Case KLP Doc 3649 Filed 07/02/18 Entered 07/02/18 00:53:30 Desc Main Document Page 1 of 97

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1 Document Page 1 of 97 Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice) 601 Lexington Avenue KIRKLAND & ELLIS LLP New York, New York KIRKLAND & ELLIS INTERNATIONAL LLP Telephone: (212) North LaSalle Facsimile: (212) Chicago, Illinois Telephone: (312) and- Facsimile: (312) Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia Telephone: (804) Facsimile: (804) Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) TOYS R US, INC., et al., 1 ) Case No (KLP) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF AMENDED JOINT CHAPTER 11 PLAN OF TOYS "R" US PROPERTY COMPANY II, LLC AND GIRAFFE JUNIOR HOLDINGS, LLC PLEASE TAKE NOTICE that on June 11, 2018, Toys "R" Us Property Company II, LLC and Giraffe Junior Holdings, LLC (collectively, the Propco II Debtors ) filed the Joint Chapter 11 Plan of Toys "R" Us Property Company II, LLC and Giraffe Junior Holdings, LLC [Docket No. 3382] (the Plan ) with the United States Bankruptcy Court for the Eastern District of Virginia (the Court ). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket 78]. The location of the Debtors service address is One Geoffrey Way, Wayne, New Jersey

2 Document Page 2 of 97 PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the Amended Joint Chapter 11 Plan of Toys "R" Us Property Company II, LLC and Giraffe Junior Holdings, LLC (the Revised Plan ), attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a redline of the Amended Plan reflecting cumulative changes as between the Plan and the Revised Plan. PLEASE TAKE FURTHER NOTICE that the Debtors will appear in connection with the Propco II Plan Debtors' Motion for Entry of an Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Propco II Plan Debtors' Proposed Joint Chapter 11 Plan, (III) Shortening the Period to File Plan Objections and the Notice Requirements Related Thereto, (IV) Approving the Forms of Ballots and Notices in Connection Therewith, and (V) Granting Related Relief [Docket No. 3384] (the Motion ) on July 2, 2018, at 10:00 a.m. (prevailing Eastern Time) or as soon thereafter as counsel may be heard, before the Honorable Keith L. Phillips or any other judge who may be sitting in his place and stead, in Room 5100 in the United States Bankruptcy Court, 701 East Broad Street, Richmond, Virginia PLEASE TAKE FURTHER NOTICE that Motion, the Plan, the Amended Plan, and all other documents filed in these chapter 11 cases are available free of charge by: (a) visiting the Debtors restructuring website at or (b) by calling (844) (U.S. toll free) or +001 (917) (international). You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: in accordance with the procedures and fees set forth therein. [Remainder of page intentionally left blank]

3 Document Page 3 of 97 Richmond, Virginia Dated: July 2, 2018 /s/ Jeremy S. Williams KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Edward O. Sassower, P.C. Jeremy S. Williams (VA 77469) Joshua A. Sussberg, P.C. (admitted pro hac vice) 901 East Byrd Street, Suite Lexington Avenue Richmond, Virginia New York, New York Telephone: (804) Telephone: (212) Facsimile: (804) Facsimile: (212) Michael.Condyles@KutakRock.com edward.sassower@kirkland.com Peter.Barrett@KutakRock.com joshua.sussberg@kirkland.com Jeremy.Williams@KutakRock.com -and- Co-Counsel to the Debtors and Debtors in Possession James H.M. Sprayregen, P.C. Anup Sathy, P.C. Chad J. Husnick, P.C. (admitted pro hac vice) Emily E. Geier (admitted pro hac vice) 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) Co-Counsel to the Debtors and Debtors in Possession james.sprayregen@kirkland.com anup.sathy@kirkland.com chad.husnick@kirkland.com emily.geier@kirkland.com

4 Document Page 4 of 97 Exhibit A Revised Plan

5 Document Page 5 of 97 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) TOYS R US, Inc., et al., 1 ) Case No (KLP) ) Debtors. ) (Jointly Administered) ) AMENDED JOINT CHAPTER 11 PLAN OF TOYS R US, PROPERTY COMPANY II, LLC AND GIRAFFE JUNIOR HOLDINGS, LLC NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN OFFER, ACCEPTANCE, COMMITMENT, OR LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST. YOU SHOULD NOT RELY ON THE INFORMATION CONTAINED IN, OR THE TERMS OF, THIS PLAN FOR ANY PURPOSE PRIOR TO THE CONFIRMATION OF THIS PLAN BY THE BANKRUPTCY COURT. THIS PLAN IS SUBJECT TO APPROVAL BY THE BANKRUPTCY COURT AND OTHER CUSTOMARY CONDITIONS. THIS PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES. Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice) 601 Lexington Avenue KIRKLAND & ELLIS LLP New York, New York KIRKLAND & ELLIS INTERNATIONAL LLP Telephone: (212) North LaSalle Facsimile: (212) Chicago, Illinois Telephone: (312) and- Facsimile: (312) Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia Telephone: (804) Facsimile: (804) Co-Counsel to the Debtors and Debtors in Possession Dated: July 2, The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The location of the Debtors service address is One Geoffrey Way, Wayne, New Jersey KE

