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Investment Policy SCHEDULE 13.03
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Lender Addresses/Lending Offices
SCHEDULE 13.23
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Post Closing Actions SCHEDULE 19
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Security Trustee
Provisions EXHIBITS
EXHIBIT A-1
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Form of Notice of Borrowing
EXHIBIT A-2
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Form of Notice of Continuation EXHIBIT B
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Form of Note
EXHIBIT C
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Form of Letter of Credit Request EXHIBIT D-1
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Form of
Australian Perfection Certificate EXHIBIT D-2
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Form of English Perfection
Certificate EXHIBIT D-3
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Form of Pledged Securities Perfection Certificate
EXHIBIT E
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[Reserved] EXHIBIT F-1
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Form of Officers' Certificate
EXHIBIT F-2
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Form of Managing Directors' Certificate EXHIBIT G
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Form
of Perfection Certificate Supplement EXHIBIT H-1
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Form of Tri-Party
Agreement (Australia) EXHIBIT H-2
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Form of Tri-Party Agreement (UK)
EXHIBIT I
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Form of Joinder Agreement EXHIBIT J
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Form of Solvency
Certificate EXHIBIT K
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Form of Compliance Certificate EXHIBIT L
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Form of Assignment and Assumption Agreement EXHIBIT M
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Form of
Intercompany Note EXHIBIT N
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Form of Intercompany Subordination Agreement
EXHIBIT O
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Form of Process Letter EXHIBIT P
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Form of Borrowing Base
Certificate EXHIBIT Q
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Form of Incremental Commitment Agreement EXHIBIT R
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Credit Document Acknowledgement and Amendment
1
Table of Contents
(continued)
EXHIBIT S-1
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Form of Credit Card Notification (Australia) EXHIBIT S-2
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Form of Credit Card Notification (UK) EXHIBIT T-1
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Form of Customs
Broker Agreement (Australia) EXHIBIT T-2
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Form of Customs Broker Agreement
(UK) EXHIBIT U
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Form of Subsidiary Borrower Assumption Agreement
2
EXHIBIT A-1
FORM OF NOTICE OF BORROWING
[Date]
Deutsche Bank AG, London Branch, as Facility
Agent (the "Facility Agent") for the Lenders party to the Syndicated Facility
Agreement referred to below
10 Bishops Square, Floor 4
London, United Kingdom
Attention: Matthew Newman
with a copy to:
Deutsche Bank AG New York Branch, as
Administrative Agent (the "Administrative Agent") for the Lenders party to the
Syndicated Facility Agreement referred to below
60 Wall Street
New York, New York 10005
Attention: Scottye Lindsey
with a copy to:
[
]
Ladies and Gentlemen:
The undersigned, [Name of Borrower] (the "Borrower"), refers to the Syndicated
Facility Agreement, dated as of October 15, 2009 and amended and restated as of
March 8, 2011 (as further amended, restated, modified and/or supplemented from
time to time, the "Facility Agreement", the capitalized terms defined therein
being used herein as therein defined), among Toys "R" Us Europe, LLC (the
"European Parent Guarantor"), TRU Australia Holdings, LLC (the "Australian
Parent Guarantor"), Toys "R" Us (UK) Limited (the "UK Holdco"), Toys "R" Us
Limited ("Toys UK" and together with the UK Holdco, the "U.K. Borrowers"), Toys
"R" Us (Australia) Pty Ltd (ABN 77 057 455 026) ("Australian Borrower"), Toys
"R" US GmbH (the "German Borrower"), Toys "R" Us SARL (the "French Borrower"),
Toys "R" Us Iberia, SA (the "Spanish Borrower" and, together with the U.K.
Borrowers, Australian Borrower, German Borrower and French Borrower,
collectively, the "Borrowers"), the Lenders party thereto from time to time,
Deutsche Bank AG New York Branch, as