LETTER AMENDMENT

LETTER AMENDMENT

Dated as of February 10, 2017

To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") party to the Term Loan Credit Agreement referred to below and to JPMorgan Chase Bank, N.A., as agent (the "Agent") for the Lenders

Ladies and Gentlemen:

We refer to the $30,000,000,000 Term Loan Credit Agreement dated as of October 22, 2016 and amended and restated as of November 15, 2016 (the "Credit Agreement") among AT&T Inc. (the "Borrower"), the Lenders and the Agent.  Capitalized terms not otherwise defined in this letter amendment (this "Letter Amendment") have the same meanings as specified in the Credit Agreement.

You have indicated your willingness, on the terms and conditions stated below, to amend the Credit Agreement as herein set forth.  Accordingly, it is hereby agreed by you and us as follows:

1.  Amendments.  The Credit Agreement is hereby amended by amending and restating the definition of "Excluded Debt" in its entirety as follows:

"Excluded Debt" means (a) intercompany Debt among the Borrower and its Subsidiaries or among Subsidiaries of the Borrower, (b) credit extensions under the Existing Credit Agreement (or any revolving facility entered into to refinance or replace the Existing Credit Agreement) up to the existing commitments thereunder, (c) commercial paper issuances and refinancings thereof, (d) ordinary course letter of credit facilities, overdraft protection and short term working capital facilities, ordinary course foreign credit facilities (including the renewal, replacement or refinancing thereof), factoring arrangements, capital leases, financial leases, hedging and cash management, (e) purchase money and equipment financings and similar obligations, (f) (i) any Debt under any credit facility or similar instrument (other than capital markets Debt) ("Bank Debt") incurred to refinance any Bank Debt outstanding on the date hereof (or Bank Debt that was incurred to refinance such Bank Debt), together in each case with accrued and unpaid interest and any expenses, costs, premiums or other amounts payable in connection with such refinancings and (ii) the notes to be issued by the Borrower pursuant to the terms of the prospectus supplement of the Borrower dated January 31, 2017 as in effect on such date, (g) any Debt incurred in connection with a financing based on accounts receivable (including any Receivables Securitization) and (h) other Debt (excluding any Permanent Financing) in an aggregate principal amount up to $10,000,000,000.

2.  Effectiveness.  This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and the Required Lenders.  This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

3.  Representations of the Borrower.   The Borrower represents and warrants that after giving effect to this Letter Amendment, on and as of the date hereof, (i) the representations and warranties of the Borrower set forth in Article IV of the Credit Agreement are true and (ii) no Default has occurred and is continuing.

4.  Effect of Letter Amendment; Miscellaneous.  The Credit Agreement and the Notes, except to the extent of the amendments specifically provided in Section 1 above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier or electronic communication shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature Pages Follow]

Very truly yours,

AT&T INC.

By /s/ Xxxxxx X. Xxxxx Name:  Xxxxxx X. Xxxxx Title:    Senior Vice President and Treasurer

Agreed as of the date first above written:

JPMORGAN CHASE BANK, N.A., as Agent and as Lender

By /s/ Xxxxx X. Xxxxxx Name:  Xxxxx X. Xxxxxx Title:    Executive Director

BANK OF AMERICA, N.A., as a Lender

By /s/ Xxxx Xxxxxxx Name:  Xxxx Xxxxxxx Title:    Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By /s/ Xxx Xxxxxxxxx Name:  Xxx Xxxxxxxxx Title:    Director

BARCLAYS BANK PLC, as a Lender

By /s/ Xxxxxxx Xxxxxxxxxx Name:  Xxxxxxx Xxxxxxxxxx Title:    Vice President

MIZUHO BANK, LTD., as a Lender

By /s/ Xxxxxx Xxxxxxx Name:  Xxxxxx Xxxxxxx Title:    Authorized Signatory

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender

By /s/ Xxxxxxxx Xxxxxxx Name:  Xxxxxxxx Xxxxxxx Title:    Director

By /s/ Xxxxx Xxxxxxx Name:  Xxxxx Xxxxxxx Title:    Managing Director

BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender

By /s/ Xxxx Xxxx-Xxxxxxxx Name:  Xxxx Xxxx-Xxxxxxxx Title:    Executive Director

By /s/ Xxxxxxx Xxxxxxxx Name:  Xxxxxxx Xxxxxxxx Title:    Senior Vice President

BANK OF CHINA, NEW YORK BRANCH, as a Lender

By /s/ Xxxxxxx Xxxx Name:  Xxxxxxx Xxxx Title:    Managing Director

BNP PARIBAS, as a Lender

By /s/ Xxxxxxx Xxxx Name:  Xxxxxxx Xxxx Title:    Director

By /s/ Xxxxx Kyun Xxxx Name:  Xxxxx Kyun Xxxx Title:    Vice President

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

By /s/ Xxx Xxxx Name:  Xxx Xxxx Title:    Head of TMT Coverage

By /s/ Xxxx Xxxxxx Name:  Xxxx Xxxxxx Title:    TMT Coverage

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By /s/ Xxxxxxx X'Xxxx Name:  Xxxxxxx X'Xxxx Title:    Authorized Signatory

By /s/ Xxxxx Xxxxxxxx Name:  Xxxxx Xxxxxxxx Title:    Authorized Signatory

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as a Lender

By /s/ Xxxx X. Xxx Name:  Xxxx X. Xxx Title:    Director

By /s/ Xxxxxxxx Xxxxxxx Name:  Xxxxxxxx Xxxxxxx Title:    Vice President

XXXXXXX SACHS BANK USA, as a Lender

By /s/ Xxxxx Xxxxxxx Name:  Xxxxx Xxxxxxx Title:    Authorized Signatory

ROYAL BANK OF CANADA, as a Lender

By /s/ Xxxxxxxxx Xxxxxx Name:  Xxxxxxxxx Xxxxxx Title:    Authorized Signatory

SOCIETE GENERALE, as a Lender

By /s/ Xxxxxxxx Xxxxx Name:  Xxxxxxxx Xxxxx Title:    Director

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender

By /s/ Xxxxxxx Xxxxxx Name:  Xxxxxxx Xxxxxx Title:    Authorized Signatory

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By /s/ S. Xxxxxxx St. Geme Name:  S. Xxxxxxx St. Geme Title:    Managing Director

THE BANK OF NEW YORK MELLON, as a Lender

By /s/ Xxxxxxx X. Xxxxxxxx Name:  Xxxxxxx X. Xxxxxxxx Title:    Vice President

INTESA SANPAOLO S.p.A. NEW YORK BRANCH, as a Lender

By /s/ Xxxx Xxxxxx Name:  Xxxx Xxxxxx Title:    Global Relationship Manager

By /s/ Francesco Di Mario Name:  Francesco Di Mario Title:    FVP & Head of Credit

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By /s/ Xxxx Xxxxxxx Name:  Xxxx Xxxxxxx Title:    Vice President