FACE OF NOTE)Registration Rights Agreement • December 18th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • New York
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG AT&T INC. AND THE DEALER MANAGERS NAMED THEREIN, DATED AS OF DECEMBER 17, 2012. AT&T INC. WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO ITS PRINCIPAL PLACE OF BUSINESS.
AT&T Inc. $1,956,149,000 4.30% Notes Due 2042 $3,043,850,000 4.35% Notes Due 2045 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2012 • At&t Inc. • Telephone communications (no radiotelephone) • New York
AT&T Inc., a Delaware corporation (the “Company”), has made an offer to (i) exchange the securities listed on Schedule C for new series of its senior notes due 2042 (the “New 2042 Notes”) or its senior notes due 2045 (the “New 2045 Notes”, and together with the New 2042 Notes, the “Initial Securities”), as set forth in the table on Schedule II, as set forth in the Offering Memorandum, dated November 15, 2012 (the “Offering Memorandum”), related thereto. The Initial Securities will be issued upon the terms set forth in the Offering Memorandum, for which the parties listed on Schedule I hereto have severally agreed to act as dealer managers (the “Dealer Managers”), pursuant to a dealer manager agreement, dated as of November 15, 2012 as amended by the Amendment to the Dealer Manager Agreement, dated as of November 16, 2012 (as so amended, the “Manager Agreement”), among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as o
