ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 3, 2023, Amazon.com, Inc. (the "Company"), Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto entered into a credit agreement (the "Term Loan Agreement"). The Term Loan Agreement provides the Company with an unsecured $8.0 billion term loan (the "Term Loan") that will mature in 364 days, but may be extended for an additional period of 364 days.

The initial interest rate applicable to the Term Loan is the Secured Overnight Financing Rate plus 0.75%. If the Company exercises its option to extend the Term Loan's maturity for an additional 364 days, the interest rate spread will increase from 0.75% to 1.05%.

Upon funding, proceeds of the Term Loan will be used for general corporate purposes.

The Term Loan Agreement contains customary representations and warranties, covenants, and events of default, but does not contain financial covenants. Upon an event of default that is not cured within applicable grace periods or waived, any unpaid amounts under the Term Loan may be declared immediately due and payable and the commitments may be terminated.

The financial institutions party to the Term Loan Agreement and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

The foregoing description of the Term Loan Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN


           OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.

Exhibit
Number                                    Description

 10.1          Term Loan Agreement, dated as of January 3, 2023, among Amazon.com,
             Inc., Toronto Dominion (Texas) LLC, as administrative agent, and the
             other lenders party thereto.

  104        The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL (included as Exhibit 101).



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