Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 

Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

(State) ☐ Check if this is an 

Case number (if known): Chapter 11 amended filing

 

Official Form 201 

Voluntary Petition for Non-Individuals Filing for 

Bankruptcy 04/16 

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the 

case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is 

available. 

1. Debtor’s Name Toys “R” Us, Inc. 

2. All other names debtor used 

in the last 8 years 

 Include any assumed names, 

trade names, and doing 

business as names 

3. Debtor’s federal Employer 

Identification Number (EIN) 22-3260693 

4. Debtor’s address Principal place of business 

One Geoffrey Way 

Mailing address, if different from principal place 

of business 

Number Street Number Street 

Wayne, New Jersey 07470 

P.O. Box 

City State Zip Code 

Passaic County, New Jersey 

City State Zip Code 

Location of principal assets, if different from 

principal place of business 

County Number Street 

City State Zip Code 

5. Debtor’s website (URL) https://www.toysrus.com 

6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) 

☐ Partnership (excluding LLP)

☐ Other. Specify: 

 

 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 1 of 20
Debtor Toys “R” Us, Inc. Case number (if known) Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2 

7. Describe debtor’s business 

A. Check One:

☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) 

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A)) 

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6)) 

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply:

☐ Tax-exempt entity (as described in 26 U.S.C. § 501) 

☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 

§ 80a-3) 

☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11)) 

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See 

 http://www.uscourts.gov/four-digit-national-association-naics-codes . 

4521 (Department Stores)

8. Under which chapter of the 

Bankruptcy Code is the 

debtor filing? 

Check One: 

☐ Chapter 7

☐ Chapter 9 

☒ Chapter 11. Check all that apply:

 ☐ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to

insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 

4/01/19 and every 3 years after that). 

 ☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the 

debtor is a small business debtor, attach the most recent balance sheet, statement 

of operations, cash-flow statement, and federal income tax return, or if all of these 

documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). 

 ☐ A plan is being filed with this petition. 

 ☐ Acceptances of the plan were solicited prepetition from one or more classes of 

creditors, in accordance with 11 U.S.C. § 1126(b). 

 ☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the 

Securities and Exchange Commission according to § 13 or 15(d) of the Securities 

Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals 

Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. 

 ☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 

12b-2. 

☐ Chapter 12 

9. Were prior bankruptcy cases 

filed by or against the debtor 

within the last 8 years? 

 If more than 2 cases, attach a 

separate list. 

☒ No 

☐ Yes. District When Case number 

MM/DD/YYYY 

District When Case number 

MM/DD/YYYY 

10. Are any bankruptcy cases 

pending or being filed by a 

business partner or an 

affiliate of the debtor? 

List all cases. If more than 1, 

attach a separate list. 

☐ No 

☒ Yes. Debtor See Rider 1 Relationship Affiliate 

District Eastern District of Virginia 

When 09/18/2017 

Case number, if known _______________________ MM / DD / YYYY 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 2 of 20
Debtor Toys “R” Us, Inc. Case number (if known) Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3 

11. Why is the case filed in this 

district? 

Check all that apply: 

☐ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days 

immediately preceding the date of this petition or for a longer part of such 180 days than in any other 

district. 

☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have 

possession of any real 

property or personal property 

that needs immediate 

attention? 

☒ No 

☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. 

Why does the property need immediate attention? (Check all that apply.) 

☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or 

 safety. 

 What is the hazard?

☐ It needs to be physically secured or protected from the weather. 

☐ It includes perishable goods or assets that could quickly deteriorate or lose value without 

attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related 

assets or other options). 

☐ Other 

Where is the property? 

Number Street 

 

City State Zip Code 

Is the property insured?

☐ No 

☐ Yes. Insurance agency

 Contact name

 Phone 

Statistical and administrative information 

13. Debtor's estimation of 

available funds 

Check one: 

☒ Funds will be available for distribution to unsecured creditors. 

☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

14. Estimated number of 

creditors 

☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000 

☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000 

☐ 100-199 ☐ 10,001-25,000 ☒ More than 100,000 

☐ 200-999 

15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion 

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion 

☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion 

☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 3 of 20
Debtor Toys “R” Us, Inc. Case number (if known) Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4 

16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion 

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion 

☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion 

☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion 

Request for Relief, Declaration, and Signatures 

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to 

$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. 

17. Declaration and signature of 

authorized representative of 

debtor 

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this 

petition. 

I have been authorized to file this petition on behalf of the debtor. 

I have examined the information in this petition and have a reasonable belief that the information is true and 

correct. 

 I declare under penalty of perjury that the foregoing is true and correct. 

