EX-4: FORM OF 7.375% NOTE



 




Exhibit 4.1




Form of 7.375% Note Due 2018



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. 892335AL4	 	 
	ISIN No. US892335AL43	 	
R-
	 	 	 
	$400,000,000	 	 




TOYS “R” US, INC.




7.375% NOTE DUE 2018



     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 October 15, 2018 (such
date is hereinafter referred to as the “Maturity”), and to pay interest on said
principal sum from September 22, 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 April 15, 2004, at the rate of 7.375% 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







 



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 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.



     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.








 



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     IN WITNESS WHEREOF, the Company has caused this Note to be executed.




	 	 	 	 	 	 	 	 	 
	Dated:  September 22, 2003	 	 	 	 	 	 
	 	 	 	 	TOYS “R” US, INC.,
	 	 	 	 	 	 	as Issuer	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	

Name:  	 
	 	 	 	 	 	 	Title:  

	 	 
	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	

	 	 	 	 	 	 
	 	 	
Name:  	 	 	 	 	 	 
	 	 	
Title:    	 	 	 	 








 



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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
	 	

Authorized Signatory
	 	 
	 	 	 	 	 	 	 
	Dated:  September 22, 2003	 	 	 	 	 	 








 



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REVERSE OF NOTE



          1. Indenture.



          This Note is one of a duly authorized series of Securities of the Company
designated as the 7.375% Notes Due 2018 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.








 



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          4. Sinking Fund.



          The Notes are not entitled to the benefit of any sinking fund.



          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 Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., and its respective successors, and two
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.








 



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          "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.



          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






 



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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.



          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






 



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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.



          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.

One Geoffrey Way

Wayne, New Jersey 07470

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:

 
















(Insert assignee’s social security or tax identification number)

 























(Insert address and zip code of assignee)



and irrevocably appoints

 
























agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.




	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	 	 	 	 	 
	 	 	

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Signature:	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Signature Guarantee:	 	 	 	 
	 	 	 	 	 	 	

	 	 



(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
	 	 	 
	 	 	


	 	 	
(cust) 	
(minor)
	 	 	 
	 	 	
Under Uniform Gifts to Minors Act
	 	 	 
	 	 	


	 	 	
(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 of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	the Global Security	 	 	 	 
	 	 	Amount of Decrease	 	Amount of Increase	 	Following Such	 	Signature of
	 	 	in Stated Amount of	 	in Stated Amount of	 	Decrease or	 	Authorizing
	Date	 	the Global Security	 	the Global Security	 	Increase	 	Signatory