Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 1 of 12

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1 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 1 of 12 Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) Proposed Co-Counsel to Toys R Us Delaware, Inc. Donald C. Schultz (VA 30531) David C. Hartnett (VA 80452) CRENSHAW, WARE & MARTIN, PLC 150 West Main Street Suite 1500 Norfolk, VA Telephone: (757) Facsimile: (757) Co-Counsel to Toys R Us Delaware, Inc. 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) ) APPLICATION OF DEBTOR TOYS R US DELAWARE, INC., AT THE DIRECTIONS OF ITS DISINTERESTED DIRECTORS, FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KATTEN MUCHIN ROSENMAN LLP AS ATTORNEYS FOR TOYS R US DELAWARE, INC. EFFECTIVE NUNC PRO TUNC TO MARCH 20, 2018 Toys R Us Delaware, Inc. ( Toys Delaware or the Debtor ), one of the abovecaptioned debtors and debtors in possession (collectively, the Debtors ), files this application (this Application ) for the entry of an order (the Order ), substantially in the form attached hereto as Exhibit A, authorizing the Debtor to retain and employ Katten Muchin Rosenman LLP ( Katten ) as attorneys to the Debtor at the direction of its disinterested directors Alan J. Carr and Neal P. Goldman (the Disinterested Directors ) effective nunc pro tunc to March 20, 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 Debtors Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78] filed on the Petition Date. The location of the Debtors service address is One Geoffrey Way, Wayne, NJ

2 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 2 of 12 In support of this Application, the Debtor submits the declaration of Steven J. Reisman, a partner of Katten (the Reisman Declaration ), which is attached hereto as Exhibit B and the declaration of Alan J. Carr, Disinterested Director of Toys Delaware, which is attached hereto as Exhibit C (the Carr Declaration ). In further support of this Application, the Debtor respectfully states as follows. Jurisdiction and Venue 1. The United States Bankruptcy Court for the Eastern District of Virginia (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated July 10, The Debtor confirms its consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein are sections 327(a) and 330 of title 11 of the United States Code as amended, 11 U.S.C (the Bankruptcy Code ), Bankruptcy Rules 2014(a) and 2016, and Rules and of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the Local Bankruptcy Rules ). Background 4. On September 18, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the Initially Filed Chapter 11 Cases ). The Debtors are operating their businesses and managing their properties as debtors in 2

3 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 3 of 12 possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. On September 19, 2017, the Court entered an order [Docket No. 78] authorizing the joint administration and procedural consolidation of the Initially Filed Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b) A description of the Debtors businesses, the reasons for commencing the Chapter 11 Cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of David A. Brandon, Chairman of the Board and Chief Executive Officer of Toys R Us, Inc., in Support of Chapter 11 Petitions and First Day Motions, filed on September 19, 2017 [Docket No. 20], incorporated herein by reference. 6. On October 26, 2017, the Debtor filed an application seeking to retain Curtis, Mallet-Prevost, Colt & Mosle LLP ( Curtis ) as its counsel, nunc pro tunc to the Petition Date (the Curtis Application ) [Docket No. 784]. The Court entered an Order granting the Curtis Application on November 21, 2017 [Docket No. 1048]. 7. On March 20, 2018, the Curtis partners responsible for the representation of the Debtor ceased to be partners at Curtis and joined the law firm of Katten, as partners in its Insolvency and Restructuring Department. The Disinterested Directors chose to substitute Katten as the Debtor s counsel for the sake of efficiency, continuity and stability of representation given the move of the attorneys personally handling the representation of the Debtor. 2 On March 20, 2018, each of Toys R Us Property Company I, LLC, Wayne Real Estate Holding Company, LLC, MAP Real Estate, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company, LLC (collectively, the Propco I Debtors ) filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (collectively, the Subsequently Filed Chapter 11 Cases and together with the Initially Filed Chapter 11 Cases, the Chapter 11 Cases ). The PropCo I Debtors are operating their businesses and managing their properties as debtors in possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. On March 22, 2018, the Court entered an interim order [Docket No. 13] authorizing the joint administration and procedural consolidation of the Subsequently Filed Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b). 3