Executed on 09/18/2017 

 MM/ DD / YYYY 

 /s/ N. Cornell Boggs, III N. Cornell Boggs, III 

Signature of authorized representative of debtor Printed name 

 Title Authorized Signatory 

18. Signature of attorney  /s/ Michael A. Condyles Date 09/18/2017 

Signature of attorney for debtor MM/ DD/YYYY 

Michael A. Condyles 

Printed name 

Kutak Rock LLP 

Firm name 

901 East Byrd Street, Suite 1000 

Number Street 

Richmond VA 23219-4071 

City 

804-343-5227 

State ZIP Code 

michael.condyles@kutakrock.com 

Contact phone 

27807 VA 

Email address 

Bar number State

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 4 of 20
Fill in this information to identify the case: 

United States Bankruptcy Court for the: 

Eastern District of Virginia 

(State) ☐ Check if this is an 

Case number (if known): Chapter 11 amended filing

 

Rider 1 

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor 

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United 

States Bankruptcy Court for the Eastern District of Virginia for relief under chapter 11 of title 11 of the United States 

Code. The Debtors have moved for joint administration of these cases under the case number assigned to the 

chapter 11 case of Toys “R” Us, Inc. 

Toys “R” Us, Inc. 

Geoffrey Holdings, LLC 

Geoffrey International, LLC 

Geoffrey, LLC 

Giraffe Holdings, LLC 

Giraffe Junior Holdings, LLC 

MAP 2005 Real Estate, LLC 

Toys “R” Us − Value, Inc. 

Toys “R” Us (Canada) Ltd./Toys “R” Us (Canada) Ltee 

Toys “R” Us − Delaware Inc. 

Toys “R” Us Europe, LLC 

Toys “R” Us Property Company II, LLC 

Toys Acquisition, LLC 

TRU Asia, LLC 

TRU Guam, LLC 

TRU Mobility, LLC 

TRU of Puerto Rico, Inc. 

TRU Taj (Europe) Holdings, LLC 

TRU Taj Finance, Inc. 

TRU Taj Holdings 1, LLC 

TRU Taj Holdings 2 Limited 

TRU Taj Holdings 3, LLC 

TRU Taj LLC 

TRU − SVC, Inc. 

Wayne Real Estate Parent Company, LLC 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 5 of 20
49364979_1.docx 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

§ 

In re: § Chapter 11 

§ 

TOYS “R” US, Inc. § Case No. 17-___________(___) 

§ 

 Debtor. § 

§ 

Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 

1. If any of the debtor’s securities are registered under Section 12 of the Securities Exchange Act of 1934, the SEC file 

number is 1-11609 

2. The following financial data is the latest available information and refers to the debtor’s condition on 

April 29, 20171

 

(i) Total assets $ 6,572,000,000 

(ii) Total debts (including debts listed in 2.c., below) $ 7,891,000,000 

(iii) Debt securities held by more than 500 holders 

 Approximate 

number of 

holders: 

secured ☐ unsecured ☐ subordinated ☐ $ 

secured ☐ unsecured ☐ subordinated ☐ $ 

secured ☐ unsecured ☐ subordinated ☐ $ 

secured ☐ unsecured ☐ subordinated ☐ $ 

secured ☐ unsecured ☐ subordinated ☐ $ 

 

(iv) Number of shares of preferred stock 

(v) Number of shares of common stock 49,353,943 

Comments, if any: 

3. Brief description of debtor’s business: Toy and baby product retailer. 

4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more of the 

voting securities of debtor: 

Affiliates of Bain Capital Investors, LLC; Toybox Holdings, LLC; and Vornado Truck LLC 

 1

 Total assets and total debts reflect the latest available, unaudited information and are based solely on the Debtor’s book values.

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 6 of 20
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

TOYS “R” US, INC., ) Case No. 17-___________(___) 

 ) 

 Debtor. ) 

 ) 

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holders Address of Equity Holder Percentage of 

Equity Held 

Toys “R” Us, Inc. 

Toybox Holdings, LLC One Geoffrey Way 

Wayne, New Jersey 07470 32.50% 

Vornado Truck LLC One Geoffrey Way 

Wayne, New Jersey 07470 32.50% 

Affiliates of Bain Capital 

Investors, LLC 

One Geoffrey Way 

Wayne, New Jersey 07470 32.50% 

 1

 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of Bankruptcy 

Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case.

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 7 of 20
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

 ) 

In re: ) Chapter 11 

 ) 

TOYS “R” US, INC., ) Case No. 17-___________(___) 

 ) 

 Debtor. ) 

 ) 

CORPORATE OWNERSHIP STATEMENT 

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the 

following are corporations, other than a government unit, that directly or indirectly own 10% or more of any 

class of the debtor’s equity interest: 

Shareholder Approximate Percentage of Shares Held 

Toybox Holdings, LLC 32.50% 

Vornado Truck LLC 32.50% 

Affiliates of Bain Capital Investors, LLC 32.50% 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 8 of 20
Fill in this information to identify the case: 

 

Debtor name Toys “R” Us, Inc., et al. 