6 Document Page 6 of 97 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW... 1 A. Defined Terms B. Rules of Interpretation C. Computation of Time D. Governing Law E. Reference to Monetary Figures F. Controlling Document ARTICLE II ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS A. Administrative Claims B. Professional Fee Claims C. Adequate Protections Claims D. Priority Tax Claims ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS A. Summary of Classification B. Treatment of Claims and Interests against the Propco II Debtor C. Treatment of Claims and Interests against the Giraffe Junior Debtor D. Special Provision Governing Unimpaired Claims E. Elimination of Vacant Classes F. Confirmation Pursuant to Sections 1129(a)(1) and 1129(b) of the Bankruptcy Code G. Controversy Concerning Impairment H. Voting Classes; Presumed Acceptance by Non-Voting Classes I. Subordinated Claims ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN A. General Settlement of Claims B. Restructuring Transactions C. Sale Transactions D. Sources of Consideration for Plan Distributions E. Post-Effective Date Debtor F. Wind Down G. Release of Liens H. Cancellation of Securities and Agreements I. Corporate Action J. Effectuating Documents; Further Transactions K. Exemption from Certain Taxes and Fees L. Preservation of Purchased Claims M. Release of Avoidance Actions N. Excluded Assets O. Chubb Companies Insurance Policies P. Closing the Propco II Chapter 11 Cases ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumption and Rejection of Executory Contracts and Unexpired Leases B. Cure of Defaults for Assumed and Assigned Executory Contracts and Unexpired Leases C. Claims Based on Rejection of Executory Contracts and Unexpired Leases

7 Document Page 7 of 97 D. Preexisting Obligations to the Propco II Plan Debtors Under Executory Contracts and Unexpired Leases E. D&O Liability Insurance F. Sale Transaction Documents G. Modifications, Amendments, Supplements, Restatements, or Other Agreements H. Reservation of Rights I. Nonoccurrence of Effective Date ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS A. Timing and Calculation of Amounts to Be Distributed B. Disbursing Agent C. Rights and Powers of the Disbursing Agent Powers of the Disbursing Agent Expenses Incurred On or After the Effective Date D. Distributions on Account of Claims Allowed After the Effective Date E. Delivery of Distributions and Undeliverable or Unclaimed Distributions F. Compliance with Tax Requirements/Allocations G. No Postpetition Interest on Claims H. Setoffs and Recoupment I. Claims Paid or Payable by Third Parties J. Distributions on Account of Subordinated Claims ARTICLE VII PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS A. Allowance of Claims B. Claims Administration Responsibilities C. Estimation of Claims and Interests D. Adjustment to Claims or Interests without Objection E. Time to File Objections to Claims F. Disallowance of Claims G. Amendments to Claims H. No Distributions Pending Allowance I. Distributions After Allowance J. Single Satisfaction of Claims ARTICLE VIII SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS A. Settlement, Compromise, and Release of Claims and Interests B. Releases by the Propco II Plan Debtors C. Releases by Holders of Claims and Interests D. Exculpation E. Injunction F. Recoupment G. Subordination Rights H. Reimbursement or Contribution ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE A. Conditions Precedent to the Effective Date B. Waiver of Conditions C. Substantial Consummation D. Effect of Non-Occurrence of Conditions to the Effective Date ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN A. Modification and Amendments B. Effect of Confirmation on Modifications C. Revocation or Withdrawal of the Plan ii

8 Document Page 8 of 97 ARTICLE XI RETENTION OF JURISDICTION ARTICLE XII MISCELLANEOUS PROVISIONS A. Immediate Binding Effect B. Additional Documents C. Dissolution of Committees D. Reservation of Rights E. Successors and Assigns F. Service of Documents G. Term of Injunctions or Stays H. Entire Agreement I. Exhibits J. Nonseverability of Plan Provisions K. Waiver or Estoppel L. Enforcement of the Confirmation Order M. Votes Solicited in Good Faith N. Waiver iii