4 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 4 of 12 Relief Requested 8. By this Application, the Debtor seeks entry of an order, substantially in the form of the Order attached hereto as Exhibit A, authorizing the retention and employment of Katten as its attorneys at the direction of its Disinterested Directors in accordance with the terms and conditions set forth in that certain engagement letter between the Debtor and Katten effective as of March 20, 2018 (the Engagement Letter ), a copy of which is attached hereto as Exhibit 1 to Exhibit A and incorporated herein by reference. Katten s Qualifications 9. The Debtor seeks to retain Katten, at the direction of the Disinterested Directors, because of Katten s recognized expertise and extensive experience in the field of debtors protections, creditors rights, and business reorganizations under chapter 11 of the Bankruptcy Code. 10. Additionally, because the previously-retained Curtis attorneys will continue to represent the Debtor as attorneys of Katten, subject to approval of this Court, the Katten attorneys who will be responsible for the representation of the Debtor have already gained substantial familiarity with the Debtor and these Chapter 11 Cases. Throughout their representation of the Debtor while at Curtis, these professionals have become familiar with the Debtor, the Debtors businesses, and many of the potential legal issues that may arise in the context of these Chapter 11 Cases. 11. Katten is a law firm that employs over 600 attorneys worldwide and maintains offices for the practice of law at 575 Madison Avenue, New York, New York, as well as offices in Chicago, Illinois; Houston, Texas; Austin, Texas; Dallas, Texas; Washington, D.C.; Charlotte, North Carolina; Los Angeles, California; Oakland, California; London, England; and Shanghai, P.R. China. 4

5 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 5 of Katten has been involved in a number of other chapter 11 cases in various roles, having represented debtors, creditors, and other parties in interest. Moreover, the specific Katten attorneys who will be responsible for the representation of the Debtors in these Chapter 11 Cases have been involved in a number of other significant chapter 11 cases as estate professionals while partners at Curtis. 13. Accordingly, the Debtor believes that Katten is both well qualified and uniquely able to continue to represent the Debtor at the direction of the Disinterested Directors in these Chapter 11 Cases in an efficient and cost-effective manner. Services to be Provided 14. Subject to further order of the Court, and consistent with (i) the Engagement Letter and (ii) the Resolutions Regarding Disinterested Directors, adopted by the board of directors of Toys Delaware on September 18, 2017, the Debtor requests, at the direction of the Disinterested Directors, the retention and employment of Katten to render legal services to the Debtor, including the following: a. advising the Debtor at the direction of the Disinterested Directors in any pertaining to the Chapter 11 Cases in which a conflict exists between Toys Delaware and its shareholders, affiliates (as applicable), or the directors and officers of Toys Delaware (the Conflict Matters ); b. investigating and advising the Disinterested Directors regarding whether an issue constitutes a Conflict Matter; c. conducting investigation and analysis sufficient to advise the Disinterested Directors regarding Conflict Matters; and d. implementing the directions of the Disinterested Directors/Managers related to Conflict Matters. Professional Compensation 15. Katten intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with the Chapter 11 Cases, 5

6 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 6 of 12 subject to the Court s approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure Katten will use in the Chapter 11 Cases are the same as the hourly rates and corresponding rate structure that Katten uses in other restructuring, as well as similar complex corporate, securities, and litigation whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex typically are national in scope and involve great complexity, high stakes, and severe time pressures. 16. Katten operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm s expertise, performance, and reputation, the nature of the work involved, and other factors. 17. The standard hourly rates for the attorneys primarily responsible for representing the Debtor are as follows: Name Title 2018 Hourly Rate Steven Reisman Partner $1,150 Theresa Foudy Partner $990 Shaya Rochester Partner $ In addition, other attorneys may continue to be involved as necessary and appropriate to represent the Debtor. Katten s current hourly rates for 2018 for other attorneys are as follows: Billing Category U.S. Range Partners $500-$1,350 Associates $315-$875 6