 

United States Bankruptcy Court for the: Eastern District of Virginia  Check if this is an 

Case number (If known): (State) amended filing 

 

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest 

Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the 

debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include 

claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the 

holders of the 50 largest unsecured claims. 

Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

1 BANK OF NEW YORK 

225 LIBERTY STREET 

NEW YORK, NY 10286 

KEVIN MCCARTHY 

GENERAL COUNSEL 

PHONE: 212-495-1784 

FAX: 212-635-1799 

7.375% 

SENIOR 

NOTES, 

DUE FISCAL 

2018 

 N/A $208,340,000 

2 MATTEL 

333 CONTINENTAL BOULEVARD 

EL SEGUNDO, CA 90245 

MARGARET H. GEORGIADIS 

CEO 

PHONE: 310-252-4455 

FAX: 310-252-2567 

EMAIL: margo@mattel.com 

TRADE 

PAYABLE 

 N/A $135,639,021 

3 HASBRO INC. 

ONE HASBRO PLACE 

PROVIDENCE, RI 02903 

BRIAN D. GOLDNER 

CEO 

PHONE: 401-727-5202 

FAX: 401-431-8535 

EMAIL: brian.goldner@hasbro.com 

TRADE 

PAYABLE 

 N/A $59,092,155 

4 GRACO CHILDREN'S PRODUCTS 

INC. 

221 RIVER STREET 

HOBOKEN, NJ 07030 

CANADA 

MARK TARCHETTI 

PRESIDENT 

PHONE: 201-610-6600 

EMAIL: 

mark.tarchetti@newellco.com 

TRADE 

PAYABLE 

 N/A $59,081,865 

5 SPIN MASTER 

121 BLOOR STREET EAST 

TORONTO, ON M4W 3M5 

CANADA 

ANTON RABIE 

CEO 

PHONE: 416-364-6002 

FAX: 416-364-5097 

EMAIL: antonr@spinmaster.com 

TRADE 

PAYABLE 

 N/A $32,768,564 

 1

 The Debtors reserve the right to assert setoff and other rights with respect to any of the claims listed herein.

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 9 of 20
Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

6 LEGO 

555 TAYLOR ROAD 

PO BOX 1600 

ENFIELD, CT 06083 

NIELS CHRISTIANSEN 

CEO 

PHONE: 860-749-2291 

FAX: 860-763-0522 

EMAIL: niels.christiansen@lego.com 

TRADE 

PAYABLE 

 N/A $31,593,125 

7 JUST PLAY (HK) LIMITED 

1900 NW CORPORATE BLVD. 

SUITE 100W 

BOCA RATON, FL 33431 

CHARLIE EMBY 

GEOFFREY GREENBERG 

CO-OWNER & PRESIDENT 

PHONE: 561-988-2323 

FAX: 561-988-2324 

EMAIL: 

cemby@justplayproducts.com 

TRADE 

PAYABLE 

 N/A $28,966,333 

8 BANK OF NEW YORK 

225 LIBERTY STREET 

NEW YORK, NY 10286 

KEVIN MCCARTHY 

GENERAL COUNSEL 

PHONE: 212-495-1784 

FAX: 212-635-1799 

8.750% 

DEBENTUR

ES, DUE 

FISCAL 

2021 

 N/A $21,673,000 

9 MGA ENTERTAINMENT INC. 

16300 ROSCOE BLVD. 

SUITE 150 

VAN NUYS, CA 91406 

ISAAC LARIAN 

CEO 

PHONE: 818-894-3150 

FAX: 818-895-0771 

EMAIL: isaac.larian@mgae.com 

TRADE 

PAYABLE 

 N/A $21,369,966 

10 VTECH ELECTRONICS 

LIMITED1156 W SHURE 

DRIVESUITE 200ARLINGTON 

HEIGHTS, IL 60004 

WILLIAM TO 

PRESIDENT 

PHONE: 847-400-3600 

FAX: 847-400-3601 

EMAIL: william_to@vtechkids.com 

TRADE 

PAYABLE 

 N/A $17,707,740 

11 JAKKS PACIFIC INC 

2951 28TH STREET 

SANTA MONICA, CA 90405 

STEPHEN G. BERMAN 

CEO 

PHONE: 310-455-6218 

FAX: 310-317-8527 

EMAIL: stephanb@jakks.net 

TRADE 

PAYABLE 

 N/A $14,058,896 

12 RADIO FLYER INC. 

6515 WEST GRAND AVENUE 

CHICAGO, IL 60707 

ROBERT PASIN 

CEO 

PHONE: 800-621-7613 

FAX: 773-637-8874 

EMAIL: rfpasin@radioflyer.com 

TRADE 

PAYABLE 

 N/A $12,204,464 

13 SKYROCKET TOYS LLC 

12910 CULVER BLVD. 

LOS ANGELES, CA 90066 

NELO LUCICH 

CEO 

PHONE: 310-822-0515 

FAX: 310-736-6176 

EMAIL: nelol@skyrockettoys.com 

TRADE 

PAYABLE 

 N/A $11,004,986 

14 KIDS II FAR EAST LIMITED. 

333 PIEDMONT ROAD 

SUITE 1800 

ATLANTA, GA 30305 

RYAN GUNNIGLE 

CEO 

PHONE: 800-230-8190 

FAX: 770-751-0543 

EMAIL: rgunnigle@kidsii.com 

TRADE 

PAYABLE 

 N/A $10,070,510 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 10 of 20
Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

