ACCOUNT AGREEMENT
EXHIBIT S
NON TOYS LEASE RENT PAYMENT DIRECTION LETTER
v
TABLE OF CONTENTS
(continued)
SCHEDULE 1.1(a)
ALLOCATED LOAN AMOUNTS SCHEDULE 1.1(b)
INITIAL BORROWING
BASE PROPERTY SUBLEASES SCHEDULE 1.1(c)
COMMITMENTS SCHEDULE 1.1(d)
DISTRIBUTION SITES SCHEDULE 1.1(e)
EXISTING MATTERS OF RECORD - SATISFIED BUT
NOT REMOVED FROM RECORD SCHEDULE 1.1(f)
INITIAL BORROWING BASE PROPERTIES
SCHEDULE 1.1(g)
MATERIAL SUBLEASES SCHEDULE 1.1(h)
PERMITTED
ENCUMBRANCES - SCHEDULE B-2 AND UPDATES TO ALL TITLE REPORTS SCHEDULE 1.1(i)
PERMITTED ENCUMBRANCES - SURVIVING DEBT LIENS BEING CONTESTED SCHEDULE 2.12
LENDER ADDRESSES AND APPLICABLE LENDING OFFICES SCHEDULE 5.3(b)
EFFECTIVE
DATES OF TITLE REPORTS SCHEDULE 5.3(e)
NO ZONING REPORTS SCHEDULE 5.3(i)
NO MEMORANDUM OF LEASE, SNDA OR FEE OWNER RECOGNITION AGREEMENT SCHEDULE 5.3(j)
OPERATING AGREEMENT NOTICES SCHEDULE 7.1.4
PENDING LITIGATION SCHEDULE
7.1.5
EXISTING OBLIGATIONS SCHEDULE 7.1.13
CONDEMNATION SCHEDULE 7.1.17
JOINTLY ASSESSED BORROWING BASE PROPERTIES SCHEDULE 7.1.22
USE OF PROPERTY
SCHEDULE 7.1.27
SUBLEASES SCHEDULE 7.1.39
CREDIT PARTY TAXPAYER
IDENTIFICATION NUMBERS SCHEDULE 7.1.41
RIGHTS OF FIRST REFUSAL OR RIGHTS OF
FIRST OFFER (OR OTHER RIGHTS OR OPTIONS) TO LEASE OR PURCHASE BORROWING BASE
PROPERTIES SCHEDULE 8.1.19(a)
EXISTING LEASES SCHEDULE 16.1(a)
OPERATING
AGREEMENTS
vi
CREDIT AGREEMENT
THIS CREDIT AGREEMENT dated as of December 9, 2005 (as amended, restated,
replaced, supplemented or otherwise modified from time to time, this
"Agreement"), among TRU 2005 RE HOLDING CO. I, LLC, a Delaware limited liability
company ("Borrower"), having an office at c/o Toys "R" Us, Inc., One Geoffrey
Way, Wayne, New Jersey 07470, MAP REAL ESTATE, LLC, a Delaware limited liability
company ("PropCo 1"), WAYNE REAL ESTATE COMPANY, LLC, a Delaware limited
liability company ("PropCo 2"), TRU 2005 RE I, LLC, a Delaware limited liability
company ("PropCo 3"), and TRU 2005 RE II TRUST, a Delaware statutory trust
("PropCo 4"), each having an office at c/o Toys "R" Us, Inc., One Geoffrey Way,
Wayne, New Jersey 07470, THE LENDERS PARTY HERETO FROM TIME TO TIME, and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity,
the "Administrative Agent"), having an address at 60 Wall Street, New York, New
York 10005.
RECITALS:
WHEREAS, Borrower desires to obtain the Loans (as hereinafter defined) from
Lenders; and
WHEREAS, Lenders are willing to make the Loans to Borrower, subject to and in
accordance with the terms of this Agreement and the other Credit Documents (as
hereinafter defined).
NOW, THEREFORE, in consideration of the making of the Loans by Lenders and the
covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:
SECTION 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly required or unless the context clearly indicates a contrary intent,
capitalized terms used in this Agreement which are defined in Appendix A
attached hereto are used herein as therein defined.
1.2 Principles of Construction. All references to sections and schedules are to
sections and schedules in or to this Agreement unless otherwise specified. All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP. When used herein,