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

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

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

KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue KIRKLAND & ELLIS LLP

New York, New York 10022 KIRKLAND & ELLIS INTERNATIONAL LLP

Telephone: (212) 446-4800 300 North LaSalle

Facsimile: (212) 446-4900 Chicago, Illinois 60654

Telephone: (312) 862-2000

-and- Facsimile: (312) 862-2200

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

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)

)

) Re: Docket No. 711

FINAL ORDER (A) AUTHORIZING THE NORTH AMERICAN 

DEBTORS’ ENTRY INTO WAIVERS WITH RESPECT TO ABL/FILO DIP 

DOCUMENTS AND THE TERM DIP DOCUMENTS AND (B) AMENDING 

FINAL ORDER (I) AUTHORIZING THE NORTH AMERICAN DEBTORS TO 

OBTAIN POSTPETITION FINANCING, (II) AUTHORIZING THE NORTH 

AMERICAN 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 (VI) GRANTING RELATED RELIEF 

_____________________________________________________________________________

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

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

Administration of Chapter 11 Cases and (II) Granting Related Relief filed contemporaneously 

herewith. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470

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Upon the Motion (the “Motion”) of the Debtors seeking an order (this “Order”) 

(A) authorizing the North American Debtors to enter into that certain Waiver substantially in the 

form attached hereto as Exhibit 1 (the “ABL/FILO Waiver”) and that certain Waiver 

substantially in the form attached hereto as Exhibit 2 (the “Term DIP Waiver” and together with 

the ABL/FILO Waiver, the “Waivers”) and (B) amending the Final Order (I) Authorizing The 

North American Debtors To Obtain Postpetition Financing, (II) Authorizing The North American 

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 (VI) Granting Related Relief [Docket No. 711] (the 

“Final DIP Order” and the amendments thereto, the “DIP Order Amendments”) 2 ; and the 

Motion, and opportunity for a hearing, being consistent with paragraph 6 of the Final DIP Order 

and the Order (I) Establishing Certain Notice, Case Management, And Administrative 

Procedures And (II) Granting Related Relief [Docket No. 129], and appropriate under the 

circumstances; and a hearing to consider approval of the Motion having been held by this Court 

on March 20, 2018 (the “Interim Hearing”); and the Court having entered an order approving the 

relief requested in the Motion on an interim basis on March 21, 2018 [Docket No. 2318] (the 

“March 21 Order”), as amended by the orders entered by the Court on March 27, 2018 [Docket 

No. 2427] (the “March 27 Order”), April 13, 2018 [Docket No. 2713] (the “April 13 Order”) and

April 20, 2018 [Docket No. 2796] (the “April 20 Order” and, together with the March 21 Order, 

the March 27 Order and the April 13 Order, the “Interim Orders”); and a hearing to consider 

approval of the Motion on a final basis having been held on April 24, 2018 (the “Final 

Hearing”), and the Court having determined that the legal and factual bases set forth in the 

2 All capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Final 

DIP Order and the Motion, as applicable. 

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Motion and at the Interim Hearing and the Final Hearing establish just cause for the relief 

granted herein; and upon the record made in the Motion and at the Interim Hearing and Final 

Hearing, and after due deliberation and good and sufficient cause having been shown;

IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED THAT:

1. Disposition. The relief requested in the Motion is GRANTED ON A FINAL 

BASIS in accordance with the terms of this Order. Any objections to the Motion that have not 

been withdrawn, waived or settled, and all reservations of rights included therein, are hereby 

DENIED and OVERRULED on the merits.

2. Jurisdiction, Venue. This Court has core jurisdiction over the Chapter 11 Cases, 

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

1334 and the Standing Order of Reference from the United States District Court for the Eastern 

District of Virginia, dated August 15, 1984. Venue is proper before this Court pursuant to 

28 U.S.C. §§ 1408 and 1409. This Court may enter this final Order consistent with Article III of 

the United States Constitution.

3. Notice. The notice given by the Debtors of the Motion, the relief requested 

therein and the Interim Hearing and Final Hearing thereon constitutes proper, timely, adequate 

and sufficient notice thereof and complies with the Bankruptcy Code, the Bankruptcy Rules, the 

Local Bankruptcy Rules and any other applicable law, and no other or further notice thereof is 

required.

4. Continued Application of Final DIP Order. The Final DIP Order shall remain 

unchanged and in full force and effect, including with respect to the Waivers, except to the extent 

expressly modified by this Order and by the terms of the ABL/FILO Waiver or the Term DIP 

Waiver, and the budgets attached thereto and hereto as Exhibit 3 (the “Wind-Down Budget”). 

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For the avoidance of doubt, nothing herein or in the Waivers shall modify or amend the 

provisions in the Final DIP Order regarding 506(c), 552(b) or marshalling or any terms of the 

Final DIP Order governing the permitted use of DIP Loans, Cash Collateral, DIP Collateral or 

Prepetition Collateral, and all such provisions shall remain fully applicable with all parties’ rights 

reserved. All factual and other findings and conclusions of law contained in the Final DIP Order 

shall remain fully applicable, including with respect to the ABL/FILO Waiver or the Term DIP 

Waiver, except to the extent specifically modified herein, subject to the Creditors’ Committee’s 

challenge rights as preserved in the Stipulation and Agreed Order Extending the Challenge 

Period Through March 30, 2018 [Docket No. 1772], and the Second Stipulation and Agreed 

Order Extending the Challenge Period Through April 30, 2018 [Docket No. 2465], or as further 

agreed by the parties or ordered by the Court. 

5. Authority to Enter into the Waivers. The Borrowers are authorized to enter into 

the ABL/FILO Waiver and the Term DIP Waiver, to make, execute, and deliver all instruments 

and documents, and to perform all acts in connection therewith that may be reasonably required 

for the Borrowers’ performance of their obligations under the ABL/FILO Waiver and the Term 

DIP Waiver.

6. Waivers Valid and Binding. The terms of both the ABL/FILO Waiver and the 

Term DIP Waiver are hereby approved. Upon execution and delivery of the ABL/FILO Waiver, 

and upon the satisfaction (or waiver) of the conditions to effectiveness set forth in the ABL/FILO 

Waiver, the ABL/FILO Waiver shall constitute (a) one of the ABL/FILO DIP Documents and 

(b) a valid and binding obligation of each of the parties thereto, enforceable against each party 

thereto in accordance with the terms thereof. Upon execution and delivery of the Term DIP 

Waiver, and upon the satisfaction of the conditions to effectiveness set forth in the Term DIP 

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Waiver, the Term DIP Waiver shall constitute (a) one of the Term DIP Documents and (b) a

valid and binding obligation of each of the parties thereto, enforceable against each party thereto 

in accordance with the terms thereof. Except as otherwise provided in this Order, the Interim 

Orders, the Final DIP Order, the ABL/FILO DIP Documents or the Term DIP Documents, 

no obligation or payment under the ABL/FILO Waiver, the Term DIP Waiver, the Interim 

Orders, or this Order shall be stayed, restrained, voidable, avoidable, or recoverable under the 

Bankruptcy Code or under any applicable law, or subject to any defense, reduction, setoff, 

recoupment, or counterclaim.

7. Wind-Down Budget. The Wind-Down Budget (including its constituent Domestic 

Wind-Down Budget and Canadian Going Concern Budget (each as defined in the Waivers)) is 

hereby approved.

8. Good Cause. Good cause has been shown for the entry of this Order. The relief 

requested in the Motion is in the best interests of the Debtors, their creditors and their estates and 

all other parties-in-interest in these Chapter 11 Cases, and is necessary, essential, and appropriate 

for the management and preservation of the Debtors’ estates. The terms of each of the 

ABL/FILO Waiver and the Term DIP Waiver are fair and reasonable, reflect the Debtors’ 

exercise of prudent business judgment, and are supported by reasonably equivalent value and fair 

consideration.

9. Amendment of Final DIP Order. The Final DIP Order is hereby amended as 

follows:

a. Paragraph 9(a)(iii) of the Final DIP Order is replaced with:

“to the extent allowed at any time, whether by interim order, 

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

“Allowed Professional Fees”) incurred by persons or firms 

retained by the Debtors pursuant to section 327, 328 or 363 of the 

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Bankruptcy Code (the “Debtor Professionals”) and the creditors’ 

committee (the “Creditors’ Committee”) pursuant to section 328 

or 1103 of the Bankruptcy Code (the “Committee Professionals”

and, together with the Debtor Professionals, the “Professional 

Persons”), allocable to the Borrowers and, with respect to each 

Professional Person, (i) accrued on or prior to March 15, 2018, 

plus (ii) not in excess of the aggregate amounts provided for such 

Professional Person pursuant to the Domestic Wind-Down Budget 

(as defined in the amendments to the ABL/FILO DIP Credit 

Agreement and the Term DIP Credit Agreement dated March 20, 

2018)3 for the period from March 15, 2018 (prorated for the month 

of March 2018) through the date to which such allowed amounts 

accrued (in each case other than any restructuring, sale or other 

success fee of any investment bankers or financial advisors of the 

Debtors or any committee, and other than fees and expenses of 

third party professionals employed by Creditors’ Committee 

members) at any time before or on the first business day following 

delivery by a DIP Agent of a Carve-Out Trigger Notice (as defined 

below), whether allowed by this Court prior to or after delivery of 

a Carve-Out Trigger Notice; and”

b. Paragraph 9(a)(iv) of the Final DIP Order is replaced with:

“Allowed Professional Fees of Professional Persons in an 

aggregate amount not to exceed: $2,500,000 incurred after the first 

business day following delivery by a DIP Agent of the Carve-Out 

Trigger Notice to the extent allowed at any time, whether by 

interim order, procedural order or otherwise, and allocable to the 

Borrowers pursuant to the DIP Budget (the amounts set forth in 

this clause (iv) being the “Post-Carve-Out Trigger Notice 

Cap”).”

c. Paragraph 9 of the Final DIP Order is supplemented by adding the 

following at the end thereof:

“Notwithstanding anything to the contrary in this Order or in any 

of the DIP Documents, all rights of the ABL/FILO DIP Secured 

Parties and the Term DIP Secured Parties with respect to the 

allocation of the Carve-Out as between the ABL Collateral (as 

defined in the DIP ICA) and the Term Collateral (as defined in the 

DIP ICA) are fully reserved.”

3 To the extent that the amounts accrued in a particular month for any Professional Person is less than the 

amount budgeted for such Professional Person under the Domestic Wind-Down Budget (any such amount, 

a “Budget Surplus”), the amount budgeted under the Domestic Wind-Down Budget for such Professional 

Person in subsequent months shall increase by any aggregate Budget Surplus.

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d. Paragraph 18(c) of the Final DIP Order is amended by replacing clause (ii) 

thereof with the following:

“(ii) the Ad Hoc Group of B-2 Term Lenders and B-3 Term 

Lenders, limited to an aggregate of $50,000 per month of (A) the 

reasonable and documented hourly fees and expenses of Arnold & 

Porter Kaye Scholer LLP as counsel to the Ad Hoc Group of B-2

Term Lenders and B-3 Term Lenders, and (B) the reasonable and 

documented hourly fees and expenses of Huron Consulting Group 

Inc. as financial advisor to the Ad Hoc Group of B-2 Term Lenders 

and B-3 Term Lenders; which payments shall, in the case of both 

(i) and (ii) above, be made in the manner provided for in paragraph 

19 below; provided that the members of such Ad Hoc Group of B2/B-3 Lenders shall also have access to the work product of, and 

be entitled to consult with, Houlihan Lokey Capital Inc. with 

respect to matters not involving a conflict between the interests of 

Term B-2/B-3 Lenders, on the one hand, and Term B-4 Lenders, 

on the other hand; and provided further that the Ad Hoc Group of 

B-4 Term Lenders will be limited to an aggregate of $50,000 per 

month in professional fee and expense reimbursements under this 

Paragraph with respect to matters involving a conflict between the 

interests of Term B-2/B-3 Lenders, on the one hand, and Term B-4

Lenders, on the other hand. Notwithstanding anything to the 

contrary in the Final DIP Order, the Debtors shall no longer be 

authorized or permitted to make any Adequate Protection 

Payments (as defined in the Final DIP Order), except to the extent 

expressly made in accordance with the Wind-Down Budget.”

e. Paragraph 37 of the Final DIP Order is supplemented4 by adding the 

following at the end thereof:5

“To the extent that any of the obligations of the Canadian 

ABL/FILO Borrower under the ABL/FILO DIP Documents are 

satisfied, as to any ABL/FILO DIP Secured Party, by or with funds 

of the US Borrower or any other North American Debtor, such 

obligations shall not be discharged (unless and until ultimately 

paid or reimbursed by the Canadian ABL/FILO Borrower), but 

rather the US Borrower or such North American Debtor, as the 

case may be (in such capacity, the “Subrogated Borrower”), shall 

(in addition to any other rights granted to sureties under applicable 

law) be subrogated to the rights of the applicable ABL/FILO DIP 

4 Except as expressly set forth this paragraph 9(e) of this Order, nothing in this Order shall amend, modify or 

limit in any way paragraph 37 of the Final DIP Order.

5 To clarify that the Collateral is released and the obligations terminated if the amount of the subrogated 

claim is subsequently reimbursed by the Canadian ABL/FILO Borrower.

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Lenders, shall stand in the position of the applicable ABL/FILO 

DIP Lenders, and shall be entitled to all the equities of the 

applicable ABL/FILO DIP Lenders, in each case with respect to 

such obligations of the Canadian ABL/FILO Borrower, and such 

rights of the applicable ABL/FILO DIP Lenders to which the 

Subrogated Borrower has been subrogated and such obligations of 

the Canadian ABL/FILO Borrower to the Subrogated Borrower 

shall constitute Collateral subject to all of the Liens securing the 

DIP Obligations and all of the Adequate Protection Liens including 

the Canadian DIP Charge granted by the Canadian Court, in each 

case without set off, counterclaim, or recoupment of any kind, until 

ultimately paid or reimbursed by the Canadian ABL/FILO 

Borrower. For the avoidance of doubt, any such subrogation rights 

shall be subject to Section 10.07 of the ABL/FILO DIP Credit 

Agreement, and any liens granted in such subrogation rights and 

any exercise thereof shall be subject to the DIP ICA. The US 

Borrower is hereby authorized and directed to use proceeds of 

Prime Rate Loans issued (as defined in the ABL/FILO DIP Credit 

Agreement) on the effective date of the Waivers, in an amount 

equal to the U.S. dollar equivalent of CAD $5,112,945.28, to cash 

collateralize the Canadian Letter of Credit Outstandings (as 

defined in the ABL/FILO DIP Credit Agreement) in accordance 

with the ABL/FILO Waiver; provided that the US Borrower’s 

claims in respect thereof shall be subrogated to the claims of the 

ABL/FILO DIP Lenders in accordance with the terms of this 

Order.”

10. Lazard Fees. Notwithstanding anything to the contrary in this Order, the Interim 

Orders, the Final DIP Order, the Interim DIP Order, the DIP Documents, or the Order (I) 

Authorizing the Employment and Retention of Lazard Frères & Co. LLC as Investment Banker to 

the Debtors and Debtors in Possession, Effective Nunc Pro Tunc to the Petition Date, (II) 

Modifying Certain Time Keeping Requirements, and (III) Granting Related Relief [Docket No. 

732] (the “Lazard Retention Order”), any sale or transaction fees payable to Lazard Frères & Co 

(“Lazard”) pursuant to the Lazard Retention Order in connection with any asset sales of 

Collateral shall be added to the Carve-Out (payable subject to further order of the Court), and 

shall have priority over and be paid before any amounts included in the ABL Wind-Down Carve 

Out, or the Term Loan Wind-Down Carve Out, or any DIP Obligations, in each case from the 

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proceeds of such asset sales at the closing of such asset sales, but subject to clawback for the 

account of a particular Debtor and/or adjustment or allocation across Debtors to the extent 

aggregate fees earned by Lazard exceed the cap set forth in paragraph 16 of the Lazard Retention 

Order.

11. Wind-Down Order. Notwithstanding anything to the contrary in this Order, the 

Interim Orders, the Final DIP Order, the Interim DIP Order, or the DIP Documents, any and all 

fees, costs and/or expenses payable to the Consultants (as defined in the Order (I) Authorizing 

the Debtors to Wind-Down U.S. Operations, (II) Authorizing the Debtors to Conduct U.S. Store 

Closings, (III) Enforcing and Administrative Stay, and (IV) Granting Related Relief (the “WindDown Order”)), pursuant to the Wind-Down Order or the Order (I) Authorizing the Debtors to 

Enter into the Consulting Agreements, (II) Authorizing and Approving the Conduct of Store 

Closing Sales, With Such Sales to Be Free and Clear of All Liens, Claims and Encumbrances, 

(III) Authorizing Customary Bonuses to Employees of Closing Stores, and (IV) Granting Related 

Relief (the “Initial Store Closing Order”) shall be added to the Carve-Out, and have priority over 

and be paid before any amounts included in the ABL Wind-Down Carve Out, or the Term Loan 

Wind-Down Carve Out, or any DIP Obligations, provided that the Consultants shall not share in 

the Post-Carve-Out Trigger Notice Cap.

12. Wind-Down Priorities. The DIP Order is amended to reflect that amounts 

(i) payable to employees of the DIP Loan Parties (other than the Canadian ABL/FILO 

Borrower), (ii) payable to taxing authorities on account of trust fund taxes incurred by the DIP 

Loan Parties (other than the Canadian ABL/FILO Borrower), including payroll taxes and sales 

and use taxes, or (iii) payable to third party vendors, in each case, on account of goods (other 

than, except as and to the extent provided in 12(b) and 12(c) below, merchandise inventory) or 

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services (including, without limitation, third-party landlords and other third party service 

providers) in the case of each of (i)-(iii) on account of goods or services actually provided to or 

trust fund taxes incurred by the DIP Loan Parties (other than the Canadian ABL/FILO 

Borrower), in each case incurred by the Debtors on or after the dates specified below 

(collectively, the “Employee and New Value Expenses”), shall have superpriority status under 

section 364 of the Bankruptcy Code solely to the extent set forth below:

a. subject only to the Carve Out, allowed and unpaid Employee and New Value 

Expenses not to exceed the amount therefor set forth in the “Domestic WindDown Budget” attached to the ABL/FILO Waiver as Exhibit A thereto (provided 

that Employee and New Value Expenses of the type described in clause (iii) of the 

definition thereof, shall not be subject to limitation by such budget) incurred by 

the DIP Loan Parties (other than the Canadian ABL/FILO Borrower) on or after 

March 15, 2018 and before the earlier to occur of (x) the repayment in full in cash 

of all ABL/FILO DIP Obligations and (y) the date that is five (5) Business Days 

following written notice by the ABL/FILO DIP Lenders to (i) the Debtors, (ii) the 

Creditors’ Committee, (iii) the Term DIP Agent and (iv) the US Trustee, of any 

Event of Default under the ABL/FILO DIP Facility (the “ABL/FILO EOD 

Notice”) shall be senior to all liens and claims securing the ABL/FILO DIP 

Facility and the Term DIP Facility, the Canadian Intercompany DIP Facility, the 

Wayne DIP Facility, Adequate Protection Liens, and the 507(b) Claims, and any 

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

Obligations, or the obligations secured pursuant to any prepetition secured 

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facilities (including the Prepetition Term Loan Credit Facility and the Prepetition 

ABL/FILO Credit Facility) (the “ABL Wind-Down Carve Out”); and

b. (i) allowed and unpaid Employee and New Value Expenses not to exceed the 

amount therefor set forth in the “Domestic Wind-Down Budget” attached to the 

Term DIP Waiver as Exhibit A thereto (provided that Employee and New Value 

Expenses of the type described in clause (iii) of the definition thereof (but 

excluding merchandise inventory), shall not be subject to limitation by such 

budget) incurred by the DIP Loan Parties (other than the Canadian ABL/FILO 

Borrower) on or after March 5, 2018 through the earlier to occur of (x) the 

repayment in full in cash of all Term DIP Obligations and the obligations under 

Prepetition Term Loan and (y) the date that is five (5) Business Days following 

written notice by the Term DIP Lenders to (1) the Debtors, (2) the Creditors’

Committee, (3) the ABL/FILO DIP Agent and (4) the US Trustee, of any Event of 

Default under the Term DIP Facility (the “Term Loan EOD Notice”), (ii) the 

obligation to fund the Merchandise Reserve as set forth below shall be (x) senior 

to all liens and claims securing the Term DIP Facility, the Canadian Intercompany 

DIP Facility, the Wayne DIP Facility, Prepetition Term Loan Adequate Protection 

Liens, and the 507(b) Claims, and any and all other forms of adequate protection, 

liens, or claims securing the Term DIP Obligations, or the obligations secured 

pursuant to the Prepetition Term Loan Credit Facility, and (y) junior only to the 

Carve Out, the ABL Wind-Down Carve Out, and, with respect to the Prepetition 

ABL/FILO Priority Collateral, the ABL/FILO DIP Liens, the Prepetition 

ABL/FILO Adequate Protection Liens, and the Contingent ABL/FILO Liens (the 

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“Term Loan Wind-Down Carve Out”) and (iii) the funds in the Merchandise 

Reserve shall be (x) free and clear of all liens and claims securing the Term DIP 

Facility, the Canadian Intercompany DIP Facility, the Wayne DIP Facility, 

Prepetition Term Loan Adequate Protection Liens, and the 507(b) Claims, and 

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

DIP Obligations, or the obligations secured pursuant to the Prepetition Term Loan 

Credit Facility and (y) subject only to the Carve Out, the ABL Wind-Down Carve 

Out, the ABL/FILO DIP Liens, and, with respect to the Prepetition ABL/FILO 

Priority Collateral, the Prepetition ABL/FILO Adequate Protection Liens, and the 

Contingent ABL/FILO Liens.

c. The US Borrower shall establish a reserve in a segregated account (the 

“Merchandise Reserve”), which Merchandise Reserve shall be in an amount equal 

to the cost of all merchandise received by the DIP Loan Parties6 (other than the 

Canadian ABL/FILO Borrower) for the period on and after March 5, 2018 and 

that has not been paid for, which amounts shall be subject to a reconciliation to be 

determined by the Debtors, subject to consultation, review, and objection by the 

6 As used herein, the clause “cost of all merchandise received by the DIP Loan Parties” refers to the 

contracted price of such merchandise between the selling vendor or its agent and the applicable DIP Loan 

Party, giving effect to any allowances, rebates or reductions under applicable agreements solely if and to 

the extent such allowance, rebates, or reductions are applicable to the invoices at issue. In addition, for 

purposes of determining when merchandise is “received” as used herein, received shall be determined by 

when: (i) such merchandise is received by the DIP Loan Parties at their distribution centers, or (ii) to the 

extent any merchandise is not transported to any of the Loan Parties’ distribution centers, such merchandise 

is received at domestic docks for pickup by the Loan Parties or their agents, or (iii) in the case of any 

merchandise that is fulfilled through online ordering, such merchandise is received by the Loan Parties’ 

customers in fulfillment of such online orders placed through the Loan Parties’ websites. For the avoidance 

of doubt, any merchandise for which a DIP Loan Party already paid, or any merchandise initially accepted 

by a DIP Loan Party but subsequently returned to the selling vendor or its agent, shall not be counted as 

inventory that was received by the DIP Loan Party for purposes of calculating the “cost of merchandise 

received by the DIP Loan Parties” hereunder. In addition, nothing herein shall impair or affect the right of 

any DIP Loan Party to contest any invoice to the extent it is inconsistent with any applicable agreement 

with a selling vendor, subject to any party’s claims, rights or defenses thereto.