15 PACIFIC CYCLE LLC 

4902 HAMMERSLEY ROAD 

MADISON, WI 53711 

JEFF FEHNER 

CEO 

PHONE: 608-268-2468 

FAX: 608-268-8352 

EMAIL: jfehner@pacific-cycle.com 

TRADE 

PAYABLE 

 N/A $9,969,131 

16 MOOSE TOYS PTY LTD 

29 GRANGE RD CHELTENHAM 

MELBOURNE, VIC 3192 

AUSTRALIA 

MANNY STUL 

CHAIRMAN & CO-CEO 

PHONE: 03 9579 7377 

FAX: (+61) 03 9579 7355 

EMAIL: manny@moosetoys.com 

TRADE 

PAYABLE 

 N/A $9,538,166 

17 DOREL JUVENILE GROUP INC 

2525 STATE STREET 

COLUMBUS, IN 47201 

PAUL POWERS 

PRESIDENT & CEO 

PHONE: 800-295-1980 

FAX: 812-372-0977 

EMAIL: ppowers@djgusa.com 

TRADE 

PAYABLE 

 N/A $9,197,609 

18 JAZWARES, INC 

963 SHOTGUN ROAD 

SUNRISE, FL 33326 

JUDD ZEBERSKY 

CEO 

PHONE: 800-845-0800 

FAX: 954-368-8740 

EMAIL: judd@jazwares.com 

TRADE 

PAYABLE 

 N/A $9,065,743 

19 C & T INTERNATIONAL, INC. 

46 WHELAN RD 

EAST RUTHERFORD, NJ 07073 

GEORGE IVALDI 

PRESIDENT 

PHONE: 201-531-1919 

FAX: 201-531-1920 

EMAIL: georgeicnt@aol.com 

TRADE 

PAYABLE 

 N/A $8,683,876 

20 DELTA ENTERPRISE CORP 

114 WEST 26TH STREET 

8TH FLOOR 

NEW YORK, NY 10001 

JOESPH SHAMIE 

PRESIDENT 

PHONE: 212-736-7000 

FAX: 212-645-9032 

EMAIL: 

jshamie@deltaenterprise.com 

TRADE 

PAYABLE 

 N/A $8,001,386 

21 ZURU INC.ENERGY PLAZA92 

GRANVILLE ROADTSIM SHA TSUI, 

HONG KONG 

NICK MOWBRAY 

CEO 

PHONE: 86-20-6661-6100 x8088 

FAX: 86-55-8221-4077 

EMAIL: nick@zuru.com 

TRADE 

PAYABLE 

 N/A $7,855,722 

22 BANDAI AMERICA INC. 

2120 PARK PLACE, SUITE #120 

EL SEGUNDO, CA 90245 

ASHER TAKEUCHI 

CEO 

PHONE: 714-816-9560 

FAX: 714-816-6710 

EMAIL: takeuchia@bandai.com 

TRADE 

PAYABLE 

 N/A $7,798,951 

23 CEPIA LLC 

121 HUNTER AVE 

SUITE 103 

ST. LOUIS, MO 63124 

RUSSELL HORNSBY 

PRESIDENT & CEO 

PHONE: 314-725-4900 x3712 

FAX: 314-725-4919 

EMAIL: rhornsby@cepiallc.com 

TRADE 

PAYABLE 

 N/A $6,737,106 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 11 of 20
Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

24 INTERNATIONAL PLAYTHINGS 

75D LACKAWANNA AVENUE 

PARSIPPANY, NJ 07054 

MIKE VARDA 

PRESIDENT 

PHONE: 973-316-2500 

FAX: 973-316-5883 

EMAIL: michael.varda@intplay.com 

LITIGATION N/A $6,473,425 

25 CABEN ASIA PACIFIC LTD. 

12/F, TAL BUILDING 

JORDAN 

KOWLOON, 

HONG KONG 

MONA LAM 

EXECUTIVE OFFICER 

PHONE: 0852-27369880 

FAX: 0852-23754411 

EMAIL: sandy@caben.com.hk 

TRADE 

PAYABLE 

 N/A $6,449,641 

26 HUFFY CORPORATION 

6551 CENTERVILLE 

BUSINESS PARKWAY 

CENTERVILLE, OH 45459 

WILLIAM A. SMITH 

CEO 

PHONE: 937-865-2800 

FAX: 937-865-5470 

EMAIL: bill.smith@huffybikes.com 

TRADE 

PAYABLE 

 N/A $6,262,973 

27 WILLIAM CARTER CO. 

3438 PEACHTREE ROAD NE 

SUITE 1800 

ATLANTA, GA 30326 

MICHAEL CASSEY 

CEO 

PHONE: 678-791-1000 

FAX: 404-892-0968 

EMAIL: 

