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Exhibit
10.3
AMENDMENT NO. 1 TO
THE
STOCKHOLDERS
AGREEMENT
June 10, 2008
This Amendment No. 1
(this “ Amendment ”) to the Stockholders
Agreement among Toys “R” Us Holdings, Inc. (“
Holdings ”), Funds managed by Bain Capital Partners,
LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and
certain other Persons, 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 Holdings, the 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. |
Parties . Toys hereby agrees to become a party to the
Agreement, as amended by the Amendment, and agrees to succeed to
all of the rights and obligations of Holdings under the
Agreement. |
| 2. |
Preamble . Subsection (i) of the Preamble is hereby
deleted and replaced with the following: |
“(i) Toys
“R” Us, Inc., a Delaware corporation (together with its
successors and permitted assigns, “ Toys
”)”
| 3. |
Recitals . Recital 1 of the Agreement is hereby deleted
and replaced with the following: |
“ Common Stock;
Reorganization . As of the Effective Date, Toys “R”
Us Holdings, Inc., a Delaware corporation, (“ Holdings
”) was authorized by its Certificate of Incorporation to
issue capital stock consisting of 495,000,000 shares of its
Class A Common Stock, par value $0.01 per share (the “
Class A Common ”) and 55,000,000 shares of its Class L
Common Stock, par value $0.01 per share (the “ Class L
Common ”). Effective as of August 3, 2007, Holdings
effected a recapitalization, whereby each 9 outstanding
Class A Common shares and each Class L Common share were
converted into one share of common stock of Holdings, par value
$0.01 per share, outstanding after the recapitalization. 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
Toys “R” Us, Inc., a Delaware corporation (“
Toys ”), and Holdings, the Holdings Board adopted
Amendment No. 1 to the Agreement (“ Amendment
No. 1 ”) and the Toys Board approved the entering
into of the Agreement, as amended by Amendment No. 1, to
reflect the assumption by Toys of the obligations and rights of
Holdings hereunder pursuant to the
Reorganization.”
| 4. |
Section 2.6.8 . Section 2.6.8 of the Agreement
is hereby amended by deleting the phrase “Class A Common and
Class L Common” in clause (iii) thereof and replacing it
with the following: “Common Stock”. |
| 5. |
Section 4.2 . Section 4.2 of the Agreement is
hereby amended by deleting the last sentence thereof. |
| 6. |
Section 4.4.7 . Section 4.4.7 of the Agreement
is hereby deleted in its entirety. |
| 7. |
Section 5.3 . Section 5.3 of the Agreement is
hereby amended by deleting the period following subsection
(i) and replacing it with “; or” and adding the
following as subsection (j): |
“(j) Any Issuance of
equity securities of Toys in connection with the Reorganization
Agreement.”
| 8. |
Section 10.2 . Section 10.2 of the Agreement
is hereby amended by |
(i) adding the following
definitions as follows:
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(a) |
““ Amendment No. 1 ” shall have
the meaning set forth in the Recitals.” |
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(b) |
““ Holdings ” shall have the meaning
set forth in the Recitals.” |
(ii) deleting the following
definitions therein and replacing them with the
following:
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(a) |
““ Common Stock ” shall have the
meaning set forth in Amendment No. 1.” |
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(b) |
““ Company ” shall have the meaning
set forth in Amendment No. 1.” |
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(c) |
““ Exempt Issuance ” shall mean each
of the Issuances described in paragraphs (a), (b), (e), (f),
(i) and (j) of Section 5.3.” |
and (iii) amending the
following definitions as follows:
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