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Claims Oversight Representative (as defined below), the Creditors’ Committee 

and the DIP Secured Parties, and shall be without prejudice to the rights of any 

other party-in-interest to object to the reconciled amount of the Merchandise 

Reserve. Within three (3) Business Days’ after the completion of such 

reconciliation of size of the Merchandise Reserve, the Debtors shall file a 

statement on the public Court docket in these cases disclosing the reconciled 

amount of the Merchandise Reserve. The Merchandise Reserve shall be funded 

only after the later of (x) the payment in cash in full of all Obligations (as defined 

in the ABL/FILO DIP Credit Agreement)7 and (y) on the schedule set forth in the 

Wind Down Budget for payment of claims for merchandise received on or after 

March 5, 2018. 8 All parties’ rights and claims regarding an allocation of the 

Merchandise Reserve, including the right to assert that (i) all or a portion of the 

Merchandise Reserve should be allocated to payment of goods received from and 

after March 5, 2018, and (ii) all or a portion of the Merchandise Reserve should 

be allocated ratably among all holders of unpaid chapter 11 administrative 

7 For the avoidance of doubt, indemnity rights of the ABL/FILO DIP Secured Parties shall survive the 

payment in full of the ABL/FILO DIP Obligations, with the lien and claim priority granted under the Final 

DIP Order and recourse to all property of the DIP Loan Parties’ estates including the Merchandise Reserve. 

In the event that the ABL/FILO Secured Parties obtain payment from the Merchandise Reserve, the 

obligation of the US Borrower to maintain the Merchandise Reserve in the agreed amount shall continue 

and the Merchandise Reserve shall be replenished, including from the Collateral securing the Term DIP 

Obligations and/or the Prepetition Term Loan Credit Facility, consistent with this Order. 

8 For the avoidance of doubt, the timing of funding the Merchandise Reserve shall not impact the obligation 

to fund the Merchandise Reserve nor shall it impact the inclusion of the Merchandise Reserve in the Term 

Loan Wind-Down Carve Out. Nor shall the obligation to fund the Merchandise Reserve in accordance with 

this Order be affected by a subsequent Event of Default or other limitations imposed by the Wind Down 

Budget. 

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expense claims or otherwise, shall be expressly reserved and any distributions 

from the Merchandise Reserve are subject to further order of the Court.9

d. The Merchandise Reserve shall be funded only from the Collateral securing the 

Term DIP Obligations and/or the Prepetition Term Loan Credit Facility. Upon 

entry of this Order, and in accordance with Paragraph 21 hereof, the ABL WindDown Carve Out and the Term Loan Wind-Down Carve Out, including the 

Debtors’ obligation to fund the Merchandise Reserve (and the DIP Lenders’ and 

Prepetition Secured Parties’ consent to such funding), solely pursuant to clauses 

(a)-(c) above shall remain binding regardless of any subsequent events, including 

the appointment of a trustee, the conversion of these cases to cases under Chapter 

7 of the Bankruptcy Code, or dismissal of these cases. Additionally, 

notwithstanding any conversion of these cases to cases under Chapter 7 of the 

Bankruptcy Code or any dismissal of these cases, any funds held in the 

Merchandise Reserve shall be preserved and, subject to footnote 7 of this Order 

and any amounts payable to a liquidating trustee or its professionals on account of 

the disbursement or administration of the Merchandise Reserve, shall be used 

exclusively for the purpose of making distributions to the holders of unpaid 

chapter 11 administrative expense claims in accordance with the order of the 

Court governing such distributions.

9 In connection with any claims or causes of action, all rights are reserved with respect to whether any legal 

or factual significance should be attached to the use of the March 5, 2018 date in this Order in connection 

with the funding of the Merchandise Reserve. Without limiting the foregoing, all rights are reserved to 

argue that the use of the March 5, 2018 date should not give rise to any inference that there may not be 

claims or causes of action arising out of acts or omissions that occurred prior to March 5, 2018 or as to the 

absence of damages relating to the period prior to March 5, 2018.

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e. Promptly upon receipt of the ABL/FILO EOD Notice and/or the Term Loan EOD 

Notice, the Borrowers shall provide notice of such default to all known providers 

of goods and services, including, without limitation, to the creditors who have 

been approved to provide such goods and services by Authorized Approvers. 

Upon the occurrence of an Event of Default under either the ABL/FILO DIP 

Facility or the Term DIP Facility, the ABL/FILO DIP Lenders or the Term DIP 

Lenders, as applicable, shall promptly file a copy of the ABL/FILO EOD Notice 

and/or the Term Loan EOD Notice, as applicable, on the Court’s docket and serve 

a copy of such notice upon: (i) counsel to the Debtors, (ii) counsel to the 

Creditors’ Committee, (iii) the U.S. Trustee, and (iv) all parties who have 

requested notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. 

f. Upon the delivery of an ABL/FILO EOD Notice and/or a Term Loan EOD 

Notice, during the five business day period after delivery thereof (the “ENVE Cap 

Notice Period”) the DIP Secured Parties shall negotiate in good faith with the 

Debtors and the Creditors’ Committee regarding the manner in which they intend 

to exercise their rights and remedies under the DIP Documents and the Final DIP 

Order, including with respect to the funding of ongoing Employee and New Value 

Expenses; provided that nothing herein shall obligate any party to fund, whether 

from the proceeds of its collateral or otherwise, or subordinate its liens or claims 

to, Employee and New Value Expenses incurred on or after the expiration of the 

ENVE Cap Notice Period.

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g. To the extent there is any dispute regarding the occurrence of an Event of Default 

or the notice of such Event of Default, the Bankruptcy Court shall hear such 

dispute on an expedited basis. 

h. For the avoidance of doubt, administrative expense claims that are not Employee 

and New Value Expenses expressly described in the foregoing clauses (a) and (b), 

including any administrative expenses incurred outside of the applicable date 

ranges in the foregoing clauses (a) and (b), are not affected by this section and are 

not granted superpriority status hereunder.

13. Reservation of Rights. Nothing in this Order shall prohibit any party-in-interest 

(including the Creditors’ Committee) from (i) continuing any investigation into or the pursuit of 

claims against any party-in-interest, including without limitation any claims identified in the 

Creditors’ Committee’s motion seeking discovery pursuant to Bankruptcy Rule 2004 [Docket 

No. 1162] or (ii) seeking information from the Debtors, the ABL/FILO DIP Lenders or the Term 

DIP Lenders – through formal or informal discovery, including pursuant to Bankruptcy Rule 

2004 – relating to the Wind-Down Motion, the Motion and the Waivers and the decision to 

pursue the Wind-Down Motion, the Motion and the Waivers, and/or pursuing any claims related 

thereto. Nothing in this Order shall impair, prohibit, waive, release or restrain any claim, cause 

of action, objection, defense, right or remedy available to any party-in-interest (including the 

Creditors’ Committee), including to assert that amounts incurred by the DIP Loan Parties prior to 

March 5, 2018 should be subject to payment pursuant to section 506(c) and/or 552 of the 

Bankruptcy Code as and to the extent provided in the Final DIP Order, or other applicable 

remedy at law, including, without limitation, allegations of claims for unjust enrichment, 

constructive trust, or other legal or equitable remedies or claims against the North American DIP 

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Lenders or the DIP Secured Parties. Nothing in this Order shall impair, affect or limit any 

defenses, objections or positions of the DIP Secured Parties or other parties in interest relating to 

such matters including, without limitation, their rights under the DIP Documents and the Final 

DIP Order. The DIP Loan Parties acknowledge that the ABL/FILO DIP Secured Parties have 

asserted their rights to indemnification under Section 9.03(b) of the ABL/FILO DIP Credit 

Agreement relating to any such actual or prospective claims, litigations, investigations or 

proceedings and the DIP Loan Parties and the Term DIP Secured Parties acknowledge and agree 

that the Discharge of ABL Secured Obligations (as defined in the DIP ICA) shall not occur until 

any such indemnification obligations have been paid in full in cash. The ABL/DIP FILO 

Secured Parties hereby expressly reserve all of their rights under the ABL/FILO DIP Documents, 

including without limitation indemnity rights and the right to seek the funding of a reserve for 

indemnification in connection with any actual or prospective claims, litigation, investigation or 

proceeding by any party against any ABL/FILO DIP Secured Parties, and the fact that such 

litigation reserve is not included in the Wind-Down Budget at this time should not be construed 

as a waiver of any such rights. For the avoidance of doubt, nothing in the Interim Orders or this 

Order will impair the rights or ability of any party-in-interest to pursue any claims or causes of 

action otherwise available to such party. The reservation of rights provided for herein shall 

expressly survive termination (including as a result of repayment of all obligations) of the 

ABL/FILO DIP Facility and/or the Term DIP Facility. 

14. Application of Proceeds of Collateral. The proceeds from the sale or liquidation 

of DIP Collateral will be used to repay the outstanding amount of the North American DIP 

Facilities, provided, however, that, for the avoidance of doubt: (i) section 13(d) of the Final DIP 

Order will continue in full force and effect, and further to the foregoing, with respect to the 

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repayment of Term DIP Obligations (x) in the first instance, the proceeds from the sale of 

Collateral securing the ABL/FILO DIP Obligations on a senior basis to the Term DIP 

Obligations (“ABL/FILO DIP Priority Collateral”) will be used (subject to satisfaction of the 

ABL/FILO DIP Obligations as required by the ABL/FILO DIP Documents and this Order) to 

repay the Term DIP Obligations and fund all wind-down costs associated with the liquidation of 

DIP Collateral, and (y) proceeds from the sale of assets unencumbered as of the Petition Date 

that do not constitute ABL/FILO DIP Priority Collateral shall be segregated pending application 

thereof and only be used to repay the Term DIP Obligations (and, for the avoidance of doubt, 

subject to the DIP Documents, the ABL/FILO DIP Obligations to the extent not satisfied from 

ABL/FILO DIP Priority Collateral) (1) to the extent the proceeds from the sale of the ABL/FILO 

DIP Priority Collateral (after application thereof to the ABL/FILO DIP Obligations and to winddown costs) are insufficient to repay such Term DIP Obligations (or ABL/FILO DIP 

Obligations, as applicable), or (2) with the consent of the Creditors’ Committee or by further 

order of the Court; (ii) entry of this Order and approval of the Wind-Down Budget shall not 

prejudice or impair the rights of any party-in-interest to bring claims or seek remedies against the 

North American DIP Lenders; and (iii) following the repayment-in-full of the North American 

DIP Facilities, the proceeds of the sale or liquidation of any assets of the Debtors shall not be 

used to repay any Prepetition Secured Obligations absent further order of the Court.

15. Claims Administration. As soon as practicable after entry of this Order, an 

individual from FTI Consulting, Inc., financial advisor to the Committee, shall be identified and 

appointed as claims oversight representative (the “Claims Oversight Representative”) to assist 

the Debtors in overseeing the reconciliation of unpaid administrative expense claims and 

interfacing with creditors and vendors on the status of such reconciliation. 

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16. Liquidation Expense Budget Reforecast: On or before May 4, 2018, the Debtors, in 

good faith, and with the consent of Creditors’ Committee (not to be unreasonably withheld) and the 

North American DIP Lenders (not to be unreasonably withheld), and in consultation with the 

Consultants, will reforecast the costs of the GOB Sales, and such agreed cost reductions shall be 

incorporated into the Wind Down Budget and become binding on the Debtors; provided that any 

modifications to the costs components of the Wind-Down Budget related to the Consultants’ fees and 

expense reimbursement entitlements may only be made with the consent of the Consultants.

17. Interim Compensation and Appointment of Fee Examiner. Notwithstanding 

anything to the contrary in the Wind-Down Order, upon entry of this Order the Debtors shall be 

authorized to make payments to professionals, subject to the Final DIP Order (as amended 

herein), in accordance with the Order (I) Establishing Procedures for Interim Compensation and 

Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Dkt. 

No. 746]. As soon as reasonably practicable after the entry of this Order, the U.S. Trustee shall 

seek the appointment of a fee examiner to review the fees and expenses requested by certain 

professionals retained by the estates, on terms reasonably acceptable to the Debtors and the 

Committee.

18. Canadian ABL/FILO Borrower. The Debtors are hereby authorized to seek relief 

in the Canadian Court, to the extent required, to enter into the ABL/FILO Waiver, to make, 

execute, and deliver all instruments and documents, and to perform all acts in connection 

therewith that may be reasonably required for performance of their obligations under the 

ABL/FILO Waiver.

19. Information Rights. The Debtors shall provide the Creditors’ Committee with the 

same access and all information supplied to the DIP Agents, the DIP Lenders, and the Prepetition 

Secured Parties whether under this Order, the Final DIP Order, the DIP Documents (including 

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the ABL/FILO Waiver and the Term DIP Waiver), the Prepetition Secured Debt Documents, or 

otherwise. At the reasonable request of the Creditors’ Committee, the Debtors shall provide the 

Committee (and simultaneously the DIP Secured Parties) with information, and make a 

representative with appropriate subject matter knowledge available, on the following topics: (i) 

the Wind-Down Budget, including weekly budget to actual results and variance explanations, 

explanations regarding subsequent amended budgets and a detail buildup of receipts (including 

liquidation receipts, sales of assets, fixtures, and equipment) and escrowed amounts, (ii) on a 

weekly basis, a summary of actual expenses by category with a comparison to the Wind-Down 

Budget; (iii) data sufficient for the Creditors’ Committee professionals to assess unpaid 

administrative claims (including, without limitation, merchandise receipts from prior to March 5, 

2018 and any other unpaid administrative expenses claims for goods or services provided prior to 

March 5, 2018); (iv) summaries of the information set forth the foregoing clause (iii) that can be 

provided to members of the Creditors’ Committee; (v) ongoing reporting of administrative claim 

balances and payments, (vi) weekly reporting regarding the reconciliation of amounts owed to 

merchandise vendors for goods delivered on or after March 5, 2018; (vii) information with 

respect to the methodology to be implemented by the Debtors to ensure all receipts of inventory 

are reasonably accounted for; (viii) weekly reporting and calls with the Creditors’ Committee 

professionals regarding the status of the sales process for any assets of the DIP Loan Parties, 

including updates regarding interested parties, indications of interest, and the status of due 

diligence; and (ix) any other information reasonably requested by the Creditors’ Committee or its 

professionals. The Debtors shall consult with the Creditors’ Committee and its professionals to 

share certain of the reporting set forth in this paragraph 19 with the Debtors’ creditors on a 

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public basis, as reasonably requested by the Debtors’ creditors or the Creditors’ Committee and 

its professionals.

20. Effect on Cash Management Order. For the avoidance of doubt, neither this 

Order, nor the Wind-Down Budget and the wind-down of the Debtors’ domestic business shall 

impair or affect the rights and obligations of any party pursuant to the Final Order (I) 

Authorizing the Debtors to (A) Continue to Operate Their Cash Management System, (B) Honor 

Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) 

Perform Intercompany Transactions, and (II) Granting Related Relief [Docket No. 704] (the 

“Cash Management Order”). Without limiting the foregoing, the Debtors (subject, in the case of 

the Canadian ABL/FILO Borrower, to the consent of the CCAA Monitor or order of the 

Canadian Court) are authorized and directed to settle any and all intercompany accounts 

(including without limitation with respect to services, royalties and expense allocations on or 

after the Petition Date) as among the Debtors and as among the Debtors and their non-Debtor 

affiliates in accordance with the terms of the Cash Management System as defined and described 

in the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) 

Continue to Operate their Cash Management System, (B) Honor Certain Prepetition Obligations 

Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany 

Transactions, and (II) Granting Related Relief [Docket No. 22] and as provided for in the Cash 

Management Order and subject to the terms of section 25 thereof.

21. Binding Effect; Successors and Assigns. The ABL/FILO Waiver, the Term DIP 

Waiver and the provisions of this Order, including all findings herein, shall be binding upon all 

parties in interest in these Chapter 11 Cases, including, without limitation, the DIP Agents, the 

DIP Lenders, the Creditors’ Committee, any non-statutory committees appointed or formed in 

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these Chapter 11 Cases, the Debtors and their respective successors and assigns (including any 

chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of any of the 

Debtors, an examiner appointed pursuant to section 1104 of the Bankruptcy Code, or any other 

fiduciary appointed as a legal representative of any of the Debtors or with respect to the property 

of the estate of any of the Debtors) and shall inure to the benefit of the DIP Agents, the DIP 

Lenders, and the Debtors and their respective successors and assigns; provided that the DIP 

Agents and the DIP Lenders shall have no obligation to extend any financing to any chapter 7 

trustee, chapter 11 trustee or similar responsible person appointed for the estates of the Debtors.

22. Effectiveness. This Order shall constitute findings of fact and conclusions of law 

and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately 

upon entry hereof. Notwithstanding Bankruptcy Rules 4001 (a)(3), 6004(h), 6006(d), 7062, or 

9014, or any Local Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this 

Order shall be immediately effective and enforceable upon its entry and there shall be no stay of 

execution or effectiveness of this Order.

23. Headings. Section headings used herein are for convenience only and are not to 

affect the construction of or to be taken into consideration in interpreting this Order.

24. Interim Orders. Except as specifically amended, supplemented or otherwise 

modified hereby, all of the provisions of the Interim Orders shall remain in effect and are hereby 

ratified by this Order.

25. Final Order Governs. In the event of any inconsistency between the provisions of 

this Order and the Interim Orders, the provisions of this Order shall govern.

