EX-10.26






Exhibit 10.26




AMENDMENT NO. 2 TO THE

ADVISORY AGREEMENT




February 1, 2009




     This Amendment No. 2 (this “Amendment”) to the Advisory Agreement among Toys “R” Us,
Inc., (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company
(“BCP”), Bain Capital, Ltd., a company organized under the laws of England and Wales
(“BCL” and, together with BCP, “Bain”), Kohlberg Kravis Roberts & Co., L.P., a
Delaware limited partnership (“KKR”), and Vornado Truck LLC, a Delaware limited liability
company (“Vornado” and together with Bain and KKR, the “Advisors”), dated as of
July 21, 2005, as amended on June 10, 2008 (the “Agreement”), shall become effective as of
February 1, 2009. Capitalized terms used but not otherwise defined in this Amendment have the
meaning given to such terms in the Reorganization Agreement and/or the Agreement, as applicable.




	1.	 	Definition of Quarterly Fee Amount. The definition of “Quarterly Fee Amount” is
hereby amended and restated as follows:






	 	 	 	““Quarterly Fee Amount” shall mean (a) $3,750,000 per fiscal quarter for the
Company’s fiscal year 2005; and (b) for each fiscal year thereafter during the Term, an
amount per fiscal quarter equal to one hundred five percent (105%) of the applicable
Quarterly Fee Amount for the immediately preceding fiscal year; provided that, for
fiscal year 2009 the Company shall only pay $3,750,000 per fiscal quarter and the
aggregate difference between each such payment and the amount that would be paid in
accordance with sub-section (b) above (such aggregate amount, the “Increase Amount”)
shall be paid by the Company, if at all, at the time the Company successfully completes
an Initial Public Offering from the proceeds of such offering. Notwithstanding the
foregoing, the Quarterly Fee Amount for the fiscal quarter of 2006 (i.e., the quarter
commencing on or about February 1, 2006) shall be $7,500,000.”






	2.	 	Continuing Force and Effect. The Agreement, as modified by the terms of this
Amendment, shall continue in full force and effect from and after the date of the adoption of
this Amendment set forth above.
	 
	3.	 	Counterparts. This Amendment may be executed by the parties hereto in any number of
separate counterparts (including facsimiled counterparts), each of which shall be deemed to be
an original, and all of which taken together shall be deemed to constitute one and the same
instrument.
	 
	4.	 	GOVERNING LAW. THIS AMENDMENT AND SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




 









 











     IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to the Advisory Agreement
on the day and year first written above.



	 	 	 	 	 
	 	TOYS “R” US, INC.

 	 
	 	By:  	/s/ David J. Schwartz
 	 
	 	 	Name:  	David J. Schwartz 
	 	 	Title: 	  	 
	 
	 	BAIN CAPITAL PARTNERS, LLC

 	 
	 	By:  	/s/ Matthew S. Levin
 	 
	 	 	Name:  	Matthew S. Levin 	 
	 	 	Its: 	  	 
	 
	 	BAIN CAPITAL, LTD.

 	 
	 	By:  	/s/ Matthew S. Levin
 	 
	 	 	Name:  	Matthew S. Levin 	 
	 	 	Its: 	  	 
	 
	 	KOHLBERG KRAVIS ROBERTS & CO., L.P.



By: KKR & Co. LLC

 	 
	 	By:  	/s/ Michael M. Calbert
 	 
	 	 	Name:  	Michael M. Calbert 	 
	 	 	Its: 	  	 
	 
	 	VORNADO TRUCK, LLC

 	 
	 	By:  	Vornado Realty L.P.
 	 
	 	Its:  	  Sole Member 	 
	 	By:  	     Vornado Realty Trust
 	 
	 	Its: 	   General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	     /s/ Michael D. Fascitelli
 	 
	 	 	Name:  	Michael D. Fascitelli 	 
	 	 	Its: