EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Indenture, dated as of May 8, 1998, between the registrant
and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 of the registrant's Quarterly
Report on Form 10-Q (File No. 000-22513) for the quarter
ended March 31, 1998).
4.2 Form of 10% Senior Discount Notes due 2008.
4.3 Registration Rights Agreement dated May 8, 1998, between the
registrant and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 4.3 of the
registrant's Quarterly Report on Form 10-Q (File No.
000-22513) for the quarter ended March 31, 1998).
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, as
to legality of the 10% Senior Discount Notes due 2008.
8.1 Opinion of Perkins Coie LLP, counsel to the registrant, as
to certain federal income tax matters.
12.1 Computation of ratio of earnings to fixed charges.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1).
23.3 Consent of Perkins Coie LLP (included in Exhibit 8.1).
24.1 Power of Attorney (contained on signature page).
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Brokers.
99.4 Form of Exchange Agent Agreement.
EXHIBIT 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.
AMAZON.COM, INC.
10% Senior Discount Note due 2008
[CUSIP] [CINS] __________
No. $__________
The following information is supplied for purposes of Sections 1273 and 1275 of the Internal Revenue Code:
Issue Date:
Yield to maturity for period from Issue Date to May 1, 2008: 10.0%, compounded semi-annually on May 1 and November 1, commencing May 1, 1998.
Original issue discount under Section 1273 of the Internal Revenue Code (for each $1,000 principal amount): $884.93
Issue Price (for each $1,000 principal amount): $615.07
AMAZON.COM, INC., a Delaware corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to __________, or its registered assigns, the principal sum of ($) on May 1, 2008.
Interest Payment Dates: May 1 and November 1, commencing November 1, 2003.
Regular Record Dates: April 15 and October 15.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.
AMAZON.COM, INC.
By:
Name:
Title:
By:
Name:
Title:
(Trustee's Certificate of Authentication)
This is one of the 10% Senior Discount Notes due 2008 described in the within-mentioned Indenture.
Date: ____________________
THE BANK OF NEW YORK,
as Trustee
By:
Authorized Signatory
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[REVERSE SIDE OF NOTE]
AMAZON.COM, INC.
10% Senior Discount Note due 2008
1. Principal and Interest.
The Company will pay the principal of this Note on May 1, 2008.
The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above.
Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing November 1, 2003; provided that no interest will accrue on the principal amount of this Note prior to May 1, 2003 and no interest will be paid on this Note prior to November 1, 2003.
From and after May 1, 2003, 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 1, 2003; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.
2. Method of Payment.
The Company shall pay interest (except defaulted interest) on the principal amount of the Notes as provided above on each May 1 and November 1 to the persons who are Holders (as reflected in the Note Register at the close of business on such April 15 and October 15 immediately preceding the Interest Payment Date), in each case, even if the Note is canceled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of principal, the Company shall make payment to the Holder that surrenders this Note to a Paying Agent on or after May 1, 2008.
The Company shall pay principal, premium, if any, and as provided above, interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any,
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and interest by its check payable in such money or by wire transfer of immediately available funds to the accounts of Holders which have provided wire transfer instructions to the Company. It may mail an interest check to a Holder's registered address (as reflected in the Note Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest will accrue for the intervening period.
3. Paying Agent and Registrar.
Initially, the Trustee shall act as authenticating agent, Paying Agent and Registrar. The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.
4. Indenture; Limitations.
The Company issued the Notes under an Indenture dated as of May 8, 1998 (the "Indenture"), between the Company and The Bank of New York (the "Trustee").
Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.
The Notes are general unsecured obligations of the Company.
5. Redemption.
The Notes shall be redeemable, at the Company's option, in whole or in part, at any time on or after May 1, 2003 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's last address as it appears in the Note Register, at the following Redemption Prices (expressed in percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is prior to the Redemption Date) if redeemed during the 12-month period commencing on May 1 of the applicable year set forth below: |