26. Retention of Jurisdiction. The Court shall retain jurisdiction to implement, 

interpret and enforce the provisions of this Order, and this retention of jurisdiction shall survive 

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the confirmation and consummation of any chapter 11 plan for any one or more of the Debtors 

notwithstanding the terms or provisions of any such chapter 11 plan or any order confirming any 

such chapter 11 plan.

Dated: , 2018.

Richmond, Virginia 

THE HONORABLE JUDGE KEITH L. PHILLIPS 

UNITED STATES BANKRUPTCY JUDGE

/s/ Keith L. Phillips

Apr 25 2018

Entered on Docket: Apr 25 2018

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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)

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)

Robert A. Britton (admitted pro hac vice)

Emily E. Geier (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

ABL/FILO Waiver

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SECOND AMENDED AND RESTATED WAIVER, CONSENT AND AMENDMENT 

AGREEMENT

THIS SECOND AMENDED AND RESTATED WAIVER, CONSENT AND 

AMENDMENT AGREEMENT, dated as of April [•], 2018 (this “Agreement”) is entered into 

by and among Toys “R” Us-Delaware, Inc., as a debtor and debtor-in-possession under chapter 

11 of the Bankruptcy Code (the “Lead Borrower”), Toys “R” Us (Canada) Ltd. Toys “R” Us 

(Canada) Ltee, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code 

and applicant under the CCAA (the “Canadian Borrower”), the Facility Guarantors under the 

DIP ABL/FILO Credit Agreement (as defined below), JPMorgan Chase Bank, N.A. as 

administrative agent (the “Administrative Agent”), JPMorgan Chase Bank, N.A., Toronto 

Branch, as Canadian administrative agent (the “Canadian Agent”), JPMorgan Chase Bank, N.A. 

and Wells Fargo Bank, National Association as co-collateral agents (the “Co-Collateral 

Agents”) and the lenders under the DIP ABL/FILO Credit Agreement party hereto, which 

lenders constitute the “Required Lenders” as defined in the DIP ABL/FILO Credit Agreement 

(such Lenders, the “Consenting Lenders”).

RECITALS:

WHEREAS, reference is made to that certain Superpriority Secured Debtor-inPossession Credit Agreement dated as of September 22, 2017, by and among the Lead Borrower, 

the other Domestic Borrowers from time to time party thereto, the Canadian Borrower, the 

Facility Guarantors from time to time party thereto, the Administrative Agent, the Canadian 

Agent, the Co-Collateral Agents and the lenders from time to time party thereto (as amended by 

Amendment No. 1 thereto dated as of October 12, 2017 and as otherwise supplemented, restated 

or otherwise modified from time to time prior to the date hereof, the “DIP ABL/FILO Credit 

Agreement”; capitalized terms used and not otherwise defined herein have the meanings 

assigned to them in the DIP ABL/FILO Credit Agreement);

WHEREAS, the Domestic Loan Parties (i) have obtained from the Bankruptcy Court 

authority to close additional Stores and conduct bulk sales of inventory in connection therewith, 

pursuant to the order entered March 22, 2018 [Docket No. 2344] granting the Store Liquidation 

Motion (as defined in that certain Limited and Temporary Forbearance, dated as of March 14, 

2018 (the “Forbearance”), among the Loan Parties and the lenders party thereto, which would 

have given rise to an Event of Default pursuant to Section 7.01(bb) of the DIP ABL/FILO Credit 

Agreement, (ii) have determined to suspend the operation of the Domestic Loan Parties’ business 

in the ordinary course, liquidate all or substantially all of the Loan Parties’ assets and Store 

locations, and employ an agent or other third party to conduct store closing, store liquidation and 

“Going-Out-Of-Business” sales for substantially all of the Domestic Loan Parties’ Stores, which 

would give rise to an Event of Default pursuant to Section 7.01(j) of the DIP ABL/FILO Credit 

Agreement and (iii) have informed the Administrative Agent of the Domestic Loan Parties’ 

commencement of bulk sales in connection with the closing of substantially all Stores of the 

Domestic Loan Parties, which sales would give rise to an Event of Default pursuant to Section 

7.01(d) of the DIP ABL/FILO Credit Agreement resulting from the failure to observe the 

covenant set forth in Section 6.05 of the DIP ABL/FILO Credit Agreement (the Events of 

Default and potential Events of Defaults described in the foregoing clauses and any potential 

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Default or Event of Default arising out of the inaccuracy of any representation that may have 

resulted therefrom, the “Specified Events of Default”);

WHEREAS, the Domestic Loan Parties have the intention to wind-down their operations 

in the United States and to liquidate substantially all of their inventory in the United States (the 

“Domestic Wind-Down”), consistent with the weekly budget delivered to the Administrative 

Agent and attached hereto as Exhibit A (the “Domestic Wind-Down Budget”; provided, the 

Domestic Wind-Down Budget or (if applicable) the Canadian Wind-Down Budget shall be 

reduced by the Loan Parties as provided in Section 3(k) below (but not increased) to the extent 

the Loan Parties amend, modify or terminate contractual arrangements, including lease 

obligations, to provide for disbursements that are less than those contemplated by the existing 

Domestic Wind-Down Budget, the Canadian Going Concern Budget or (if applicable) the 

Canadian Wind-Down Budget) and pursuant to liquidation agreements attached hereto as

Exhibit B;

WHEREAS, the Loan Parties have informed the Administrative Agent that they intend 

to sell or otherwise dispose of all of the Capital Stock of the Canadian Borrower or all or 

substantially all of the assets of the Canadian Borrower on a going concern basis (the “TRU 

Canada Sale”), which sale or other disposition would give rise to an Event of Default pursuant 

to Section 7.01(d) of the DIP ABL/FILO Credit Agreement resulting from the failure to observe 

the covenant set forth in Section 6.05 of the DIP ABL/FILO Credit Agreement;

WHEREAS, the Canadian Borrower intends to continue going concern business 

operations at all of the Stores of the Canadian Borrower consistent with the terms of the budget 

attached hereto as Exhibit C (the “Canadian Going Concern Budget”) while it pursues the 

TRU Canada Sale;

WHEREAS, the Loan Parties acknowledge and agree that upon the occurrence and 

during the continuance of an Event of Default, the Administrative Agent, the Canadian Agent 

and the Co-Collateral Agents are authorized to and shall at the direction of the Required Lenders 

proceed to protect and enforce certain rights and remedies under the DIP ABL/FILO Credit 

Agreement and the other Loan Documents, subject in all respects to (i) the Remedies Notice 

Period (as defined in the Final Order) and (ii) solely to the extent required in the Canadian Case, 

leave of the Canadian Court; 

WHEREAS, the Loan Parties have requested that the Lenders waive the Specified 

Events of Default, amend certain provisions of the DIP ABL/FILO Credit Agreement and 

provide certain consents in connection with the TRU Canada Sale and (if applicable) the 

Canadian Wind-Down;

WHEREAS, the Loan Parties, the Administrative Agent, the Canadian Agent, the CoCollateral Agents and certain Lenders constituting the Required Lenders have previously entered 

into (i) that certain Waiver, Consent and Amendment Agreement, dated as of March 20, 2018

(the “Original Waiver, Consent and Amendment”) and (ii) that certain Amended and Restated 

Waiver, Consent and Amendment Agreement which amended and restated the Original Waiver, 

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3

Consent and Amendment, dated as of March 28, 2018 (the “Existing Waiver, Consent and 

Amendment”), in each case to accommodate such requests of the Loan Parties on the terms and 

subject to the conditions set forth therein and herein; and 

WHEREAS, the Loan Parties, the Administrative Agent, the Canadian Agent, the CoCollateral Agents and the Consenting Lenders parties hereto have agreed to amend and restate 

the Existing Waiver, Consent and Amendment as set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the covenants and conditions 

contained herein and other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the Parties agree to amend and restate the Existing Waiver, Consent 

and Amendment in its entirety as follows:

1. Incorporation of Recitals.

Each of the Loan Parties acknowledges that the recitals set forth above are true 

and correct in all respects.

2. Limited Waiver; Consent.

(a) In reliance upon the representations, warranties and covenants of the Loan 

Parties contained in this Agreement, and upon the terms and subject to the conditions of this 

Agreement, the Consenting Lenders hereby, effective as of the Waiver Effective Date, waive 

each of the Specified Events of Default (the “Waiver”). Except as expressly set forth in this 

Agreement, no terms, covenants or other provisions of the DIP ABL/FILO Credit Agreement or 

any other Loan Document are intended pursuant to any provision of this Agreement to (or shall) 

be affected by any provision of this Agreement, all of which remain in full force and effect 

unaffected by any provision of this Agreement.

(b) The Waiver is limited to the extent specifically set forth herein and 

nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver 

of any Defaults or Events of Default or compliance with any term or provision of the Loan 

Documents (as amended hereby), in each case other than the Specified Events of Default, (ii) to 

constitute a waiver of any Defaults or Events of Default that may exist under the Original 

Waiver, Consent and Amendment or the Existing Waiver, Consent and Amendment, or (iii) to 

establish a custom or course of dealing between the Loan Parties, on the one hand, and the 

Administrative Agent, the Canadian Agent, the Co-Collateral Agents and/or any Lender, on the 

other hand.

(c) The Consenting Lenders hereby, effective as of the Waiver Effective Date, 

consent (i) to the TRU Canada Sale and (ii) to the entry of (and to the filing of any motion by the 

Loan Parties seeking) any order of the Bankruptcy Court or the Canadian Court permitting the 

TRU Canada Sale, and agree that no Default of Event of Default shall result from the foregoing 

(including pursuant to Section 7.01(w), (x), (bb) and (cc) of the DIP ABL/FILO Credit 

Agreement), so long as, in each case, the TRU Canada Sale is a Qualifying TRU Canada Sale. A 

“Qualifying TRU Canada Sale” shall mean a TRU Canada Sale that is made pursuant to an 

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Approved TRU Canada Purchase Agreement (as defined below) (including the performance of 

any transition services by the Domestic Loan Parties as contemplated thereby) and 

notwithstanding any other provision of this Agreement (including, for greater certainty, any 

provision of the Domestic Wind-Down Budget) prior to or upon consummation thereof (and as a 

condition to the consummation thereof) (i) the Canadian Commitments shall have been 

terminated, all Canadian Liabilities and Other Liabilities of the Canadian Borrower shall have 

been indefeasibly and irrevocably paid and satisfied in full in cash (other than contingent 

indemnity obligations with respect to then unasserted claims), all Canadian Letters of Credit 

shall have expired or terminated (or been collateralized in a manner satisfactory to the Issuing 

Banks), all Canadian Letter of Credit Outstandings have been reduced to zero (or been 

collateralized in a manner satisfactory to the Issuing Banks) (and the Consenting Lenders hereby 

consent to the making of the foregoing payments and terminations) and the Canadian Borrower 

shall have indefeasibly and irrevocably paid in full in cash to the Domestic Borrower all amounts 

owed under subrogation claims in respect of the cash collateralization by the Domestic Borrower 

of Canadian Letter of Credit Outstandings and (ii) a final order of the Bankruptcy Court and/or 

the Canadian Court, as applicable, satisfactory to the Administrative Agent and the Canadian 

Agent shall have been entered that ratifies such termination, payment and satisfaction or the 

Required Lenders shall otherwise be satisfied that such indefeasible and irrevocable termination, 

payment and satisfaction has occurred. The date on which the conditions set forth in clauses (i) 

and (ii) of the immediately preceding sentence are satisfied or waived is referred to as the 

“Canadian Facility Termination Date”.

(d) The Administrative Agent, the Canadian Agent and the Co-Collateral 

Agent are hereby authorized, (i) upon the consummation of the Qualifying TRU Canada Sale and 

the occurrence of the Canadian Facility Termination Date and consistent and pursuant to the 

provisions set forth in Section 8.18 of the DIP ABL/FILO Credit Agreement, to release the 

Canadian Borrower from all of its obligations and liabilities under the Loan Documents (other 

than such obligations and liabilities which by their terms expressly survive the termination of the 

Loan Documents) and release all Liens granted by the Canadian Borrower and (if such 

Qualifying TRU Canada Sale is in the form of a disposition of the Capital Stock of the Canadian 

Borrower) the Capital Stock of the Canadian Borrower as security therefor and (ii) upon the 

Canadian Facility Termination Date, (x) to deliver evidence of the release of such Liens granted 

by the Canadian Borrower and (if a Qualifying TRU Canada Sale is in the form of a disposition 

of the Capital Stock of the Canadian Borrower has been consummated) Liens on the Capital 

Stock of the Canadian Borrower and (y) consent to the granting of Liens to any third party lender 

(including on a “priming” basis) over the assets and property of the Canadian Loan Parties and 

(if a Qualifying TRU Canada Sale in the form of a disposition of the Capital Stock of the 

Canadian Borrower has been consummated) the Capital Stock of the Canadian Borrower to the 

extent requested.

3. Additional Covenants. From and after the Waiver Effective Date (as defined 

below), the Loan Parties shall comply with the following covenants:

(a) The Domestic Loan Parties shall (i) on Thursday of each week (beginning 

with the week starting on April 1, 2018) provide to the Administrative Agent a weekly report for 

the previous week in a form acceptable to the Administrative Agent summarizing the status of 

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the Domestic Wind-Down, which report shall include (x) an inventory balance of the Domestic 

Loan Parties, (y) a variance comparison of actual results, disbursements and proceeds to the 

results, disbursements and proceeds set forth in the Domestic Wind-Down Budget on a line item 

basis, and the timing of the delivery of the Domestic Loan Parties’ portion of proceeds and a 

reconciliation with the liquidators’ portion of such proceeds and (z) an explanation for any 

variance between the Domestic Wind-Down Budget and actual results that is not immaterial and 

a summary status report of the implementation of the Domestic Wind-Down Budget, (ii) on 

Thursday of each second week (beginning with the week starting on April 1, 2018), provide to 

the Administrative Agent a bi-weekly report, with allocations on an estate-by-estate and loan-byloan basis, of all paid and estimated accrued professional fees and expenses, (iii) on Thursday of 

each week (beginning with the week starting on April 1, 2018) provide to the Administrative 

Agent an updated schedule of store and distribution center closings during the previous week, 

(iv) provide access to the Administrative Agent, the Canadian Agent, the Co-Collateral Agents 

and their respective advisors and representatives to financial records and properties of the Loan 

Parties relating to the Domestic Wind-Down and provide all information as may be requested by 

the Administrative Agent, the Canadian Agent, the Co-Collateral Agents and their respective 

advisors and representatives in connection with the status of the Domestic Wind-Down (other 

than such information that is subject to attorney-client privilege or could result in a breach of a 

confidentiality obligation or applicable law or otherwise constitutes attorney work product) 

promptly after request therefor, (v) on Thursday of each week (beginning with the week starting 

on April 1, 2018), provide to the Administrative Agent with an updated inventory report for the 

last day of the previous week in such form as has been agreed prior to the Waiver Effective Date 

or otherwise satisfactory to the Administrative Agent and (vi) prepay the Loans and collateralize 

the Letters of Credit in accordance with the Domestic Wind-Down Budget (subject in all respects 

to the Wind-Down Orders (as defined below)).

(b) Prior to the delivery of the Canadian Wind-Down Notice (as defined 

below), the Canadian Borrower shall (i) on Thursday of each week (beginning with the week 

starting on April 1, 2018) provide to the Administrative Agent and the Canadian Agent a weekly 

report for the previous week in a form acceptable to the Administrative Agent and the Canadian 

Agent summarizing the status of the Sale Process (as defined below), which report shall include 

(x) a comparison of actual results, disbursements and proceeds to the results, disbursements and 

proceeds set forth in the Canadian Going Concern Budget on a line item basis and (y) an 

explanation for any variance between the Canadian Going Concern Budget and actual results that 

is not immaterial and (ii) provide access to the Administrative Agent, the Canadian Agent, the 

Co-Collateral Agents and their respective advisors and representatives to financial records 

relating to the Sale Process and properties of the Canadian Borrower and provide all information 

as may be requested by the Administrative Agent, the Canadian Agent, the Co-Collateral Agents 

and their respective advisors and representatives in connection with the Sale Process promptly 

after request therefor, including for greater certainty copies of teaser letters, letters of intent, 

written expressions of interest, bid letters and draft purchase agreements promptly after request 

therefor (other than such information that is subject to attorney-client privilege or could result in 

a breach of a confidentiality obligation or applicable law or otherwise constitutes attorney work 

product).

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(c) Following the delivery of the Canadian Wind-Down Notice, the Canadian 

Borrower shall (i) on Thursday of each week (beginning with the week starting after the 

Canadian Wind-Down Notice has been delivered) provide to the Administrative Agent and the 

Canadian Agent a weekly report for the previous week in a form acceptable to the 

Administrative Agent and the Canadian Agent summarizing the status of the Canadian WindDown, which report shall contain (w) an inventory balance of the Canadian Borrower, (x) a 

comparison of actual results, disbursements and proceeds to the results, disbursements and 

proceeds set forth in the Canadian Wind-Down Budget on a line item basis, and the timing of the 

delivery of the Canadian Loan Parties’ portion of proceeds and a reconciliation with the 

liquidators’ portion of such proceeds and (y) an explanation for any variance between the 

Canadian Wind-Down Budget and actual results that is not immaterial, (ii) on Thursday of each 

week (beginning with the week starting after the Canadian Wind-Down Notice has been 

delivered) provide to the Administrative Agent and the Canadian Agent an updated schedule of 

store and distribution center closings during the previous week, (iii) provide access to the 

Administrative Agent, the Canadian Agent, the Co-Collateral Agents and their respective 

advisors and representatives to financial records relating to the Canadian Wind-Down and 

properties of the Canadian Borrower and provide all information as may be requested by the 

Administrative Agent, the Canadian Agent, the Co-Collateral Agents and their respective 

advisors and representatives in connection with the status of the Canadian Wind-Down promptly 

after request therefor (other than such information that is subject to attorney-client privilege or 

could result in a breach of a confidentiality obligation or applicable law or otherwise constitutes 

attorney work product), (iv) prepay the Canadian Loans and cash collateralize the Canadian 

Letters of Credit in accordance with the Canadian Wind-Down Budget (subject in all respects to 

the Wind-Down Orders) and (v) on Thursday of each week (beginning with the week starting 

after the Canadian Wind-Down Notice has been delivered), provide to the Administrative Agent 

with an updated inventory report for the last day of the previous week in such form as has been 

agreed prior to the Waiver Effective Date or otherwise satisfactory to the Administrative Agent.

(d) The Loan Parties shall not use proceeds of the ABL Collateral, directly or 

indirectly, to pay any interest, principal, fees, expenses, or other obligations owed with respect to 

the DIP Term Loan Facility or any Existing Debt until the Commitments have expired or been 

terminated, the principal of, and interest on, each Loan and all fees and other Obligations (other 

than contingent indemnity obligations with respect to then unasserted claims) shall have been 

indefeasibly and irrevocably paid and satisfied in full in cash, all Letters of Credit shall have 

expired or terminated (or been Cash Collateralized in a manner satisfactory to the Issuing Bank 

and all Letter of Credit Outstandings have been reduced to zero (or Cash Collateralized in a 

manner satisfactory to the Issuing Bank). The Loan Parties shall cause all proceeds of Term 

Collateral (as defined in the Intercreditor Agreement) to be held in a separate account pending 

application thereof consistent with the Intercreditor Agreement and the other Loan Documents.

(e) No Domestic Loan Party shall make any Investment in any Canadian Loan 

Party (or any Subsidiary of a Canadian Loan Party) and no Canadian Loan Party shall make any 

Investment in any Domestic Loan Party, in each case, except Investments to cash collateralize 

the Canadian Letter of Credit Outstandings as contemplated in Section 6(c) of this Agreement 

and Investments in the form of services provided in the ordinary course of business consistent 

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with past practice (and reimbursed in the ordinary course of business consistent with past 

practice) to the extent consistent with the Domestic Wind-Down Budget.

