**Exhibit 10.3**

FIRST AMENDMENT TO CREDIT AGREEMENT 

This First Amendment to Credit Agreement is entered into as ofDecember 21, 2005 (this “First Amendment”), by and among 

Toys “R” Us-Delaware, Inc., as a DomesticBorrower and as agent (in such capacity, the “Lead Borrower”) for the other Domestic Borrowers party thereto, and 

theDomestic Borrowers, and 

Toys “R” Us (Canada) Ltd. Toys “R” Us (Canada) Ltee (the “Canadian Borrower”and, collectively with the Domestic Borrowers, the “Borrowers”), and 

Bank of America, N.A., as the Administrative Agentfor its own benefit and the benefit of the other Secured Parties (the “Administrative Agent”), and 

Bank of America, N.A.(acting through its Canada branch), as Canadian Administrative Agent for its own benefit and the benefit of the other Secured Parties (the “Canadian Agent”), and 

Deutsche Bank Trust Company Americas, as Collateral Agent for its own benefit and the benefit of the other Secured Parties (the “CollateralAgent”), and 

the Lenders party thereto (the “Lenders”) 

in consideration of the covenants contained herein and benefits to be derived herefrom. 

WITNESSETH:

WHEREAS, theBorrowers have entered into a certain Credit Agreement, dated as of July 21, 2005 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Toys“R” Us, Inc., as the Initial Borrower, (ii) the Lead Borrower, (iii) the Domestic Borrowers, (iv) the Canadian Borrower, (v) the Administrative Agent, (vi) the Canadian Agent, (vii) the Collateral Agent,(viii) the Lenders, (ix) Deutsche Bank Securities Inc. and Citigroup Global Markets, Inc., as Co-Syndication Agents, and (x) Credit Suisse First Boston LLC and General Electric Capital Corporation, as Co-Documentation Agents, pursuantto which the Lenders have agreed to make Loans to the Borrowers, and the Issuing Banks have agreed to issue Letters of Credit for the account of the Borrowers; and 

WHEREAS, the Borrowers have requested that the Credit Agreement be amended as provided herein; and 

WHEREAS, the Lenders and the Agents are willing to effect such amendments, but only on the terms and conditions set forth herein. 

NOW, THEREFORE, the parties hereto hereby agree as follows: 

1. Defined Terms. Capitalized terms used in this FirstAmendment shall have the respective meanings assigned to such terms in Credit Agreement unless otherwise defined herein. 

2. Amendment to Section 6.06. The provisions of Section 6.06(a)(iii) of the CreditAgreement are hereby deleted in their entirety and the following substituted in their stead: 

(iii) as long as no Specified Default orbreach of SECTION 6.10 then exists or would arise therefrom, the Loan Parties may redeem or repurchase the Capital Stock of Toysrus.com, Inc. from its existing stockholders and option holders; provided that the maximum amount paid to all suchholders therefor shall not exceed $10,000,000 in the aggregate, of which no more than $4,000,000 in the aggregate may be paid to such holders who are senior management personnel of the Loan Parties; 

3. Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions precedent have been fulfilledto the satisfaction of the Administrative Agent: 

(a) This First Amendment shall have been duly executed and delivered bythe Loan Parties, the Administrative Agent, the Collateral Agent and the Required Lenders. The Administrative Agent shall have received a fully executed copy hereof by such parties and of each other document required hereunder. 

(b) All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of thisFirst Amendment shall have been duly and effectively taken. The Administrative Agent shall have received from the Loan Parties true copies of their respective resolutions authorizing the transactions described herein, each certified by theirsecretary or other appropriate officer to be true and complete. 

(c) The Borrowers shall have reimbursed the AdministrativeAgent for all reasonable out-of-pocket expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees. 

(d) The Loan Parties shall have entered into an amendment to the Bridge Financing Facility on terms reasonably acceptable to the Administrative Agent and such amendment shall be in full force and effect. 

(e) No Default or Event of Default shall have occurred and be continuing. 

(f) The Loan Parties shall have provided such additional instruments, documents, and agreements to the Administrative Agent as theAdministrative Agent and their counsel may have reasonably requested. 

