Form of Note] (FACE OF NOTE)At&t Inc. • September 8th, 2016 • 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 SEPTEMBER 7, 2016. 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. $4,499,999,000 4.500% Notes Due 2048 $2,500,000,000 4.550% Notes Due 2049 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2016 • 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 II for new series of its senior notes due 2048 (the “New 2048 Notes”) or its senior notes due 2049 (the “New 2049 Notes”, and together with the New 2048 Notes, the “Initial Securities”), as set forth in the table on Schedule II, as set forth in the Offering Memorandum, dated August 5, 2016 (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 August 5, 2016, as amended by the Amendment to the Dealer Manager Agreement, dated as of August 11, 2016 (the “Manager Agreement”), among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as of May 15, 2013 (the “
