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Exhibit
10.4
AMENDMENT NO. 1 TO
THE
ADVISORY AGREEMENT
June 10, 2008
This Amendment No. 1
(this “ Amendment ”) to the Advisory Agreement
among Toys “R” Us Holdings, Inc. (“
Holdings ”), Toys “R” Us, Inc., (the
“ Company ”), Bain Capital Partners, LLC, a
Delaware limited liability company (“ BCP ”),
Bain Capital, Ltd., a company organized under the laws of England
and Wales (“ BCL ” and, together with BCP,
“ Bain ”), Kohlberg Kravis Roberts &
Co., L.P., a Delaware limited partnership (“ KKR
”), and Vornado Truck LLC, a Delaware limited liability
company (“ Vornado ” and together with Bain and
KKR, the “ Advisors ”), dated as of
July 21, 2005 (the “ Agreement ”) shall
become effective as of the Closing (as defined in that certain
Reorganization Agreement, dated as of June 10, 2008 (the
“ Reorganization Agreement ”), by and among Toys
“R” Us, Inc., a Delaware corporation (“
Toys ”), and Toys “R” Us Holdings, Inc., a
Delaware corporation (“ Holdings ”), and sole
stockholder of Toys). Capitalized terms used but not otherwise
defined in this Amendment have the meaning given to such terms in
the Reorganization Agreement and/or the Agreement, as
applicable.
| 1. |
Succession . Toys hereby agrees to succeed to all of the
rights and obligations of Holdings under the Agreement. |
| 2. |
Recitals . The following is added as a Recital of the
Agreement: |
“WHEREAS, effective as
of June 10, 2008, and in connection with consummation of the
reorganization and liquidation of Holdings pursuant to that certain
Reorganization Agreement, dated as of June 10, 2008 (the
“ Reorganization Agreement ”), by and among the
Company and Holdings, each of the Boards of Holdings and the
Company adopted Amendment No. 1 to the Agreement (“
Amendment No. 1 ”).”
| 3. |
References to Holdings . From and after the closing of
the transactions contemplated by the Reorganization Agreement (the
“ Closing ”), all references in Sections 6, 7,
15 and 20 and in the definitions of “Affiliate” and
“Initial Shares” in Section 21 to
“Holdings,” “Holdings, its subsidiaries” or
“Holdings or any of its subsidiaries” shall mean the
Company and/or its subsidiaries, as the case may be. References to
“Holdings”, “Holdings, its subsidiaries” or
“Ho |
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