9 Document Page 9 of 97 INTRODUCTION Toys R Us Property Company II, LLC and Giraffe Junior Holdings, LLC propose the following joint plan pursuant to chapter 11 of the Bankruptcy Code (the Plan ). Capitalized terms used and not otherwise defined shall have the meanings ascribed to such terms in Article I.A hereof. The Plan, if consummated, will facilitate a wind-down and liquidation of the Propco II Plan Debtors remaining operations and assets. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Propco II Plan Debtors history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan. Each of the Debtors is a proponent of the Plan contained herein within the meaning of section of 1129 of the Bankruptcy Code. ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. A. Defined Terms. ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW As used in this Plan, capitalized terms have the meanings and effect as set forth below. 1. Adequate Protection Order means the Agreed Order to Provide Adequate Protection to the TRU Trust 2016-Toys, Commercial Mortgage Pass-Through Certificates, Series 2016-Toys Pursuant to 11 U.S.C. 361, 362, 363, 503 and 507 as the same may be amended, modified, or supplemented from time to time in accordance with the terms thereof. 2. Adequate Protection Claims means the claims of the Trust arising under the Adequate Protection Order, which shall be Allowed in the amount of $[ ]. 3. Administrative Claim means a Claim for costs and expenses of administration of the Propco II Plan Debtors Estates pursuant to sections 503(b) or 507(a)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses of preserving the Propco II Plan Debtors Estates and operating the business of the Propco II Plan Debtors incurred after the Petition Date and through the Effective Date; (b) Professional Fee Claims; (c) fees and charges assessed against the Propco II Plan Debtors Estates pursuant to chapter 123 of the Judicial Code, including the U.S. Trustee fees, and (d) Adequate Protection Claims. 4. Administrative Claims Bar Date means the date by which parties seeking to assert Administrative Claims against the Propco II Plan Debtors must file proof of such Administrative Claims, which is (a) July 16, 2018 for all Administrative Claims against the Propco II Plan Debtors arising on or prior to June 30, 2018, (b) for all claims arising after June 30, 2018, the 15th day of the month following the month in which the claim arose, and (c) 14 days following any hearing on a plan of liquidation, structured settlement, or other proposed resolution of the Propco II Chapter 11 Cases; provided that the Administrative Claims Bar Date for intercompany Administrative Claims against the Propco II Debtor is July 9, 2018; provided, however that July 23, 2018 shall be the deadline for any (x) intercompany Administrative Claims brought by the Creditors Committee on behalf of any other Debtor s estate against the Propco II Plan Debtors or their estates or (y) intercompany Administrative Claims on account of shared services provided by Toys R Us - Delaware Inc. 5. Administrative Claims Calculation means the calculation of the aggregate amount of all Administrative Claims asserted against the Propco II Debtor, which calculation shall be delivered by the Propco II Debtor to the Purchaser within three Business Days after the latest Administrative Claims Bar Date.

10 Document Page 10 of Affiliate has the meaning set forth in section 101(2) of the Bankruptcy Code. 7. Allowed means with reference to any Claim or Interest, as may be applicable, (a) any Claim, proof of which is timely filed by the applicable Claims Bar Date or which, pursuant to the Bankruptcy Code or a Final Order is not required to be filed; (b) any Claim that is listed in the Schedules as of the Effective Date as neither contingent, unliquidated, nor disputed, and for which no Proof of Claim has been timely filed; or (c) any Claim Allowed pursuant to the Plan; provided, however, that with respect to any Claim described in clause (a) above, such Claim shall be considered Allowed only if and to the extent that with respect to any Claim no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court or such an objection is so interposed and the Claim shall have been Allowed for distribution purposes only by a Final Order. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim has been timely filed, is not considered Allowed and shall be expunged without further action by the Propco II Plan Debtors and without any further notice to or action, order or approval of the Bankruptcy Court. 8. Assumed Claims means all pre-closing Administrative Claims, including Professional Fee Claims up to the amount of the Professional Fee Claims Cap, Secured Claims, Priority Claims, and Priority Tax Claims listed on Schedule 1 to the Purchase Agreement, which shall constitute Assumed Liabilities pursuant to and subject to the terms and conditions of the Purchase Agreement. 9. Assumed Liabilities shall mean any Claim against the Propco II Debtor that is assumed by the Purchaser pursuant to and subject to the terms and conditions of the Purchase Agreement. 10. Auction means the auction for some or all of the Propco II s assets, conducted in accordance with the Propco II Bidding Procedures. 11. Avoidance Actions means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Propco II Plan Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, 547 through 553, and 724(a) of the Bankruptcy Code or under similar or related state or federal statutes and common law, including fraudulent transfer laws. 12. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C Bankruptcy Court means the United States Bankruptcy Court for the Eastern District of Virginia having jurisdiction over the Chapter 11 Cases and, to the extent of the withdrawal of any reference under 28 U.S.C. 157 or the General Order of the District Court pursuant to section 151 of the Judicial Code, the United States District Court for the Eastern District of Virginia. 14. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court. 15. Business Day means any day, other than a Saturday, Sunday, or legal holiday (as defined in Bankruptcy Rule 9006(a)). 16. Carrying Costs means all fees required to be paid to maintain and preserve the Propco II Debtor s properties, including taxes, ground rents, utilities, insurance premiums, common charges and other assessments, property management services, and corporate overhead, among others. 17. Carrying Cost Claims means Claims of the Trust arising under the Adequate Protection Order in an amount equal to any Carrying Costs advanced by the Trust without duplication of any other Claims of the Trust. 18. Cash means the legal tender of the United States or the equivalent thereof. 2