michael.cassey@carters.com 

TRADE 

PAYABLE 

 N/A $5,221,247 

28 KENT INTERNATIONAL 

60 EAST HALSEY ROAD 

PARSIPPANY, NJ 07054-3705 

ARNOLD KAMLER 

CEO 

PHONE: 973-434-8224 

FAX: 973-434-8189 

EMAIL: arnold@kent.bike.com 

TRADE 

PAYABLE 

 N/A $5,166,133 

29 EVENFLO COMPANY, INC. 

225 BYERS ROAD 

MIAMISBURG, OH 45342 

JON CHAMBERLAIN 

CEO 

PHONE: 937-773-3971 

FAX: 937-778-5429 

TRADE 

PAYABLE 

 N/A $4,967,763 

30 BABY TREND, INC. 

1607 S. CAMPUS AVENUE 

ONTARIO, CA 91761 

DENNY TSAI 

PRESIDENT 

PHONE: 800-328-7363 

FAX: 909-773-0108 

EMAIL: dennyt@babytrend.com 

TRADE 

PAYABLE 

 N/A $4,923,181 

31 PLAYMATES TOYS INC 

909 N. SEPULVEDA BLVD, STE 

800 

EL SEGUNDO, CA 90245 

THOMAS CHAN 

CEO 

PHONE: 855-807-9515 

FAX: 310-252-8084 

EMAIL: 

Thomas.chan@playmates.net 

TRADE 

PAYABLE 

 N/A $4,537,883 

32 BEST CHAIRS INCONE BEST 

DRIVEFERDINAND, IN 47532 

GLENN LANGE 

CEO 

PHONE: 314-894-9922 

FAX: 812-367-0370 

EMAIL: glange@besthf.com 

TRADE 

PAYABLE 

 N/A $4,268,065 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 12 of 20
Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

33 WOWWEE GROUP LIMITED 

ENERGY PLAZA, 3F 

92 GRANVILLE ROAD 

T.S.T EAST 

 

HONG KONG 

RICHARD YANOFSKY 

CEO 

PHONE: 843-216-6298 

FAX: 852 2724 6931 

EMAIL: richard@wowwee.com 

TRADE 

PAYABLE 

 N/A $4,112,245 

34 RAZOR USA INC 

12723 EAST 166TH STREET 

CERRITOS, CA 90703 

CARLTON CALVIN 

CEO 

PHONE: 562-345-6000 

FAX: 562-345-6084 

EMAIL: ccalvin@razorusa.com 

TRADE 

PAYABLE 

 N/A $4,072,270 

35 AMERICAN GREETINGS CORP. 

ONE AMERICAN BOULEVARD 

CLEVELAND, OH 44145 

ZEV WEISS 

CO-CEO 

PHONE: 216-252-7300 x1440 

FAX: 216-252-6778 

EMAIL: jeff.weiss@amgreetings.com 

TRADE 

PAYABLE 

 N/A $3,868,077 

36 ONTEL PRODUCTS CORP 

21 LAW DRIVE 

FAIRFIELD, NJ 7004 

AMAR KHUBANI 

CEO 

PHONE: 973-439-9000 

FAX: 973-439-9024 

EMAIL: Amar@ontel.com 

TRADE 

PAYABLE 

 N/A $3,796,943 

37 CHAP MEI PLASTIC TOYS MFY. 

LTD. 

