First Supplemental Indenture
Dated as of January 1, 1996
To Evidence the Assumption by
TOYS “R” US, INC. (f/k/a TOYS “R”
US-HEADQUARTERS, INC.)
of the Obligations of
TOYS “R” US-DELAWARE, INC. (f/k/a TOYS “R”
US, INC.)
under the
INDENTURE
Dated as of January 1, 1987
FIRST
SUPPLEMENTAL INDENTURE, dated as of January 1, 1996 (the
“First Supplement”), among TOYS “R”
US-DELAWARE, INC. (f/k/a TOYS “R” US, INC.), a Delaware
corporation (the “Predecessor”), TOYS “R”
US, INC. (f/k/a TOYS “R” US-HEADQUARTERS, INC.), a
Delaware corporation (the “Company”), and UNITED JERSEY
BANK, a New Jersey banking corporation, as trustee (the
“Trustee”).
The
Company’s predecessor, the Predecessor, and the Trustee have
heretofore executed an Indenture, dated as of January 1, 1987
(the “Indenture”), under which Securities (as defined
in the Indenture) of the Predecessor were issued and are
outstanding.
Effective
as of 5:00 p.m. on the date hereof (the “Effective
Time”), pursuant to Section 251(g) of the Delaware General
Corporation Law and the Agreement and Plan of Merger, dated as of
December 8, 1995 (the “Agreement and Plan of
Merger”), among the Predecessor, the Company and TRU Interim,
Inc., a wholly-owned Delaware subsidiary of the Company, each share
of common stock, par value $.10 per share, of the Predecessor
issued and outstanding or held in its treasury immediately prior to
the Effective Time was converted into one share of common stock,
par value $.10 per share, of the Company (“Company Common
Stock”), the Predecessor became a direct wholly-owned
subsidiary of the Company and the Company became the holding
company for Toys “R” Us’ operating
subsidiaries.
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