First Supplemental Indenture to 12% Senior Secured Notes Due 2021 among TRU Taj LLC, TRU Taj Finance, Inc., Toys “R” Us, Inc., Guarantors, and Wilmington Trust
This agreement is a supplemental indenture dated August 26, 2016, between TRU Taj LLC, TRU Taj Finance, Inc., Toys “R” Us, Inc., various guarantors, and Wilmington Trust as trustee. It authorizes the issuance of $141,549,000 in additional 12% Senior Secured Notes due 2021, which will be treated as a single class with previously issued notes. The agreement confirms that all terms of the original indenture remain in effect and is governed by New York law.
Exhibit 10.1
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of August 26, 2016, among TRU Taj LLC, a Delaware limited liability company (the Issuer), TRU Taj Finance, Inc., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), Toys R Us, Inc., a Delaware corporation (the Parent), the other guarantors set forth on the signature page hereto (collectively with the Parent, the Guarantors) and Wilmington Trust, National Association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, each of the Issuers, the Parent and the other Guarantors have heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of August 16, 2016, providing for the issuance of an unlimited aggregate principal amount of 12% Senior Secured Notes due 2021 (the Notes);
WHEREAS, pursuant to the Indenture, the Issuers initially issued $441,200,000 in aggregate principal amount of Initial Notes;
WHEREAS, Section 2.01(d) of the Indenture provides that, subject to compliance with Sections 4.10 and 4.13 of the Indenture, Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice or consent of the Holders, and the Indenture further provides that such Additional Notes shall be treated as a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuers and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $141,549,000 in aggregate principal amount of Additional Notes (the New Notes), having identical terms as the Initial Notes; and
WHEREAS, pursuant to Section 9.01(12) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, without the consent of Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) | Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
(2) | Additional Notes. As of the date hereof, the Issuers will issue, and the Trustee is directed to authenticate and deliver, $141,549,000 in aggregate principal amount of Additional Notes under the Indenture, in one or more Global Notes in the form attached as Exhibit A to the Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. For all purposes of the Indenture, the term Notes shall include the New Notes. |
(3) | Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
(4) | Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
(5) | Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. |
(6) | The Trustee. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement herein. |
(7) | Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
(8) | Ratification of Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent provided herein and therein. |
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
TRU TAJ LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TRU TAJ FINANCE, INC. | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TOYS R US, INC. | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TOYS R US EUROPE LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TRU TAJ HOLDINGS 1, LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TRU TAJ HOLDINGS 2 LIMITED | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TRU TAJ HOLDINGS 3, LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TRU (HOLDINGS) LIMITED | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TRU EUROPE LIMITED | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TRU (UK) H7 LIMITED | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TOYS R US (UK) LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TOYS R US HOLDINGS LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU (UK) H6, LLC | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Vice President International Controller |
TRU (UK) H4 LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TOYS R US LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TOYS R US PROPERTIES LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU (BVI) FINANCE II, LTD. | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TOYS R US FINANCIAL SERVICES LIMITED | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU (UK) H8 LIMITED | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Director |
TOYS R US GMBH | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU AUSTRALIA HOLDINGS, LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
TOYS R US (AUSTRALIA) PTY LTD | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
BABIES R US (AUSTRALIA) PTY LTD | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU Global Imports B.V. | ||||
By: | /s/ Robert S. Zarra | |||
Name: | Robert S. Zarra | |||
Title: | Director |
TRU TAJ (EUROPE) HOLDINGS, LLC | ||||
By: | /s/ Chetan Bhandari | |||
Name: | Chetan Bhandari | |||
Title: | Senior Vice President Corporate Finance and Treasurer |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ Jane Schweiger | |||
Name: | Jane Schweiger | |||
Title: | Vice President |