UNIT 541, 5/F, SINO INDUSTRIAL 

PLAZA 

9 KAI CHEUNG ROAD 

KOWLOON BAY, KOWLOON 

HONG KONG 

SIMON LAM 

DIRECTOR 

PHONE: 852-2756 0185 

FAX: 852-2796 5840 

EMAIL: cmsimon@chapmei.com 

TRADE 

PAYABLE 

 N/A $3,779,529 

38 FUNKO LLC 

2802 WETMORE AVENUE 

EVERETT, WA 98201 

BRIAN MARIOTTI 

CEO 

PHONE: 425-783-3616 

FAX: 425-252-2454 

EMAIL: contact@funko.com 

TRADE 

PAYABLE 

 N/A $3,690,587 

39 GOODBABY (HONG KONG) 

LIMITED 

NO.20, LUXI RD 

LUJIA TOWN, KUNSHAN CITY 

JIANGSU PROVINCE, 215331 

CHINA 

GREG MANSKER 

CEO 

PHONE: +86 21 3376 3622 

FAX: 86-512-5767-1515 

EMAIL: Gmansker@gbgdesign.com 

TRADE 

PAYABLE 

 N/A $3,688,467 

40 SKIP HOP INC 

146 W 29TH ST 8TH FLR 

NEW YORK, NY 10001 

MICHAEL DIAMANT 

CEO 

PHONE: 212-868-9850 

FAX: 646-607-1989 

EMAIL: michael@skiphop.com 

TRADE 

PAYABLE 

 N/A $3,474,778 

41 MUNCHKIN INC 

7835 GLORIA AVENUE 

VAN NUYS, CA 91406 

ANDY KIEMACH 

PRESIDENT 

PHONE: 800-344-2229 

FAX: 818-893-6243 

EMAIL: 

andy.keimach@munchkin.com 

TRADE 

PAYABLE 

 N/A $3,185,049 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 13 of 20
Name of creditor and complete mailing 

address, including zip code 

Name, telephone number and email 

address of creditor contact 

Nature of 

claim 

(for example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or disputed 

Amount of claim 

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and 

deduction for value of collateral or setoff to 

calculate unsecured claim.

Total 

claim, if 

partially 

secured 

1Deduction 

for value of 

collateral 

or setoff 

[1]

Unsecured 

Claim 

42 SINGING MACHINE CO 

6301 NW 5TH WAY, SUITE 2900 

FORT LAUDERDALE, FL 33309 

GARY ATKINSON 

CEO 

PHONE: 954-596-1000 

FAX: 954-596-2000 

EMAIL: 

garyatkinson@singingmachine.com 

TRADE 

PAYABLE 

 N/A $2,987,798 

43 EXEL INC570 POLARIS PKWY 

WESTERVILLE, OH 43082 

JOHN GILBERT 

CEO 

PHONE: 614-865-8500 

FAX: 614-865-8503 

TRADE 

PAYABLE 

 N/A $2,890,043 

44 INGRAM ENTERTAINMENT INC 

TWO INGRAM BLVD. 

LA VERGNE, TN 37089 

BOB WEBB 

CEO & PRESIDENT 

PHONE: 615-287-4000 

FAX: 615-287-4982 

EMAIL: 

bob.webb@ingramentertainment.co

m 

TRADE 

PAYABLE 

 N/A $2,881,708 

45 SUPER TECHNOLOGY LIMITED 

77 MODY ROAD 

RM 1203-04, 12/F, CHINACHEM 

GOLDEN PLAZA 

TSIM SHA TSU 

EAST KOWLOON, 

HONG KONG 

ALBERT CHAN 

PHONE: 852-27239111 

FAX: 852-27235886 

TRADE 

PAYABLE 

 N/A $2,765,075 

46 THE STEP2 COMPANY LLC 

10010 AURORA-HUDSON ROAD 

STREETSBORO, OH 44241 

LAWTON BLOOM 

INTERIM CEO 

PHONE: 646-321-2008 

FAX: 330-528-0954 

EMAIL: Lbloom@step2.net 

TRADE 

PAYABLE 

 N/A $2,757,456 

47 WARNER BROTHERS 

4001 W OLIVE AVE 

BURBANK, CA 91505 

PAM LIFFORD 

PRESIDENT 

PHONE: 818-954-6111 

FAX: 212-954-7667 

EMAIL: 

Pam.Lifford@warnerbros.com 

TRADE 

PAYABLE 

 N/A $2,618,732 

48 CRAYOLA LLC 

1100 CHURCH LANE 

EASTON, PA 18044-0431 

SMITH HOLLAND 

CEO 

PHONE: 610-253-6271 

FAX: 610-250-5768 

EMAIL: sholland@crayola.com 

TRADE 

PAYABLE 

 N/A $2,586,743 

49 PLAYMOBIL USA, INC. 

26 COMMERCE DRIVE 

CRANBURY, NJ 8512 

SILKE HEINRICH 

CEO 

PHONE: 609-395-5566 

FAX: 609-395-3015 

EMAIL: silke_heinrich@playmobil.de 

TRADE 

PAYABLE 

 N/A $2,541,308 

50 KOLCRAFT PROD 

1100 W. MONROE 

CHICAGO, IL 60607 

SANFRED KOLTUN 

CEO 

PHONE: 312-361-6490 

FAX: 910-944-3536 

EMAIL: anfred.koltun@kolcraft.com 

TRADE 

PAYABLE 

 N/A $2,455,330 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 14 of 20
Fill in this information to identify the case and this filing: 

Debtor Name Toys “R” Us, Inc. 

 

United States Bankruptcy Court for the: Eastern District of Virginia 

 (State) 

Case number (If known): 

Official Form 202 

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and 

submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in 

the document, and any amendments of those documents. This form must state the individual’s position or relationship to the 

debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. 

