EX-4.6



 Exhibit 4.6 

AMAZON.COM, INC. 
 FORM OF
OFFICERS’ CERTIFICATE ESTABLISHING THE TERMS OF NOTES 
 [●], 2017 

We, [●] and [●], the [●] and the [●], respectively, of Amazon.com, Inc., a corporation organized under the laws of the
State of Delaware (the “Company”), do hereby certify in the name of and on behalf of the Company as follows: 
 1. The
Dealer Manager Agreement, dated November 20, 2017 (the “Dealer Manager Agreement”), between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Dealer Manager”), in the form executed by
Kurt H. Zumwalt and the transactions contemplated thereby are hereby approved and ratified in all respects. 
 2. The Prospectus of the
Company dated [●], 2017, and the offering of securities contemplated thereby, is hereby approved and ratified in all respects. 
 3.
Pursuant to the Trust Indenture Act of 1939, as amended, Section 2.1 of the Indenture, dated as of November 29, 2012 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as indenture trustee
(the “Trustee”) and this Officers’ Certificate establishing the terms of each series of Notes (as defined below) pursuant to Section 2.2 of the Indenture (the “Officers’ Certificate”), the undersigned
have read the provisions of the Indenture relating to the establishment of the series of securities to be authenticated and delivered thereunder, including Sections 2.1, 2.2, 2.3, 10.3, and 10.4 and the definitions related thereto, as well as such
other documents as they have deemed necessary or appropriate to certify as to the matters set forth herein. Capitalized terms used but not defined in this Officers’ Certificate are used as defined in the Indenture. 

4. The review of such provisions was undertaken in order to permit the undersigned to certify whether all conditions precedent (including any
covenants, compliance with which constitute conditions precedent) provided for in the Indenture, for the establishment of the Notes as one separate series of securities, the form and terms of which are set forth below, and the authentication and
delivery thereof have been complied with. 
 5. Accordingly, in the opinion of the undersigned, all conditions precedent under the Indenture
to the execution and authentication of the Securities and the delivery of the Securities have been complied with. 
 6. There is hereby
established the following series of securities of the Company for issuance under the Indenture as follows: 
  

	 	(a)	The title of such series of Securities shall be the “5.200% Notes due 2025” (the “Notes”). 









	 	(b)	The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall be $[●] (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8, 2.11, 3.6, and 9.6 of the Indenture). 

  

	 	(c)	The principal amount of the outstanding Notes shall be payable on December 3, 2025 (the “Stated Maturity”). 

  

	 	(d)	Interest on the Notes issued on the date hereof shall accrue from December 3, 2017. 

 The
Notes shall bear interest at the rate of 5.200% per annum. 
 Interest on the Notes shall be payable semi-annually in arrears each
June 3 and December 3 (each, an “Interest Payment Date”), beginning on June 3, 2018, to the Holders of record as of the close of business on each May 19 and November 19, as the case may be, next preceding
the relevant Interest Payment Date, except that the Company will pay interest at the Stated Maturity to the person or persons to whom principal is payable. 

Interest on the Notes will be paid on the basis of a 360-day year comprised of twelve 30-day months. 
 If any day on which interest is payable on the Notes is not a Business Day, the payment
of the interest payable on that date will be made on the next date that is a Business Day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date. 

The place or places where the principal of and interest on the Notes shall be payable, where they may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company may be served in respect of the Notes and the Indenture shall be the Corporate Trust Office of the Trustee, or at any other place as the Company may designate. 

 

	 	(e)	The Notes shall be redeemable, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be
redeemed and (2) the sum of the present values of the Remaining Scheduled Payments, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption (the “Redemption Date”); provided that if
the Company redeems any Notes on or after September 3, 2025 (three months prior to the Stated Maturity), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest
thereon to, but not including, the Redemption Date. 


  
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 In determining the present values of the Remaining Scheduled Payments, the Company will discount
such payments to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate
plus 45 basis points. 
 “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment
Banker as having an actual or interpolated 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 such Notes. 
 “Comparable Treasury Price” means, with
respect to any Redemption Date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains
fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. 

