BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

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Title: BRIDGE LOAN AGREEMENT
Date: 7/27/2005
Industry: RTNONA Sector: SERVIC

Bridge Loan Agreement

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


		Page
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	2
1.02	Other Interpretive Provisions	31
1.03	Accounting Terms	32
1.04	Times of Day	32
1.05	Resolution of Drafting Ambiguities	32

ARTICLE II

THE COMMITMENTS AND BORROWING OF LOANS

2.01	Loans	32
2.02	Borrowings, Conversions and Continuations of Loans	34
2.03	Prepayments	35
2.04	Termination of Commitments	38
2.05	Repayment of Loans	38
2.06	Interest	39
2.07	Fees	40
2.08	Computation of Interest and Fees	40
2.09	Evidence of Debt	40
2.10	Payments Generally; Administrative Agent’s Clawback	41
2.11	Sharing of Payments by Lenders	42

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01	Taxes	43
3.02	Change in Legality	45
3.03	Alternate Rate of Interest for Loans	46
3.04	Increased Costs; Reserves on Eurodollar Rate Loans	46
3.05	Compensation for Losses	47
3.06	Mitigation Obligations; Replacement of Lenders	48
3.07	Survival	48

ARTICLE IV

CONDITIONS PRECEDENT TO LOANS

4.01	Conditions of Initial Loans	48

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		Page
ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.01	Organization; Powers	51
5.02	Authorization; Enforceability	51
5.03	Governmental Approvals; No Conflicts	51
5.04	Financial Condition	51
5.05	Properties	52
5.06	Litigation and Environmental Matters	52
5.07	Compliance with Laws and Agreements	52
5.08	Investment and Holding Company Status	53
5.09	Taxes	53
5.10	ERISA	53
5.11	Disclosure	53
5.12	Subsidiaries	54
5.13	Insurance	54
5.14	Labor Matters	54
5.15	Federal Reserve Regulations	54
5.16	Solvency	55
5.17	TRU Acquisition	55
5.18	Use of Proceeds	55

ARTICLE VI

AFFIRMATIVE COVENANTS

6.01	Financial Statements and Other Information	55
6.02	Notices of Material Events	57
6.03	Existence; Conduct of Business	57
6.04	Payment of Obligations	58
6.05	Maintenance of Properties	58
6.06	Insurance	58
6.07	Books and Records; Inspection Rights; Accountants	58
6.08	Compliance with Laws	59
6.09	Use of Proceeds	59
6.10	Additional Guarantors	59
6.11	Refinancing of Loans	59
6.12	Exchange Notes	59

ARTICLE VII

NEGATIVE COVENANTS FOR BRIDGE LOANS

7.01	Liens	60
7.02	Investments	64

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		Page
7.03	Indebtedness and Disqualified Capital Stock	65
7.04	Fundamental Changes	68
7.05	Asset Sales	68
7.06	Restricted Payments	71
7.07	Transactions with Affiliates	72
7.08	Sales and Leasebacks	73
7.09	Clauses Restricting Subsidiary Distributions	74
7.10	Use of Proceeds	75
7.11	Acquisitions	75
7.12	Modifications of Charter Documents and Other Documents, Etc.	75
7.13	Fiscal Year	76
7.14	Anti-Terrorism Law; Anti-Money Laundering	76
7.15	Embargoed Person	76
7.16	No Further Negative Pledge	77
7.17	Limitations on Holdings	77

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	78
8.02	Remedies upon Event of Default	80
8.03	Application of Funds	80

ARTICLE IX

AGENTS

9.01	Appointment and Authority	81
9.02	Rights as a Lender	81
9.03	Exculpatory Provisions	81
9.04	Reliance by the Administrative Agent	82
9.05	Delegation of Duties	83
9.06	Resignation of the Administrative Agent	83
9.07	Non-Reliance on the Agents and Other Lenders	83
9.08	No Other Duties, Etc.	84
9.09	Administrative Agent May File Proofs of Claim	84
9.10	Guarantee Matters	84
9.11	Release of the Initial Borrower	85

ARTICLE X

MISCELLANEOUS

10.01	Amendments, Etc.	85
10.02	Notices; Effectiveness; Electronic Communication	87

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			Page
10.03		No Waiver; Cumulative Remedies	89
10.04		Expenses; Indemnity; Damage Waiver	89
10.05	&n