EX-4.1



 Exhibit 4.1 

APPLE INC. 
 Officer’s
Certificate 
 Pursuant to Sections 102 and 301 of the Indenture dated as of April 29, 2013 (the
“Indenture”) by and between Apple Inc. (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the undersigned officer does hereby certify, in connection with
the issuance of (i) €1,250,000,000 aggregate principal amount of 0.875% Notes due 2025 (“2025 Notes”) and (ii)
€1,250,000,000 aggregate principal amount of 1.375% Notes due 2029 (“2029 Notes” and, together with the 2025 Notes, the “Notes”), that the terms of the
Notes are as follows: 
 Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture.

  

	 1.
	 2025 Notes 


  

			
	 Title:
	  	 0.875% Notes due 2025

		
	 Issuer:
	  	 Apple Inc.

		
	 Trustee, Registrar, Transfer Agent,

and Authenticating Agent
	  	 The Bank of New York Mellon Trust Company, N.A.

		
	 Paying Agent
	  	 The Bank of New York Mellon, London Branch

		
	 Aggregate Principal Amount at Maturity:
	  	 €1,250,000,000

		
	 Principal Payment Date:
	  	 May 24, 2025

		
	 Interest:
	  	 0.875% per annum

		
	 Date from which Interest will Accrue:
	  	 May 24, 2017

		
	 Interest Payment Date:
	  	 Annually on May 24, commencing on May 24, 2018

		
	 Optional Redemption:
	  	 Prior to February 24, 2025, the 2025 Notes will be redeemable, at any time in whole or from time to time in part, at Apple
Inc.’s option, at a redemption price calculated by Apple Inc. equal to the greater of:
  

(i) 100% of the principal amount of the 2025 Notes being redeemed; or










			
		  	 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming
that such notes matured on February 24, 2025) exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond
Rate (as defined in the 2025 Notes) plus 15 basis points,
  
 plus, in
each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.
  

On or after February 24, 2025, Apple Inc. may redeem the 2025 Notes, in whole or in part, at any time or from time to time prior to their maturity,
at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

		
	 Redemption for tax purposes:
	  	 If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after May 17, 2017, the Issuer becomes, or based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay additional amounts as described under
Section 8 of Exhibit A hereto with respect to the 2025 Notes, then the Issuer may at its option redeem, in whole, but not in part, the 2025 Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100%
of their principal amount, together with interest accrued but unpaid on the 2025 Notes to the date fixed for redemption.

		
	 Conversion:
	  	 None

		
	 Sinking Fund:
	  	 None

		
	 Denominations:
	  	 €100,000 and any integral multiple of
€1,000 in excess thereof.



  
 2 









			
	 Miscellaneous:
	  	 The terms of the 2025 Notes shall include such other terms as are set forth in the form of 2025 Notes attached hereto as Exhibit
A and in the Indenture. In addition, the global notes for the 2025 Notes shall include the following language: “To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.”

 
 “Depositary” means “EUROCLEAR/CLEARSTREAM”
(as defined in the 2025 Note)
  
 Solely with respect to the 2025
Notes, Section 305(2) of the Indenture shall be amended and restated as follows:
  

“Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified
as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (B) the Depositary ceases to be eligible under the
Indenture and the Company does not appoint a successor Depositary within 90 days (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (D) the Company so directs the Trustee by a Company
Order or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.”

		
		  	 Solely with respect to the 2025 Notes, the final sentence of Section 1304(1) of the Indenture shall be amended and restated as
follows:
  
 “As used herein, “U.S.
Government Obligation” means (x) any security that is (i) a direct obligation of the German government or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the German
government the payment of which is fully and unconditionally guaranteed by the German government or the central bank of the German government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect
thereof.”



  
 3 









	 2.
	 2029 Notes 


  

			
	 Title:
	  	 1.375% Notes due 2029

		
	 Issuer:
	  	 Apple Inc.

		
	 Trustee, Registrar, Transfer Agent

and Authenticating Agent
	  	 The Bank of New York Mellon Trust Company, N.A.