(f) The Canadian Borrower and/or the Lead Borrower, as applicable, shall 

achieve the following milestones in connection with the TRU Canada Sale by the prescribed 

dates (the “Sale Milestones”) (in each case unless the Canadian Facility Termination Date shall 

have occurred):

(i) Not later than April 30, 2018, the Bankruptcy Court and, if required 

in the Canadian Case, the Canadian Court shall have entered an order, in form and 

substance satisfactory to the Administrative Agent and the Canadian Agent 

approving a sale process with respect to the TRU Canada Sale and/or ratifying and 

affirming a sale process with respect to the TRU Canada Sale (the “Sale 

Process”);

(ii) Not later than April 30, 2018, the Canadian Borrower shall have 

entered into an asset purchase agreement or the Lead Borrower shall have entered 

into a stock purchase agreement with respect to the Capital Stock of the Canadian 

Borrower, as applicable, in form and substance satisfactory to the Required 

Lenders, the Administrative Agent and the Canadian Agent, for the TRU Canada

Sale, which agreement provides for a closing no later than May 31, 2018 and 

provides for indefeasible and irrevocable payment and satisfaction in full in cash at 

closing of all Canadian Liabilities and Other Liabilities of the Canadian Borrower 

outstanding at the time of such closing (other than contingent indemnity 

obligations with respect to then unasserted claims), the indefeasible and 

irrevocable payment in full in cash to the Domestic Borrower of all amounts owed 

under subrogation claims in respect of the cash collateralization of Canadian Letter 

of Credit Outstandings by the Domestic Borrower and the collateralization of any 

obligations in respect of Letters of Credit in a manner satisfactory to the Issuing 

Bank (any such agreement an “Approved TRU Canada Purchase Agreement”); 

provided, that neither the Administrative Agent, the Canadian Agent nor any 

Lender shall be deemed to waive any objection to the TRU Canada Sale on any 

terms;

(iii) Not later than May 15, 2018, the Bankruptcy Court and the 

Canadian Court shall have issued and entered an order approving the Approved 

TRU Canada Purchase Agreement or otherwise facilitating or permitting the TRU 

Canada Sale (each a “Sale Approval Order”) in form and substance satisfactory 

to the Administrative Agent and the Canadian Agent; the Sale Approval Order 

entered by the Canadian Court (and the US Court, if applicable) shall also 

authorize and direct the Canadian Borrower, or the Monitor on its behalf, to pay to 

the Administrative Agent or the Canadian Agent, as applicable, an amount 

sufficient to satisfy the then outstanding Canadian Liabilities and Other Liabilities 

of the Canadian Borrower (other than contingent indemnity obligations with 

respect to then unasserted claims) on the closing of the TRU Canada Sale; and

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(iv) Not later than May 31, 2018 (the “Anticipated Sale Closing 

Date”), the Qualifying TRU Canada Sale shall have closed and the Canadian 

Facility Termination Date shall have occurred; provided that the Debtors may 

extend the Anticipated Sale Closing Date to July 15, 2018 so long as, as of May 

31, 2018, (w) all Revolving Credit Loans shall have been indefeasibly and 

irrevocably paid and satisfied in full in cash, all Letters of Credit have been 

collateralized in a manner that is satisfactory to the Issuing Bank and all 

Commitments shall have been terminated, (x) the aggregate outstanding principal 

amount of Term Loans shall not exceed $100,000,000, (y) the cash balance of the 

Loan Parties shall be at least $36,200,000 and (z) the Loan Parties shall have paid 

to the Administrative Agent, for the ratable benefit of the Term Lenders, a fee in 

the amount of $5,000,000 (which such extension payment shall be due and payable 

in dollars on May 31, 2018 and once paid, shall not be refundable or revocable);

provided that if the Lead Borrower or Canadian Borrower fails to meet any of the Sale 

Milestones, such failure shall not constitute a breach of this Section 3(f) if either (A)(x) the 

Canadian Borrower, within 5 Business Days of the failure to meet the applicable Sale Milestone, 

delivers a written notice to the Administrative Agent and the Canadian Agent of its intent to 

commence a liquidation of its inventory (the “Canadian Wind-Down Notice”), (y) within 5 

Business Days after the delivery of the Canadian Wind-Down Notice, delivers to the Canadian 

Agent and the Administrative Agent, in each case in form and substance satisfactory to the 

Canadian Agent and the Administrative Agent (I) a budget setting forth, in reasonable detail, a 

plan to liquidate substantially all of the Canadian Borrower’s inventory (the “Canadian WindDown Budget”) (which Canadian Wind-Down Budget shall also be in form and substance 

satisfactory to the Required Lenders) and (II) liquidation agreements reasonably satisfactory to 

the Canadian Agent pursuant to which such liquidation will occur, and (z) within 5 Business 

Days after the delivery of a Canadian Wind-Down Notice, seeks an order from the Canadian 

Court and the Bankruptcy Court (if required) (the “Canadian Wind-Down Orders”) in form 

and substance satisfactory to the Canadian Agent and the Administrative Agent authorizing and 

directing it to conduct the liquidation of its inventory in accordance with the foregoing clause 

(the actions described in clauses (x), (y) and (z) and such liquidation, collectively, the 

“Canadian Wind-Down”) or (B) the Required Lenders (in their sole discretion) instruct the 

Canadian Borrower not to commence a liquidation (which instruction may be revoked at any 

time thereafter, in which case the preceding clause (A) shall apply).

(g) At all times following the delivery of the Canadian Wind-Down Notice, 

the Canadian Borrower shall (i) pursue the liquidation of the Canadian Borrower’s inventory in a 

manner that is consistent with the Canadian Wind-Down Budget and the Canadian Wind-Down 

Orders in all material respects and (ii) comply with the additional reporting requirements 

described in Section 3(c) of this Agreement.

(h) The Loan Parties shall, promptly following the delivery of any written 

notice, reports or other written information to the administrative agent or the lenders under the 

DIP Term Loan Facility or the receipt of any written notice from the administrative agent or the 

lenders under the DIP Term Loan Facility, deliver a copy of such notice, report or other written 

information to the Administrative Agent.

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(i) The Domestic Loan Parties shall (i) commence liquidation sales at all 

remaining Stores in the United States by no later than March 27, 2018, (ii) complete liquidation 

sales at all remaining Stores in the United States by no later than June 30, 2018 (provided, that 

liquidation sales may continue at a reasonable number of Stores so long as such sales are 

completed no later than July 15, 2018), and (iii) reject all third-party leases and all leases with 

Propco I and Propco II by no later than June 30, 2018; provided that, prior to the Domestic 

Facility Termination Date (as defined below), any such leases that the Domestic Borrowers

determines in good faith, after consultation with the lenders under the DIP ABL/FILO Credit 

Agreement, the lenders under the DIP Term Loan Credit Agreement and the Unsecured Creditors 

Committee, are capable of assignment for value may be assumed and assigned; provided, further,

that no collateral of the Secured Parties shall be used to pay rent on or otherwise maintain any 

property following completion of a going-out-of-business sale at such property. 

(j) The Loan Parties shall give the Canadian Agent and the Administrative 

Agent prior notice of and a reasonable opportunity to review any motions to be filed with, and 

orders to be sought from, the Bankruptcy Court or the Canadian Court, as applicable, with 

respect to the Domestic Wind-Down, the Sale Process or, if applicable, the Canadian WindDown and all such motions and orders shall be in form and substance reasonably satisfactory to 

the Required Lenders (except in exigent circumstances in which case reasonably practicable 

notice (as early as possible under the circumstances) to the Administrative Agent will be given).

(k) The Loan Parties shall not amend, modify, revise, update or change in any 

respect any of the Domestic Wind Down Budget, the Canadian Going Concern Budget or the 

Canadian Wind Down Budget, unless (i) any such amendment, modification, revision, update or 

change shall have been provided to the Administrative Agent, the Canadian Agent, their 

respective advisors and representatives and the Specified Legal Advisor with a reasonable 

opportunity to review and (ii) the Required Lenders (acting in their sole discretion) shall have 

consented to any such amendment, modification, revision, update or change. The applicable 

portions of the Domestic Wind-Down Budget or (if applicable) the Canadian Wind-Down 

Budget shall be automatically reduced (but not increased) to the extent the Loan Parties amend, 

modify or terminate any Master Lease or any Material Contract to provide for disbursements that 

are less than those contemplated by the existing Domestic Wind-Down Budget. “Material 

Contract” shall mean any contract providing for annual disbursements by the Loan Parties of 

greater than $2,500,000.

All reports, access rights, notices and information required to be delivered or provided to 

the Administrative Agent, the Canadian Agent and/or their respective advisors and 

representatives pursuant to this Section 3 shall also be delivered or provided by the Loan Parties 

to the Specified Legal Advisor (as defined below) promptly following delivery or provision to 

the Administrative Agent, the Canadian Agent and/or their respective advisors and 

representatives.

4. Additional Events of Default. From and after the Waiver Effective Date (and 

without in any way limiting the provision of Article VII of the DIP ABL/FILO Credit 

Agreement), it shall constitute an immediate Event of Default under the DIP ABL/FILO Credit 

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Agreement if any of the following shall occur (as though the following had been fully set forth in 

the DIP ABL/FILO Credit Agreement):

(a) the Loan Parties shall fail to comply (x) in any material respect with any 

of the undertakings (other than with respect to Sections 3(f) and 3(i)) set forth in this Agreement 

or (y) in any respect with any of the undertakings set forth in Sections 3(f) and 3(i) and, in the 

case of the undertakings set forth in Sections 3(a)(iv), 3(b)(ii), 3(c)(iii), and 3(h), such failure 

shall continue for a period of 2 days after (i) in the case of any failure to comply with any 

undertaking set forth in Sections 3(a)(iv), 3(b)(ii) or 3(c)(iii), receipt of written notice from the 

Administrative Agent and (ii) in the case of the undertaking set forth in section 3(h), knowledge 

of the applicable Loan Party of such failure;

(b) the Loan Parties shall (x) in the case of the Domestic Loan Parties, cease 

to proceed with the Domestic Wind-Down, in the manner set forth in and consistent in all 

material respects with the Domestic Wind-Down Budget, (y) make any payment (other than any 

payment (which in the case of the Domestic Loan Parties and, after the delivery of the Canadian 

Wind-Down Notice, the Canadian Borrower, shall only be to facilitate an orderly wind-down) 

that is, considered alone or together with all other payments not consistent with the Domestic 

Wind-Down Budget, the Canadian Going Concern Budget or, if applicable, the Canadian WindDown Budget, immaterial) that is not consistent with the Domestic Wind-Down Budget, the 

Canadian Going Concern Budget or, if applicable, the Canadian Wind-Down Budget or (z) make 

any payments to any individual legal or financial advisor of the Debtors (including advisors to 

their various independent directors) or the Unsecured Creditors Committee that, as of any date of 

determination, exceed on a cumulative basis from March 1, 2018 the amounts provided therefor 

in the Domestic Wind-Down Budget, the Canadian Going Concern Budget or, if applicable, the 

Canadian Wind-Down Budget;

(c) with respect to any fiscal month (commencing with March 2018), the 

aggregate principal amount of Domestic Revolving Credit Loans, Domestic Term Loans and 

Canadian Term Loans prepaid and Letters of Credit cash collateralized during such fiscal month 

(including, for the avoidance of doubt, for any part of any such month prior to the Waiver 

Effective Date) shall be less than the prepayment/cash collateralization amount set forth for such 

fiscal month on Schedule I hereto (the “Prepayment Requirement”) (it being understood that, for 

the avoidance of doubt, (i) the Domestic Borrower shall repay Domestic Revolving Credit Loans 

and cash collateralize any Letter of Credit Outstandings that have not been cash collateralized in 

an amount equal to 103% of such Letter of Credit Outstandings prior to making any prepayments 

or repayments of Term Loans (which in the case of the cash collateralization with respect to 

Canadian Letter of Credit Outstandings shall result in a subrogated claim pursuant to Section 

10.07 of the DIP ABL/FILO Credit Agreement), it being understood that the cash 

collateralization of any Letter of Credit Outstandings from the proceeds of Revolving Credit 

Loans made pursuant to Section 6(c) below shall not reduce the prepayment/cash 

collateralization amounts set forth on Schedule I, and (ii) if the aggregate principal amount of 

Domestic Revolving Credit Loans, Domestic Letter of Credit Outstandings, Domestic Term 

Loans or Canadian Term Loans, as applicable, prepaid or cash collateralized during such fiscal 

month is greater than the prepayment/cash collateralization amount set forth for such fiscal 

month on Schedule I hereto, then such additional amounts shall be applied to the succeeding 

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months as determined by the Lead Borrower); provided that, solely with respect to the Term 

Loans, the Prepayment Requirement shall be deemed to be satisfied for (i) any prepayments 

required to be made during the fiscal month of April 2018 if such payment is made no later than 

14 days after the last day of the fiscal month of April 2018 and (ii) any prepayments required to 

be made during the fiscal month of May 2018 if such payment is made no later than 7 days after 

the last day of the fiscal month of May 2018;

(d) (i) at any time, the net cash flow before debt of the Domestic Loan Parties 

for any Test Period shall be less than as set forth on Schedule II for such Test Period, (ii) on the 

last day of any week, the cash balance of the Canadian Borrower shall be less than projected by 

the Canadian Going Concern Budget or, beginning with the first full week starting on the Sunday 

after the delivery of the Canadian Wind-Down Budget, the Canadian Wind-Down Budget, by 

more than $7,000,000, (iii) at any time, the cash balance of the Canadian Borrower shall be 

lower than $5,000,000 or (iv) the Loan Parties shall disburse any amounts to legal or financial 

advisors of the Debtors (including advisors to their various independent directors) or the 

Unsecured Creditors Committee in violation of Section 24 of the Final Order. For purposes of 

this Section 4(d), “Test Period” shall mean, as of any date, (i) beginning with the last day of the 

week ending on March 31, 2018, the two-week period ending on March 31, 2018, (ii) beginning 

with the last day of the week ending on April 7, 2018, the three-week period ending on April 7,

2018, and (iii) on and after the last day of any week thereafter, the period beginning on March 18,

2018 and ending on the last day of the week ended most recently on or prior to such date;

(e) the Loan Parties shall (x) unless a Canadian Wind-Down Notice has been 

delivered, cease to pursue the Qualifying TRU Canada Sale, in a manner consistent in all 

material respects with the Sale Milestones and otherwise in compliance in all material respects 

with the Canadian Going Concern Budget, (y) following delivery of a Canadian Wind-Down 

Notice, cease to proceed with the Canadian Wind-Down, in the manner set forth in and 

consistent in all material respects with the Canadian Wind-Down Budget or (z) make any 

payment (other than any payment (which, after the delivery of the Canadian Wind-Down Notice, 

shall only be to facilitate an orderly wind-down) that is, considered alone or together with all 

other payments not consistent with the Canadian Going Concern Budget (or if applicable the 

Canadian Wind-Down Budget), immaterial) that is not consistent with the Canadian Going 

Concern Budget or (if applicable) the Canadian Wind-Down Budget;

(f) any Loan Party shall make any adequate protection payments in respect of 

interest on any Existing Debt;

(g) the Domestic Facility Termination Date shall not have occurred on or 

prior to June 9, 2018; 

(h) the Canadian Facility Termination Date shall not have occurred on or prior 

to June 30, 2018 (or, if the Canadian Wind-Down Notice has been delivered, July 31, 2018);

(i) on or prior to April 25, 2018, the Bankruptcy Court shall not have entered 

a final order, in form and substance consistent with the Interim Domestic Waiver Approval 

Order, the Extended Interim Domestic Waiver Approval Order, the Second Extended Interim 

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Domestic Waiver Approval Order and the Third Extended Interim Domestic Waiver Approval 

Order (each as defined below), with modifications thereto to reflect the final nature thereof, and 

any other modifications thereto satisfactory to the Administrative Agent and the Required 

Lenders, authorizing the Loan Parties to enter into this Agreement and to perform the obligations 

hereunder, which final order shall not have been vacated or reversed, shall not be subject to any 

stay, and shall not have been modified or amended in any manner without the consent of the 

Administrative Agent and the Required Lenders (the “Final Domestic Waiver Approval 

Order”) and the date of the satisfaction of the condition in this paragraph (i), (the “Final 

Domestic Waiver Approval Order Date”);

(j) on or prior to April 30, 2018, the Canadian Court shall not have entered an 

order, in form and substance satisfactory to the Canadian Agent and the Administrative Agent, 

authorizing the Canadian Borrower to enter into this Agreement and to perform the obligations 

hereunder, which order shall not have been vacated or reversed, shall not be subject to any stay, 

and shall not have been modified or amended in any manner without the consent of the Canadian 

Agent (the “Canadian Waiver Approval Order”, and, together with the Final Domestic Waiver 

Approval Order, the Interim Domestic Waiver Approval Order, the Extended Interim Domestic 

Waiver Approval Order, the Second Extended Interim Domestic Waiver Approval Order and the 

Third Extended Interim Domestic Waiver Approval Order, the “Waiver Approval Orders” and 

collectively with the Sale Approval Order, the Orders attached to the Store Liquidation Motion

and the Canadian Wind-Down Orders, the “Wind-Down Orders”); 

(k) any of the Waiver Approval Orders shall have been stayed, reversed, 

vacated, rescinded or modified in any material respect without the prior written consent of the 

Required Lenders; 

(l) on or prior to April 16, 2018, the Loan Parties shall not have obtained 

consent to extend the deadline to assume or reject (x) the master lease with Propco II, and (y) 

those third-party leases which are necessary to the liquidation process, in each case, through and 

including a date no earlier than June 30, 2018; 

(m) (i) on or prior to April 16, 2018, the Loan Parties shall not have obtained 

consent to extend the deadline to assume or reject the master lease with Propco I through and 

including a date no earlier than April 30, 2018 (the “Initial PropCo I Extension Date”), and (ii) 

on or prior to the Initial PropCo I Extension Date, the Loan Parties shall not have obtained 

further consent to extend the deadline to assume or reject the master lease with Propco I through 

and including a date no earlier than June 30, 2018;

The “Domestic Facility Termination Date” means the date on which the Domestic 

Commitments have been irrevocably terminated, the Domestic Borrowers shall have indefeasibly

and irrevocably paid and satisfied in full in cash all Obligations (other than Canadian Liabilities 

and contingent indemnity obligations with respect to then unasserted claims), the Domestic 

Borrowers shall have indefeasibly and irrevocably paid and satisfied in full in cash the Other 

Liabilities then due and payable (other than Canadian Liabilities), all Domestic Letters of Credit 

shall have expired or terminated (or been collateralized in a manner satisfactory to the Issuing 

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Banks) and all Domestic Letter of Credit Outstandings have been reduced to zero (or been 

collateralized in a manner satisfactory to the Issuing Banks).

5. Termination of Swingline Facility. Effective as of the Waiver Effective Date, the 

parties hereto agree that (i) the Domestic Swingline Loan Ceiling shall be equal to $0 and (ii) the 

Canadian Swingline Loan Ceiling shall be equal to $0.

6. Treatment of Loans, Commitments and Letters of Credit.

(a) With effect as of the Waiver Effective Date, and notwithstanding the 

waivers and consents in this Agreement, (i) all Revolving Credit Loans shall be automatically 

converted into Prime Rate Loans bearing interest, effective from March 15, 2018, at the Prime 

Rate plus 3.50% and all Revolving Credit Loans shall continue as Prime Rate Loans bearing 

interest at the Prime Rate plus 3.50% at all times thereafter, (ii) all Term Loans shall be 

automatically converted into Prime Rate Loans bearing interest, effective from March 15, 2018, 

at the Prime Rate plus 7.75% and all Term Loans shall continue as Prime Rate Loans bearing 

interest at the Prime Rate plus 7.75% at all times thereafter, and (iii) all Letter of Credit Fees 

shall be increased by an amount equal to 2% per annum. The Lead Borrower shall reimburse 

each Domestic Lender and the Canadian Borrower shall reimburse each Canadian Lender for any 

Breakage Costs resulting from such conversion calculated consistent with Section 2.16(b) of the 

DIP ABL/FILO Credit Agreement.

(b) Notwithstanding anything to the contrary in Sections 2.08 and 2.19 of the 

DIP ABL/FILO Credit Agreement, interest on Loans, Unused Canadian Fees and Letter of 

Credit Fees shall be payable on the last Business Day of each calendar month.