11 Document Page 11 of Causes of Action means any Claim, cause of action (including Avoidance Actions), controversy, right of setoff, cross claim, counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. 20. Certificate means any instrument evidencing a Claim or Interest. 21. Chapter 11 Cases means the jointly-administered chapter 11 cases pending before the Bankruptcy Court under the lead case of Toys R Us, Inc., et al., No (KLP). 22. Claim means any claim against the Propco II Plan Debtors, as defined in section 101(5) of the Bankruptcy Code, including: (a) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. 23. Claims Bar Date means, either, the General Claims Bar Date, the Governmental Claims Bar Date, or the Administrative Claims Bar Date, as applicable. 24. Claims Bar Date Order means those certain orders entered by the Bankruptcy Court in the Chapter 11 Cases establishing the General Claims Bar Date, the Governmental Claims Bar Date, and the Administrative Claims Bar Date. 25. Claims Objection Bar Date means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion filed before the expiration of the deadline to object to Claims or Interests. Agent. 26. Claims Register means the official register of Claims maintained by the Notice and Claims 27. Class means a category of Holders of Claims or Interests as set forth in Article III in accordance with section 1122(a) of the Bankruptcy Code. 28. Confirmation means the entry on the docket of the Chapter 11 Cases of a Confirmation Order. Order. 29. Confirmation Date means the date upon which the Bankruptcy Court enters the Confirmation 30. Confirmation Hearing means the hearing held by the Bankruptcy Court to consider Confirmation pursuant to section 1129 of the Bankruptcy Code. 31. Confirmation Order means an order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. 32. Consummation means the occurrence of the Effective Date for the Plan. 33. Credit Bid means the Trust s credit bid of $480 million of the obligations of the Propco II Debtor under the Mortgage Loan Agreement less a dollar for dollar reduction for the Assumed Claims. 34. Creditors Committee means the official committee of unsecured creditors appointed in the Chapter 11 Cases. 3

12 Document Page 12 of Cure Claims means all Claims for Cure Obligations. 36. Cure Obligations means all (a) amounts (or such lesser amount as may be agreed upon by the parties under an Executory Contract or Unexpired Lease) required to cure any monetary defaults and (b) other obligations required to cure any non-monetary defaults (the performance required to cure such non-monetary defaults and the timing of such performance will be described in reasonable detail in a notice of proposed assumption and assignment) under any Executory Contract or Unexpired Lease that is to be assumed or assumed and assigned by the Propco II Plan Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code. plan. 37. Debtors means any of the other Debtors when referencing Debtors that are not subject to this 38. D&O Liability Insurance Policies means all insurance policies for directors, members, trustees, officers, and managers liability maintained for the benefit of the Propco II Plan Debtors as of the Effective Date. 39. D&O Liability Insurance Policy Obligations means all Cure Claims related to or continuing obligations under the D&O Liability Insurance Policies. 40. Disbursing Agent means the Propco II Plan Debtors or the Entity or Entities selected by the Propco II Plan Debtors to make or facilitate distributions contemplated under the Plan. 41. Disallowed means, with respect to any Claim, any Claim that is not Allowed and may not be Allowed. 42. Disclosure Statement means the Disclosure Statement for the Amended Joint Chapter 11 Plan of Toys R Us, Property Company II, LLC and Giraffe Junior Holdings LLC, including all exhibits and schedules thereto. 43. Disclosure Statement Order means the Order conditionally approving the Disclosure Statement and certain procedures for solicitation of votes on the Plan and granting related relief. 44. Disputed means, with respect to any Claim, any Claim that is not yet Allowed. 45. Distribution Record Date means the date for determining which Holders of Claims or Interests are eligible to receive distributions hereunder and shall be the Confirmation Date or such other date as designated in a Final Order of the Bankruptcy Court. 46. DTC means Depository Trust Company. 47. Effective Date means, with respect to the Plan, the date that is a Business Day selected by the Propco II Plan Debtors after the Confirmation Date on which: (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in Article IX.A have been satisfied or waived (in accordance with Article IX.B); and (c) the Plan is declared effective. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date. 48. Entity shall have the meaning set forth in section 101(15) of the Bankruptcy Code. 49. Estate means, as to each Debtor, the estate created for each Debtor on the Petition Date pursuant to sections 301 and 541 of the Bankruptcy Code. 50. Excluded Assets means any of the Propco II Debtor s assets that the Purchaser removes from the Purchaser Bid in accordance with the Propco II Bidding Procedures and Article IV.N hereof. 51. Exculpated Parties means, collectively, and in each case in its capacity as such: (a) the Propco II Debtor; (b) the Giraffe Junior Debtor; (c) the Creditors Committee and its members; (d) the Special Servicer; 4