		
	 Paying Agent
	  	 The Bank of New York Mellon, London Branch

		
	 Aggregate Principal Amount at Maturity.
	  	 €1,250,000,000

		
	 Principal Payment Date:
	  	 May 24, 2029

		
	 Interest:
	  	 1.375% per annum

		
	 Date from which Interest will Accrue:
	  	 May 24, 2017

		
	 Interest Payment Date:
	  	 Annually on May 24, commencing on May 24, 2018

		
	 Optional Redemption:
	  	 Prior to February 24, 2029, the 2029 Notes will be redeemable, at any time in whole or from time to time in part, at Apple
Inc.’s option, at a redemption price calculated by Apple Inc. equal to the greater of:
  

(i) 100% of the principal amount of the 2029 Notes being redeemed; or

 
 (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the notes to be redeemed (assuming that such notes matured on February 24, 2029) exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on an annual basis
(ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined in the 2029 Notes) plus 20 basis points,



  
 4 









			
		  	 plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 
 On or after February 24, 2029, Apple Inc. may redeem the 2029
Notes, in whole or in part, at any time or from time to time prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the date
of redemption.

		
	 Redemption for tax purposes:
	  	 If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after May 17, 2017, the Issuer becomes, or based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay additional amounts as described under
Section 8 of Exhibit B hereto with respect to the 2029 Notes, then the Issuer may at its option redeem, in whole, but not in part, the 2029 Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100%
of their principal amount, together with interest accrued but unpaid on the 2029 Notes to the date fixed for redemption.

		
	 Conversion:
	  	 None

		
	 Sinking Fund:
	  	 None

		
	 Denominations:
	  	 €100,000 and any integral multiple of
€1,000 in excess thereof.

		
	 Miscellaneous:
	  	 The terms of the 2029 Notes shall include such other terms as are set forth in the form of 2029 Notes attached hereto as Exhibit
B and in the Indenture. In addition, the global notes for the 2029 Notes shall include the following language: “To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall
govern.”



  
 5 









			
		  	 “Depositary” means “EUROCLEAR/CLEARSTREAM” (as defined in the 2029 Note)

 
 Solely with respect to the 2029 Notes, Section 305(2) of the
Indenture shall be amended and restated as follows:
  

“Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified
as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (B) the Depositary ceases to be eligible under the
Indenture and the Company does not appoint a successor Depositary within 90 days (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (D) the Company so directs the Trustee by a Company
Order or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.”

		
		  	 Solely with respect to the 2029 Notes, the final sentence of Section 1304(1) of the Indenture shall be amended and restated as
follows:
  
 “As used herein, “U.S.
Government Obligation” means (x) any security that is (i) a direct obligation of the German government or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the German
government the payment of which is fully and unconditionally guaranteed by the German government or the central bank of the German government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect
thereof.”



  
 6 








 Subject to the covenants described in the Indenture, as amended or supplemented from time
to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Issuer and an Officer’s Certificate, to issue additional notes from time to time under each series of notes issued hereby. Any such additional
notes of a series shall have identical terms as the 2025 Notes and 2029 Notes, as the case may be, issued on the issue date, other than with respect to the date of issuance, the date interest begins to accrue, the first interest payment date, and
the issue price (together, the “Additional Notes”); provided that the Additional Notes shall have a separate ISIN number unless the Additional Notes are fungible with the Outstanding Notes for U.S. federal income tax purposes. Any
Additional Notes will be issued in accordance with Section 301 of the Indenture. 
 The officer has read and understands the
provisions of the Indenture and the definitions relating thereto. The statements made in this Officer’s Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Issuer. In such
officer’s opinion, they have made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance,
authentication and delivery of the Notes have been complied with. In such officer’s opinion, such covenants and conditions have been complied with. 

  
 7 








 IN WITNESS WHEREOF, the undersigned officer of the Issuer has duly executed this
certificate as of May 24, 2017. 
  

			
	 APPLE INC.

		
	 By:
	 	 /s/ Gary Wipfler

		 	 Name: Gary Wipfler

		 	 Title: Vice President and Corporate Treasurer



 [Signature Page to Officer’s Certificate Pursuant to the Indenture] 







 EXHIBIT A 

FORM OF NOTE DUE 2025 
 THIS NOTE IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG (“CLEARSTREAM, LUXEMBOURG” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN. 







 APPLE INC. 