(c) Notwithstanding anything to the contrary in Section 2.04 of the DIP 

ABL/FILO Credit Agreement, effective as of the Final Domestic Waiver Approval Order Date, 

(i) the Lead Borrower shall submit a notice of Borrowing for Prime Rate Loans in an amount 

equal to 103% of the amount of all Domestic Letter of Credit Outstandings as of such date that 

have not been cash collateralized, the proceeds of which shall be used to cash collateralize the 

Domestic Letter of Credit Outstandings as of such date and (ii) the Lead Borrower shall submit a 

notice of Borrowing for Prime Rate Loans in an amount equal to the U.S. Dollar equivalent of 

103% of the amount of the Canadian Letter of Credit Outstandings as of such date that have not 

been cash collateralized, the proceeds of which shall be converted immediately into Canadian 

Dollars and shall be used to cash collateralize the Canadian Letter of Credit Outstandings as of 

such date (which cash collateralization shall result in a subrogated claim pursuant to Section 

10.07 of the DIP ABL/FILO Credit Agreement). The Consenting Lenders hereby waive the 

conditions set forth in Section 4.02 of the DIP ABL/FILO Credit Agreement with respect to such 

Borrowings, and the applicable Lenders with Commitments shall fund such Borrowing in 

accordance with the terms of the DIP ABL/FILO Credit Agreement; provided that the proceeds 

of such Revolving Credit Loans shall be applied to cash collateralize the Domestic Letter of 

Credit Outstandings and Canadian Letter of Credit Outstandings, as applicable. If prior to the 

Domestic Facility Termination Date or the Canadian Facility Termination Date, as applicable, 

any Letter of Credit expires undrawn or the principal amount of any Letter of Credit is reduced, 

any cash collateral held in respect of the expired or reduced amount shall be applied by the 

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Administrative Agent or the Canadian Agent, as applicable, promptly following the date of such 

expiration or reduction, as applicable, to the payment of principal and accrued interest 

outstanding under the Domestic Revolving Credit Loans (which, in the event cash collateral held 

in respect of the Canadian Letter of Credit Outstandings is used for such payment, shall reduce 

the amount of the subrogation claims provided in Section 6(c)), and, thereafter, to the payment of 

principal and accrued interest outstanding under the Domestic Term Loans, and thereafter, to the 

payment of principal and accrued interest outstanding under the Canadian Revolving Credit 

Loans, and, thereafter, to the payment of principal and accrued interest outstanding under the 

Canadian Term Loans, and thereafter to the repayment of all other Obligations that are then due 

and payable.

(d) Immediately following the funding of the Revolving Credit Loans 

described in the preceding clause (c), the Domestic Commitments shall be permanently reduced 

to an amount equal to (x) the Total Domestic Revolver Outstandings as of such date (after giving 

effect to Borrowing of Revolving Credit Loans made pursuant to Sections 6(c)(i) and 6(c)(ii) to 

cash collateralize the Domestic Letter of Credit Outstandings and the Canadian Letter of Credit 

Outstandings) plus (y) $40,623,829.60, which reduction shall be applied ratably to the Domestic 

Commitment of each Lender and from and after the Final Domestic Waiver Approval Order 

Date, no Lender shall have any commitment to make any Credit Extension to the Lead Borrower. 

In addition, the Domestic Commitments shall automatically and without the requirement of any 

notice be permanently reduced by the amount of (i) any principal repayment of Domestic 

Revolving Credit Loans made on or after the Final Domestic Waiver Approval Order Date, (ii) 

any reduction in the Domestic Letter of Credit Outstandings or the Canadian Letter of Credit 

Outstandings upon a drawing or payment under a Letter of Credit or the expiration or 

termination thereof, in each case made on or after the Final Domestic Waiver Approval Order 

Date, (iii) any reduction of the Canadian Letter of Credit Outstandings during the period from the 

Amendment and Restatement Date to the Waiver Effective Date and (iv) any reduction of the 

amount of the Canadian Commitments made on or after the Waiver Effective Date.

(e) With effect as of the Waiver Effective Date, the Canadian Commitments 

shall hereby be permanently reduced to an amount equal to (x) $40,623,829.60, less (y) the 

amount of any reduction of the Canadian Letter of Credit Outstandings during the period from 

the Amendment and Restatement Date (as defined below) to the Waiver Effective Date, which 

reduction shall be applied ratably to the Canadian Commitment of each Lender.

7. Amendments to DIP ABL/FILO Credit Agreement. With effect as of the Waiver 

Effective Date, the DIP ABL/FILO Credit Agreement is amended as follows:

(a) The definition of “Permitted Encumbrances” shall be amended by deleting the 

“and” at the end of paragraph (gg) thereof, replacing the “.” at the end of paragraph (hh) 

thereof with “; and” and by adding the following new paragraph (ii):

“(ii) following (or substantially contemporaneously with) the Canadian 

Facility Termination Date (as defined in the Second Amended and Restated Waiver, 

Consent and Amendment Agreement hereto, dated as of April [ ], 2018), any Liens on 

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property of any Canadian Loan Party to secure any Post-Termination Canadian 

Indebtedness.”

(b) The definition of “Permitted Indebtedness” shall be amended by deleting the 

“and” at the end of paragraph (aa) thereof, replacing the “.” at the end of paragraph (bb) 

thereof with “; and” and by adding the following new paragraph (cc):

“(cc) following (or substantially contemporaneously with) the Canadian 

Facility Termination Date, any additional Indebtedness of the Canadian Borrower; 

provided, that such Indebtedness shall not be guaranteed by any Domestic Loan Party or 

secured by any property of any Domestic Loan Party (the “Post-Termination Canadian 

Indebtedness”).”

(c) The definition of “Specified Indebtedness” shall be amended by deleting 

clause (ii) therein in its entirety. 

(d) The definition of “Substantial Liquidation” shall be amended by adding 

“(other than, following the Canadian Facility Termination Date the Collateral of the 

Canadian Borrower or the Capital Stock of the Canadian Borrower)” immediately after 

“by the Loan Parties”. 

(e) Section 4.02 of the DIP ABL/FILO Credit Agreement shall be amended by 

adding the following paragraph (l) after the existing paragraph (k) thereof:

“(l) The Required Lenders, acting in their sole discretion, shall have 

consented to the making of such Revolving Credit Loan or issuance or extension of Letter 

of Credit, as applicable (provided that the Required Lenders have consented to the 

making of the Revolving Credit Loans to be made pursuant to Section 6 of the Second 

Amended and Restated Waiver, Consent and Amendment Agreement hereto, dated as of 

April [ ], 2018, to be used to cash collateralize the Domestic Letter of Credit 

Outstandings and the Canadian Letter of Credit Outstandings).”

(f) Section 4.02 of the DIP ABL/FILO Credit Agreement shall be amended by 

deleting the last two sentences of the last paragraph thereof.

(g) Section 5.01(a) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(a) [reserved],”.

(h) Section 5.01(b) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(b) [reserved],”.

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(i) Section 5.01(c) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(c) [reserved],”.

(j) Section 5.01(d) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(d) [reserved],”.

(k) Section 5.01(f) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(f) [reserved],”.

(l) Section 5.01(i) of the DIP ABL/FILO Credit Agreement shall be replaced in its 

entirety with the following: 

“(i) [reserved],”.

(m) Section 5.01(k) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(k) [reserved],”

(n) Section 5.01(l) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(l) [reserved],”.

(o) Section 5.01(m) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(m) [reserved],”.

(p) Section 5.02(d) of the DIP ABL/FILO Credit Agreement shall be replaced in 

its entirety with the following:

“(d) [reserved],”.

(q) Section 5.16 of the DIP ABL/FILO Credit Agreement shall be replaced in its 

entirety with the following:

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“Section 5.16 [Reserved],”.

(r) Section 5.19(b) and (c) of the DIP ABL/FILO Credit Agreement shall be 

replaced in their entirety with the following:

“a weekly call (at a time to be mutually agreed) with the Administrative 

Agent and its advisors and the law firm acting as counsel to the holders of a majority of 

the Term Loans that has been previously identified to the Lead Borrower and the 

Administrative Agent (the “Specified Legal Advisor”) to discuss the status of the 

implementation of the Domestic Wind-Down Budget (as defined in the Second Amended 

and Restated Waiver, Consent and Amendment Agreement hereto, dated as of April [ ],

2018) and related going out of business sales, which will include a discussion of the 

maximization of value of inventory and any other assets with respect to any going out of 

business sales and the efforts to effectuate the TRU Canada Sale (as defined in the 

Second Amended and Restated Waiver, Consent and Amendment Agreement hereto, 

dated as of April [ ], 2018) or the status of the implementation of the Canadian WindDown Budget (as defined in the Second Amended and Restated Waiver, Consent and 

Amendment Agreement hereto, dated as of April [ ], 2018), as applicable”.

(s) Section 6.09(x) of the DIP ABL/FILO Credit Agreement shall be amended by 

replacing the words “to have an adverse effect” with the words “to have a material 

adverse effect (other than any such amendments made to effect the terms of the Second 

Amended and Restated Waiver, Consent and Amendment Agreement hereto, dated as of 

April [ ], 2018)”.

(t) Section 6.09(y) of the DIP ABL/FILO Credit Agreement shall be amended by 

adding “(in each case, other than any such amendments to the DIP Term Loan Facility 

made on or prior to March 20, 2018)” immediately prior to “.” at the end of such section.

(u) Section 6.10 of the DIP ABL/FILO Credit Agreement shall be replaced in its 

entirety with the following:

“SECTION 6.10 [Reserved]”.

(v) Section 6.15 of the DIP ABL/FILO Credit Agreement shall be replaced in its

entirety with the following:

“SECTION 6.15 [Reserved]”.

(w) Sections 7.01(x) of the DIP ABL/FILO Credit Agreement shall be amended 

by adding “(in each case, other than any Liens or claims on the assets or properties of the 

Canadian Borrower or (if a Qualifying TRU Canada Sale in the form of a disposition of 

the Capital Stock of the Canadian Borrower has been consummated) the Stock of the 

Canadian Borrower after the Canadian Facility Termination Date (as defined in the 

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Second Amended and Restated Waiver, Consent and Amendment Agreement hereto, 

dated as of April [ ], 2018)” immediately prior to “;” at the end of each such clause.

(x) Section 7.01(r)(vii), Section 7.01(u), Section 7.01(w), Section 7.01(x) and 

Section 7.01(bb) of the DIP ABL/FILO Credit Agreement shall each be amended by 

adding, immediately prior to “;” at the end of each such clause, “; provided, however, that 

after the Canadian Facility Termination Date (as defined in the Second Amended and 

Restated Waiver, Consent and Amendment Agreement hereto, dated as of April [ ], 2018) 

no Event of Default under this clause shall occur solely with respect to the Canadian 

Borrower”.

(y) Article VI shall be amended by replacing “(provided that the Canadian 

Borrower covenants only for itself and its Subsidiaries)” with the following:

“(provided that the Canadian Borrower covenants only for itself and its 

Subsidiaries and, after the Canadian Facility Termination Date (as defined in the Second 

Amended and Restated Waiver, Consent and Amendment Agreement hereto, dated as of 

April [ ], 2018), such covenants shall not be deemed to apply to the Canadian Borrower 

and its Subsidiaries)”

(z) Section 9.18 shall be amended by adding “and, after the Canadian Facility 

Termination Date (as defined in the Second Amended and Restated Waiver, Consent and 

Amendment Agreement hereto, dated as of April [ ], 2018), (w) the Canadian Borrower 

shall have no liability whatsoever under the Loan Documents (including, pursuant to 

Section 2.26), (x) no representations and warranties under Article III hereof or under any 

other Loan Documents shall apply to the Canadian Borrower, (y) no covenants under 

Article V or Article VI hereof or under any other Loan Documents shall apply to the 

Canadian Borrower and (z) the Canadian Borrower shall be excluded from any 

determination as to whether a Default or Event of Default has occurred” immediately 

prior to “.” at the end of such section.

8. Representations and Warranties. Each Loan Party party hereto represents and 

warrants to the Agents and the Lenders, on and as of the Waiver Effective Date, that:

(a) Each Loan Party has all requisite organizational power and authority to 

perform all its obligations under the DIP ABL/FILO Credit Agreement and to execute 

and deliver and perform all its obligations under this Agreement.

(b) The transactions contemplated by this Agreement and by the DIP 

ABL/FILO Credit Agreement are within such Loan Party’s corporate powers and have 

been duly authorized by all necessary corporate, membership, partnership or other 

necessary action. Subject to the entry of the Waiver Approval Orders and the terms 

thereof, this Agreement has been duly executed and delivered by each Loan Party that is 

a party hereto or thereto and constitutes, and when executed and delivered by such Loan 

Party, this Agreement and the DIP ABL/FILO Credit Agreement will constitute, a legal, 

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valid and binding obligation of such Loan Party, enforceable in accordance with its terms 

subject to the terms of the Orders and the Waiver Approval Orders.

(c) The transactions to be entered into and contemplated by this Agreement 

and the DIP ABL/FILO Credit Agreement will not violate the Charter Documents of any 

Loan Party.

(d) On and as of the Waiver Effective Date, no Default or Event of Default 

(other than the Specified Events of Default) has occurred and is continuing or will result 

from the entry by the Loan Parties into this Agreement.

9. Conditions to Effectiveness.

(a) Subject to paragraphs (b), (c) and (d) below, this Agreement shall become 

effective (the date of such effectiveness being referred to herein as the “Waiver Effective 

Date”) upon satisfaction or waiver of each of the following conditions:

(i) execution and delivery of this Agreement by the Administrative Agent, the 

Canadian Agent, the Co-Collateral Agents, Lenders constituting the Required Lenders 

under the DIP ABL/FILO Credit Agreement and the Loan Parties and, in each case, 

delivered to the Administrative Agent; and

(ii) (w) the Canadian Waiver Approval Order shall have been entered by the 

Canadian Court, (x) the Final Domestic Waiver Approval Order shall have been entered 

by the Bankruptcy Court, (y) the interim order entered by the Bankruptcy Court on 

March 21, 2018 in connection with the Original Waiver, Consent and Amendment 

[Docket No. 2318] (the “Interim Domestic Waiver Approval Order”), as amended by 

the amended interim order entered by the Bankruptcy Court on March 27, 2018 [Docket 

No. 2427] (the “Extended Interim Domestic Waiver Approval Order”) and as further 

amended by the second amended interim order entered by the Bankruptcy Court on April 

13, 2018 [Docket No. 2713] (the “Second Extended Interim Domestic Waiver 

Approval Order”) and by the third amended interim order entered by the Bankruptcy 

Court on April 20, 2018 [Docket No. 2796] (the “Third Extended Interim Domestic 

Waiver Order”), shall not have been vacated or reversed, shall not be subject to any 

stay, and shall not have been modified or amended in any manner without the consent of 

the Administrative Agent and the Required Lenders, and (z) the DIP Term Waiver (as 

defined in the Debtors’ motion seeking the Domestic Waiver Approval Order) shall have 

become effective substantially in the form provided to the Lenders in connection with the 

execution of this Agreement; and

(iii) the Loan Parties shall have indefeasibly and irrevocably paid and satisfied in 

full in cash all previously invoiced Credit Party Expenses payable pursuant to this 

Agreement or Section 9.03 of the DIP ABL/FILO Credit Agreement.

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(b) Immediately upon the satisfaction or waiver of the conditions set forth in the 

foregoing clauses (a)(i) and (a)(iii) (the date of the satisfaction of such conditions, the 

“Amendment and Restatement Date”), (x) the date set forth in clause 2(b) of the 

Forbearance shall be automatically extended to April 30, 2018 at 11:59 pm New York 

time and (y) the Forbearance and its terms shall extend to all Specified Events of Default 

and each reference to the “Designated Defaults” in the Forbearance shall be deemed to be 

replaced with a reference to the Specified Events of Defaults (as defined in this 

Agreement); provided that the Forbearance shall terminate if a fact or circumstance 

occurs that would constitute an Event of Default under this Agreement, had the Waiver 

Effective Date occurred.

(c) Section 6(c) and Section 6(d) of this Agreement shall become effective upon 

the Final Domestic Waiver Approval Order Date if the Amendment and Restatement 

Date has occurred prior to such date.

(d) For the avoidance of doubt, upon the Amendment and Restatement Date, the 

Existing Waiver, Consent and Amendment shall be amended and restated and superseded 

in its entirety by this Agreement; provided that notwithstanding the foregoing, this 

Agreement shall not act as a waiver of any default or event of default, or cure any breach 

of the terms of, the Original Waiver, Consent and Amendment or the Existing Waiver, 

Consent and Amendment that may have occurred prior to the Amendment and 

Restatement Date.

10. Miscellaneous.

(a) This Agreement and the Waiver shall be limited precisely as written and, except 

as expressly provided herein, shall not be deemed (a) to be a consent granted pursuant to, or a 

waiver or modification of, any term or condition of the DIP ABL/FILO Credit Agreement, any 

other Loan Documents or any of the instruments or agreements referred to therein or (b) other 

than as expressly stated herein, to prejudice any right or rights which the Agents or the other 

Secured Parties may now have or have in the future under or in connection with the DIP 

ABL/FILO Credit Agreement, the other Loan Documents or any of the instruments or 

agreements referred to therein including any rights from the existence or continuation of a Cash 

Dominion Event. The Loan Parties agree that their obligations set forth in Section 9.03 of the 

DIP ABL/FILO Credit Agreement shall extend to the preparation, execution and delivery of this 

Agreement and that the Credit Party Expenses payable pursuant to Section 9.03 of the DIP 

ABL/FILO Credit Agreement shall include the reasonable fees, charges and disbursements of the 

Specified Legal Advisor incurred (whether before or after the Waiver Effective Date) in 

connection with this Agreement, the DIP ABL/FILO Credit Agreement and the other Loan 

Documents. This Agreement is hereby deemed to be a Loan Document for purposes of each 

Loan Document. All terms and provisions of the Loan Documents remain in full force and 

effect, except to the extent expressly modified by this Agreement (it being understood and 

agreed that nothing contained in the Domestic Wind-Down Budget, the Canadian Going Concern 

Budget or the Canadian Wind-Down Budget, as the case may be, shall modify the obligations of 

the Loan Parties under the Loan Documents). Each of the Loan Parties acknowledges that the 

Administrative Agent, the Canadian Agent, the Co-Collateral Agents and the Consenting 

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Lenders have made no representations as to what actions, if any, they will take after the Waiver 

Effective Date, and the Administrative Agent and each Consenting Lender hereby specifically 

reserves any and all rights, remedies, and claims it has (after giving effect hereto) with respect to 

any Events of Default and other Defaults that may occur (other than the Specified Events of 

Default). The Loan Parties hereby acknowledge and agree that account number 528277937 in 

the name of the Lead Borrower and account numbers 4000013288 and 4000013289 in the name 

of the Canadian Borrower are under the sole and exclusive dominion and control of the 

Administrative Agent and the Canadian Agent (subject in all respects to the Wind-Down 

Orders).

(b) For the avoidance of doubt, all payments on account of Loans and Letters 

of Credit made by the Loan Parties shall be applied in accordance with the payment waterfall 

provisions set forth in Section 7.03(a) and (b) of the DIP ABL/FILO Credit Agreement (subject 

in all respects to the Wind-Down Orders).

(c) Unless specifically stated otherwise herein, for purposes of this 

Agreement, a “week” shall begin on a Sunday and end on a Saturday.

(d) Each of the parties hereto agrees that upon the Waiver Effective Date, the 

“Forbearance Period” as defined in the Forbearance shall immediately terminate.

11. Remedies upon Events of Default. Upon the Administrative Agent’s delivery of 

written notice of the occurrence of an Event of Default (which written notice may be provided 

via email) to the Loan Parties, counsel to the Loan Parties, counsel to the Unsecured Creditors 

Committee and, to the extent affecting the Canadian Borrower, the Monitor, during the 5 

Business Day period after delivery thereof, the Credit Parties shall negotiate in good faith with 

the Loan Parties, the Unsecured Creditors Committee and, to the extent affecting the Canadian 

Borrower, the Monitor, the manner in which the Credit Parties intend to exercise their rights and 

remedies under the Loan Documents; provided, that this section 11 shall not be deemed a waiver 

of any rights or remedies of the Credit Parties under the Loan Documents upon an Event of 

Default, and the Credit Parties can proceed in their sole discretion following such 5 Business 

Day period if no agreement is reached with the Loan Parties, the Unsecured Creditors Committee

and/or the Monitor.

12. Counterparts. This Agreement may be executed in any number of counterparts 

and by the different parties hereto in separate counterparts, each of which shall be an original and 

all of which, when taken together, shall constitute but one and the same instrument. A facsimile 

or pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually 

executed copy for all purposes.

13. Governing Law. THIS AGREEMENT AND ALL ACTIONS ARISING UNDER 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 

WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT 

APPLICABLE) THE BANKRUPTCY CODE AND THE CCAA.

