any portion of this Settlement 

Agreement, shall not be effective in regard to the interpretation of this Settlement Agreement. 

4.17 Settlement Discussions.

This Settlement Agreement and the transactions contemplated herein are part of a 

settlement among the Parties. Nothing herein shall be deemed an admission of any kind. To the 

extent provided by Federal Rule of Evidence 408, any applicable mediation privileges, and any 

applicable state rules of evidence, this Settlement Agreement and all negotiations relating thereto 

shall not be admissible into evidence in any proceeding other than a proceeding to enforce the 

terms of this Settlement Agreement.

4.18 Specific Performance. 

It is understood and agreed by the Parties that money damages would be an insufficient 

remedy for any breach of this Settlement Agreement by any Party, that such breach would 

represent irreparable harm, and that each non-breaching Party shall be entitled to specific 

performance and injunctive relief (without the posting of any bond and without proof of actual 

damages) as a non-exclusive remedy for any such breach, including an order of the Bankruptcy 

Court or other court of competent jurisdiction requiring any Party to comply promptly with any 

of its obligations hereunder; provided, that each Party agrees to waive any requirement for the 

securing or posting of a bond in connection with such remedy. 

4.19 Execution of Agreement. 

This Settlement Agreement may be executed in counterparts, and by the different Parties 

hereto on separate counterparts, each of which when executed and delivered shall constitute an 

original. Delivery of an executed counterpart by facsimile or electronic mail shall be equally as 

effective as delivery of an original executed counterpart. 

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4.20 Non-Severability of Agreement. 

This Settlement Agreement is to be construed as a whole, and all provisions of it are to be 

read and construed together. Notwithstanding anything in this Settlement Agreement or the 

Settlement Order to the contrary, and in light of the integrated nature of the settlements and 

compromises embodied in this Settlement Agreement and the Settlement Order, in the event that 

(a) a court of competent jurisdiction enters a final order ruling that any of the provisions of this 

Settlement Agreement or the Settlement Order are void, invalid, illegal, or unenforceable in any 

material respect, or (b) any of the provisions of this Settlement Agreement or the Settlement 

Order are reversed, vacated, overturned, voided, or unwound in any material respect, then in 

each case, the entirety of this Settlement Agreement (other than this Section 4.20) shall be void 

ab initio and of no force and effect and, during any subsequent proceeding, the Parties shall not 

assert claim preclusion, issue preclusion, estoppel or any similar defense in respect of rights and 

claims of the Parties that were the subject of this Settlement Agreement prior to this Settlement 

Agreement being of no force or effect. 

[Signature pages follow] 

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