EXHIBIT 4.2
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE (AS
HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY"). THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY SUCH DEPOSITARY TO A NOMINEE OF SUCH DEPOSITARY
OR BY A NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH
DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND UNTIL THIS NOTE IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE CERTIFICATED FORM.
Unless this Note is presented by an authorized representative of the Depositary
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co., or such
other name as requested by an authorized representative of The Depository Trust
Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CUSIP No. 000000XX0
XXXX Xx. XX000000XX00 R-
$400,000,000
TOYS "R" US, INC.
7.875% NOTE DUE 2013
TOYS "R" US, INC., a Delaware corporation (the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of FOUR HUNDRED MILLION Dollars ($400,000,000) as increased or
decreased as provided for in Schedule A hereto on April 15, 2013 (such date is
hereinafter referred to as the "Maturity"), and to pay interest on said
principal sum from April 8, 2003 or from the most recent date to which interest
has been paid or duly provided for, semi-annually in arrears on April 15 and
October 15 of each year (each such date, an "Interest Payment Date"), commencing
on October 15, 2003, at the rate of 7.875% per annum through and including the
day immediately preceding the next Interest Payment Date until the principal
hereof shall have been paid or duly made available for payment.
The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
except as provided in the Indenture (as defined below), the amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed will be computed on the basis of the actual number of days elapsed
in such 90-day period. In the event that any Interest Payment Date is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), in each case with the same force and
effect as if made on such Interest Payment Date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
Note (or one or more predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest installment which shall be
April 1 or October 1, as the case may be, prior to the relevant Interest Payment
Date.
2
Except as otherwise provided in the Indenture, this Note will be issued
in global form only registered in the name of The Depository Trust Company (the
"Depositary") or its nominee. This Note will not be issued in definitive form,
except as otherwise provided in the Indenture, and, while in global form,
ownership of this Note shall be maintained in book-entry form by the Depositary
for the accounts of participating organizations of the Depositary.
The principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made, at the option of the Company, by check mailed to the
registered Holder at such address as shall appear in the records of the Trustee
or by wire transfer to an account appropriately designated by the Holder
entitled thereto.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
in accordance with the Indenture referred to in Section 1 on the reverse hereof.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
3
IN WITNESS WHEREOF, the Company has caused this Note to be executed.
Dated: April 8, 2003
TOYS "R" US, INC.,
as Issuer
By:
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Attest:
By:
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4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
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Authorized Signatory
Dated: April 8, 2003
5
REVERSE OF NOTE
1. Indenture.
This Note is one of a duly authorized series of Securities of
the Company designated as the 7.875% Notes Due 2013 of the Company (herein
sometimes referred to as the "Notes"), issued pursuant to an Indenture dated as
of May 28, 2002 (the "Indenture"), between the Company and The Bank of New York,
as Trustee (the "Trustee", which term includes any successor trustee under the
Indenture), as amended and supplemented, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes. The Notes are one of an
indefinite number of series of debt securities of the Company (herein
collectively called the "Securities") issued or to be issued in one or more
series under the Indenture. The Notes are initially issued (subject to increase
as provided in the Indenture) in an aggregate principal amount of $400,000,000.
The terms, conditions and provisions of the Notes are those
stated in the Indenture, those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended, and those set forth in this Note. To
the extent that the terms, conditions and other provisions of this Note modify,
supplement or are inconsistent with those of the Indenture, then the terms,
conditions and other provisions of this Note shall govern.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Company may, without the consent of the holders, issue and
sell additional Securities ranking equally with the Notes and otherwise
identical in all respects (except for their date of issue, issue price and the
date from which interest payments thereon shall accrue) so that such additional
Securities shall be consolidated and form a single series with the Notes.
2. Ranking.
The Notes shall constitute the senior, unsubordinated and
unsecured debt obligations of the Company and shall rank equally in right of
payment with all other existing and future senior, unsubordinated and unsecured
obligations of the Company.
3. Form; Transfer.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any Paying Agent and the Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Registrar) for the purpose of
receiving payment of or on account of the principal hereof (and premium, if any)
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any Paying Agent nor any Registrar shall be affected by any
notice to the contrary.
4. Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund.
6
5. Optional Redemption.
The Company may redeem the Notes, in whole at any time and in
part from time to time, at its option, at a redemption price equal to the
greater of:
(1) 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest thereon to the date of redemption;
and
(2) the sum of the remaining scheduled payments of principal of and
interest on the principal amount of the Notes to be redeemed (not
including any portion of the payments of interest accrued as of
the date of redemption), discounted to its present value as of
the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury
Rate, as determined by the Quotation Agent, plus 50 basis points,
plus accrued and unpaid interest on the principal amount of the
Notes to be redeemed to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such date of redemption.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"Comparable Treasury Price" means, with respect to any date of
redemption, (1) the average of the Reference Treasury Dealer Quotations for such
date of redemption, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the trustee obtains fewer than three
Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations.
"Quotation Agent" means the Reference Treasury Dealer
appointed by us.
