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.
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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
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Barclays Capital Inc. $120,000,000
Credit Suisse First Boston LLC 120,000,000
▇.▇. ▇▇▇▇▇▇ 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
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. 4,000,000
▇▇ ▇▇▇▇▇ Securities Corporation 4,000,000
Wachovia Securities, Inc. 4,000,000
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Total $400,000,000
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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 ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Authorized Signatory
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Signatory
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Authorized Signatory
Acting on behalf of themselves
and as the Representatives of the
several Underwriters.
Accepted:
TOYS "R" US, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