0.875% Note due 2025 
  

			
	 No. 1
	  	COMMON CODE No.: 161931217
		  	ISIN No.: XS1619312173
		
		  	€1,250,000,000

 APPLE INC., a California corporation (the “Issuer”), for value received promises to pay
to The Bank of New York Depository (Nominees) Limited or registered assigns the principal sum of 1,250,000,000 EUROS on May 24, 2025. 

Interest Payment Date: Annually on May 24, beginning on May 24, 2018, and on the principal payment date (each, an
“Interest Payment Date”). 
 Interest Record Date: Each May 10 preceding the relevant Interest Payment Date
(each, an “Interest Record Date”). 
 Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place. 







 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile
by its duly authorized officer. 
  

			
	 APPLE INC.

		
	 By:
	 	  

		 	 Name:

		 	 Title:










 This is one of the Securities of the series designated therein and referred to in the
within-mentioned Indenture. 
 Dated: May 24, 2017 
  

			
	 The Bank of New York Mellon Trust Company, N.A., as Trustee

		
	 By:
	 	  

		 	 Authorized Signatory










 (REVERSE OF NOTE) 

APPLE INC. 
 0.875% Note due 2025 

 

	 	 1.
	 Interest 



Apple Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from May 24, 2017. Interest on this Note will be paid to but excluding the relevant Interest Payment
Date. The Issuer will pay interest annually in arrears on each Interest Payment Date, commencing May 24, 2018. Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the
actual number of days from and including the last date on which interest was paid on the Notes (or May 24, 2017 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is
referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. 
 The Issuer shall
pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

 

	 	 2.
	 Paying Agent and Registrar. 



Initially, The Bank of New York Mellon, London Branch, (the “Paying Agent”) will act as paying agent. The Bank of New
York Mellon Trust Company, N.A. (the “Trustee”) will initially act as security registrar for the Notes. The Issuer may change any paying agent or security registrar upon notice to the Trustee. 

 

	 	 3.
	 Indenture; Defined Terms. 



This Note is one of the 0.875% Notes due 2025 (the “Notes”) issued under an indenture dated as of April 29, 2013
(the “Base Indenture”) by and between the Issuer and the Trustee, as trustee, as supplemented by an Officer’s Certificate dated May 24, 2017, issued pursuant to Section 301 of the Indenture (together with the Base
Indenture, the “Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 

“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking
institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or
any successor thereto, is open. 
 For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as
defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the date on which the Indenture was qualified under the Trust
Indenture Act. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. 








	 	 4.
	 Payment on the Notes 



All payments of principal of, the redemption price (if any), and interest and additional amounts (as provided in Section 8 hereof,
if any), on the Notes, will be payable in euro, provided, that if on or after May 17, 2017, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro
is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all
payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve
Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate
published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture.
Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. 
  

	 	 5.
	 Denominations; Transfer; Exchange. 



The Notes are in registered form, without coupons, in denominations of €100,000
and any integral multiple of €1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the
transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part
except the unredeemed portion of any Note being redeemed in part. 
  

	 	 6.
	 Amendment; Supplement; Waiver. 



Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of each series of Outstanding Securities (including the Notes)
under the Indenture that is affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure
any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, or make any other change that does not adversely affect the rights of any
Holder of a Note. 








	 	 7.
	 Optional Redemption. 



Prior to February 24, 2025, the Issuer may, at its option, redeem the Notes in whole or in part at any time, at a redemption price
calculated by the Issuer equal to the greater of: 
 (A)    100% of the principal amount of the Notes to be
redeemed; and 
 (B)    the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed (assuming such Notes matured on February 24, 2025), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at
the applicable Comparable Government Bond Rate (as defined below), plus 15 basis points, 
 plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption. 
 On or after February 24, 2025, the Issuer may, at its option,
redeem the Notes in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but
excluding, the date of redemption. 
 Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the Interest Record Date according to the Notes and the Indenture. 

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Issuer, a German government bond whose maturity is closest to February 24, 2025, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such
other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government
Bond Rate. 
 “Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield
on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by
the Issuer. 
 The provisions of Article XI of the Indenture shall apply to any redemption of the Notes. 