13 Document Page 13 of 97 (e) the Trust; (f) the Sponsors; (g) the Giraffe Junior Mezzanine Loan Lenders (if the Giraffe Junior Mezzanine Loan Lenders vote to accept the Plan and do not object to the Plan); (h) and the Purchaser; and (i) with respect to each of the foregoing entities in clauses (a) through (h), such entity s current and former affiliates, and each of such entity s, and such entity s current and former affiliates, current and former equity holders (regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals. 52. Executory Contract means a contract to which one or more of the Propco II Plan Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 53. Federal Judgment Rate means the federal judgment rate in effect as of the Effective Date. 54. File, Filed, or Filing means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or, with respect to the filing of a Proof of Claim or Proof of Interest, the Notice and Claims Agent. 55. Final Order means, an order or judgment of the Bankruptcy Court, as entered on the docket in any Chapter 11 Case or the docket of any other court of competent jurisdiction, that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice. 56. General Claims Bar Date means April 6, 2018, or such other date established by the Bankruptcy Court by which Proofs of Claim must have been Filed by Entities except for Governmental Units, as ordered by the Bankruptcy Court in the Claims Bar Date Order. 57. General Unsecured Claim means any Claim that is not paid in full and is not: (a) an Administrative Claim; (b) an Other Secured Claim; (c) an Other Priority Claim; (d) a Priority Tax Claim; (e) a Professional Fee Claim; (f) a Mortgage Loan Secured Claim; (g) a Giraffe Junior Mezzanine Loan Secured Claim; (h) a Giraffe Junior Mezzanine Loan Guaranty Claim; (i) a Mortgage Loan Guaranty Claim; or (j) an Intercompany Claim; provided that, for the avoidance of doubt, General Unsecured Claims shall include the Mortgage Loan Deficiency Claims and the Giraffe Junior Mezzanine Loan Deficiency Claims. 58. Giraffe Junior means Giraffe Junior Holdings, LLC. 59. Giraffe Junior Debtor means Giraffe Junior, in its individual capacity as a debtor and debtor in possession in its respective Chapter 11 Case. 60. Giraffe Junior Interests means any interest, equity, or share in the Giraffe Junior Debtor, including all options, warrants, or other rights to obtain such an interest or share in such Giraffe Junior Debtor, whether or not certificated, transferable, preferred, common, voting, or denominated stock or a similar security, including any Claim subject to subordination under section 510(b) of the Bankruptcy Code arising therefrom. 61. Giraffe Junior Mezzanine Loan means the $88 million 12.5% loan due November 19, 2019, which is governed by the Giraffe Junior Mezzanine Loan Agreement. 62. Giraffe Junior Mezzanine Loan Agreement means that certain 12.5% Mezzanine Loan Agreement, dated November 3, 2016 (as amended, novated, supplemented, extended or restated from time to time), among Giraffe Junior, as Borrower, Toys R Us, Inc., as guarantor, and the Giraffe Junior Mezzanine Loan Lenders. 5

14 Document Page 14 of Giraffe Junior Mezzanine Loan Claim means any Claim derived from or based upon the Giraffe Junior Mezzanine Loan, including Claims for principal, interest, fees, costs and expenses. 64. Giraffe Junior Mezzanine Loan Deficiency Claims means any Giraffe Junior Mezzanine Loan Claims that are not Secured Claims. 65. Giraffe Junior Mezzanine Loan Guaranty means any guaranty of Toys R Us, Inc. of the Giraffe Junior Mezzanine Loan Claim. 66. Giraffe Junior Mezzanine Loan Guaranty Claim means any Claim derived from or based upon the Giraffe Junior Mezzanine Loan Guaranty. 67. Giraffe Junior Mezzanine Loan Lenders means the lenders under the Giraffe Junior Mezzanine Loan Agreement. 68. Giraffe Junior Mezzanine Loan Secured Claim means any Giraffe Junior Mezzanine Loan Claims that are Secured Claims. 69. Governmental Claims Bar Date means June 18, 2018, or such other date established by the Bankruptcy Court by which Proofs of Claim must have been Filed by a Governmental Unit, as ordered by the Bankruptcy Court in the Claims Bar Date Order filed in the Chapter 11 Cases. 70. Governmental Unit shall have the meaning set forth in section 101(27) of the Bankruptcy Code. 71. Holder means any Entity holding a Claim or an Interest. 72. Impaired means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is not Unimpaired. 73. Initial Bid Deadline means July 16, 2018 at 5:00 p.m., prevailing Eastern Time. 74. Insurance Refund Claims means all claims of Propco II for cash refunds from any insurance policies applicable to the pro rata share of premium paid by Propco II. 75. Intercompany Claim means any Claim against the Propco II Plan Debtors held by another Debtor Affiliate or non-debtor Affiliate. 76. Intercreditor Agreement means that certain Intercreditor Agreement, dated as of November 3, 2016, by and among Goldman Sachs Mortgage Company and Bank of America N.A., collectively as Mortgage Lender and the Giraffe Junior Mezzanine Loan Lenders. 77. Interim Compensation Order means the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 746], entered by the Bankruptcy Court in the Chapter 11 Cases. 78. Judicial Code means title 28 of the United States Code, 28 U.S.C Lien shall have the meaning set forth in section 101(37) of the Bankruptcy Code. 80. Master Lease Rejection Claim means the Propco II Debtor s Claim against Toys R Us - Delaware Inc. for rejection damages under section 502(g) of the Bankruptcy Code. 81. Minimum Overbid Amount shall have the meaning ascribed to such term in the Propco II Bidding Procedures. 6

