Toys "R" Us, Inc. $400,000,000 7.875% Notes Due 2013 Terms Agreement with Underwriters

Summary

Toys "R" Us, Inc. has entered into an agreement with several underwriters, including Barclays Capital Inc., Credit Suisse First Boston LLC, and J.P. Morgan Securities Inc., to issue and sell $400 million in senior unsecured notes due in 2013. The notes carry a 7.875% annual interest rate, with interest paid semiannually. The agreement outlines the purchase price, redemption terms, and other key conditions for the offering. The underwriters agree to purchase the notes at a specified price, and the company may redeem the notes under certain conditions before maturity.

EX-1.1B 4 b324135_ex1-1b.txt TERMS AGREEMENT EXHIBIT 1.1(b) TOYS "R" US, INC. $400,000,000 7.875% Notes Due 2013 TERMS AGREEMENT April 2, 2003 To: Toys "R" Us, Inc. 461 From Road Paramus, New Jersey 07652 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 senior debt securities (the "Underwritten 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 Underwritten 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 April 2, 2003 among the parties hereto are incorporated by reference herein. Principal Amount of Underwriter Underwritten Securities - -------------------------------------------------------------------------------- Barclays Capital Inc. $120,000,000 Credit Suisse First Boston LLC 120,000,000 J.P. Morgan Securities Inc. 120,000,000 BNY Capital Markets, Inc. 20,000,000 Banc One Capital Markets, Inc. 4,000,000 The Royal Bank of Scotland plc 4,000,000 Salomon Smith Barney Inc. 4,000,000 SG Cowen Securities Corporation 4,000,000 Wachovia Securities, Inc. 4,000,000 ------------ Total $400,000,000 ============ The Underwritten Securities shall have the following terms: Title: 7.875% Notes Due 2013 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: 7.875% per annum (interest accrues from April 8, 2003) Interest payment dates: April 15 and October 15 of each year, commencing on October 15, 2003 Regular record dates: April 1 and October 1 of each year Stated maturity date: April 15, 2013 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 Underwritten Securities dated April 2, 2003 under the caption "Description of the Notes - Optional Redemption." Sinking fund requirements: None Conversion provisions: None Listing requirements: None Ratings: Baa3/BBB- Clear-market provision: None Type of offering: Fixed price offering 2 Initial public offering price per Security: 98.305% of the principal amount, plus accrued interest, if any, from April 8, 2003 Purchase price per Security payable by Underwriters: 97.555% of the principal amount, plus accrued interest, if any, from April 8, 2003 Closing Date and location: April 8, 2003, at 10:00 a.m. in the offices of Shearman & Sterling located at 599 Lexington Avenue, New York, New York 10022. Other terms and conditions: None 3 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, BARCLAYS CAPITAL INC. By: /s/ Pamela Kendall ---------------------------- Authorized Signatory CREDIT SUISSE FIRST BOSTON LLC By: /s/ Andrew R. Taussig ---------------------------- Authorized Signatory J.P. MORGAN SECURITIES INC. By: /s/ Maria Sramek ---------------------------- Authorized Signatory 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