Unless the Issuer defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on
the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the applicable depository procedures, in the case of Notes represented by a Global Note, or by lot,
in the case of Notes that are not represented by a Global Note; provided, however, that no Notes of a principal amount of €100,000 or less shall be redeemed in part. 








	 	 8.
	 Payment of Additional Amounts 



All payments of principal and interest in respect of the Notes will be made free and clear of, and without deduction or withholding for
or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in the United
States, unless such withholding or deduction is required by law. 
 In the event any withholding or deduction on payments in respect
of the Notes for or on account of any present or future tax, assessment or other governmental charge is required to be deducted or withheld by the United States or any taxing authority thereof or therein, the Issuer will pay such additional amounts
on the Notes as will result in receipt by each beneficial owner of a Note that is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional amounts) as would have been received by such
beneficial owner had no such withholding or deduction been required. The Issuer will not be required, however, to make any payment of additional amounts for or on account of: 
  


	 	 A.
	 any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any
present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Note),
or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner (if that Holder or beneficial owner is an estate, trust, partnership or corporation) and the United States,
including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade
or business or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a Note for payment on a date more than 30 days after the later of the date on which that payment becomes due and
payable and the date on which payment is duly provided for; 


  

	 	 B.
	 any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax,
assessment or other governmental charge; 


  

	 	 C.
	 any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of the
beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that
accumulates earnings to avoid U.S. federal income tax; 


  

	 	 D.
	 any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from
payment of principal or premium, if any, or interest on such Notes; 










	 	 E.
	 any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of
principal or premium, if any, or interest on any Note if that payment can be made without withholding by any other paying agent; 


  

	 	 F.
	 any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial
owner or any Holder of Notes to comply with the Issuer’s request or a request of the Issuer’s agent to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or
connections with the United States of the beneficial owner or any Holder of the Notes that such beneficial owner or Holder is legally able to deliver (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and
including, without limitation, any documentation requirement under an applicable income tax treaty); 


  

	 	 G.
	 any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined
in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Issuer or (2) a controlled foreign corporation that is related to the
Issuer within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the
beneficial owner’s status as described in clauses (1) through (3) of this paragraph (G); 


  

	 	 H.
	 any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of
the Code (or any amended or successor version of such Sections) (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law,
regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or 


  

	 	 I.
	 any combination of items (A), (B), (C), (D), (E), (F), (G) and (H); 



nor will the Issuer pay any additional amounts to any beneficial owner or Holder of Notes who is a fiduciary or partnership to the extent that a
beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner
been the beneficial owner of those Notes. 
 As used in this Section 8, “U.S. Person” means any individual who
is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia
(other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. 








	 	 9.
	 Redemption for Tax Reasons 



If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after May 17, 2017, the Issuer becomes, or based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay additional amounts as described under
Section 8 hereof with respect to the Notes, then the Issuer may at its option redeem, in whole, but not in part, the Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid on the Notes to the date fixed for redemption. 
  

	 	 10.
	 Defaults and Remedies. 



If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes
together with all accrued and unpaid interest and premium, if any, will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default
if it determines that withholding notice is not opposed to their interest. 
  

	 	 11.
	 Authentication. 



This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

 

	 	 12.
	 Abbreviations and Defined Terms. 



Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 








	 	 13.
	 Common Code/ISIN Numbers. 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused Common
Code/ISIN numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers
printed hereon. 
  

	 	 14.
	 Governing Law. 



The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or
we assign and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint
                                         
            agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

 
  

							
	 Date:
	 	 	  	         Your Signature:
	  	 

  
  

Sign exactly as your name appears on the other side of this Note. 
  

					
		 		 	 Signature



Signature Guarantee: 
  

					
	 Signature must be guaranteed
	 		 	 Signature


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 







 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for physical Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	 	 Amount of decrease in
principal amount of this
Global
Note
	 	 Amount of increase in
principal amount of this
Global
Note
	  	
Principal amount of this
Global Note following such
decrease (or increase)
	  	 Signature of authorized
officer of
Trustee









 EXHIBIT B 

FORM OF NOTE DUE 2029 
 THIS NOTE IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND
CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG (“CLEARSTREAM, LUXEMBOURG” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN. 