[SIGNATURE PAGES FOLLOW]

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Schedule I

Required Repayment Amounts

Fiscal Month Domestic Revolving 

Credit Loans and 

Cash 

Collateralization of 

Letters of Credit

Domestic Term 

Loans

Canadian Term 

Loans

March 2018 $100.0 million $0 $0

April 2018 In full $125.0 million $0

May 2018 - $125.0 million

(in full)

$50.0 million

June 2018 - - $150.0 million

(in full)

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Schedule II

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W/3119214v5

#90820486v2

KL2 3065692.13

Exhibit 2

Term DIP Waiver

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SECOND AMENDED AND RESTATED WAIVER, CONSENT AND AMENDMENT 

AGREEMENT

THIS SECOND AMENDED AND RESTATED WAIVER, CONSENT AND 

AMENDMENT AGREEMENT, dated as of April [Ɣ@, 2018 (this “Agreement”) is entered into 

by and among Toys “R” Us-Delaware, Inc. a Delaware corporation, as debtor and debtor-inpossession under chapter 11 of the Bankruptcy Code (the “Borrower”), the Guarantors party to 

the DIP Term Loan Credit Agreement (as defined below) and NexBank SSB, as administrative 

agent (together with its permitted successors and assigns in such capacity, the “Administrative 

Agent”), and NexBank SSB, as collateral agent (together with its permitted successors and 

assigns in such capacity, the “Collateral Agent”) and the lenders under the DIP Term Loan 

Credit Agreement party hereto, which lenders constitute the “Required Lenders” as defined in 

the DIP Term Loan Credit Agreement (such Lenders, the “Consenting Lenders”).

RECITALS:

WHEREAS, reference is made to that certain Debtor-in-Possession Credit Agreement 

dated as of September 22, 2017, by and among the Borrower, the Guarantors from time to time 

party thereto, the Administrative Agent, the Collateral Agent and the lenders from time to time 

party thereto (as amended, restated, amended and restated, supplemented otherwise modified 

from time to time prior to the date hereof, the “DIP Term Loan Credit Agreement”; capitalized 

terms used and not otherwise defined herein have the meanings assigned to them in the DIP 

Term Loan Credit Agreement);

WHEREAS, the Loan Parties (i) have defaulted in their obligations pursuant to Section 

6.16 of the DIP Term Loan Credit Agreement as in effect prior to giving effect to this 

Agreement, (ii) have determined to suspend the operation of the Loan Parties’ business in the 

ordinary course, liquidate all or substantially all of the Loan Parties’ assets and Store locations, 

and employ an agent or other third party to conduct store closing, store liquidation and “GoingOut-Of-Business” sales for substantially all of the Loan Parties’ Stores, which would give rise to 

an Event of Default pursuant to Section 8.01(v) of the DIP Term Loan Credit Agreement and 

(iii) have informed the Administrative Agent of the Loan Parties’ commencement of bulk sales 

in connection with the closing of substantially all Stores of the Domestic Loan Parties, which 

sales would give rise to an Event of Default pursuant to Section 8.01(b) of the DIP Term Loan 

Credit Agreement resulting from the failure to observe the covenant set forth in Section 7.05 of 

the DIP Term Loan Credit Agreement (the Events of Default and potential Events of Defaults 

described in the foregoing clauses and any potential Default or Event of Default arising out of 

the inaccuracy of any representation that may have result therefrom, the “Specified Events of 

Default”); 

WHEREAS, the Loan Parties have the intention to wind-down their operations in the 

United States and to liquidate substantially all of their inventory in the United States (the 

“Domestic Wind-Down”), consistent with the weekly budget delivered to the Administrative 

Agent and attached hereto as Exhibit A (together with the corresponding detailed monthly 

budget delivered to Consenting Lenders in connection herewith, the “Domestic Wind-Down 

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2

Down Budget shall be reduced by the Loan Parties as provided in Section 3(k) below (but not 

increased) to the extent the Loan Parties amend, modify or terminate contractual arrangements, 

including lease obligations, to provide for disbursements that are less than those contemplated by 

the existing Domestic Wind-Down Budget, the Canadian Going Concern Budget or (if 

applicable) the Canadian Wind-Down Budget) and pursuant to liquidation agreements attached 

hereto as Exhibit B;

WHEREAS, the Loan Parties have informed the Administrative Agent that they intend 

to sell or otherwise dispose of all of the Capital Stock of Toys “R” Us (Canada) Ltd. / Toys “R” 

Us (Canada) Ltee. (“TRU Canada”) or all or substantially all of the assets of TRU Canada on a 

going concern basis (the “TRU Canada Sale”), which sale or other disposition would give rise 

to an Event of Default pursuant to Section 8.01(b) of the DIP Term Loan Credit Agreement 

resulting from the failure to observe the covenant set forth in Section 7.05 of the DIP Term Loan 

Credit Agreement;

WHEREAS, TRU Canada intends to continue going concern business operations at all 

of the Stores of TRU Canada consistent with the terms of the budget attached hereto as Exhibit C

(the “Canadian Going Concern Budget”) while it pursues the TRU Canada Sale;

WHEREAS, the Loan Parties acknowledge and agree that upon the occurrence and 

during the continuance of an Event of Default, the Administrative Agent and the Collateral 

Agent are authorized to and shall at the direction of the Required Lenders proceed to protect and 

enforce certain rights and remedies under the DIP Term Loan Credit Agreement and the other 

Loan Documents, subject in all respects to the Remedies Notice Period (as defined in the U.S. 

Order);

WHEREAS, the Loan Parties, the Administrative Agent the Collateral Agent and certain 

Lenders constituting the Required Lenders have previously entered into that certain Waiver, 

Consent and Amendment Agreement, dated as of March 20, 2018 (the “Original Waiver, 

Consent and Amendment”) and (ii) that certain Amended and Restated Waiver, Consent and 

Amendment Agreement which amended and restated the Original Waiver, Consent and 

Amendment, dated as of March 28, 2018 (the “Existing Waiver, Consent and Amendment”), 

in each case to accommodate such requests of the Loan Parties on the terms and subject to the 

conditions set forth therein and herein; and 

WHEREAS, the Loan Parties, the Administrative Agent, the Collateral Agent and the 

Consenting Lenders parties hereto have agreed to amend and restate the Existing Waiver, 

Consent and Amendment as set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the covenants and conditions 

contained herein and other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the Parties agree to amend and restate the Existing Waiver, Consent 

and Amendment in its entirety as follows:

1. Incorporation of Recitals.

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Each of the Loan Parties acknowledges that the recitals set forth above are true 

and correct in all respects.

2. Limited Waiver; Consent.

(a) In reliance upon the representations, warranties and covenants of the Loan 

Parties contained in this Agreement, and upon the terms and subject to the conditions of this 

Agreement, the Consenting Lenders hereby, effective as of the Waiver Effective Date, waive 

each of the Specified Events of Default (the “Waiver”). Except as expressly set forth in this 

Agreement, no terms, covenants or other provisions of the DIP Term Loan Credit Agreement or 

any other Loan Document are intended pursuant to any provision of this Agreement to (or shall) 

be affected by any provision of this Agreement, all of which remain in full force and effect 

unaffected by any provision of this Agreement.

(b) The Waiver is limited to the extent specifically set forth herein and 

nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver 

of any Defaults or Events of Default or compliance with any term or provision of the Loan 

Documents (as amended hereby), in each case other than the Specified Events of Default, (ii) to 

constitute a waiver of any Defaults or Events of Default that may exist under the Original 

Waiver, Consent and Amendment or the Existing Waiver, Consent and Amendment or (iii) to 

establish a custom or course of dealing between the Loan Parties, on the one hand, and the 

Administrative Agent, the Collateral Agent and/or any Lender, on the other hand.

(c) The Consenting Lenders hereby, effective as of the Waiver Effective Date, 

consent (i) to the TRU Canada Sale and (ii) to the entry of (and to the filing of any motion by the 

Loan Parties seeking) any order of the Bankruptcy Court or the Ontario Superior Court of Justice 

(Commercial List (the “Canadian Court”) permitting the TRU Canada Sale, and agree that no 

Default or Event of Default shall result from the foregoing (including pursuant to Section 

8.01(b), (m) and (q) of the DIP Term Loan Credit Agreement), so long as, in each case, the TRU 

Canada Sale is a Qualifying TRU Canada Sale. A “Qualifying TRU Canada Sale” shall mean 

a TRU Canada Sale that is made pursuant to an Approved TRU Canada Purchase Agreement (as 

defined below) (including the performance of any transition services by the Loan Parties as 

contemplated thereby) and notwithstanding any other provision of this Agreement (including, for 

greater certainty, any provision of the Domestic Wind-Down Budget) prior to or upon 

consummation thereof (and as a condition to the consummation thereof) (i) the Canadian 

Commitments (as defined in the ABL Credit Agreement) shall have been terminated, all 

Canadian Liabilities (as defined in the ABL Credit Agreement) and Other Liabilities (as defined 

in the ABL Credit Agreement) of TRU Canada shall have been indefeasibly and irrevocably paid 

and satisfied in full in cash (other than contingent indemnity obligations with respect to then 

unasserted claims), all Canadian Letters of Credit (as defined in the ABL Credit Agreement) 

shall have expired or terminated (or been collateralized in a manner reasonably satisfactory to the 

Issuing Banks (as defined in the ABL Credit Agreement)), all Letter of Credit Outstandings (as 

defined in the ABL Credit Agreement) have been reduced to zero (or been collateralized in a 

manner satisfactory to the Issuing Banks (as defined in the ABL Credit Agreement)) (and the 

Consenting Lenders hereby consent to the making of the foregoing payments and terminations) 

and TRU Canada shall have indefeasibly and irrevocably paid in full in cash to the Borrower all 

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amounts owed under subrogation claims in respect of the cash collateralization by the Borrower 

of the Canadian Letter of Credit Outstandings and (ii) a final order of the Bankruptcy Court 

and/or the Canadian Court, as applicable, satisfactory to the Administrative Agent (as defined in 

the ABL Credit Agreement) and the Canadian Agent (as defined in the ABL Credit Agreement) 

shall have been entered that ratifies such termination, payment and satisfaction or the Required 

Lenders (as defined in the ABL Credit Agreement) shall otherwise be satisfied that such 

indefeasible and irrevocable termination, payment and satisfaction has occurred. The date on 

which the conditions set forth in clauses (i) and (ii) of the immediately preceding sentence are 

satisfied or waived is referred to as the “Canadian Facility Termination Date”.

3. Additional Covenants. From and after the Waiver Effective Date (as defined 

below), the Loan Parties shall comply with the following covenants:

(a) The Loan Parties shall (i) on Thursday of each week (beginning with the 

week starting on April 1, 2018) provide to the Administrative Agent a weekly report for the 

previous week in a form acceptable to the Administrative Agent summarizing the status of the 

Domestic Wind-Down, which report shall include (x) an inventory balance of the Loan Parties, 

(y) a variance comparison of actual results, disbursements and proceeds to the results, 

disbursements and proceeds set forth in the Domestic Wind-Down Budget on a line item basis, 

and the timing of the delivery of the Loan Parties’ portion of proceeds and a reconciliation with 

the liquidators’ portion of such proceeds and (z) an explanation for any variance between the 

Domestic Wind-Down Budget and actual results that is not immaterial and a summary status 

report of the implementation of the Domestic Wind-Down Budget, (ii) on Thursday of each 

second week (beginning with the week starting on April 1, 2018), provide to the Administrative 

Agent a bi-weekly report, with allocations on an estate-by-estate and loan-by-loan basis, of all 

paid and estimated accrued professional fees and expenses, (iii) on Thursday of each week 

(beginning with the week starting on April 1, 2018) provide to the Administrative Agent an 

updated schedule of store and distribution center closings during the previous week, (iv) provide 

access to the Administrative Agent, the Collateral Agent and their respective advisors and 

representatives to financial records and properties of the Loan Parties relating to the Domestic 

Wind-Down and provide all information as may be requested by the Administrative Agent, the 

Collateral Agent and their respective advisors and representatives in connection with the status 

of the Domestic Wind-Down (other than such information that is subject to attorney-client 

privilege or could result in a breach of a confidentiality obligation or applicable law or otherwise 

constitutes attorney work product) promptly after request therefor and (v) on Thursday of each 

week (beginning with the week starting on April 1, 2018), provide to the Administrative Agent 

with an updated inventory report for the last day of the previous week in such form as has been 

agreed prior to the Waiver Effective Date or otherwise satisfactory to the Administrative Agent.

(b) Prior to the delivery of the Canadian Wind-Down Notice (as defined 

below), TRU Canada shall (i) on Thursday of each week (beginning with the week starting on 

April 1, 2018) provide to the Administrative Agent a weekly report for the previous week in a 

form acceptable to the Administrative Agent summarizing the status of the Sale Process (as 

defined below), which report shall include (x) a comparison of actual results, disbursements and 

proceeds to the results, disbursements and proceeds set forth in the Canadian Going Concern 

Budget on a line item basis and (y) an explanation for any variance between the Canadian Going 

Concern Budget and actual results that is not immaterial and (ii) provide access to the 

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Administrative Agent the Collateral Agent and their respective advisors and representatives to 

financial records relating to the Sale Process and properties of TRU Canada and provide all 

information as may be requested by the Administrative Agent, the Collateral Agent and their 

respective advisors and representatives in connection with the Sale Process promptly after 

request therefor, including for greater certainty copies of teaser letters, letters of intent, written 

expressions of interest, bid letters and draft purchase agreements promptly after request therefor 

(other than such information that is subject to attorney-client privilege or could result in a breach 

of a confidentiality obligation or applicable law or otherwise constitutes attorney work product).

(c) Following the delivery of the Canadian Wind-Down Notice, TRU Canada 

shall (i) on Thursday of each week (beginning with the week starting after the Canadian WindDown Notice has been delivered) provide to the Administrative Agent a weekly report for the 

previous week in a form acceptable to the Administrative Agent summarizing the status of the 

Canadian Wind-Down, which report shall contain (w) an inventory balance of TRU Canada, (x) 

a comparison of actual results, disbursements and proceeds to the results, disbursements and 

proceeds set forth in the Canadian Wind-Down Budget on a line item basis, and the timing of the 

delivery of the Canadian Loan Parties’ (as defined in the ABL Credit Agreement) portion of 

proceeds and a reconciliation with the liquidators’ portion of such proceeds and (y) an 

explanation for any variance between the Canadian Wind-Down Budget and actual results that is 

not immaterial, (ii) on Thursday of each week (beginning with the week starting after the 

Canadian Wind-Down Notice has been delivered) provide to the Administrative Agent an 

updated schedule of store and distribution center closings during the previous week, (iii) provide 

access to the Administrative Agent, the Collateral Agent and their respective advisors and 

representatives to financial records relating to the Canadian Wind-Down and properties of TRU 

Canada and provide all information as may be requested by the Administrative Agent, the 

Collateral Agent and their respective advisors and representatives in connection with the status 

of the Canadian Wind-Down promptly after request therefor (other than such information that is 

subject to attorney-client privilege or could result in a breach of a confidentiality obligation or 

applicable law or otherwise constitutes attorney work product), (iv) prepay the Canadian Loans 

(as defined in the ABL Credit Agreement) and cash collateralize the Canadian Letters of Credit 

(as defined in the ABL Credit Agreement) in accordance with the Canadian Wind-Down Budget 

(subject in all respects to the Wind-Down Orders) and (v) on Thursday of each week (beginning 

with the week starting after the Canadian Wind-Down Notice has been delivered), provide to the 

Administrative Agent with an updated inventory report for the last day of the previous week in 

such form as has been agreed prior to the Waiver Effective Date or otherwise satisfactory to the 

Administrative Agent.

(d) The Loan Parties shall not use proceeds of the Term Collateral (as defined 

in the Intercreditor Agreement), directly or indirectly, to pay any interest, principal, fees, 

expenses, or other obligations owed with respect to the ABL Credit Agreement.

(e) No Loan Party (other than TRU Canada or any of its Subsidiaries) shall 

make any Investment in TRU Canada or any of its Subsidiaries, except (i) to the extent required 

to enable TRU Canada or any of its Subsidiaries to repay or cash collateralize obligations under 

the ABL Credit Agreement as required by that certain Waiver, Consent and Amendment 

Agreement, dated as of March 20, 2018, by and among the Borrower, TRU Canada, the 

guarantors under the ABL Credit Agreement party thereto, JPMorgan Chase Bank, N.A., as 

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administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative 

agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association as co-collateral 

agents, and the lenders under the ABL Credit Agreement party thereto (and actually used for 

such purpose) and (b) the Loan Party making such Investment is fully subrogated to all rights, 

remedies, claims, priorities, Liens and other benefits available to the lenders and other secured 

parties under the ABL Credit Agreement to the extent of such Investment and (ii) Investments in 

the form of services provided in the ordinary course of business consistent with past practice 

(and reimbursed in the ordinary course of business consistent with past practice) to the extent 

consistent with the Domestic Wind-Down Budget.

(f) TRU Canada and/or the Borrower, as applicable, shall achieve the 

following milestones in connection with the TRU Canada Sale by the prescribed dates (the “Sale 

Milestones”):

(i) Not later than April 30, 2018, the Bankruptcy Court and, if required 

in the Canadian Case, the Canadian Court shall have entered an order, in form and 

substance satisfactory to the Administrative Agent approving a sale process with 

respect to the TRU Canada Sale and/or ratifying and affirming a sale process with 

respect to the TRU Canada Sale (the “Sale Process”);

(ii) Not later than April 30, 2018, TRU Canada shall have entered into 

an asset purchase agreement or the Borrower shall have entered into a stock 

purchase agreement with respect to the Capital Stock of TRU Canada, as 

applicable, in form and substance satisfactory to the Required Lenders and the 

Administrative Agent, for the TRU Canada Sale, which agreement provides for a 

closing no later than May 31, 2018 and provides for (i) indefeasible and 

irrevocable payment and satisfaction in full in cash at closing of all Canadian 

Liabilities (as defined in the ABL Credit Agreement) and Other Liabilities (as 

defined in the ABL Credit Agreement) of TRU Canada outstanding at the time of 

such closing (other than contingent indemnity obligations with respect to then 

unasserted claims), the indefeasible and irrevocable payment in full in cash to the 

Domestic Borrower of all amounts owed under subrogation claims in respect of the 

cash collateralization of Canadian Letter of Credit Outstandings by the Domestic 

Borrower and the collateralization of any obligations in respect of Letters of Credit 

(as defined in the ABL Credit Agreement) in a manner satisfactory to the Issuing 

Bank (as defined in the ABL Credit Agreement) and (ii) a gross purchase price of 

not less than the Canadian Liabilities and Other Liabilities of TRU Canada 

outstanding at the time of closing (any such agreement an “Approved TRU 

Canada Purchase Agreement”); provided, that neither the Administrative Agent 

nor any Lender shall be deemed to waive any objection to the sale of TRU Canada 

on any terms;

(iii) Not later than May 15, 2018, the Bankruptcy Court and the

Canadian Court shall have issued and entered an order approving the Approved 

TRU Canada Purchase Agreement or otherwise facilitating or permitting the TRU 

Canada Sale (each a “Sale Approval Order”) in form and substance satisfactory 

to the Administrative Agent; the Sale Approval Order entered by the Canadian 

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Court (and the US Court, if applicable) shall also authorize and direct TRU 

Canada, or the Monitor on its behalf, to pay to the Administrative Agent (as 

defined in the ABL Credit Agreement) or the Canadian Agent (as defined in the 

ABL Credit Agreement), as applicable, an amount sufficient to satisfy the then 

outstanding Canadian Liabilities (as defined in the ABL Credit Agreement) and 

Other Liabilities (as defined in the ABL Credit Agreement) of TRU Canada (other 

than contingent indemnity obligations with respect to then unasserted claims) on 

the closing of the TRU Canada Sale; and

(iv) Not later than May 31, 2018 (the “Anticipated Sale Closing 

Date”), the Qualifying TRU Canada Sale shall have closed and the Canadian 

Facility Termination Date shall have occurred; provided that the Debtors may 

extend the Anticipated Sale Closing Date to July 15, 2018 so long as, as of May 

31, 2018, (w) all Revolving Credit Loans (as defined in the ABL Credit 

Agreement) shall have been indefeasibly and irrevocably paid and satisfied in full, 

all Letters of Credit (as defined in the ABL Credit Agreement) have been 

collateralized in a manner that is satisfactory to the Issuing Bank (as defined in the 

ABL Credit Agreement) and all Commitments (as defined in the ABL Credit 

Agreement) shall have been terminated, (x) the aggregate outstanding principal 

amount of Term Loans (as defined in the ABL Credit Agreement) shall not exceed 

$100,000,000, (y) the cash balance of the Loan Parties (as defined in the ABL 

Credit Agreement) shall be at least $36,200,000 and (z) the Loan Parties shall have 

paid to the Administrative Agent (as defined in the ABL Credit Agreement), for 

the ratable benefit of the Term Lenders (as defined in the ABL Credit Agreement), 

a fee in the amount of $5,000,000 (which such extension payment shall be due and 

payable in dollars on May 31, 2018 and once paid, shall not be refundable or 

revocable);

provided that if TRU Canada fails to meet any of the Sale Milestones, such failure shall 

not constitute a breach of this Section 3(f) if either (A)(x) the Borrower, within 5 Business Days 

of the failure to meet the applicable Sale Milestone, delivers a written notice to the 

Administrative Agent of its intent to commence a liquidation of its inventory (the “Canadian 

Wind-Down Notice”), (y) within 5 Business Days after the delivery of the Canadian WindDown Notice, delivers to the Administrative Agent, in each case in form and substance 

satisfactory to the Administrative Agent (I) a budget setting forth, in reasonable detail, a plan to 

liquidate substantially all of TRU Canada’s inventory (the “Canadian Wind-Down Budget”) 

(which Canadian Wind-Down Budget shall also be in form and substance satisfactory to the 

Required Lenders) and (II) liquidation agreements pursuant to which such liquidation will occur, 

and (z) within 5 Business Days after the delivery of a Canadian Wind-Down Notice, seeks an 

order from the Canadian Court and the Bankruptcy Court (if required) (the “Canadian WindDown Orders”) authorizing and directing it to conduct the liquidation of its inventory in 

accordance with the foregoing clause (the actions described in clauses (x), (y) and (z) and such 

liquidation, collectively, the “Canadian Wind-Down”) or (B) the Required Lenders (as defined 

in the ABL Credit Agreement) instruct TRU Canada not to commence a liquidation (which 

instruction may be revoked at any time thereafter, in which case the preceding clause (A) shall 

apply).

