BRIDGE LOAN AGREEMENTBridge Loan Agreement |
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TOYS ?R? US, INC., | BANC OF AMERICA BRIDGE LLC,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.3
EXECUTION COPY
Published CUSIP Number:
BRIDGE LOAN AGREEMENT
Dated as of July 21, 2005
among
TOYS “R” US, INC.,
as the Initial Borrower,
TOYS “R” US-DELAWARE, INC.,
as Borrower after the Merger and Assumption,
and
BANC OF AMERICA BRIDGE LLC,
as Administrative Agent,
and
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,
as Joint-Administrative Agent,
The Lenders Party Hereto
and
BANC OF AMERICA SECURITIES LLC,
DEUTSCHE BANK SECURITIES INC.
and
CREDIT SUISSE,
as Joint Lead Arrangers and Joint Bookrunning Managers,
and
CITIGROUP GLOBAL MARKETS INC.,
as Co-Arranger
CAHILL GORDON & REINDEL LLP
80 Pine Street
New York, New York 10005
TABLE OF CONTENTS
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ARTICLE I |
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DEFINITIONS AND ACCOUNTING TERMS |
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1.01 |
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Defined Terms |
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2 |
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1.02 |
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Other Interpretive Provisions |
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31 |
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1.03 |
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Accounting Terms |
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32 |
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1.04 |
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Times of Day |
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32 |
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1.05 |
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Resolution of Drafting Ambiguities |
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32 |
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ARTICLE II |
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THE COMMITMENTS AND BORROWING OF LOANS |
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2.01 |
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Loans |
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32 |
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2.02 |
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Borrowings, Conversions and Continuations of Loans |
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34 |
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2.03 |
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Prepayments |
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35 |
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2.04 |
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Termination of Commitments |
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38 |
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2.05 |
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Repayment of Loans |
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38 |
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2.06 |
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Interest |
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39 |
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2.07 |
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Fees |
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40 |
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2.08 |
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Computation of Interest and Fees |
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40 |
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2.09 |
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Evidence of Debt |
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40 |
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2.10 |
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Payments Generally; Administrative Agent’s Clawback |
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41 |
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2.11 |
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Sharing of Payments by Lenders |
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42 |
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ARTICLE III |
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TAXES, YIELD PROTECTION AND ILLEGALITY |
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3.01 |
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Taxes |
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43 |
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3.02 |
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Change in Legality |
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45 |
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3.03 |
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Alternate Rate of Interest for Loans |
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46 |
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3.04 |
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Increased Costs; Reserves on Eurodollar Rate Loans |
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46 |
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3.05 |
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Compensation for Losses |
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47 |
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3.06 |
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Mitigation Obligations; Replacement of Lenders |
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48 |
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3.07 |
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Survival |
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48 |
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ARTICLE IV |
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CONDITIONS PRECEDENT TO LOANS |
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4.01 |
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Conditions of Initial Loans |
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48 |
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ARTICLE V |
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REPRESENTATIONS AND WARRANTIES |
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5.01 |
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Organization; Powers |
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51 |
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5.02 |
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Authorization; Enforceability |
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51 |
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5.03 |
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Governmental Approvals; No Conflicts |
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51 |
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5.04 |
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Financial Condition |
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51 |
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5.05 |
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Properties |
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52 |
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5.06 |
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Litigation and Environmental Matters |
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52 |
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5.07 |
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Compliance with Laws and Agreements |
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52 |
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5.08 |
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Investment and Holding Company Status |
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53 |
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5.09 |
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Taxes |
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53 |
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5.10 |
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ERISA |
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53 |
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5.11 |
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Disclosure |
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53 |
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5.12 |
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Subsidiaries |
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54 |
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5.13 |
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Insurance |
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54 |
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5.14 |
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Labor Matters |
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54 |
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5.15 |
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Federal Reserve Regulations |
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54 |
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5.16 |
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Solvency |
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55 |
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5.17 |
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TRU Acquisition |
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55 |
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5.18 |
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Use of Proceeds |
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55 |
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ARTICLE VI |
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AFFIRMATIVE COVENANTS |
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6.01 |
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Financial Statements and Other Information |
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55 |
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6.02 |
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Notices of Material Events |
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57 |
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6.03 |
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Existence; Conduct of Business |
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57 |
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6.04 |
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Payment of Obligations |
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58 |
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6.05 |
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Maintenance of Properties |
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58 |
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6.06 |
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Insurance |
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58 |
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6.07 |
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Books and Records; Inspection Rights; Accountants |
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58 |
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6.08 |
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Compliance with Laws |
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59 |
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6.09 |
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Use of Proceeds |
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59 |
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6.10 |
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Additional Guarantors |
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59 |
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6.11 |
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Refinancing of Loans |
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59 |
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6.12 |
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Exchange Notes |
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59 |
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ARTICLE VII |
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NEGATIVE COVENANTS FOR BRIDGE LOANS |
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7.01 |
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Liens |
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60 |
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7.02 |
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Investments |
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64 |
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7.03 |
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Indebtedness and Disqualified Capital Stock |
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65 |
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7.04 |
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Fundamental Changes |
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68 |
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7.05 |
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Asset Sales |
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68 |
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7.06 |
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Restricted Payments |
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71 |
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7.07 |
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Transactions with Affiliates |
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72 |
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7.08 |
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Sales and Leasebacks |
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73 |
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7.09 |
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Clauses Restricting Subsidiary Distributions |
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74 |
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7.10 |
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Use of Proceeds |
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75 |
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7.11 |
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Acquisitions |
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75 |
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7.12 |
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Modifications of Charter Documents and Other Documents, Etc. |
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75 |
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7.13 |
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Fiscal Year |
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76 |
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7.14 |
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Anti-Terrorism Law; Anti-Money Laundering |
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76 |
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7.15 |
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Embargoed Person |
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76 |
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7.16 |
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No Further Negative Pledge |
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77 |
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7.17 |
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Limitations on Holdings |
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77 |
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ARTICLE VIII |
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EVENTS OF DEFAULT AND REMEDIES |
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8.01 |
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Events of Default |
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78 |
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8.02 |
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Remedies upon Event of Default |
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80 |
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8.03 |
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Application of Funds |
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80 |
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ARTICLE IX |
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AGENTS |
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9.01 |
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Appointment and Authority |
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81 |
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9.02 |
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Rights as a Lender |
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81 |
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9.03 |
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Exculpatory Provisions |
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81 |
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9.04 |
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Reliance by the Administrative Agent |
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82 |
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9.05 |
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Delegation of Duties |
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83 |
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9.06 |
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Resignation of the Administrative Agent |
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83 |
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9.07 |
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Non-Reliance on the Agents and Other Lenders |
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83 |
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9.08 |
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No Other Duties, Etc. |
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84 |
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9.09 |
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Administrative Agent May File Proofs of Claim |
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84 |
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9.10 |
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Guarantee Matters |
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84 |
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9.11 |
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Release of the Initial Borrower |
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85 |
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ARTICLE X |
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MISCELLANEOUS |
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10.01 |
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Amendments, Etc. |
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85 |
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10.02 |
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Notices; Effectiveness; Electronic Communication |
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87 |
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10.03 |
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No Waiver; Cumulative Remedies |
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89 |
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10.04 |
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Expenses; Indemnity; Damage Waiver |
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89 |
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10.05 |
&n |