 APPLE INC. 

1.375% Note due 2029 
  

			
	 No. 1
	  	COMMON CODE No.: 161931268
		  	ISIN No.: XS1619312686
		
		  	€1,250,000,000

 APPLE INC., a California corporation (the “Issuer”), for value received promises to pay
to The Bank of New York Depository (Nominees) Limited or registered assigns the principal sum of 1,250,000,000 EUROS on May 24, 2029. 

Interest Payment Date: Annually on May 24, beginning on May 24, 2018 and on the principal payment date (each, an
“Interest Payment Date”). 
 Interest Record Date: Each May 10 preceding the relevant Interest Payment Date
(each, an “Interest Record Date”). 
 Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place. 







 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile
by its duly authorized officer. 
  

			
	 APPLE INC.

		
	 By:
	 	  

		 	 Name:

		 	 Title:










 This is one of the Securities of the series designated therein and referred to in the
within-mentioned Indenture. 
 Dated: May 24, 2017 
  

			
	 The Bank of New York Mellon Trust Company, N.A., as Trustee

		
	 By:
	 	  

		 	 Authorized Signatory










 (REVERSE OF NOTE) 

APPLE INC. 
 1.375% Note due 2029 

 

	 	 1.
	 Interest 



Apple Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from May 24, 2017. Interest on this Note will be paid to but excluding the relevant Interest Payment
Date. The Issuer will pay interest annually in arrears on each Interest Payment Date, commencing May 24, 2018. Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the
actual number of days from and including the last date on which interest was paid on the Notes (or May 24, 2017 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is
referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. 
 The Issuer shall
pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

 

	 	 2.
	 Paying Agent and Registrar. 



Initially, The Bank of New York Mellon, London Branch, (the “Paying Agent”) will act as paying agent. The Bank of New
York Mellon Trust Company, N.A. (the “Trustee”) will initially act as security registrar for the Notes. The Issuer may change any paying agent or security registrar upon notice to the Trustee. 

 

	 	 3.
	 Indenture; Defined Terms. 



This Note is one of the 1.375% Notes due 2029 (the “Notes”) issued under an indenture dated as of April 29, 2013
(the “Base Indenture”) by and between the Issuer and the Trustee, as trustee, as supplemented by an Officer’s Certificate dated May 24, 2017, issued pursuant to Section 301 of the Indenture (together with the Base
Indenture, the “Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 

“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking
institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or
any successor thereto, is open. 
 For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as
defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the date on which the Indenture was qualified under the Trust
Indenture Act. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. 








	 	 4.
	 Payment on the Notes 



All payments of principal of, the redemption price (if any), and interest and additional amounts (as provided in Section 8 hereof,
if any), on the Notes, will be payable in euro, provided, that if on or after May 17, 2017, the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro
is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all
payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve
Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate
published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture.
Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. 
  

	 	 5.
	 Denominations; Transfer; Exchange. 



The Notes are in registered form, without coupons, in denominations of €100,000
and any integral multiple of €1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the
transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part
except the unredeemed portion of any Note being redeemed in part. 
  

	 	 6.
	 Amendment; Supplement; Waiver. 



Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and
any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of each series of Outstanding Securities (including the Notes)
under the Indenture that is affected by such amendment, supplement or waiver (voting as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure
any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, or make any other change that does not adversely affect the rights of any
Holder of a Note. 








	 	 7.
	 Optional Redemption. 



Prior to February 24, 2029, the Issuer may, at its option, redeem the Notes in whole or in part at any time, at a redemption price
calculated by the Issuer equal to the greater of: 
 (A)    100% of the principal amount of the Notes to be
redeemed; and 
 (B)    the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed (assuming such Notes matured on February 24, 2029), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at
the applicable Comparable Government Bond Rate (as defined below), plus 20 basis points, 
 plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption. 
 On or after February 24, 2029, the Issuer may, at its option,
redeem the Notes in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but
excluding, the date of redemption. 
 Notwithstanding the foregoing, installments of interest on Notes that are due and payable on
Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the Interest Record Date according to the Notes and the Indenture. 