15 Document Page 15 of Mortgage Loan Agreement means that certain loan agreement, dated as of November 3, 2016, by and among Goldman Sachs Mortgage Company and Bank of America, N.A., collectively, as a lender, and Propco II. 83. Mortgage Loan Claims means any Claims arising under the Mortgage Loan Documents, including Claims for principal, interest, fees, costs, expenses, and Special Servicer Fees. 84. Mortgage Loan Deficiency Claims means any Mortgage Loan Claim that is not a Secured Claim. If the Purchaser is the Successful Bidder, the Mortgage Loan Deficiency Claims shall be Allowed in the amount by which the Allowed amount of the Mortgage Loan Claims exceed the amount of the Purchaser Bid. If the Purchaser is not the Successful Bidder, the Mortgage Loan Deficiency Claims shall be Allowed in the amount by which the Allowed amount of the Mortgage Loan Claims exceed the Sale Proceeds. 85. Mortgage Loan Documents means the Mortgage Loan Agreement, the Servicing Agreement, and any related documents. Claims. 86. Mortgage Loan Guaranty means any guaranty of Toys R Us, Inc. of the Mortgage Loan 87. Mortgage Loan Guaranty Claim means any Claim derived form or based upon the Mortgage Loan Guaranty. 88. Mortgage Loan Secured Claims means any Mortgage Loan Claims that are Secured Claims. 89. Notice and Claims Agent means Prime Clerk LLC. 90. Other Priority Claim means any Claim accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or Claims entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 91. Other Secured Claim means any Secured Claim against the Propco II Plan Debtors not specifically described in the Plan. 92. Payoff Amount means the sum of the Allowed Mortgage Loan Claims, Allowed Carrying Cost Claims, and the Purchaser Professional Fee Escrow Amount. 93. Petition Date means September 19, Plan means this Amended Joint Chapter 11 Plan of Toys R Us, Property Company II, LLC and Giraffe Junior Holdings, LLC, including the Plan Supplement which is incorporated herein by reference and made part of this Plan as if set forth herein. 95. Plan Supplement means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, to be Filed at least seven (7) days prior to the Voting Deadline, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the Bankruptcy Code, and the Bankruptcy Rules, including (a) a list of Executory Contracts and Unexpired Leases to be assumed or assumed and assigned pursuant to the Plan, and as may be amended by the Propco II Plan Debtors in accordance with the Plan prior to the Effective Date, (b) a list of additional Purchased Claims, if any, (c) the procedures or requirements described in Article VI.F hereof, and (d) if the Propco II Plan Debtors do not initiate a second phase of the bid process in accordance with the Propco II Bidding Procedures, a description of the method of disposition of the Excluded Assets, if any. The documents in the Plan Supplement shall be in form and substance reasonably acceptable to (a) the Special Servicer, (b) the Creditors Committee (if the Creditors Committee supports the Plan and does not object to the Plan), and (c) to the extent any such documents relate to the Giraffe Junior Debtor, the Giraffe Junior Mezzanine Loan Lenders. 7

16 Document Page 16 of Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code. 97. Pro Rata means the proportion that an Allowed Claim or Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or Allowed Interests in that respective Class, or the proportion that Allowed Claims or Allowed Interests in a particular Class bear to the aggregate amount of Allowed Claims or Allowed Interests in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim or Allowed interests under the Plan. 98. Professional means an Entity employed pursuant to a Final Order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code. 99. Professional Fee Claims means all Claims for reasonable and documented accrued frees and expenses for services rendered by a Professional in connection with or related to the Propco II Bidding Procedures, the Purchase Agreement, the Disclosure Statement, the Plan, the Confirmation Order, the Adequate Protection Order, the Sale Order, the Sale Transaction, or any other work for the sole, or allocable, benefit of the Propco II Plan Debtors, through and including the Effective Date, to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court and regardless of whether a fee application has been Filed for such fees and expenses; provided that if the Purchaser is the Successful Bidder, such Claims shall not exceed, in the aggregate, the Professional Fee Claims Cap. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional s fees or expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim Professional Fee Claims Cap means Professional Fee Claims in an amount not to exceed the caps identified for each individual professional as set forth in Schedule 1 attached hereto plus, (i) if the Successful Bid is not the Credit Bid and the full amount of the Mortgage Loan Claims and the Carrying Cost Claims are paid from the Sale Proceeds, the fees and expenses of Lazard Freres and A&G Realty Partners, LLC in accordance with the fee scale set forth in Lazard Freres engagement letter in excess of $2.25 million to the extent of any available Sale Proceeds and (ii) once Allowed Administrative Claims of landlords are paid in full, any amounts remaining from the $500,000 set forth in Schedule 1 attached hereto on account of such Claims, which shall be used solely to pay for any reallocated fees and expenses of such Professionals, solely to the extent necessary to pay Professional Fee Escrow Account means an interest-bearing escrow account to hold and maintain an amount of Cash equal to either the Professional Fee Escrow Amount or the Purchaser Professional Fee Escrow Amount, as applicable, funded on or before the Effective Date solely for the purpose of paying all Allowed and unpaid Professional Fee Claims. Such Cash shall remain subject to the jurisdiction of the Bankruptcy Court Professional Fee Escrow Amount means the aggregate unpaid Professional Fee Claims through the Effective Date as estimated in accordance with Article II.B Proof of Claim means a proof of Claim Filed against the Propco II Plan Debtors in the Chapter 11 Cases Propco II means Toys R Us, Property Company II, LLC Propco II Bidding Procedures Order means the Order approving the Propco II Bidding Procedures Propco II Bidding Procedures means the bidding procedures attached to the Propco II Bidding Procedures Order as Schedule Propco II Chapter 11 Cases means the chapter 11 cases of the Propco II Plan Debtors pending before the Bankruptcy Court under the cases of Toys R Us, Property Company II, LLC, Case No (KLP) (Bankr. E.D. Va.) and Giraffe Junior Holdings, LLC, Case No (KLP) (Bankr. E.D. Va.). 8