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property 

by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 

U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the 

partnership; or another individual serving as a representative of the debtor in this case. 

I have examined the information in the documents checked below and I have a reasonable belief that the information is true 

and correct: 

☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) 

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) 

☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) 

☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) 

☐ Schedule H: Codebtors (Official Form 206H) 

☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) 

☐ Amended Schedule

☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders 

(Official Form 204) 

☒ Other document that requires a declaration List of Equity Security Holders, Corporate Ownership 

Statement 

I declare under penalty of perjury that the foregoing is true and correct. 

Executed on 

09/18/2017 

/s/ N. Cornell Boggs, III

 MM/ DD/YYYY Signature of individual signing on behalf of debtor 

 N. Cornell Boggs, III 

 Printed name 

 Authorized Signatory 

 Position or relationship to debtor 

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 15 of 20
1 

TOYS “R” US, INC. 

OMNIBUS RESOLUTIONS 

SEPTEMBER 18, 2017 

 Effective as of the date written above, the undersigned members of the board of directors, 

members of the board of managers, individual managers, sole managers and sole members 

(collectively, the “Board”), as applicable, of the entity first set forth above (the “Company”) 

HEREBY CONSENT to the taking of the following actions and HEREBY ADOPT the 

following resolutions by unanimous written consent (this “Written Consent”) pursuant to the 

Company’s bylaws or limited liability company agreement, as applicable, and the applicable laws 

of the jurisdiction in which the Company is organized: 

Chapter 11 Filing 

WHEREAS, the Board of the Company has considered presentations by the management 

and the financial and legal advisors of the Company regarding the liabilities and liquidity 

situation of the Company, the strategic alternatives available to them and the effect of the 

foregoing on the Company’s business; and 

WHEREAS, the Board of the Company has consulted with the management and the 

financial and legal advisors of the Company and fully considered each of the strategic 

alternatives available to the Company. 

NOW, THEREFORE, BE IT, 

RESOLVED, that in the judgment of the Board of the Company, it is desirable and in the 

best interests of the Company, its creditors and other parties in interest, that the Company 

shall be, and hereby is, authorized to file or cause to be filed a voluntary petition for relief 

(the “Chapter 11 Case”) under the provisions of chapter 11 of title 11 of the United States 

Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern 

District of Virginia (the “Bankruptcy Court”); and 

RESOLVED, that any officers of the Company (collectively, the “Authorized 

Signatories”), acting alone or with one or more other Authorized Signatories be, and they 

hereby are, authorized, empowered and directed to execute and file on behalf of the 

Company all motions, papers, documents, or other filings, and to take any and all action 

that they deem necessary or proper to obtain such relief, including, without limitation, any 

action necessary to maintain the ordinary course operation of the Company’s business. 

Retention of Professionals 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International 

LLP (together, “Kirkland”) as general bankruptcy counsel to represent and assist the 

Company in carrying out its duties under the Bankruptcy Code, and to take any and all 

actions to advance the Company’s rights and obligations, including filing any pleadings; 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 16 of 20
2 

and in connection therewith, each Authorized Officer, with power of delegation, is hereby 

authorized and directed to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed an appropriate application for authority to retain the 

services of Kirkland. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the law firm of Goodmans LLP (“Goodmans”) as general bankruptcy 

counsel to represent and assist the Company in carrying out its duties in connection with 

possible Canadian insolvency proceedings, and to take any and all actions to advance the 

Company’s rights and obligations, including filing any pleadings; and in connection 

therewith, each Authorized Officer, with power of delegation, is hereby authorized and 

directed to execute appropriate retention agreements, pay appropriate retainers, and to 

cause to be filed an appropriate application for authority to retain the services of 

Goodmans. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the law firm of Munger, Tolles & Olson LLP (“MTO”) as general 

bankruptcy counsel to represent and assist each independent director, manager, or member 

of the Company in carrying out its duties under the Bankruptcy Code, and to take any and 

all actions to advance the Company’s rights and obligations, including filing any pleadings; 

and in connection therewith, each Authorized Officer, with power of delegation, is hereby 

authorized and directed to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed an appropriate application for authority to retain the 

services of MTO. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the firm Lazard Frères & Co., LLC (“Lazard”) as investment banker 

and financial advisor to, among other things, assist the Company in evaluating its business 

and prospects, developing a long-term business plan, developing financial data for 

evaluation by its Board, creditors, or other third parties, in each case, as requested by the 

Company, evaluating the Company’s capital structure, responding to issues related to the 

Company’s financial liquidity, and in any sale, reorganization, business combination, or 

similar disposition of the Company’s assets; and in connection therewith, each Authorized 

