TOYS R US, INC. $400,000,000 7.375% Notes Due 2018 TERMS AGREEMENT
Exhibit 1.2
EXECUTION COPY
TOYS “R” US, INC.
$400,000,000
7.375% Notes Due 2018
TERMS AGREEMENT
September 17, 2003
| To: | Toys “R” Us, Inc. One Geoffrey Way Wayne, New Jersey 07470 |
Ladies and Gentlemen:
We understand that Toys “R” Us, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $400,000,000 aggregate principal amount of its 7.375% Notes Due 2018 (the “Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we, the underwriters named below (the “Underwriters”), agree to purchase, severally and not jointly, the principal amount of Securities opposite our names set forth below at the purchase price set forth below. Except as expressly set forth herein, the terms and conditions of the Underwriting Agreement dated September 17, 2003 among the parties hereto are incorporated by reference herein.
Principal Amount Underwriter of Securities $ 136,000,000 136,000,000 80,000,000 4,000,000 4,000,000 4,000,000 8,000,000 4,000,000 8,000,000
Principal Amount Underwriter of Securities 8,000,000 8,000,000 $ 400,000,000
The Securities shall have the following terms:
Title: 7.375% Notes Due 2018 Ranking: Senior unsecured indebtedness of the Company Aggregate principal
amount: $400,000,000 Form and Denominations: Book-entry form represented by one or more global securities deposited with or on behalf of The Depository Trust Company Currency of payment: United States dollars Interest rate or
formula: 7.375% per annum (interest accrues from September 22, 2003) Interest payment dates: April 15 and October 15 of each year, commencing on April 15, 2004 Regular record dates: April 1 and October 1 of each year Stated maturity date: October 15, 2018 Redemption provisions: Upon at least 30 days, and not more than 60 days, notice, the Company may redeem the Notes, in whole at any time and in part from time to time, for a redemption price determined by a make-whole formula calculated based on the yield of a United States Treasury security of comparable maturity plus 50 basis points as set forth in the Prospectus Supplement relating to the sale of the Securities dated September 17, 2003 under the caption “Description of the Notes – Optional Redemption.” Sinking fund
requirements: None Conversion provisions: None
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Listing requirements: None Ratings: Baa3/BBB- Clear-market provision: None Type of offering: Fixed price offering Initial public offering
price per Security: 99.551% of the principal amount, plus accrued interest, if any, from September 22, 2003 Purchase price per
Security payable by
Underwriters: 98.701% of the principal amount, plus accrued interest, if any, from September 22, 2003 Closing Date and location: September 22, 2003, at 10:00 a.m. in the offices of Shearman & Sterling LLP located at 599 Lexington Avenue, New York, New York 10022 Other terms and conditions: None
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Please indicate your agreement to the terms and conditions hereof by signing a counterpart of this Terms Agreement in the space set forth below and returning the signed counterpart to us.
Very truly yours, CITIGROUP GLOBAL MARKETS INC. By: /s/ Marco Habert Name: Marco Habert Title: Director WACHOVIA CAPITAL MARKETS, LLC By: /s/ Kent Phillips Name: Kent Phillips Title: Director Acting on behalf of themselves and as the Representatives of the several Underwriters. Accepted: TOYS “R” US, INC. By: /s/ Jon W. Kimmins Name: Jon W. Kimmins Title: Senior Vice President and Treasurer