17 Document Page 17 of Propco II Debtor means Propco II, in its individual capacity as a debtor and debtor in possession in its respective Chapter 11 Case Propco II Interests means any interest, equity, or share in the Propco II Debtor, including all options, warrants, or other rights to obtain such an interest or share in such Propco II Debtor, whether or not certificated, transferable, preferred, common, voting, or denominated stock or a similar security, including any Claim subject to subordination under section 510(b) of the Bankruptcy Code arising therefrom Propco II Plan Debtors means, collectively, the Propco II Debtor and the Giraffe Junior Debtor Purchase Agreement means that certain asset purchase agreement dated as of [ ], 2018, by and among the Propco II Debtor and the Purchaser, as the same may be amended, modified, or supplemented from time to time in accordance with the terms thereof Purchased Assets means substantially all of the Propco II Debtor s assets, including the Purchased Claims Purchased Claims means (a) the Master Lease Rejection Claim, (b) the Mortgage Loan Guaranty Claim, (c) all Insurance Refund Claims, and (d) additional Purchased Claims, if any, as mutually agreed by the Debtors and the Purchaser as reflected in the Plan Supplement; provided that the Master Lease Rejection Claim, the Mortgage Loan Guaranty Claim, the Insurance Refund Claims shall not be Purchased Claims if the Allowed Mortgage Loan Claims and the Allowed Carrying Cost Claims are paid in full Purchaser shall mean [ ], designee[s] of the Trust, in its capacity as Purchaser under the Purchase Agreement Purchaser Bid means the bid of the Purchaser for the Purchased Assets Purchaser Professional Fee Escrow Amount means the aggregate unpaid Professional Fee Claims through the Effective Date as estimated in accordance with Article II.B plus the Wind Down Budget which, for the avoidance of doubt, shall not exceed, in the aggregate, the Professional Fee Claims Cap Reinstated or Reinstatement means, with respect to Claims and Interests, the treatment provided for in section 1124 of the Bankruptcy Code Released Party means, collectively, and in each case in its capacity as such: (a) the Propco II Debtor; (b) the Giraffe Junior Debtor; (c) Giraffe Holdings, LLC (d) the Creditors Committee and its members; (e) the Special Servicer; (f) the Trust; (g) the Sponsors; (h) the Giraffe Junior Mezzanine Loan Lenders (if the Giraffe Junior Mezzanine Loan Lenders vote to accept the Plan and do not object to the Plan); (i) the Purchaser; and (j) with respect to each of the foregoing entities in clauses (a) through (i), such entity s current and former affiliates, and each of such entity s, and such entity s current and former affiliates, current and former equity holders (regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; provided that any party that opts out of the releases contained in the Plan shall not be a Released Party Releasing Parties means, collectively, and in each case in its capacity as such: (a) the Propco II Debtor; (b) the Giraffe Junior Debtor; (c) Giraffe Holdings, LLC; (d) the Creditors Committee and its members; (e) the Special Servicer; (f) the Trust; (g) the Sponsors; (h) the Giraffe Junior Mezzanine Loan Lenders (if the Giraffe Junior Mezzanine Loan Lenders vote to accept the Plan and do not object to the Plan); (i) the Purchaser; and (j) with respect to each of the foregoing entities in clauses (a) through (i), such entity s current and former affiliates, and each of such entity s, and such entity s current and former affiliates, current and former equity holders (regardless of whether such interests are held directly or indirectly), subsidiaries, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; (k) all Holders of Claims and Interests that 9

