0000950123-03-010602 Sample Contracts

TOYS “R” US, INC. $400,000,000 7.375% Notes Due 2018 TERMS AGREEMENT
Terms Agreement • September 22nd, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops

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.

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TOYS “R” US, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 22nd, 2003 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
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