7 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 7 of Katten s hourly rates are set at a level designed to compensate Katten fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions. Katten will provide reasonable notice to the Debtors, the Committee, and the U.S. Trustee in connection with any increase of Katten s hourly billing rates The rate structure provided by Katten is appropriate and not significantly different from (a) the rates that Katten charges for other similar types of representations or (b) the rates that other comparable counsel would charge to do work substantially similar to the work Katten will perform in the Chapter 11 Cases. 21. It is Katten s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client s case that would not have been incurred except for representation of that particular client. It is also Katten s policy to charge its clients only the amount actually incurred by Katten in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging. 22. Katten currently charges its clients $0.10 per page for standard black and white duplication and $0.25 per page for color duplication. Katten does not charge its clients for incoming facsimile transmissions. Computer-assisted legal research is used whenever the 3 Like many of its peer law firms, Katten typically increases the hourly billing rate of attorneys and paraprofessionals in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney s and paraprofessional s current level of seniority. The step increases do not constitute rate increases (as the term is used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in the Order, Katten will provide ten business-days notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file any such notice with the Court. 7

8 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 8 of 12 researcher determines that it is more cost effective than using traditional (non-computer assisted legal research) techniques. Compensation Received by Katten from the Debtor 23. As of the Petition Date, the Debtor did not owe Katten any amounts for legal services rendered before the Petition Date. 24. Pursuant to Bankruptcy Rule 2016(b), Katten has neither shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and other attorneys associated with Katten or (b) any compensation another person or party has received or may receive. Katten s Disinterestedness 25. To the best of the Debtor s knowledge and as disclosed herein and in the Reisman Declaration, (a) Katten is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and (b) Katten has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Reisman Declaration. 26. Katten will review its files periodically during the pendency of the Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, Katten will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a). 8

9 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 9 of 12 Supporting Authority 27. The Debtor, at the direction of its Disinterested Directors, seeks retention of Katten as counsel pursuant to section 327(a) of the Bankruptcy Code, which provides that a debtor, subject to Court approval: 11 U.S.C. 327(a). [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor] s duties under this title. 28. Bankruptcy Rule 2014(a) requires that an application for retention include: Fed. R. Bankr. P [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant s knowledge, all of the [firm s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. 29. The Debtor submits that for all the reasons stated above and in the Reisman Declaration, the retention and employment of Katten as counsel to the Debtor at the direction of its Disinterested Directors is warranted. Further, as stated in the Reisman Declaration, Katten is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and has no connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Reisman Declaration. 9

10 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 10 of 12 Notice 30. The Debtor has provided notice of this Application to the following parties: (a) the Office of the United States Trustee for the Eastern District of Virginia, Attn: Robert B. Van Arsdale and Lynn A. Kohen; (b) counsel to the Official Committee of Unsecured Creditors; (c) the holders of the 50 largest unsecured claims against the Debtors (on a consolidated basis); (d) DIP ABL Agent and the advisors and counsel thereto; (e) DIP Taj Term Loan Agent and the advisors and counsel thereto; (f) DIP Delaware Term Loan Agent and the advisors and counsel thereto; (g) the indenture trustee for the TRU Taj 12.00% Senior Notes and the advisors and counsel thereto; (h) the administrative agent for the prepetition Secured Revolving Credit Facility and the advisors and counsel thereto; (i) the administrative agent for the prepetition Secured Term Loan B Facility and the advisors and counsel thereto; (j) the prepetition administrative agent for the Propco I Unsecured Term Loan Facility and the advisors and counsel thereto; (k) the agent for the Propco II Mortgage Loan and the advisors and counsel thereto; (l) the agent for the Giraffe Junior Mezzanine Loan and the advisors and counsel thereto; (m) the administrative agent for the prepetition European and Australian Asset-Based Revolving Credit Facility and the advisors and counsel thereto; (n) the administrative agent for the Senior Unsecured Term Loan Facility and the advisors and counsel thereto; (o) the indenture trustee for the Debtors 7.375% Senior Notes and the advisors and counsel thereto; (p) the indenture trustee for the Debtors 8.75% Unsecured Notes and the advisors and counsel thereto; (q) counsel to the ad hoc group of the Term B-4 Holders; (r) counsel to the Ad Hoc Committee of Taj Noteholders; (s) the monitor in the CCAA proceeding and counsel thereto; (t) the Debtors Canadian Counsel, (u) the Internal Revenue Service; (v) the office of the attorneys general for the states in which the Debtors operate; (w) the Securities and Exchange Commission; (x) the Insurers; (y) the Sureties; 10