18 Document Page 18 of 97 are deemed to accept the Plan and who do not opt-out of the releases provided by the Plan; (l) all Holders of Claims and Interests who vote to accept the Plan; and (m) all Holders in voting classes who abstain from voting on the Plan and who do not opt-out of the releases provided by the Plan; provided, that any Holder of a Claim or Interest that votes to reject the Plan (and thereby opts out of the releases) shall not be a Releasing Party Restructuring Transactions shall have the meaning set forth in Article IV.B Sale Order means an order of the Bankruptcy Court approving the Sale Transaction in accordance with sections 363 and 365 of the Bankruptcy Code if the Sale Transaction is not implemented through the Plan Sale Order Election means the election by the Purchaser, upon written notice to the Propco II Debtor, to consummate the Sale Transaction pursuant to the Sale Order in lieu of Confirmation of the Plan, which election may be made by the Purchaser at any time after a Sale Order Election Triggering Event in their sole discretion after good faith negotiations with the Propco II Debtor Sale Order Election Triggering Event means the Purchaser s receipt of an Administrative Claims Calculation showing that Administrative Claims asserted against the Propco II Debtor exceed the aggregate amounts of Administrative Claims listed on Schedule 1 hereto; provided that the Propco II Debtor and the Purchaser shall engage in good faith discussions regarding the amount of the Administrative Claims asserted and whether such claims are reasonably likely to be Allowed Sale Transaction means those certain transactions between the Propco II Debtor and the Purchaser, as set forth in the Purchase Agreement, for the sale and acquisition of the Purchased Assets, which shall be implemented through a Sale Order or the Plan Sale Proceeds means, in the event the Successful Bidder is an Entity other than the Trust, any Cash proceeds of the Sale Transaction plus any Insurance Refund Claims Schedules means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed by the Propco II Plan Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the official bankruptcy forms Secured means when referring to a Claim secured by a Lien on property in which the Propco II Plan Debtors Estates have an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order or the Plan, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor s interest in such Propco II Plan Debtors Estates interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code Securities Act means the Securities Act of 1933, 15 U.S.C. 77a 77aa Securities Exchange Act means the Securities Exchange Act of 1934, 15 U.S.C. 78a 78nn Security shall have the meaning set forth in section 101(49) of the Bankruptcy Code Servicing Agreement means that certain Trust and Servicing Agreement, dated as of November 3, 2016, by and among TRU Depositor, LLC, as depositor and Wells Fargo Bank, National Association, in its capacity as servicer, special servicer, and certificate administrator Special Servicer means Wells Fargo Bank, National Association, in its capacity as special servicer under the Servicing Agreement Special Servicer Fees means the reasonable and documented (a) out of pocket fees and expenses of the Special Servicer, (b) fees and expenses of counsel and financial advisor to the Special Servicer incurred on or 10

19 Document Page 19 of 97 prior to the Effective Date, and (c) any and all fees payable to the Special Servicer under the Mortgage Loan Documents Sponsors means, collectively, (a) Bain Capital Private Equity, LP, (b) Kohlberg Kravis Roberts & Co. L.P., (c) Vornado Realty Trust, and (d) funds and entities advised by each such Entity, and each such Entity s current and former Affiliates, that directly or indirectly hold Interests in the Propco II Plan Debtors Successful Bid means the bid for the Propco II Debtor s assets that is selected by the Debtors and approved by the Bankruptcy Court as the highest or otherwise best bid pursuant to the Propco II Bidding Procedures 136. Successful Bidder means the Entity or Entities whose bid or bids for some or all of the Propco II Debtor s assets is selected by the Debtors and approved by the Bankruptcy Court as the highest or otherwise best bid pursuant to the Propco II Bidding Procedures. For the avoidance of doubt, if no Entity submits an initial Minimum Overbid Amount, or no Entities submit bids that, in the aggregate, will result in Sale Proceeds in excess of the Mortgage Loan Claims, in each case in accordance with the Propco II Bidding Procedures, the Purchaser shall be deemed the Successful Bidder Trust mans the TRU Trust 2016-TOYS, Commercial Mortgage Pass-Through Certificates, Series 2016-TOYS 138. U.S. Trustee means the Office of the United States Trustee for the Eastern District of Virginia Unexpired Lease means a lease to which one or more of the Propco II Plan Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code Unimpaired means, with respect to a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code United States means the United States of America, its agencies, departments, or agents Voting Deadline means July 25, 2018 at 4:00 p.m., prevailing Eastern Time, unless otherwise extended. Estates Wind Down means the wind down and dissolution of the Propco II Plan Debtors and their 144. Wind Down Budget means, if the Purchaser is the Successful Bidder, the Professional Fee Claims Cap less the aggregate unpaid Professional Fee Claims through the Effective Date as estimated in accordance with Article II.B, the difference of which shall not exceed $250,000. B. Rules of Interpretation. For purposes of the Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity s successors and assigns; (5) unless otherwise specified, all references herein to Articles are references to Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words herein, hereof, and hereto refer to the Plan in its entirety rather than to a particular portion of the Plan; 11