Exhibit 10.13

AMENDMENT NO. 1 TO THE

REGISTRATION RIGHTS AGREEMENT

June 10, 2008

This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement among Toys “R” Us Holdings, Inc. (“Holdings”), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005 (the “Agreement”) shall become effective as of the Closing (as defined in that certain Reorganization Agreement, dated as of June 10, 2008 (the “Reorganization Agreement”), by and among Toys “R” Us, Inc., a Delaware corporation (“Toys”), and Holdings, the sole stockholder of Toys). Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Reorganization Agreement and/or the Agreement, as applicable.

“(i) Toys “R” Us, Inc., a Delaware corporation (together with its successors and permitted assigns, “Toys”)”

“Common Stock; Reorganization. As of the Effective Date, Toys “R” Us Holdings, Inc., a Delaware corporation, (“Holdings”) was authorized by its Certificate of Incorporation to issue capital stock consisting of 495,000,000 shares of its Class A Common Stock, par value $0.01 per share (the “Class A Common”) and 55,000,000 shares of its Class L Common Stock, par value $0.01 per share (the “Class L Common”). Effective as of August 3, 2007, Holdings effected a recapitalization, whereby each 9 outstanding Class A Common shares and each Class L Common share were converted into one share of common stock of Holdings, par value $0.01 per share, outstanding after the recapitalization. Effective as of June 10, 2008, and in connection with consummation of the reorganization and liquidation of Holdings pursuant to that certain Reorganization Agreement, dated as of June 10, 2008 (the “Reorganization Agreement”), by and among Toys “R” Us, Inc., a Delaware corporation (“Toys”), and Holdings, the Holdings Board adopted Amendment No. 1 to the Agreement (“Amendment No. 1”) and the Toys Board approved the entering into of the Agreement, as amended by Amendment No. 1, to reflect the assumption by Toys of the obligations and rights of Holdings hereunder pursuant to the Reorganization.”

(i) adding the following definitions as follows:

(a) ““Amendment No. 1” shall have the meaning set forth in the Recitals.”

(b) ““Holdings” shall have the meaning set forth in the Recitals.”

(ii) deleting the following definitions therein and replacing them with the following:

(a) ““Common Stock” shall have the meaning set forth in Amendment No. 1.”

(b) ““Company” shall have the meaning set forth in Amendment No. 1.”

and (iii) amending the following definitions as follows:

(a) the definition of “Initial Shares” shall be amended by adding the phrase “or the share exchange pursuant to the Reorganization Agreement” after the phrase “or other recapitalization” and before the phrase “affecting such Stock”.

(b) the definition of “Registrable Securities” shall be amended by (x) deleting the phrase “Class A Common” therein and replacing it with the phrase “Common Stock” and (y) adding the phrase “or the share exchange pursuant to the Reorganization Agreement” at the end of clause (ii) after the phrase “combination of shares, recapitalization, merger, consolidation or other reorganization.”

(c) the definition of “Transfer” shall be amended by adding the phrase “or the share exchange pursuant to the Reorganization Agreement” after the phrase “or its successors)” and before the phrase “, will not be deemed a Transfer”

“Toys “R” Us, Inc.”

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Registration Rights Agreement on the day and year first written above.