11 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 11 of 12 and (z) any party that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the Notice Parties ). A copy of this Application is also available on the website of the Debtors notice and claims agent at In light of the nature of the relief requested, the Debtor submits that no other or further notice is required. No Prior Request 31. No prior request for the relief sought in this Application has been made to this or any other court. [Remainder of page intentionally left blank] 11

12 Case KLP Doc 2908 Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Main Document Page 12 of 12 WHEREFORE, the Debtor respectfully requests that the Court enter the Order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Dated: April 27, 2018 /s/ Alan J. Carr Alan J. Carr Disinterested Director Toys R Us Delaware, Inc. Submitted by: /s/ Donald C. Schultz Donald C. Schultz (VA 30531) David C. Hartnett (VA 80452) CRENSHAW, WARE & MARTIN, PLC 150 West Main Street Suite 1500 Norfolk, Virginia Telephone: (757) Facsimile: (757) dschultz@cwm-law.com dhartnett@cwm-law.com Co-Counsel to Toys R Us Delaware, Inc. -and- Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) sreisman@katten.com tfoudy@katten.com srochester@katten.com Proposed Co-Counsel to Toys R Us Delaware, Inc. 12

13 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 1 of 17 EXHIBIT A Proposed Order

14 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 2 of 17 Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) Proposed Co-Counsel to Toys R Us Delaware, Inc. Donald C. Schultz (VA 30531) David C. Hartnett (VA 80452) CRENSHAW, WARE & MARTIN, PLC 150 West Main Street Suite 1500 Norfolk, VA Telephone: (757) Facsimile: (757) Co-Counsel to Toys R Us Delaware, Inc. 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) ) ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KATTEN MUCHIN ROSENMAN LLP AS ATTORNEYS FOR TOYS R US DELAWARE, INC., AT THE DIRECTION OF ITS DISINTERESTED DIRECTORS, EFFECTIVE NUNC PRO TUNC TO MARCH 20, 2018 Upon the application (the Application ) 2 of Toys R Us Delaware, Inc. ( Toys Delaware or the Debtor ) for entry of an order (this Order ) authorizing Toys Delaware to retain and employ Katten Muchin Rosenman LLP ( Katten ) as attorneys to the Debtor at the direction of its disinterested directors Alan J. Carr and Neal P. Goldman (the Disinterested Directors ) of Toys Delaware effective nunc pro tunc to March 20, 2018, pursuant to sections 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 Debtors Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 10] filed on the Petition Date. The location of the Debtors service address is One Geoffrey Way, Wayne, NJ Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

15 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 3 of (a) and 330 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rules and of the Bankruptcy Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia (the Local Bankruptcy Rules ); and the Court having reviewed the Application, the Declaration of Steven J. Reisman, a partner of Katten (the Reisman Declaration ), and the declaration of Alan J. Carr (the Carr Declaration ); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that the Application is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found based on the representations made in the Application and in the Reisman Declaration that (a) Katten does not hold or represent an interest adverse to the Debtors estates and (b) Katten is a disinterested person as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code; and the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Court having found that the Debtor provided adequate and appropriate notice of the Application under the circumstances and that no other or further notice is required; and the Court having reviewed the Application and having heard statements in support of the Application at a hearing held before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested herein having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 2

16 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 4 of The Application is granted to the extent set forth herein. 2. The Debtor is authorized to retain and employ Katten nunc pro tunc to March 20, 2018 in accordance with the terms and conditions set forth in the Application and in the Engagement Letter attached hereto as Exhibit Katten is authorized to provide the Debtor the professional services as described in the Application and the Engagement Letter. Specifically, but without limitation, Katten will render the following legal services: a. advising the Debtor at the direction of the Disinterested Directors in any pertaining to the Chapter 11 Cases in which a conflict exists between Toys Delaware and its shareholders, affiliates (as applicable), or the directors and officers of Toys Delaware (the Conflict Matters ); b. investigating and advising the Disinterested Directors regarding whether an issue constitutes a Conflict Matter; c. conducting investigation and analysis sufficient to advise the Disinterested Directors regarding Conflict Matters; and d. implementing the directions of the Disinterested Directors/Managers related to Conflict Matters. 4. Katten shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. Katten also intends to make a reasonable effort to comply with the U.S. Trustee s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the Revised UST Guidelines ), both in connection with the Application and the interim and final fee applications to be filed by Katten in the Chapter 11 Cases. 3