“Independent Investment Banker” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities LLC, and Morgan Stanley & Co. LLC or their respective successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company will
substitute another Primary Treasury Dealer. 
 “Primary Treasury Dealer” means a primary U.S. Government securities dealer
in New York City. 
 “Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities LLC, or Morgan Stanley & Co. LLC, and two other Primary Treasury Dealers selected by the Company, and each of their respective successors and any other Primary Treasury Dealers selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
arithmetic 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 Company by such Reference Treasury Dealer as of
3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

  
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 “Remaining Scheduled Payments” means, with respect to any Note to be redeemed,
the remaining scheduled payments of the principal of and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest
Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In determining this rate, the Company will assume a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
  

	 	(f)	The Notes shall be issuable in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. 

  

	 	(g)	The Notes shall be issued in the form of one or more Global Securities. 

  

	 	(h)	The Depositary shall be DTC. 

  

	 	(i)	The amount of payments of principal or interest shall not be determined with reference to an index, formula, or other similar method. 


 

	 	(j)	The provisions of Section 8.1 of the Indenture shall apply to the Notes, provided that, for purposes of Section 8.1(b)(iv) of the Indenture, the term “Holders” shall refer to the beneficial owners of
the Notes. 

  

	 	(k)	The Notes shall be Unrestricted Securities and shall be registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-4 under the
Securities Act of 1933, as amended. 

  

	 	(l)	The principal of and interest on the Notes shall be payable only in Dollars. 

  

	 	(m)	The Notes shall not be convertible into common stock of the Company. 

  

	 	(n)	The terms of the Notes shall include such other terms as set forth in the form of Note attached hereto as Exhibit A. 


  
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 IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the date first written
above. 
  

			
	AMAZON.COM, INC.
		
	By:    	 	  

		 	Name: 
		 	Title: 
		
	By:	 	 
		 	Name: 
		 	Title: 


 [Signature Page to Officers’ Certificate under the Indenture] 







 Exhibit A 

Form of Note 







 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF
THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
TRANSFER PROVISIONS OF THE INDENTURE. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 







 AMAZON.COM, INC. 

5.200% Notes due 2025 
  

					
	No.	  		  	CUSIP No.
		  		  	ISIN No.
		  		  	$            

 AMAZON.COM, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to
CEDE & CO. or registered assigns the principal sum of              ($        ) on December 3, 2025 (the “Stated
Maturity”). 
 Interest Payment Dates: June 3 and December 3 (each, an “Interest Payment Date”),
commencing on June 3, 2018. 
 Interest Record Dates: May 19 and November 19 (each, a “Regular Record
Date”). 
 Reference is made to the further provisions of this Note contained herein (the “Note”), which will for
all purposes have the same effect as if set forth at this place. 
 Signature Page Follows 

  
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 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	AMAZON.COM, INC.


 
			
		
	By:     	 	  



 
			
	Name:	 	
	Title:	 	


 [Signature Page to Global Note due 2025] 







 CERTIFICATE OF AUTHENTICATION 

This is one of the Notes of the series designated therein described in the within-mentioned Indenture. 

Dated:                    . 

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

	
	By:                                   
                                         
                              
	            Authorized Signatory


 [Signature Page to Global Note due 2025] 







 (REVERSE OF NOTE) 

AMAZON.COM, INC. 
 5.200% Notes due
2025 
  

	1.	Interest. 

 Amazon.com, 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 December 3, 2017. Interest on this
Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The Issuer will pay interest semiannually in arrears on each Interest
Payment Date, beginning on June 3, 2018. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the
next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the
date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. 

The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and at the same rate on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for payment. 

 

	2.	Paying Agent. 

 Initially, Wells Fargo Bank, National Association (the
“Trustee”) will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders. 
  

	3.	Indenture; Defined Terms. 

 This Note is one of the 5.200% Notes due 2025 (the
“Notes”) issued under the Indenture dated as of November 29, 2012 by and between the Issuer and the Trustee, as trustee (the “Indenture”) and the Officers’ Certificate dated as of [●], 2017
establishing the terms of the Notes pursuant to Section 2.2 of the Indenture (the “Officers’ Certificate”). This Note is a “Security” and the Notes are “Securities” under the Indenture.