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(g) At all times following the delivery of the Canadian Wind-Down Notice, 

the Canadian Borrower shall (i) pursue the liquidation of the Canadian Borrower’s inventory in a 

manner that is consistent with the Canadian Wind-Down Budget and the Canadian Wind-Down 

Orders in all material respects and (ii) comply with the additional reporting requirements 

described in Section 3(c) of this Agreement.

(h) The Loan Parties shall, promptly following the delivery of any written 

notice, reports or other written information to the administrative agent or the lenders under the 

ABL Credit Agreement, or the receipt of any written notice from the administrative agent or the 

lenders under the ABL Credit Agreement, deliver a a copy of such notice, report or other written 

information to the Administrative Agent.

(i) The Loan Parties shall, except with the consent of Required Lenders in 

their sole discretion, (i) commence liquidation sales at all remaining Stores in the United States 

by no later than March 27, 2018, (ii) complete liquidation sales at all remaining Stores in the 

United States by no later than June 30, 2018 (provided, that liquidation sales may continue at a

reasonable number of Stores so long as such sales are completed no later than July 15, 2018) and 

(iii) reject all third-party leases and all leases with Propco I and Propco II not theretofore 

assumed and assigned by no later than June 30, 2018, provided however, that the Loan Parties 

shall not be obligated to, and shall not, reject any third-party leases or leases with Propco I and 

Propco II that they determine, after consultation with (and subject to the consent, not to be 

unreasonably withheld of) the Required Lenders and the Unsecured Creditors Committee, are 

capable of assignment for value in excess of the incremental cost of maintaining such leases.

(j) The Loan Parties shall give the Administrative Agent prior notice of and a 

reasonable opportunity to review any motions to be filed with, and orders to be sought from, the 

Bankruptcy Court or the Canadian Court, as applicable, with respect to the Domestic WindDown, the Sale Process or, if applicable, the Canadian Wind-Down and all such motions and 

orders (other than the Canadian Wind-Down) shall be in form and substance reasonably 

satisfactory to the Required Lenders (except in exigent circumstances in which case reasonably 

practicable notice (as early as possible under the circumstances) to the Administrative Agent will 

be given).

(k) The Loan Parties shall not amend, modify, revise, update or change in any 

respect any of the Domestic Wind Down Budget, the Canadian Going Concern Budget or the 

Canadian Wind Down Budget, unless (i) any such amendment, modification, revision, update or 

change shall have been provided to the Administrative Agent and the B-4 Advisors with a 

reasonable opportunity to review and (ii) the Required Lenders (acting in their sole discretion) 

shall have consented to any such amendment, modification, revision, update or change. With 

respect to periods after June 23, 2018, the Loan Parties shall provide an update to the Domestic 

Wind Down Budget, which (i) shall be provided to the Administrative Agent and the B-4

Advisors with a reasonable opportunity to review and (ii) shall be subject to the approval of the 

Required Lenders (acting in their sole discretion) (and shall thereafter constitute the “Domestic 

Win-Down Budget” for all purposes hereunder). The applicable portions of the Domestic WindDown Budget or (if applicable) the Canadian Wind-Down Budget shall be automatically reduced 

(but not increased) to the extent the Loan Parties amend, modify or terminate any Master Lease 

or any Material Contract to provide for disbursements that are less than those contemplated by 

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the existing Domestic Wind-Down Budget. “Material Contract” shall mean any contract 

providing for annual disbursements by the Loan Parties of greater than $2,500,000. 

(l) Subject to the Final Waiver Approval Order, the Loan Parties shall cause 

the Domestic Wind-Down Budget to be funded with cash proceeds of sales of real property, 

equity interests and other non-working capital assets, in addition to sales of inventory, except to 

the extent used to prepay the obligations under the DIP Term Loan Credit Agreement.

(m) The Loan Parties shall consult and cooperate in good faith with the 

Lenders respect to a plan of reorganization or other exit from the Bankruptcy Cases for Geoffrey, 

LLC, Geoffrey International, LLC and Geoffrey Holdings, LLC.

All reports, access rights, notices and information required to be delivered or 

provided to the Administrative Agent pursuant to this Section 3 shall also be delivered or 

provided by the Loan Parties to the professional advisors of the Ad Hoc Group of B-4 Term 

Lenders (as defined in the Bankruptcy Court Order) (the “B-4 Advisors”) promptly following 

delivery or provision to the Administrative Agent and/or their respective advisors and 

representatives.

4. Additional Events of Default. From and after the Waiver Effective Date (and 

without in any way limiting the provision of Article VIII of the DIP Term Loan Credit 

Agreement), it shall constitute an immediate Event of Default under the DIP Term Loan Credit 

Agreement if any of the following shall occur (as though the following had been fully set forth in 

the DIP Term Loan Credit Agreement):

(a) the Loan Parties shall fail to comply (x) in any material respect with any 

of the undertakings (other than with respect to Sections 3(f) and 3(i)) set forth in this Agreement 

or (y) in any respect with any of the undertakings set forth in Sections 3(f) and 3(i) and, in the 

case of the undertakings set forth in Sections 3(a)(iv), 3(b)(ii), 3(c)(iii), and 3(h), such failure 

shall continue for a period of 2 days after (i) in the case of any failure to comply with any 

undertaking set forth in Sections 3(a)(iv), 3(b)(ii) or 3(c)(iii), the earlier of receipt of written 

notice from the Administrative Agent and (ii) in the case of the undertaking set forth in section 

3(h) knowledge of the applicable Loan Party of such failure;

(b) the Loan Parties shall (x) cease to proceed with the Domestic Wind-Down, 

in the manner set forth in and consistent in all material respects with the Domestic Wind-Down 

Budget, (y) make any payment (other than any payment to facilitate an orderly wind-down that 

is, considered alone or together with all other payments not consistent with the Domestic WindDown Budget, immaterial) that is not consistent with the Domestic Wind-Down Budget, or (z) 

make any payments to any individual legal or financial advisor of the Debtors (including 

advisors to their various independent directors) or the Unsecured Creditors Committee that, as of 

any date of determination and solely to the extent accrued after March 15, 2018, exceed on a 

cumulative basis the amounts provided therefor in the Domestic Wind-Down Budget, the 

Canadian Going Concern Budget or, if applicable, the Canadian Wind-Down Budget;

(c) (i) at any time, the net cash flow before debt of the Loan Parties for any 

Test Period shall be less than as set forth on Schedule I for such Test Period, (ii) on the last day 

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of any week, the cash balance of the TRU Canada shall be less than projected by the Canadian 

Going Concern Budget or, beginning with the first full week starting on the Sunday after the 

delivery of the Canadian Wind-Down Budget, the Canadian Wind-Down Budget, by more than 

$7,000,000 (iii) at any time, the cash balance of TRU Canada shall be lower than $5,000,000 or 

(iv) the Loan Parties shall disburse any amounts to legal or financial advisors of the Debtors 

(including advisors to their various independent directors) or the Unsecured Creditors Committee 

in violation of Section 24 of the Bankruptcy Court Order. For purposes of this Section 4(d), 

“Test Period” shall mean, as of any date, (i) beginning with the last day of the week ending on 

March 31, 2018, the two-week period ending on March 31, 2018, (ii) beginning with the last day 

of the week ending on April 7, 2018, the three-week period ending on April 7, 2018, and (iii) on 

and after the last day of any week thereafter, the period beginning on March 18, 2018 and ending 

on the last day of the week ended most recently on or prior to such date;

(d) at any time, actual total corporate and winddown expenses (excluding 

professional fees) exceed the greater of (i) 115% of the amounts projected in the Domestic Wind 

Down Budget dated March 20, 2018 or (b) $2 million above the amount set forth in the Domestic 

Wind Down Budget, tested monthly on a cumulative basis, starting July 1, 2018 tested at the end 

of each fiscal month thereafter;

(e) the Loan Parties shall (x) unless a Canadian Wind-Down Notice has been 

delivered, cease to pursue the Qualifying TRU Canada Sale, in a manner consistent in all 

material respects with the Sale Milestones and otherwise in compliance in all material respects 

with the Canadian Going Concern Budget, (y) following delivery of a Canadian Wind-Down 

Notice, cease to proceed with the Canadian Wind-Down, in the manner set forth in and 

consistent in all material respects with the Canadian Wind-Down Budget or (z) make any 

payment from Collateral or the proceeds of Collateral (other than any payment (which, after the 

delivery of the Canadian Wind-Down Notice, shall only be to facilitate an orderly wind-down) 

that is, considered alone or together with all other payments not consistent with the Canadian 

Going Concern Budget (or if applicable the Canadian Wind-Down Budget), immaterial) that is 

materially in excess of the amount provided in the Canadian Going Concern Budget or (if 

applicable) the Canadian Wind-Down Budget (solely to the extent such payment is subject to the 

Canadian Going Concern Budget or (if applicable) the Canadian Wind-Down Budget); 

(f) the ABL Domestic Facility Termination Date (as defined below) shall not 

have occurred on or prior to June 9, 2018;

(g) the Canadian Facility Termination Date shall not have occurred on or prior 

to June 30, 2018 (or, if the Canadian Wind-Down Notice has been delivered, July 31, 2018);

(h) on or prior to April 25, 2018, the Bankruptcy Court shall not have entered 

a final order, in form and substance consistent with the Interim Domestic Waiver Approval 

Order, the Extended Interim Domestic Waiver Approval Order, the Second Extended Interim 

Domestic Waiver Approval Order and the Third Extended Interim Domestic Waiver Approval 

order (each as defined below), with modifications thereto to reflect the final nature thereof, and 

any other modifications thereto satisfactory to the Administrative Agent and the Required 

Lenders, authorizing the Loan Parties to enter into this Agreement and to perform the obligations 

hereunder, which final order shall not have been vacated or reversed, shall not be subject to any 

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stay, and shall not have been modified or amended in any manner without the consent of the 

Administrative Agent and the Required Lenders (the “Final Waiver Approval Order” and the 

date of the satisfaction of the condition in this paragraph (i), the “Final Waiver Approval 

Order Date”); 

(i) the Waiver Approval Order shall have been stayed, reversed, vacated, 

rescinded or modified in any material respect without the prior written consent of the Required 

Lenders; or

(j) on or prior to April 16, 2018, the Loan Parties shall not have obtained 

consent to extend the deadline to assume or reject (x) the master lease with Propco II, and (y) 

those third-party leases which are necessary to the liquidation process, in each case, through and 

including a date no earlier than June 30, 2018; or 

(k) (i) on or prior to April 16, 2018, the Loan Parties shall not have obtained 

consent to extend the deadline to assume or reject the master lease with Propco I through and 

including a date no earlier than April 30, 2018 (the “Initial PropCo I Extension Date”), and (ii) 

on or prior to the Initial PropCo I Extension Date, the Loan Parties shall not have obtained 

further consent to extend the deadline to assume or reject the master lease with Propco I through 

and including a date no earlier than June 30, 2018.

The “ABL Domestic Facility Termination Date” means the date on which the Domestic 

Commitments (as defined in the ABL Credit Agreement) have been irrevocably terminated, the 

Domestic Borrowers (as defined in the ABL Credit Agreement) shall have indefeasibly and 

irrevocably paid and satisfied in full in cash all Obligations (as defined in the ABL Credit 

Agreement) (other than Canadian Liabilities (as defined in the ABL Credit Agreement) and 

contingent indemnity obligations with respect to the then unasserted claims), the Domestic 

Borrowers shall have indefeasibly and irrevocably paid and satisfied in full in cash the Other 

Liabilities (as defined in the ABL Credit Agreement) then due and payable (other than Canadian 

Liabilities), all Domestic Letters of Credit (as defined in the ABL Credit Agreement) shall have 

expired or terminated (or been collateralized in a manner satisfactory to the Issuing Banks) and 

all Domestic Letter of Credit Outstandings have been reduced to zero (or been collateralized in a 

manner satisfactory to the Issuing Banks (as defined in the ABL Credit Agreement)).

6. Treatment of Loans and Commitments.

(a) With effect as of the Waiver Effective Date, and notwithstanding the 

waivers and consents in this Agreement, all Loans shall be automatically converted into Base 

Rate Loans bearing interest, effective from March 15, 2018, at the Default Rate and all Loans 

shall continue as Base Rate Loans bearing interest at the Default Rate at all times thereafter. The 

Borrower shall reimburse each Lender for any breakage costs resulting from such conversion 

calculated consistent with Section 3.05 of the DIP Term Loan Credit Agreement. 

(b) Notwithstanding anything to the contrary in Sections 2.02 and 2.06 of the 

DIP Term Loan Credit Agreement, interest on Loans shall be payable on the last Business Day 

of each calendar month.

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7. Amendments to DIP Term Loan Credit Agreement. With effect as of the Waiver 

Effective Date, the DIP Term Loan Credit Agreement is amended as follows:

(a) The definition of “Asset Sale” shall be amended by replacing clause (v) thereof 

with the following:

“solely for purposes of Section 2.03(b) hereof, any transaction permitted by 

Section 7.05 (other than transactions permitted by Sections 7.05(h), (i), (j), (l)

(other than with respect to sales of inventory to the extent the proceeds are 

reasonably necessary to fund the Domestic Wind-Down Budget), (n), (o), (p) and 

(q), and, to the extent relating to a lease that is required to be capitalized on the 

lessor’s financial statements prepared in accordance with GAAP, Section 

7.05(g));”

(b) The definition of “Specified Indebtedness” shall be amended by deleting clauses 

(ii) and (iii) therein in their entirety. 

(c) The first paragraph of Section 2.03(b) of the DIP Term Loan Credit Agreement is 

hereby deleted and replaced in its entirety with the following:

“Following the receipt of any Net Cash Proceeds of any Asset Sale after the 

Closing Date and solely to the extent that the aggregate Net Cash Proceeds for all such 

Asset Sales since the Closing Date or the most recent prepayment made pursuant to this 

Section 2.03(b), as applicable, is greater than or equal to $5,000,000 after giving effect to 

the most recent Asset Sale, such Net Cash Proceeds (other than, prior to the Discharge of 

the ABL Obligations (as defined in the Intercreditor Agreement), the Net Cash Proceeds 

of ABL Priority Collateral) shall be applied to the prepayment of the Loans on a ratable 

basis within five (5) Business Days. For the avoidance of doubt, the Net Cash Proceeds 

of the TRU Canada Sale shall constitute Net Cash Proceeds for purposes of this provision 

regardless whether TRU Canada constitutes an Applicable Subsidiary.

(d) Section 6.01(a) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(a) [reserved],”.

(e) Section 6.01(b) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(b) [reserved],”.

(f) Section 6.01(d) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(d) [reserved],”.

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(g) Section 6.01(g) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(g) [reserved],”.

(h) Section 6.01(h) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(h) [reserved],”.

(i) Section 6.01(i) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following: 

“(i) [reserved],”.

(j) Section 6.01(k) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following: 

“(k) [reserved],”.

(k) Section 6.02(d) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(d) [reserved],”.

(l) Sections 6.13(a), (b) and (c) of the DIP Term Loan Credit Agreement shall be 

replaced in their entirety with the following:

“a weekly call (at a time to be mutually agreed) with the Administrative 

Agent and its advisors and the B-4 Advisors to discuss (i) the status of the 

implementation of the Domestic Wind-Down Budget (as defined in the Second 

Amended and Restated Waiver, Consent and Amendment Agreement hereto, 

dated as of April [], 2018) and related going out of business sales, which will 

include a discussion of the maximization of value of inventory and any other 

assets with respect to any going out of business sales, (ii) the efforts to effectuate 

the TRU Canada Sale (as defined in the Second Amended and Restated Waiver, 

Consent and Amendment Agreement hereto, dated as of April [ ], 2018) or the 

status of the implementation of the Canadian Wind-Down Budget (as defined in 

the Second Amended and Restated Waiver, Consent and Amendment Agreement 

hereto, dated as of April [ ], 2018), as applicable, and (iii) such other matters as 

the B-4 Advisors shall reasonably request prior to such call, including, if 

applicable, matters related to the Geoffrey Collateral, TRU Taj LLC and/or 

Holdings”.

(m)Section 6.15 of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

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“6.15 [Reserved]”.

(n) Section 6.16 of the Credit Agreement is hereby deleted and replaced in its entirety 

with the following:

“[Reserved].”

(o) Section 7.01 shall be amended by replacing the “;” at the end of paragraph (hh) 

thereof with “; and” and by adding the following new paragraph (ii):

“(ii) following (or substantially contemporaneously with) the Canadian 

Facility Termination Date (as defined in the Second Amended and Restated 

Waiver, Consent and Amendment Agreement hereto, dated as of April [ ], 2018), 

any Liens on property of any Canadian Loan Party or on the Capital Stock of such 

Canadian Loan Party (as defined in the ABL Credit Agreement) to secure any 

Post-Termination Canadian Indebtedness.”

(p) Section 7.03 shall be amended by deleting the “and” at the end of paragraph (w) 

thereof, replacing the “.” at the end of paragraph (x) thereof with “; and” and by 

adding the following new paragraph (y):

“(y) following (or substantially contemporaneously with) the Canadian 

Facility Termination Date, Indebtedness of the Canadian Borrower (as defined in 

the ABL Credit Agreement) incurred to refinance or replace the ABL Credit 

Agreement Obligations of the Canadian Borrower; provided, that such 

Indebtedness shall not be guaranteed by any Loan Party or secured by any 

property of any Loan Party (the “Post-Termination Canadian Indebtedness”).”

(q) Section 7.02(b)(iii) of the DIP Term Loan Credit Agreement shall be replaced in 

its entirety with the following:

“(iii) [Reserved],”

(r) Section 7.02(q)(ii) of the DIP Term Loan Credit Agreement shall be replaced in 

its entirety with the following:

“(q) [Reserved]; and”

(s) Section 7.02(r) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

“(r) Investments in the form of loans or advances by any Loan Party 

that is a Debtor in the Cases to Holdings in an amount necessary for Holdings to 

pay Permitted Holdings Expenses consistent with the Domestic Wind-Down 

Budget (as defined in the Second Amended and Restated Waiver, Consent and 

Amendment Agreement hereto, dated as of April [ ], 2018); provided that the 

claims in respect of such loans constitute allowed superpriority administrative 

expense claims against Holdings pursuant to Bankruptcy Code Sections 364(c)(1), 

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503 and 507 and are secured by Liens that are junior only to any third-party 

debtor-in-possession financing of Holdings,”

(t) Section 7.05(l) of the DIP Term Loan Credit Agreement is hereby deleted and 

replaced in its entirety with the following:

“the sales of Real Property, inventory, fixtures and related assets by the Borrower 

after the Petition Date; provided that (i) all such sales (A) of inventory are made 

in accordance with customary liquidation agreements with professional 

liquidators, and (B) of other assets, are made on arm’s-length terms pursuant to 

bid procedures determined in consultation with the B-4 Advisors (as defined in 

the Second Amended and Restated Waiver, Consent and Amendment Agreement 

hereto, dated as of April [ ], 2018) and reasonably acceptable to the Required 

Lenders (whose consent shall be assumed barring objection by or at the 

instruction of the Required Lenders), and (ii) the Net Cash Proceeds thereof are 

applied in accordance with Section 2.03(b).