17 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 5 of Notwithstanding anything to the contrary in the Application, the Engagement Letter, or the Declarations attached to the Application, the reimbursement provisions allowing the reimbursement of fees and expenses incurred in connection with participating in, preparing for, or responding to any action, claim, suit, or proceeding brought by or against any party that relates to the legal services provided under the Engagement Letter and fees for defending any objection to Katten s fee applications under the Bankruptcy Code are not approved pending further order of the Court. 6. Katten shall provide ten-business-days notice to the Debtors, the U.S. Trustee, and any official committee before any increases in the rates set forth in the Application or the Engagement Letter are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to section 330 of the Bankruptcy Code. 7. The Debtor and Katten are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 8. The Disinterested Directors of the Debtor are authorized to execute the Engagement Letter on behalf of the Debtor. 9. Notice of the Application as provided therein is deemed to be good and sufficient notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by the contents of the Application. 10. To the extent the Application, the Reisman Declaration, the Carr Declaration, or the Engagement Letter is inconsistent with this Order, the terms of this Order shall govern. 4

18 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 6 of The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 12. The Court retains jurisdiction with respect to all arising from or related to the implementation of this Order. Dated:, 2018 Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS UNITED STATES BANKRUPTCY JUDGE 5

19 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 7 of 17 WE ASK FOR THIS: /s/ Donald C. Schultz Donald C. Schultz (VA 30531) David C. Hartnett (VA 80452) CRENSHAW, WARE & MARTIN, PLC 150 West Main Street Suite 1500 Norfolk, Virginia Telephone: (757) Facsimile: (757) dschultz@cwm-law.com dhartnett@cwm-law.com Co-Counsel to Toys R Us Delaware, Inc. -and- Steven J. Reisman (admitted pro hac vice) Theresa A. Foudy (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY Telephone: (212) Facsimile: (212) sreisman@katten.com tfoudy@katten.com srochester@katten.com Proposed Co-Counsel to Toys R Us Delaware, Inc. CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE (C) Pursuant to Local Bankruptcy Rule (C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties. /s/ Donald C. Schultz

20 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 8 of 17 EXHIBIT 1 Engagement Letter

21 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 9 of 17 Katten KattenMuchlnRosenman up 575 Madison Avenue New York, NY tel Dated as of March 20, 2018 Steven J. Reisman sreisman@katten.com direct VIA Toys R Us - Delaware, Inc. 1 Geoffrey Way Wayne, NY Attn: Neal P. Goldman and Alan J. Carr Dear Sirs: Re: Engagement Agreement We are pleased to have the opportunity to represent Toys R Us - Delaware, Inc., (the Client ) at the direction of its Independent Directors, with regard to providing advice and representation in connection with the Chapter 11 Cases of Toys R Us, Inc., its debtor subsidiaries and such other as the Client may request and the Firm may agree to handle. This letter and the enclosed Terms of Engagement which contains a provision on conflicts of interest, describe the basis on which the Firm provides legal services. I will be the lawyer at the firm with the primary responsibility for your representation and understand that it is your expectation, as well as my own intention, that I be involved in managing all aspects of this engagement. I will be assisted by Theresa Foudy, Shaya Rochester, as well as such other partner(s), associate(s), and other member of the Firm as appropriate. As indicated in the Terms of Engagement, our fees are based upon our hourly rates. As you have previously confirmed, all documentation, s, and materials (either physical or electronic) with respect to this engagement should be promptly sent from Curtis, Mallet-Prevost, Colt & Mosle LLP ( Curtis ) to Katten. Katten shall be fully authorized to direct Curtis regarding such transfer. Please review the Terms of Engagement, with the assistance of independent counsel if you wish, and let me know if you have any questions about them. If all the terms are satisfactory, please indicate your consent by signing this letter and returning it to me. However, your continuing instructions in this matter will amount to your acceptance of the terms of this letter, including the Terms of Engagement (collectively the Terms ). All parties to this agreement agree that a digital signature shall be effective to prove each party s agreement to the Terms. Furthermore, the parties agree that the Terms may be proven through an electronic copy in digital format, and that no original hard-copy document need be retained to prove the Terms. AUSTIN CENTURY CITY CHARLOTTE CHICAGO DALLAS HOUSTON IRVING LOS ANGELES NEW YORK ORANGE COUNTY SAN FRANCISCO BAY AREA SHANGHAI WASHINGTON, DC LONDON: KATTEN MUCHIN ROSENMAN UK LLP A limited.liability partnership including professional corporations