"Reference Treasury Dealer" means (1) each of Barclays Capital
Inc., Credit Suisse First Boston LLC and X.X. Xxxxxx Securities Inc., and its
respective successors, and one other nationally recognized investment banking
firm that is a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer") specified from time to time by the Company; provided,
however, if any of the foregoing shall cease to be a Primary Treasury Dealer,
the Company shall substitute therefor another Primary Treasury Dealer; and (2)
any other Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such date of redemption.
7
Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the date of redemption to each Holder of the Notes
to be redeemed. Unless the Company defaults in payment of the redemption price,
on and after the date of redemption, interest will cease to accrue on the Notes
or portions thereof called for redemption.
6. Default and Remedies.
In case an Event of Default (as defined in the Indenture)
shall have occurred and be continuing, the principal of all of the Notes may be
declared, and upon such declaration shall become, due and payable (or, in
certain circumstances shall become due and payable without any such
declaration), in the manner, with the effect and subject to the conditions
provided in the Indenture. The Indenture contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
outstanding Securities of each series at the time outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
7. Covenants.
The Notes are subject to the covenants set forth in the
Indenture. The Indenture imposes certain limitations on the ability of the
Company to, among other things, merge or consolidate with any other Person or
sell, assign, convey or transfer or otherwise dispose of assets substantially as
an entirety to another Person, and requires that the Company comply with certain
further covenants. All such covenants and limitations are subject to a number of
important qualifications and exceptions.
8. Amendment; Supplements.
Without the consent of any Holders of the Notes, the Company
and the Trustee may enter into one or more supplemental indentures supplementing
the Indenture, pursuant to Section 901 of the Indenture to, among other things,
add to the covenants of the Company for the benefits of the Holders of the
Notes, to add any additional Events of Default with respect to the Notes, cure
any ambiguity or defect, to correct or supplement any provision of the Indenture
which may be inconsistent with any other provision therein or herein, or to make
any other provisions or changes with respect to matters or questions arising
under the Indenture or this Note or make such other changes as are specified and
permitted under Section 901 of the Indenture. With respect to provisions of the
Notes and the Indenture other than those specified in the preceding sentence
pursuant to Section 901 of the Indenture, the Company and the Trustee may enter
into one or more supplemental indentures supplementing the Indenture, pursuant
to Section 902 of the Indenture, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of modifying in any manner the rights of the Holders of the Notes, but only with
the consent of the Holders of more than 50% in aggregate principal amount of the
Outstanding Securities, provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security, among
other things, (1) change the Maturity of the principal of or interest on the
Notes, or reduce the principal amount thereof or the rate of interest thereon,
if any, reduce the amount payable in accordance with the terms of the Notes upon
a declaration of acceleration of Maturity thereof, (2) reduce the percentage in
principal amount of the Outstanding Securities, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of the Indenture
or certain defaults hereunder and their consequences, or (3) modify other
provisions as set forth in the Indenture.
8
Upon the execution of any supplemental indenture under the
Indenture, the Indenture shall be modified in accordance therewith and such
supplemental indenture shall form a part of the Indenture for all purposes and
every Holder of Notes theretofore or thereafter authenticated and delivered
thereunder shall be bound thereby.
9. Defeasance.
Sections 401, 402, 403 and 404 of the Indenture, which relate
to defeasance of Securities, shall apply to the Notes.
10. Obligation Absolute and Unconditional.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Note at the time and place and at the rate and in the
money herein prescribed.
11. No Recourse.
No recourse shall be had for the payment of the principal of
(and premium, if any), or the interest, if any, on this Note, or for any claim
based thereon, or upon any obligation, covenant or agreement of the Indenture,
against any incorporator, stockholder, officer, employee or director, as such,
past, present or future, of the Company or of any predecessor or successor
Person, either directly or indirectly through the Company or any predecessor or
successor Person, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment of penalty or otherwise; it being
expressly agreed and understood that the Indenture and this Note are solely
corporate obligations, and that no personal liability whatever shall attach to,
or is incurred by, any incorporator, stockholder, officer, employee or director,
past, present or future, of the Company or of any predecessor or successor
Person, either directly or indirectly through the Company or any predecessor or
successor Person, because of the incurring of the indebtedness hereby authorized
or under or by reason of any of the obligations, covenants or agreements
contained in the Indenture and this Note, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly released and
waived as a condition of, and as part of the consideration for, the execution of
the Indenture and the issuance of this Note.
12. Separability.
In case any one or more of the provisions contained in the
Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then, to the extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provisions
of the Indenture or of the Notes, but the Indenture and the Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.
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13. Governing Law.
THE NOTES AND THE INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
14. Copies of Indenture.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Toys "R" Us, Inc.
000 Xxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: Secretary
15. Notices.
If the Company is required to give notice to the Holders of
the Notes pursuant to the terms of the Indenture, then it shall do so as set
forth in Section 106 of the Indenture.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.
Date: ____________________
Signature:
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Signature Guarantee:
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(Sign exactly as your name appears on the other side of this Note)
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
UNIF GIFT MIN ACT - Custodian
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(cust) (minor)
Under Uniform Gifts to Minors Act
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(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
Schedule A
(TO BE ATTACHED TO GLOBAL SECURITIES)
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
Stated Amount
Amount of Amount of of the Global
Decrease in Increase in Security
Stated Amount Stated Amount Following Such Signature of
of the Global of the Global Decrease or Authorizing
Date Security Security Increase Signatory
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