(u) Section 7.05(n), (o) and (p) of the DIP Term Loan Credit Agreement are hereby 

replaced with the following:

“(n) [reserved];

(o) [reserved];

(p) [reserved]; and

(q) the sale or Disposition of all or substantially all of the assets of, and/or all 

of the Equity Interest in, Toys “R” Us (Canada) Ltd. / Toys “R” Us (Canada) Ltee.”

(v) Sections 7.06(c), (d), (e) and (f) of the DIP Term Loan Credit Agreement shall be 

replaced in their entirety with the following:

“(c) to the extent actually used by Holdings to pay such expenses, the 

Loan Parties and their Subsidiaries may make Restricted Payments to or on behalf 

of Holdings in an amount necessary to pay Permitted Holdings Expenses that are 

allocable and chargeable to the Loan Parties in accordance with Holdings’ 

ordinary course practice and contemplated in the Domestic Wind-Down Budget 

(as defined in the Second Amended and Restated Waiver, Consent and 

Amendment Agreement hereto, dated as of April [ ], 2018);

(d) Permitted Tax Distributions to Holdings to the extent set forth in 

the Domestic Wind-Down Budget (as defined in the Second Amended and 

Restated Waiver, Consent and Amendment Agreement hereto, dated as of April [ 

], 2018), so long as Holdings uses such distributions to pay its taxes;

(e) [Reserved]; 

(f) [Reserved]; and”

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(w)Section 7.07(j) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

(j) transactions set forth on Schedule 7.07 hereto and, with the consent of the 

Required Lenders, any amendments and replacements thereto;

(x) Section 7.07(l) of the DIP Term Loan Credit Agreement shall be replaced in its 

entirety with the following:

(l) payment and performance under the Specified Intercompany Agreements, 

in each case, as in effect on the Petition Date or as may be amended, 

supplemented, modified or waived with the consent of the Required Lenders in 

their sole discretion (whose consent shall be assumed barring objection by or at 

the instruction of the Required Lenders after not fewer than 5 business days’ 

advance notice);

(y) Section 7.07 of the Credit Agreement is hereby amended by (i) deleting “.” at the 

end of clause (m) thereof and replacing it with “; and” and (ii) adding the 

following:

“(n) the provision to Subsidiaries of Holdings of services with respect to the 

Loan Parties’ private brands, including design, development, product sourcing 

and related services, provided such services shall, from and after April 30, 2018 

(or such later date as agreed by the Required Lenders in their sole discretion), be 

paid for on arm’s-length-terms.”

(z) Section 7.11(b) and (c) of the DIP Term Loan Credit Agreement shall be replaced 

in their entirety with the following:

“(b) amend, supplement, waive any provision of or otherwise modify the terms of 

any Specified Intercompany Agreement in any manner that would have an 

adverse effect (other than rejection of the agreements set forth in items 5, 6 and 7 

in Part II of Schedule 7.07 with effect from and after closing of the applicable 

Stores), except with the Required Lenders’ consent;

(c) fail to enforce any of the rights of the Loan Parties under the Specified 

Intercompany Agreements upon breach thereof by any other party thereto, other 

than with respect to (i) non-monetary defaults that are not material to the interests 

of the Lenders or (ii) monetary defaults if the defaulting party is a Debtor and the 

liability for any overdue amount constitutes a secured, super-priority 

administrative claim against such Debtor, subject only to any third-party debtorin-possession financing and any Lien or claim to which such third-party financing 

is subject;”

(aa) Section 7.17 of the DIP Term Loan Credit Agreement shall be replaced in 

its entirety with the following:

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“7.17 [Reserved]”.

(bb) Section 7.18 of the DIP Term Loan Credit Agreement shall be replaced in 

its entirety with the following:

“7.18 [Reserved]”.

(cc) Section 8.01(m) of the DIP Term Loan Credit Agreement is hereby 

deleted and replaced in its entirety with the following:

“(m) Alternate Financing. Except in respect of the ABL Credit Agreement or 

any Indebtedness incurred by the Canadian Borrower (as defined in the ABL 

Credit Agreement) pursuant to Section 7.03(y), any Loan Party shall file a motion 

in the Chapter 11 Cases without the express written consent of Required Lenders, 

to obtain additional financing from a party other than Lenders under Section 

364(d) of the Bankruptcy Code.”

(dd) Section 8.01(q) of the DIP Term Loan Credit Agreement is hereby deleted 

and replaced in its entirety with the following:

“(q) Order With Respect to Chapter 11 Cases. Except for the Waiver Approval 

Order (as defined in the Second Amended and Restated Waiver, Consent and 

Amendment Agreement hereto, dated as of April [ ], 2018), an order with respect 

to any of the Chapter 11 Cases shall be entered by the Bankruptcy Court without 

the express prior written consent of the Required Lenders (and with respect to any 

provisions that affect the rights or duties of the Administrative Agent, the 

Administrative Agent), (i) to revoke, reverse, stay, modify, supplement or amend 

any of the Bankruptcy Court Orders or the Adequate Protection Order in a manner 

adverse to the Lenders or (ii) to permit any administrative expense or any claim 

(now existing or hereafter arising, of any kind or nature whatsoever) to have 

administrative priority equal or superior to the priority of the Obligations (other 

than the Carve Out, the Wayne Loans, the TRU Canada Loans or the ABL 

Obligations); or”

(ee) Section 8.01(v) of the Credit Agreement is hereby deleted and replaced in 

its entirety with the following:

“[Reserved].”

8. Representations and Warranties. Each Loan Party party hereto represents and 

warrants to the Agents and the Lenders, on and as of the Waiver Effective Date, that:

(a) Each Loan Party has all requisite organizational power and authority to 

perform all its obligations under the DIP Term Loan Credit Agreement and to execute 

and deliver and perform all its obligations under this Agreement.

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(b) The transactions contemplated by this Agreement and by the DIP Term 

Loan Credit Agreement are within such Loan Party’s corporate powers and have been 

duly authorized by all necessary corporate, membership, partnership or other necessary 

action. Subject to the entry of the Waiver Approval Order and the terms thereof, this 

Agreement has been duly executed and delivered by each Loan Party that is a party 

hereto or thereto and constitutes, and when executed and delivered by such Loan Party, 

this Agreement and the DIP Term Loan Credit Agreement will constitute, a legal, valid 

and binding obligation of such Loan Party, enforceable in accordance with its terms 

subject to the terms of the Orders and the Waiver Approval Order.

(c) The transactions to be entered into and contemplated by this Agreement 

and the DIP Term Loan Credit Agreement will not violate the Charter Documents of any 

Loan Party.

(d) On and as of the Waiver Effective Date, no Default or Event of Default 

(other than the Specified Events of Default) has occurred and is continuing or will result 

from the entry by the Loan Parties into this Agreement.

9. Conditions to Effectiveness.

(a) Subject to paragraphs (b) and (c) below, this Agreement shall become 

effective (the date of such effectiveness being referred to herein as the “Waiver Effective 

Date”) upon satisfaction or waiver of each of the following conditions:

(i) execution and delivery of this Agreement by Lenders constituting the 

Required Lenders under the DIP Term Loan Credit Agreement and the Loan Parties and,

in each case, delivered to the Administrative Agent; 

(ii) (x) the Final Domestic Waiver Approval Order shall have been entered by

the Bankruptcy Court, (y) the interim order entered by the Bankruptcy Court on March 

21, 2018 in connection with the Original Waiver, Consent and Amendment [Docket No. 

2318] (the “Interim Domestic Waiver Approval Order”), as amended by the amended

interim order entered by the Bankruptcy Court on March 27, 2019 [Docket No. 2427] 

(the “Extended Interim Domestic Waiver Approval Order”) and as further amended 

by the second amended interim order entered by the Bankruptcy Court on April 13, 2018 

[Docket No. 2713] (the “Second Extended Interim Domestic Waiver Approval 

Order”) and by the third amended interim order entered by the Bankruptcy Court on 

April [ ], 2018 [Docket No. [ ]] (the “Third Extended Interim Domestic Waiver 

Order”) shall not have been vacated or reversed, shall not be subject to any stay, and 

shall not have been modified or amended in any manner without the consent of the 

Administrative Agent and the Required Lenders, and (z) the ABL/FILO Waiver (as 

defined in the Debtors’ motion seeking the Waiver Approval Order) shall have become 

effective substantially in the form provided to the Lenders in connection with execution

hereof; and

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(iii) the Loan Parties shall have paid all previously invoiced expenses payable 

pursuant to this Agreement or Section 10.04 of the DIP Term Loan Credit Agreement.

(b) Immediately upon the satisfaction or waiver of the conditions set forth in the 

foregoing clauses (a)(i) and (a)(iii) (the date of the satisfaction of such conditions, the 

“Amendment and Restatement Date”), the date set forth in Section 1 of the Extension 

to Waiver Agreement, dated as of March 14, 2018 (the “Extension”), relating to the DIP 

Term Loan Credit Agreement shall be automatically extended to April 30, 2018 at 11:59 

pm New York time; provided that the Extension shall terminate if a fact or circumstance 

occurs that would constitute an Event of Default under this Agreement, had the Waiver 

Effective Date occurred.

(c) For the avoidance of doubt, upon the Amendment and Restatement Date, the 

Existing Waiver, Consent and Amendment shall be amended and restated and superseded 

in its entirety by this Agreement; provided that notwithstanding the foregoing, this 

Agreement shall not act as a waiver of any default or event of default, or cure any breach 

of the terms of the Original Waiver, Consent and Amendment or the Existing Waiver, 

Consent and Amendment that may have occurred prior to the Amendment and 

Restatement Date.

10. Miscellaneous. This Agreement and the Waiver shall be limited precisely as 

written and, except as expressly provided herein, shall not be deemed (a) to be a consent granted 

pursuant to, or a waiver or modification of, any term or condition of the DIP Term Loan Credit 

Agreement, any other Loan Documents or any of the instruments or agreements referred to 

therein or (b) other than as expressly stated herein, to prejudice any right or rights which the 

Agents or the other Secured Parties may now have or have in the future under or in connection 

with the DIP Term Loan Credit Agreement, the other Loan Documents or any of the instruments 

or agreements referred to therein including any rights from the existence or continuation of a 

Cash Dominion Event. The Loan Parties agree that their obligations set forth in Section 10.04 of 

the DIP Term Loan Credit Agreement shall extend to the preparation, execution and delivery of 

this Agreement and that the amounts payable pursuant to Section 10.04 of the DIP Term Loan 

Credit Agreement shall include the reasonable fees, charges and disbursements of the B-4

Advisors incurred (whether before or after the Waiver Effective Date) in connection with this 

Agreement, the DIP Term Loan Credit Agreement and the other Loan Documents. This 

Agreement is hereby deemed to be a Loan Document for purposes of each Loan Document. All 

terms and provisions of the Loan Documents remain in full force and effect, except to the extent 

expressly modified by this Agreement (it being understood and agreed that nothing contained in 

the Domestic Wind-Down Budget, the Canadian Going Concern Budget or the Canadian WindDown Budget, as the case may be, shall modify the obligations of the Loan Parties under the 

Loan Documents). Each of the Loan Parties acknowledges that the Administrative Agent, the 

Collateral Agent and the Consenting Lenders have made no representations as to what actions, if 

any, they will take after the Waiver Effective Date, and the Administrative Agent and each 

Consenting Lender hereby specifically reserves any and all rights, remedies, and claims it has 

(after giving effect hereto) with respect to any Events of Default and other Defaults that may 

occur (other than the Specified Events of Default). 

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11. Remedies upon Events of Default. Upon the Administrative Agent’s delivery of 

written notice of the occurrence of an Event of Default (which written notice may be provided 

via email) to the Loan Parties, counsel to the Loan Parties and counsel to the Unsecured 

Creditors Committee, during the 5 Business Day period after delivery thereof, the Lenders shall 

negotiate in good faith with the Loan Parties and the Unsecured Creditors Committee the manner 

in which the Lenders intend to exercise their rights and remedies under the Loan Documents; 

provided, that this section 11 shall not be deemed a waiver of any rights or remedies of the 

Lenders under the Loan Documents upon an Event of Default, and the Lenders can ultimately 

proceed in their sole discretion if no agreement is reached with the Loan Parties and/or the 

Unsecured Creditors Committee.

12. Counterparts. This Agreement may be executed in any number of counterparts 

and by the different parties hereto in separate counterparts, each of which shall be an original and 

all of which, when taken together, shall constitute but one and the same instrument. A facsimile 

or pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually 

executed copy for all purposes.

13. Governing Law. THIS AGREEMENT AND ALL ACTIONS ARISING UNDER 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 

WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT 

APPLICABLE) THE BANKRUPTCY CODE.

[SIGNATURE PAGES FOLLOW]

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Schedule I

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W/3119214v5

#90820486v2

KL2 3065692.13

Exhibit 3

Wind-Down Budget

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Project Sunrise

Weekly Wind Down Budget($ in MMs) Weekly Budget

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Mar Wk 3 Mar Wk 4 Apr Wk 1 Apr Wk 2 Apr Wk 3 Apr Wk 4 Apr Wk 5 May Wk 1 May Wk 2 May Wk 3 May Wk 4 Jun Wk 1 Jun Wk 2 Jun Wk 3

3/24/18 3/31/18 4/7/18 4/14/18 4/21/18 4/28/18 5/5/18 5/12/18 5/19/18 5/26/18 6/2/18 6/9/18 6/16/18 6/23/18 Total

Receipts 97.8 $ 95.9 $ 94.5 $ 94.7 $ 106.8 $ 109.6 $ 104.8 $ 95.3 $ 93.3 $ 90.9 $ 89.3 $ 85.6 $ 80.0 $ 58.2 $ 1,296.7 $ 

Disbursements

Payroll & Benefits (4.6) (25.6) (4.7) (26.1) (5.6) (24.8) (3.4) (19.3) (2.7) (17.7) (3.2) (14.7) (2.6) (15.0) (170.0)

Taxes (0.9) (2.0) (1.0) (6.4) (34.8) (6.5) (1.0) (1.8) (0.6) (41.3) (0.7) (1.4) (0.5) (28.5) (127.2)

Rent (14.5) (43.8) (0.1) (0.8) (0.1) (0.1) (41.3) (0.1) (0.8) (0.1) (41.2) (0.1) (0.8) (0.1) (143.6)

Advertising / Supervision (GOB) (0.5) (3.4) (3.6) (3.7) (3.6) (3.2) (2.9) (2.7) (2.7) (2.6) (2.5) (2.5) (2.3) (1.7) (37.9)

Liquidator Fees (0.8) (1.8) (2.0) (2.1) (2.0) (1.8) (1.8) (1.7) (1.6) (1.6) (1.5) (1.5) (1.4) (1.4) (23.0)

Post-Petition Merchandise - - - - - - - - - - - - - - -

Professional Fees (1.3) (5.9) (2.6) (3.4) (2.6) (2.6) (2.6) (4.3) (4.3) (4.3) (4.3) (2.0) (2.0) (2.0) (44.4)

Financing Activity (0.2) (2.4) (0.1) (0.1) - - (2.2) - - - - - - - (5.0)

Other Operating Disbursements (37.6) (23.4) (14.3) (7.0) (4.0) (3.0) (4.2) (3.6) (3.0) (2.9) (5.2) (3.4) (3.0) (2.7) (117.4)

Total Store / DC Disbursements (60.3) $ (108.4) $ (28.3) $ (49.4) $ (52.6) $ (41.9) $ (59.5) $ (33.5) $ (15.7) $ (70.6) $ (58.7) $ (25.6) $ (12.6) $ (51.3) $ (668.4) $ 

Net Cash Flow before Debt 37.4 $ (12.5) $ 66.2 $ 45.3 $ 54.2 $ 67.6 $ 45.3 $ 61.8 $ 77.6 $ 20.4 $ 30.6 $ 60.0 $ 67.4 $ 6.9 $ 628.2 $ Cash Schedule

Beginning Cash Balance 105.4 47.0 30.3 30.6 30.0 32.9 100.5 20.9 57.7 110.3 55.6 36.2 71.2 113.6 105.4

Net Cash Flow Before Debt 37.4 (12.5) 66.2 45.3 54.2 67.6 45.3 61.8 77.6 20.4 30.6 60.0 67.4 6.9 628.2

ABL Paydown (95.8) (4.2) (66.0) (45.8) (51.3) - - - - - - - - - (263.2)

FILO Paydown - - - - - - (125.0) (25.0) (25.0) (75.0) (50.0) (25.0) (25.0) (100.0) (450.0)

Ending Cash Balance 47.0 $ 30.3 $ 30.6 $ 30.0 $ 32.9 $ 100.5 $ 20.9 $ 57.7 $ 110.3 $ 55.6 $ 36.2 $ 71.2 $ 113.6 $ 20.5 $ 20.5 $ 

ABL Schedule

Beginning Balance 165.0 167.4 163.2 97.2 51.3 - - - - - - - - - 165.0

LC Collateralization 98.2 - - - - - - - - - - - - - 98.2

Paydown (95.8) (4.2) (66.0) (45.8) (51.3) - - - - - - - - - (263.2)

Ending Balance 167.4 $ 163.2 $ 97.2 $ 51.3 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 

FILO Roll-Forward

Beginning Balance 450.0 450.0 450.0 450.0 450.0 450.0 450.0 325.0 300.0 275.0 200.0 150.0 125.0 100.0 450.0

Paydown - - - - - - (125.0) (25.0) (25.0) (75.0) (50.0) (25.0) (25.0) (100.0) (450.0)

Ending Balance 450.0 $ 450.0 $ 450.0 $ 450.0 $ 450.0 $ 450.0 $ 325.0 $ 300.0 $ 275.0 $ 200.0 $ 150.0 $ 125.0 $ 100.0 $ - $ - $ 

Case 17-34665-KLP Doc 2853 Filed 04/25/18 Entered 04/25/18 14:29:09 Desc Main

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Toys "R" Us (Canada) Ltd.

Cash Flow ForecastFor the thirteen-week period ending June 9, 2018(Unaudited, in $'000s CAD)

Week 26 Week 27 Week 28 Week 29 Week 30 Week 31 Week 32 Week 33 Week 34 Week 35 Week 36 Week 37 Week 38 13 - Week

17-Mar-18 24-Mar-18 31-Mar-18 7-Apr-18 14-Apr-18 21-Apr-18 28-Apr-18 5-May-18 12-May-18 19-May-18 26-May-18 2-Jun-18 9-Jun-18 Total

Receipts 15,129 15,070 17,106 17,278 14,461 15,286 15,472 15,338 15,527 15,544 15,372 15,663 15,451 202,698

Disbursements

Merchandise vendors 11,600 14,471 17,706 14,723 10,104 12,488 8,820 7,543 8,369 7,357 7,251 7,210 7,044 134,687

Non-merchandise vendors 4,533 4,283 3,533 3,948 3,398 6,032 3,048 3,093 2,962 3,111 3,361 3,361 3,995 48,659

Rent - - 5,305 - - - - 5,305 - - - 5,301 - 15,912

Payroll 2,844 1,204 3,086 1,167 2,862 1,282 2,934 1,185 2,816 1,190 2,833 1,210 2,918 27,530

Capital expenditures 308 308 308 308 308 308 308 231 231 231 231 231 231 3,538

Tax - 25 973 - - - (176) (831) - - (40) 1,386 - 1,337

Total Disbursements 19,285 20,290 30,912 20,146 16,672 20,110 14,934 16,526 14,378 11,889 13,636 18,699 14,188 231,664

Operating Net Cash Flow (4,155) (5,220) (13,805) (2,868) (2,211) (4,823) 537 (1,188) 1,150 3,655 1,736 (3,036) 1,263 (28,966)

Restructuring professional fees 606 520 325 350 300 300 325 350 300 225 225 275 225 4,326

DIP fees, interest & payments - - 2,652 - - - - 2,652 - - - 2,741 - 8,046

Net Cash Flow (4,762) (5,740) (16,783) (3,218) (2,511) (5,123) 212 (4,191) 850 3,430 1,511 (6,052) 1,038 (41,338)

Beginning Cash 54,273 49,512 43,772 26,989 23,771 21,260 16,137 16,349 12,159 13,008 16,438 17,950 11,897 54,273

Net Cash Flow (4,762) (5,740) (16,783) (3,218) (2,511) (5,123) 212 (4,191) 850 3,430 1,511 (6,052) 1,038 (41,338)

Ending Cash 49,512 43,772 26,989 23,771 21,260 16,137 16,349 12,159 13,008 16,438 17,950 11,897 12,936 12,936

Case 17-34665-KLP Doc 2853 Filed 04/25/18 Entered 04/25/18 14:29:09 Desc Main

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