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

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

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

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

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

New York, New York 10022 KIRKLAND & ELLIS LLP 

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

Facsimile: (212) 446-4900 300 North LaSalle 

Chicago, Illinois 60654 

-and- Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Michael A. Condyles (VA 27807) 

Peter J. Barrett (VA 46179) 

Jeremy S. Williams (VA 77469) 

KUTAK ROCK LLP 

901 East Byrd Street, Suite 1000 

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

Proposed Co-Counsel to the Debtors and Debtors in Possession 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1 ) Case No. 17-34665 (KLP) 

) 

 Debtors. ) (Joint Administration Requested) 

) 

INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO PAY 

PREPETITION CLAIMS OF LIEN CLAIMANTS, IMPORT CLAIMANTS, 

AND 503(B)(9) CLAIMANTS, (II) CONFIRMING ADMINISTRATIVE EXPENSE 

PRIORITY OF OUTSTANDING ORDERS, AND (III) GRANTING RELATED RELIEF 

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

possession (collectively, the “Debtors”) for entry of an interim order (this “Interim Order”): 

(a) authorizing the Debtors to pay prepetition claims held by certain claimants, (b) confirming 

 

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.

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

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the administrative expense of Outstanding Orders, (c) granting related relief, and (d) scheduling 

a final hearing to consider approval of the Motion on a final basis, all as more fully set forth in 

the Motion; and upon the First Day Declarations; and this Court having jurisdiction over this 

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

United States District Court for the Eastern District Of Virginia, dated July 10, 1984; and this 

Court having found that it may enter a final order consistent with Article III of the United States 

Constitution; and this Court having found that venue of this proceeding and the Motion in this 

district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the 

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

other parties in interest; and this Court having found that the Debtors’ notice of the Motion and 

opportunity for a hearing on the Motion were appropriate under the circumstances and that no 

other notice need be provided; and this Court having reviewed the Motion and having heard the 

statements in support of the relief requested therein at a hearing before this Court 

(the “Hearing”); and this Court having determined that the legal and factual bases set forth in the 

Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the 

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

therefor, it is HEREBY ORDERED THAT: 

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

2. The final hearing (the “Final Hearing”) on the Motion shall be held on October 

10, 2017, at 10:00 a.m., prevailing Eastern Time. Any objections or responses to entry of a final 

order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time on October 3, 

2017, and served on the Notice Parties. In the event no objections to entry of a final order on the 

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Motion are timely received, this Court may enter such final order without need for the Final 

Hearing. 

3. The Debtors are authorized, but not directed, to pay up to $61.1 million in 

satisfaction of outstanding prepetition claims on account of Lien Charges, Import Charges, and 

503(b)(9) Claims, and are authorized to pay all undisputed amounts related to Outstanding 

Orders placed in the ordinary course of business consistent with the parties’ customary practices 

in effect prior to the Petition Date; provided that only those Debtors that incurred Obligations, or 

that placed the Outstanding Orders, as applicable, or a Debtor that in the ordinary course of 

business pays the Obligations or the Outstanding Orders, as applicable, of other Debtor entities, 

shall be authorized to make payments under this Interim Order; provided further that the Debtors 

shall not pay any amounts on account of Obligations or Outstanding Orders before such 

Obligation or Outstanding Order, as applicable, comes due. The Debtors shall not pay any 

amounts on account of Obligations or Outstanding Orders that do not come due within 21 days 

after the Petition Date. 

4. Any party that accepts payment from the Debtors on account of an Obligation 

shall be deemed to have agreed to the terms and provisions of this Interim Order. 

5. Subject to paragraph 3 of this Interim Order, all undisputed obligations related to 

the Outstanding Orders are granted administrative expense priority status in accordance with 

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

6. The banks and financial institutions on which checks were drawn or electronic 

payment requests made in payment of the prepetition obligations approved herein are authorized 

to receive, process, honor, and pay all such checks and electronic payment requests when 

presented for payment, and all such banks and financial institutions are authorized to rely on the 

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Debtors’ designation of any particular check or electronic payment request as approved by this 

Interim Order, without any duty of further inquiry and without liability for following the 

Debtors’ instructions.

7. Notwithstanding the relief granted in this Interim Order and any actions taken 

pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the 

validity of any prepetition claim against a Debtor entity; (b) a waiver of the Debtors’ or any other 

party in interest’s right to dispute any prepetition claim on any grounds; (c) a promise or 

requirement to pay any prepetition claim; (d) an implication or admission that any particular 

claim is of a type specified or defined in this Interim Order or the Motion; (e) a request or 

authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of 

the Bankruptcy Code; or (f) a waiver of the Debtors’ or any other party in interest’s rights under 

the Bankruptcy Code or any other applicable law. 

8. The Debtors are authorized to issue postpetition checks, or to effect postpetition 

fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored 

as a consequence of these chapter 11 cases with respect to prepetition amounts owed in 

connection with the relief granted herein. 

9. Nothing in this Interim Order shall alter or limit any authorization or relief 

contained in, or prevent Debtor Toys “R” Us (Canada) Ltd. (“Toys Canada”) from taking any 

action authorized pursuant to, the Initial Order in respect of Toys Canada issued by the Ontario 

Superior Court of Justice (Commercial List) (the “CCAA Court”) in proceedings in respect of 

Toys Canada pursuant to the Companies’ Creditors Arrangement Act (Canada), and to the extent 

of any inconsistency between this Interim Order and the terms of the Initial Order or any other 

Order of the CCAA Court, the Order of the CCAA Court shall govern. 

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10. Notwithstanding anything to the contrary in this Interim Order, any payment 

made or action taken by any of the Debtors pursuant to the authority granted in this Interim 

Order must be in compliance with, and shall be subject to: (i) any orders approving the Debtors’ 

use of cash collateral and/or any postpetition financing facilities (the “DIP Orders”), (ii) the 

documentation in respect of any such postpetition financing facilities and/or use of cash 

collateral, and (iii) the budgets governing any such postpetition financing and/or use of cash 

collateral. 

11. To the extent there is any inconsistency between the terms of any of the DIP 

Orders and this Interim Order, the terms of the DIP Order (or DIP Orders, as applicable) shall 

control. 

12. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b). 

13. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum 

of law in connection with the Motion is waived. 

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

notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such 

notice. 

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

Interim Order are immediately effective and enforceable upon its entry. 

16. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted in this Interim Order. 

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

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

Dated: __________, 2017 

Richmond, Virginia 

United States Bankruptcy Judge 

Sep 19 2017 /s/ Keith L. Phillips

Entered on Docket:Sep 19 2017

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WE ASK FOR THIS: 

/s/ Michael A. Condyles 

Michael A. Condyles (VA 27807) 

Peter J. Barrett (VA 46179) 

Jeremy S. Williams (VA 77469) 

KUTAK ROCK LLP 

901 East Byrd Street, Suite 1000 

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

- and - 

Edward O. Sassower, P.C. 

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

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

- and - 

James H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

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

Robert A. Britton (pro hac vice admission pending) 

Emily E. Geier (pro hac vice admission pending) 

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Proposed Co-Counsel to the Debtors and Debtors in Possession 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C) 

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been 

endorsed by or served upon all necessary parties.

 /s/ Michael A. Condyles 

 

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