 

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4. General. 

(a) No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the CreditAgreement and the other Loan Documents are and shall remain in full force and effect. 

(b) Governing Law. This FirstAmendment and the rights and obligations of the parties under this First Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

(c) Counterparts. This First Amendment may be executed by one or more of the parties to this First Amendment on any number ofseparate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

(d) Integration. This First Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon. 

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and deliveredby their proper and duly authorized officers as of the day and year first above written. 

 
**TOYS “R” US, INC.**By: /s/ Jon W. Kimmins 
Name: Jon W. Kimmins

Title: SVP -Treasurer

 

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**TOYS “R” US-DELAWARE, INC.,**as Lead Borrower****By: /s/ Jon W. Kimmins 
Name: Jon W. Kimmins

Title: SVP -Treasurer

 

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**TOYSRUS.COM, LLC,**as a Domestic Borrower****By: /s/ David J. Schwartz 
Name: David J. Schwartz

Title: SVP - General Counsel;Secretary

 

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**BABIESRUS.COM, LLC,**as a Domestic Borrower****By: /s/ David J. Schwartz 
Name: David J. Schwartz

Title: SVP - General Counsel;Secretary

 

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**TOYS “R” US (CANADA) LTD.**

**TOYS “R” US (CANADA) LTEE,**as a Canadian Borrower****
By: /s/ Robert S. Zarra 
Name: Robert S. Zarra

Title: VP, Secretary andTreasurer

 

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**GEOFFREY HOLDINGS, LLC,**as a Facility Guarantor,****By: **TOYS “R” US-DELAWARE, INC.,**its sole member****By: /s/ Jon W. Kimmins 
Name: Jon W. Kimmins

Title: SVP -Treasurer

 

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**TOYSRUS.COM, INC.,**as a Facility Guarantor****By: /s/ David J. Schwartz 
Name: David J. Schwartz

Title: SVP - General Counsel;Secretary

 

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**TRU INVESTMENTS, INC.,**as a Facility Guarantor****By: /s/ Jon W. Kimmins 
Name: Jon W. Kimmins

Title: SVP -Treasurer

 

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**TRU-SVC, LLC,**as a Facility Guarantor****By: **TOYS “R” US-DELAWARE, INC.,** its managing memberBy: /s/ David J. Schwartz 
Name: David J. Schwartz

Title: SVP - General Counsel;Secretary

 

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**BANK OF AMERICA, N.A.,**As Administrative Agent, as Swingline Lender, and as a Domestic Lender
By:
 
/s/ Christine Hutchinson
 
Name:
 
Christine Hutchinson
 
Title:
 
Vice President

 

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**BANK OF AMERICA, N.A. (acting through its Canada branch),**as Canadian Agent, as Swingline Lender and as a Canadian Lender
By:
 
/s/ Medina Sales De Andrade
 
Name:
 
Medina Sales De Andrade
 
Title:
 
Assistant Vice President

 

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**DEUTSCHE BANK TRUST COMPANY AMERICAS,**as Collateral Agent, as Co-Syndication Agent and as a Domestic Lender
By:
 
/s/ Marguerite Sutton
 
Name:
 
Marguerite Sutton
 
Title:
 
Director

By:
 
/s/ Susan LeFevre
 
Name: Susan LeFevre
 
Title:   Director

 

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**GENERAL ELECTRIC CAPITAL CORPORATION,**as Co-Documentation Agent and as a Domestic Lender
By:
 
/s/ Robert M. Kadlick

Name:
 
Robert M. Kadlick

Title:
 
Duly Authorized Signatory

 

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**GE CANADA FINANCE HOLDING****COMPANY,**as a Canadian Lender

By:
 
/s/ Ellis Gaston

Name:
 
Ellis Gaston

Title:
 
SVP

 

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**THE CIT GROUP/BUSINESS CREDIT, INC.,**as a Managing Agent, as a Domestic Lender and as a Canadian Lender

By:
 
/s/ Matthew DeFranco

Name:
 