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Issuer, a German government bond whose maturity is closest to February 24, 2029, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such
other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government
Bond Rate. 
 “Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield
on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by
the Issuer. 
 The provisions of Article XI of the Indenture shall apply to any redemption of the Notes. 

Unless the Issuer defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on
the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the applicable depository procedures, in the case of Notes represented by a Global Note, or by lot,
in the case of Notes that are not represented by a Global Note; provided, however, that no Notes of a principal amount of €100,000 or less shall be redeemed in part. 








	 	 8.
	 Payment of Additional Amounts 



All payments of principal and interest in respect of the Notes will be made free and clear of, and without deduction or withholding for
or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in the United
States, unless such withholding or deduction is required by law. 
 In the event any withholding or deduction on payments in respect
of the Notes for or on account of any present or future tax, assessment or other governmental charge is required to be deducted or withheld by the United States or any taxing authority thereof or therein, the Issuer will pay such additional amounts
on the Notes as will result in receipt by each beneficial owner of a Note that is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional amounts) as would have been received by such
beneficial owner had no such withholding or deduction been required. The Issuer will not be required, however, to make any payment of additional amounts for or on account of: 
  


	 	 A.
	 any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any
present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Note),
or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner (if that Holder or beneficial owner is an estate, trust, partnership or corporation) and the United States,
including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade
or business or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a Note for payment on a date more than 30 days after the later of the date on which that payment becomes due and
payable and the date on which payment is duly provided for; 


  

	 	 B.
	 any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax,
assessment or other governmental charge; 


  

	 	 C.
	 any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of the
beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or as a corporation that
accumulates earnings to avoid U.S. federal income tax; 


  

	 	 D.
	 any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from
payment of principal or premium, if any, or interest on such Notes; 










	 	 E.
	 any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of
principal or premium, if any, or interest on any Note if that payment can be made without withholding by any other paying agent; 


  

	 	 F.
	 any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial
owner or any Holder of Notes to comply with the Issuer’s request or a request of the Issuer’s agent to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or
connections with the United States of the beneficial owner or any Holder of the Notes that such beneficial owner or Holder is legally able to deliver (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and
including, without limitation, any documentation requirement under an applicable income tax treaty); 


  

	 	 G.
	 any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined
in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Issuer or (2) a controlled foreign corporation that is related to the
Issuer within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the
beneficial owner’s status as described in clauses (1) through (3) of this paragraph (G); 


  

	 	 H.
	 any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of
the Code (or any amended or successor version of such Sections) (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law,
regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or 


  

	 	 I.
	 any combination of items (A), (B), (C), (D), (E), (F), (G) and (H); 



nor will the Issuer pay any additional amounts to any beneficial owner or Holder of Notes who is a fiduciary or partnership to the extent that a
beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner
been the beneficial owner of those Notes. 
 As used in this Section 8, “U.S. Person” means any individual who
is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia
(other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. 








	 	 9.
	 Redemption for Tax Reasons 



If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after May 17, 2017, the Issuer becomes, or based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay additional amounts as described under
Section 8 hereof with respect to the Notes, then the Issuer may at its option redeem, in whole, but not in part, the Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid on the Notes to the date fixed for redemption. 
  

	 	 10.
	 Defaults and Remedies. 



If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with
respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal
amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes
together with all accrued and unpaid interest and premium, if any, will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default
if it determines that withholding notice is not opposed to their interest. 
  

	 	 11.
	 Authentication. 



This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

 

	 	 12.
	 Abbreviations and Defined Terms. 



Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 








	 	 13.
	 Common Code/ISIN Numbers. 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused Common
Code/ISIN numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers
printed hereon. 
  

	 	 14.
	 Governing Law. 



The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or
we assign and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint
                                         
            agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

 
  

							
	 Date:
	 	 	  	         Your Signature:
	  	 

  
  

Sign exactly as your name appears on the other side of this Note. 
  

					
		 		 	 Signature



Signature Guarantee: 
  

					
	 Signature must be guaranteed
	 		 	 Signature


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 







 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for physical Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	 	 Amount of decrease in
principal amount of this
Global
Note
	 	 Amount of increase in
principal amount of this
Global
Note
	  	
Principal amount of this
Global Note following such
decrease (or increase)
	  	 Signature of authorized
officer of
Trustee