Officer, with power of delegation, is hereby authorized and directed to execute appropriate 

retention agreements, pay appropriate retainers, and to cause to be filed an appropriate 

application for authority to retain the services of Lazard. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the firm Alvarez & Marsal North America, LLC (“A&M”) as 

restructuring advisor to, among other things, assist the Company in evaluating its business 

and prospects, developing a long-term business plan, developing financial data for 

evaluation by its Board, creditors, or other third parties, in each case as requested by the 

Company, evaluating the Company’s capital structure, responding to issues related to the 

Company’s financial liquidity, and in any sale, reorganization, business combination, or 

similar disposition of the Company’s assets; and in connection therewith, each Authorized 

Officer, with power of delegation, is hereby authorized and directed to execute appropriate 

retention agreements, pay appropriate retainers, and to cause to be filed an appropriate 

application for authority to retain the services of A&M. 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 17 of 20
3 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the firm of Prime Clerk LLC (“Prime Clerk”) as notice and claims agent 

and administrative advisor to represent and assist the Company in carrying out its duties 

under the Bankruptcy Code, and to take any and all actions to advance the Company’s 

rights and obligations; and in connection therewith, each Authorized Officer, with power 

of delegation, is hereby authorized and directed to execute appropriate retention 

agreements, pay appropriate retainers, and to cause to be filed appropriate applications for 

authority to retain the services of Prime Clerk. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ the firm of Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) as 

communications consultant to represent and assist the Company in conducting crisis and 

restructuring communications; and in connection therewith, each Authorized Officer, with 

power of delegation, is hereby authorized and directed to execute appropriate retention 

agreements, pay appropriate retainers, and to cause to be filed appropriate applications for 

authority to retain the services of Joele Frank. 

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and 

directed to employ any other professionals to assist the Company in carrying out its duties 

under the Bankruptcy Code; and in connection therewith, each Authorized Officer, with 

power of delegation, is hereby authorized and directed to execute appropriate retention 

agreements, pay appropriate retainers and fees, and to cause to be filed an appropriate 

application for authority to retain the services of any other professionals as necessary. 

RESOLVED, that each of the Authorized Officers be, and hereby is, with power of 

delegation, authorized, empowered and directed to execute and file all petitions, schedules, 

motions, lists, applications, pleadings, and other papers and, in connection therewith, to 

employ and retain all assistance by legal counsel, accountants, financial advisors, and other 

professionals and to take and perform any and all further acts and deeds that such 

Authorized Officer deems necessary, proper, or desirable in connection with the 

Company’s Chapter 11 Case, with a view to the successful prosecution of each such case.

General 

RESOLVED, that, in addition to the specific authorizations heretofore conferred upon 

each Authorized Officer, each Authorized Officer (and his designees and delegates) be, 

and hereby is, authorized and empowered, in the name of and on behalf of the Company, 

to take or cause to be taken any and all such other and further action, and to execute, 

acknowledge, deliver and file any and all such agreements, certificates, instruments and 

other documents and to pay all expenses, including but not limited to filing fees, in each 

case as in such Authorized Officer’s (or his designees’ or delegates’) judgment, shall be 

necessary, advisable or desirable in order to fully carry out the intent and accomplish the 

purposes of the resolutions adopted herein. 

RESOLVED, that the Board of the Company has received sufficient notice of the actions 

and transactions relating to the matters contemplated by the foregoing resolutions, as may 

be required by the organizational documents of the Company, or hereby waives any right 

to have received such notice. 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 18 of 20
4 

RESOLVED, that all acts, actions and transactions relating to the matters contemplated 

by the foregoing resolutions done in the name of and on behalf of the Company, which acts 

would have been approved by the foregoing resolutions except that such acts were taken 

before the adoption of these resolutions, are hereby in all respects approved and ratified as 

the true acts and deeds of the Company with the same force and effect as if each such act, 

transaction, agreement or certificate has been specifically authorized in advance by 

resolution of the Board of the Company. 

RESOLVED, that each Authorized Officer (and his designees and delegates) be, and 

hereby is, authorized and empowered to take all actions, or to not take any action in the 

name of the Company, with respect to the transactions contemplated by these resolutions 

hereunder, as such Authorized Officer shall deem necessary or desirable in such 

Authorized Officer’s reasonable business judgment, as may be necessary or convenient to 

effectuate the purposes of the transactions contemplated herein. 

 This Consent may be executed in as many counterparts as may be required; all counterparts 

shall collectively constitute one and the same Consent. 

* * * * * * * * * * * * * * 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 19 of 20
[Signature Page - Omnibus Written Consent] 

IN WITNESS WHEREOF, this resolution having been passed unanimously at a 

telephonic board meeting, the authorized signatory signs below.

/s/ N. Cornell Boggs, III 

 N. Cornell Boggs, III 

 Executive Vice President - General Counsel & 

Corporate Secretary 

 

 

Case 17-34665-KLP Doc 1 Filed 09/19/17 Entered 09/19/17 00:32:17 Desc Main

 Document Page 20 of 20