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AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT

Consulting Services Agreement

AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT | Document Parties: Bain Capital Partners, LLC | Bain Capital, Ltd | KKR & Co LLC | Kohlberg Kravis Roberts & Co, LP | Toys R Us, Inc | Vornado Truck LLC You are currently viewing:
This Consulting Services Agreement involves

Bain Capital Partners, LLC | Bain Capital, Ltd | KKR & Co LLC | Kohlberg Kravis Roberts & Co, LP | Toys R Us, Inc | Vornado Truck LLC

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Title: AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT
Governing Law: New York     Date: 3/31/2009
Industry: Retail (Specialty)     Sector: Services

AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT, Parties: bain capital partners  llc , bain capital  ltd , kkr & co llc , kohlberg kravis roberts & co  lp , toys r us  inc , vornado truck llc
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Exhibit 10.26

AMENDMENT NO. 2 TO THE
ADVISORY AGREEMENT

February 1, 2009

     This Amendment No. 2 (this “ Amendment ”) to the Advisory Agreement among 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, as amended on June 10, 2008 (the “ Agreement ”), shall become effective as of February 1, 2009. 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.

 

Definition of Quarterly Fee Amount . The definition of “Quarterly Fee Amount” is hereby amended and restated as follows:

 

 

 

““Quarterly Fee Amount” shall mean (a) $3,750,000 per fiscal quarter for the Company’s fiscal year 2005; and (b) for each fiscal year thereafter during the Term, an amount per fiscal quarter equal to one hundred five percent (105%) of the applicable Quarterly Fee Amount for the immediately preceding f


 
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