Matthew DeFranco

Title:
 
Assistant Vice President

 

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**CITICORP USA, INC.,** as Co-Syndication Agent and as a Domestic Lender

By:
 
/s/ Sebastien Delasnerie

Name:
 
Sebastien Delasnerie

Title:
 
Vice President

 

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**WACHOVIA BANK, NATIONAL****ASSOCIATION,**as a Managing Agent and as a Domestic Lender

By:
 
/s/ Thomas A. Martin

Name:
 
Thomas A. Martin

Title:
 
Vice President

 

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**CONGRESS FINANCIAL CORPORATION (CANADA),**as a Canadian Lender

By:
 
/s/ Laurence S. Forte

Name:
 
Laurence S. Forte

Title:
 
EVP

 

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**GMAC COMMERCIAL FINANCE LLC,** as a Managing Agent, as a Domestic Lender and as a Canadian Lender

By:
 
/s/ Thomas Maiale

Name:
 
Thomas Maiale

Title:
 
Director And Authorized Signer

 

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**BANK OF MONTREAL,**as a Domestic Lender

By:
 
/s/ William P. Robin

Name:
 
William P. Robin

Title:
 
VP/Managing Director

 

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**BANK OF MONTREAL,**as a Canadian Lender

By:
 
/s/ Ben Ciallella

Name:
 
Ben Ciallella

Title:
 
Vice President

 

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**WELLS FARGO RETAIL FINANCE, LLC,**as a Managing Agent and as a Domestic Lender****By: /s/ Cory LoftsName: Cory LoftsTitle: AVP Account Executive
 

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**CITIZENS BANK OF MASSACHUSETTS,**as a Managing Agent and as a Domestic Lender****By: /s/ Cyril A. PrinceName: Cyril A. PrinceTitle: Vice President
 

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**MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,**as a Co-Agent and as a Domestic Lender****By: /s/ Thomas BukowskiName: Thomas BukowskiTitle: Director
 

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**BURDALE FINANCIAL LIMITED,**as a Domestic Lender****By: /s/ Ian ConwayName: Ian ConwayTitle: Vice President
 

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**NATIONAL CITY BUSINESS CREDIT, INC.,**as a Domestic Lender****By: /s/ Kathryn C. ElleroName: Kathryn C. ElleroTitle: Vice President
 

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**UBS LOAN FINANCE, LLC,**as a Domestic Lender****By: /s/ IllegibleName: IllegibleTitle: 
Associate Director

Banking Products Services,US

 
**UBS LOAN FINANCE, LLC,**as a Domestic Lender****By: /s/ Irla R. OtsaName: Irla R. OtsaTitle: 
Associate Director

Banking Products Services,US

 

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**ALLIED IRISH BANKS, P.L.C.,**as a Domestic Lender****By: /s/ Martin S. ChinName: Martin S. ChinTitle: Senior Vice PresidentBy: /s/ John FarraceName: John FarraceTitle: Director
 

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**U.S. BANK, N.A.,**as a Domestic Lender****By: /s/ Michael P. GutiaName: Michael P. GutiaTitle: Vice President
 

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**AMSOUTH BANK,**as a Domestic Lender****By: /s/ Frank D. MarsicanoName: Frank D. MarsicanoTitle: Attorney-in-Fact
 

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**SIEMENS FINANCIAL SERVICES, INC.,**as a Domestic Lender****By: /s/ Frank AmodioName: Frank AmodioTitle: Vice President - Credit
 

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**SUMITOMO MITSUI BANKING CORP., NEW YORK,**as a Domestic Lender****By: /s/ Kenji FukudaName: Kenji FukudaTitle: Deputy General Manager
 

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**UPS CAPITAL CORPORATION,**as a Domestic Lender****By: /s/ John P. HollowayName: John P. HollowayTitle: Director of Portfolio Management
 

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**NM ROTHSCHILD *****&*****SONS LIMITED,**as a Domestic Lender****By: /s/ C. ColemanName: C. ColemanTitle: Managing DirectorBy: /s/ C. KeayName: C. KeayTitle: Managing Director
 

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