22 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 10 of 17 Katten KaUenMuchinRosenman up Dated as of March 20, 2018 Page 2 A schedule of the Finn s standard hourly rates is annexed as Exhibit A. The Firm s disbursements that are billed on a per-unit basis are annexed as Exhibit B. The Firm s wiring instructions are annexed as Exhibit C and the Firm s W-9 Taxpayer Certification is annexed as Exhibit D. Thank you for allowing us the privilege of this representation. We value and appreciate the trust and confidence you have placed in us and we assure you we will do our best to see that your expectations are satisfied. My best. SJR:sd w/attachment Steven J. Reisman This letter and the Terms of Engagement are agreed to: TOYS R US - DELAWARE, INC., v5iv kj (M By:. By:_l Name: Neal P. Goldman Title: Disinterested Director Date: Name: Alan J. Carr Title: Disinterested Director Date: * 1 j *3/1 y huhi i

23 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 11 of 17 KATTEN MUCHIN ROSENMAN LLP TERMS OF ENGAGEMENT The information below describes the terms that apply to the legal services provided for you by Katten Muchin Rosenman LLP (the Firm ). We encourage you to discuss any of these Terms with us at any time. If modifications to the Terms are needed, you should discuss that with us so that agreement on changes can be reached and reduced to writing. All references to you or your means only the client or clients identified in our engagement letter. Individuals or entities that are related to or affiliated with you, such as partners, officers, directors, stockholders, parent companies, related companies, or family members, are not clients, unless we otherwise agree in writing. I. description stated in our engagement letter. Any changes or additions to the scope of our work, Scope of Representation. The scope of the work we will do for you is limited to the which we would be pleased to consider, must be agreed to and memorialized by letter or . Unless that description states otherwise, our engagement does not include responsibility for: (1) review of your insurance policies to determine the possibility of coverage for our fees and costs or for the claim asserted against you, (2) notification of your insurance carriers about a matter, (3) advice to you about your disclosure obligations concerning a matter under the federal securities laws or any other applicable law, or (4) advice to you about tax issues that relate to a matter. If we agree to represent you in additional, we will do so in writing by letter or , and the Terms of our engagement will remain the same for these additional unless changed by agreement in writing. Additionally, if in response to your request or by requirement of lawful process we: testify; gather and/or produce documents; respond to document hold or production requests; or respond to any other requests in connection with possible, threatened or actual proceedings commenced by third parties that relate to our representation of you, you agree to pay us our reasonable fees and costs incurred. II. Staffing. Steven J. Reisman will have the primary responsibility for our relationship. We assign additional lawyers and other personnel when needed based upon the type of work and the appropriate experience level required. III. Client Responsibilities. You agree to provide us with all information that we believe is necessary or appropriate to fulfill our professional responsibilities in this matter and to cooperate with us in such as fact investigation, preparation of pleadings, discovery responses, settlement conferences, etc. You will designate one or more persons to give us instructions and authority to receive our requests and inquiries. You further agree that without our express written consent, you will not use our name or the fact of your engagement of us in any form of advertising or solicitation of business. IV. Financial Arrangements. Fees and Expenses. Our fees are based primarily upon the hourly rates of our A. lawyers and other personnel in effect when the services are performed. These rates change periodically based upon economic factors and the experience level of our