 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 of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date on which
the Indenture was qualified under the TIA. 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 TIA for a statement of them. To the extent the terms of
the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. 
  

	4.	Denominations; Transfer; Exchange. 

 The Notes are in registered form, without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. Where the Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Notes, the Registrar shall register the transfer or make the exchange if the requirements for such transactions set forth in the Indenture are met. The Issuer may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith as permitted by the Indenture. Neither the Issuer nor the Registrar shall be required (a) to issue, register the transfer of, or exchange the Notes for the period beginning at
the opening of business fifteen days immediately preceding the delivery of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such delivery, or (b) to register the transfer of or
exchange the Notes selected, called, or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called, or being called for redemption in part. 

  
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	5.	Amendment; Modification; Waiver. 

 The Indenture and the Notes may be amended or supplemented,
and waivers may be obtained in accordance with the terms of the Indenture. 
 The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default with respect to the Notes. Those Holders may not, however, waive any Default or Event of Default in any payment on the Notes. 

Any amendment, supplement, or waiver to the Notes made with the consent of Holders of the Notes, shall be made with respect to the Notes only,
and not any other series of Securities. 
  

	6.	Optional Redemption. 

 The Notes shall be redeemable, in whole or in part, at any time and from
time to time, at the option of the Issuer, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments, plus, in each
case, accrued and unpaid interest thereon to, but not including, the date of redemption (the “Redemption Date”); provided that if the Issuer redeems any Notes on or after September 3, 2025 (three months prior to the stated
maturity date of the Notes), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

In determining the present values of the Remaining Scheduled Payments, the Issuer will discount such payments to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 45 basis points. 

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or
interpolated 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 such Notes. 
 “Comparable Treasury Price” means, with respect to any Redemption Date,
(1) the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Issuer obtains fewer than four Reference Treasury
Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. 
 “Independent
Investment Banker” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC or their respective successors as may be appointed from time to time by the Issuer;
provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Issuer will substitute another Primary Treasury Dealer. 

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City. 

“Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, or Morgan
Stanley & Co. LLC, and two other Primary Treasury Dealers selected by the Issuer, and each of their respective successors and any other Primary Treasury Dealers selected by the Issuer. 

  
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 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the arithmetic average, as determined by the Issuer, 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 Issuer by
such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal of
and premium, if any, and interest on such Note that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the
next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. 
 “Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the Comparable Treasury Issue. In
determining this rate, the Issuer will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

 

	7.	Defaults and Remedies. 

 If an Event of Default occurs and is continuing (other than an Event of
Default referred to in Section 6.1(e) or (f) of the Indenture), the Trustee or the Holders of at least 25% in principal amount of the Notes may require the Issuer to pay immediately the principal amount plus accrued and unpaid interest on
such Securities. If an Event of Default referred to in Section 6.1(e) or (f) of the Indenture occurs, the principal amount plus accrued and unpaid interest on such Series of Securities will become immediately due and payable without any
action on the part of the Trustee or any Holder. 
 The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in principal amount of the outstanding Notes to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes.

  

	8.	Authentication. 

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

	9.	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).
  

	10.	CUSIP Numbers. 

 Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP 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. 

  
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	11.	Governing Law. 

 The laws of the State of New York shall govern the Indenture and this Note
without regard to conflicts of laws principles thereof. 

  
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 ASSIGNMENT FORM 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

 
 (Name and address of Assignee,
including Zip code, must be printed or typewritten) 
  
  

 
  

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing 

 
  
  

 
 to transfer the said Note on the books of Amazon.com,
Inc. with full power of substitution in the premises. 
  

							
	Dated:	 	  
	  		 	  

		 		  		 	Signature
	  
	  		 	  

	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. 

  
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 SCHEDULE OF EXCHANGES OF NOTES 

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

 

									
	 Date of Exchange
	  	 Amount of decrease

in Principal Amount of
 this Global
Security
	  	 Amount of

increase
 in Principal

Amount of this
 Global
Security
	  	 Principal Amount of

this Global Security
 following
such
 decrease or increase
	  	 Signature of authorized
signatory of Trustee

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
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