24 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 12 of 17 personnel. In determining the amount of our fee, we may also consider and adjust our total fee based on other factors, including the novelty and difficulty of the issues involved, the amount involved and the results obtained, and the time limits, if any, imposed by you or by the circumstances of the engagement. We are affiliated with Katten Muchin Rosenman UK LLP of London, England, and if we obtain advice or services on your behalf from that firm, we will include their time and expenses on our bill. Expenses include items such as consultants, experts, filing fees, court reporting fees, travel costs, overnight or other special mail services, messenger services, photocopies, long distance telephone, outgoing faxes, research service charges (e.g., LEXIS), secretarial and other staff overtime charges (when required to meet the needs of the matter), and other special services such as document imaging. Certain of these charges are adjusted to include administrative and overhead expenses incurred by the Firm to provide the billed service. With respect to costs incurred and payable to third parties, such as court reporters or experts, it is our usual policy to forward those bills to you for payment directly to the third party, and you agree to pay those fees directly to the provider. As an accommodation to you, however, we may advance those costs on your behalf and include them in our monthly bills. Some large disbursements may be forwarded to you for direct payment. Some charges may not be in the system at the time of monthly billing and will appear on a later bill. Fee Deposits. The amount of any fee deposit required in this engagement, if any, B. is set forth in the engagement letter, which is not an estimate of the total costs of the representation, nor is it a maximum fee. This fee deposit will be deposited in the Firm s client retainer trust account and will be used to pay our fees and expenses when they come due. We will pay our monthly invoices using the fee deposit when earned, unless you already have paid the invoice or dispute the amount of our invoice before that time. You agree that you will maintain the fee deposit balance at the amount agreed in the engagement letter. Accordingly, while we will pay our invoices from the fee deposit as set forth above, you agree to maintain the agreed balance by either paying each invoice within 20 days of mailing or by replenishing the fee deposit in a like amount. In the event our fees and expenses exceed the retainer deposited with us, we will bill you for the excess. We may, as an accommodation to you, agree to waive the fee deposit if our invoices are timely paid. In the event we do so, however, you agree that we may request replenishment of the fee deposit at any time, should we determine that to be necessary, in our sole discretion. We may also request, and you agree to provide, additional fee advances from time to time based on our estimates of future work to be undertaken. If you fail to maintain the balance of the fee deposit when requested or to pay promptly any additional fees requested, we reserve the right to cease performing further work and withdraw from the representation. Billing and Payment. We generally forward our statements monthly. The C. statements will include a brief description of the work performed, the date the work was performed, the time required to do the work, and the expenses incurred. Payment is due promptly upon receipt of our statement. We reserve the right to terminate our representation of clients who do not pay promptly. We do not and cannot guarantee the 2

25 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 13 of 17 outcome of any matter, and payment of our fees and disbursements is not conditioned on any particular outcome. V. The use of can be an efficient means of communication, and we use it often in communicating with clients. Some clients also use instant messaging as a means of communication. However, these electronic communications can be Electronic Communication. delayed or blocked (for example, by anti-spam software) or otherwise not transmitted. You must not assume that an or instant message sent to us was actually opened and read by us unless you receive a non-automated reply message indicating that we have read your message. VI. auditing firms regarding client legal and we respond to those inquiries with the same level of care and professionalism used to handle the client s other legal work. We will Responses to Auditors Inquiries. We are frequently asked to provide information to accordingly charge for those services at the same rates. When you make a written request that we provide information to an auditing firm, we will deem your request to be your consent for us to disclose the requested information on your behalf. Additionally, when an auditing firm makes a written request for information on your behalf, that request will be deemed to be your consent for us to disclose that information to the auditing firm. VII. Conflicts of Interest Issues. As you know, we are a large general services law firm with many clients and with offices located in Austin, Texas; Charlotte, North Carolina; Chicago, Illinois; Dallas, Texas; Houston, Texas; Irving, Texas; Los Angeles, California (Century City and Downtown); New York, New York; Orange County, California; San Francisco Bay Area, California; Washington D.C.; and Shanghai, China, and we have an affiliate in London, England. It is possible that, during the course of our engagement, an existing or future client may seek to hire the Firm in connection with an actual or potential transaction or pending or potential litigation or other dispute resolution proceeding in which such other client s interests are or potentially may become adverse to your interests. Potential adverse consequences may result from the Firm s representing parties that are adverse to you. These may include a perception that the Firm s loyalty and independence of judgment with respect to you are impaired. Also, the Firm s representation of parties adverse to you may come at a time when it would harm your interests to terminate the services of the Firm, or after expenditures of fees and costs to the Firm that might need to be replicated by new counsel. The Firm encourages you to have this conflicts waiver reviewed by independent counsel acting on your behalf before agreeing to these Terms of Engagement. During the term of this engagement, we agree that we will not accept representation of another client in a legal matter that is directly adverse to you unless and until we have made disclosure to you of the relevant facts and circumstances of our undertaking the two representations and you have consented to our representation of the other client. You agree that you will be reasonable in evaluating such circumstances and that you will give your consent if we can confirm to you in good faith that the following criteria are met: (i) there is no substantial relationship between any matter in which we are representing or have represented you and the matter for the other client; (ii) our representation of the other client will not implicate any confidential information we have received from you; (iii) our effective representation of you and the discharge of our professional responsibilities to you will not be prejudiced by our representation of the other client; and (iv) 3

26 Case KLP Doc Filed 04/27/18 Entered 04/27/18 15:39:18 Desc Exhibit(s) A Page 14 of 17 the other client has also consented based on our disclosure of the relevant facts and circumstances of our undertaking the two representations. Further, in the course of our representation of you, it may be necessary for our lawyers to analyze or address their professional duties or responsibilities or those of the Firm, and to consult with the Firm s General Counsel, Deputy General Counsel, Conflicts Counsel, or other lawyers in doing so. To the extent we are addressing our duties, obligations or responsibilities to you in those consultations, it is possible that a conflict of interest might be deemed to exist as between our Firm and you. As a condition of this engagement, you waive any conflict of interest that might be deemed to arise out of any such consultations. You further agree that these consultations are protected from disclosure by the Firm s attorney-client privilege. Nothing in the foregoing shall diminish or otherwise affect our obligation to keep you informed of material developments in your representation, including any conclusions arising out of such consultations to the extent that they affect your interests. VIII. Arbitration of Disputes. You acknowledge having reviewed a copy of Part 137 of the Rules of the Chief Administrator of the Courts of New York (available at or upon request from us) which provides a mechanism for resolution of fee disputes between us using a particular arbitration procedure and forum; you have a right to select this mechanism for the resolution of fee disputes between us under this letter agreement unless you waive that right. You hereby waive that right, and you and we instead agree upon the following: If any dispute, controversy or claim directly or indirectly relating to or arising out of this agreement, work we perform for you or the fees charged by us or your failure to pay such fees you agree that such dispute shall be submitted to binding arbitration with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator shall have no authority to award punitive damages or to treble or otherwise multiply actual damages. The award in the arbitration shall be final and binding and judgment thereon may be entered and enforced in any court of competent jurisdiction. The costs and expenses (including reasonable attorney s fees of the prevailing party) shall be borne and paid by the party that the arbitrator, or arbitrators, determine is the nonprevailing party. You agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State of New York in connection with any action brought to enforce an award in arbitration. You further agree that service of process may be made upon you by Katten Muchin Rosenman LLP by causing process to be delivered to you at the above address (or such other address of which you hereafter shall advise us in writing) by registered or certified mail, return receipt requested. IX. Conclusion of Representation. Our representation of you will terminate when we send you our final statement for services rendered in this matter. We may also terminate our representation for any reason consistent with rules of professional responsibility, including conflicts of interest or your failure to pay our fees and expenses. Our representation may also be terminated upon your request. Following termination, any nonpublic information you have supplied to us which is retained by us will be kept confidential in accordance with applicable rules of professional responsibility. Once our representation is concluded, we will not be obligated to take any steps such as keeping track of deadlines, filing papers, pursuing appeals, or monitoring or advising you about changes in the law or circumstances that might bear upon the concluded matter. 4