Exhibit 1.1
AT&T INC.
Floating Rate Notes due 2010
Purchase Agreement
As of
March 27, 2008
Redacted
Ladies
and Gentlemen:
AT&T
Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the “ Company ”),
proposes to issue and sell to you (the “ Initial
Purchaser ”), at a purchase price of 99.90625%,
$2,000,000,000 aggregate principal amount of the Company’s
Floating Rate Notes due 2010 (the “ Notes ”).
Certain terms used herein are defined in Section 16
hereof.
The
offer and sale of the Notes to the Initial Purchaser will be made
without registration of the Notes under the Securities Act of 1933,
as amended (the “ Act ”), in reliance upon an
exemption from the registration requirements of the Act.
The
Company’s most recent annual report on Form 10-K filed with
the Commission, considered together with all subsequent documents
that the Company files with the Commission under Section 13(a),
13(c), 14 or 15(d) under the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”), after the end of
the fiscal year to which such annual report relates, is herein
called the “ Disclosure Record ”.
1.
Representations and Warranties . The Company represents and
warrants to the Initial Purchaser as set forth below in this
Section 1 as of the date hereof and as of the Closing
Date.
(a) The
Disclosure Record contains all statements which are required by the
Exchange Act and the rules and regulations of the Commission
thereunder and the Disclosure Record does not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.
(b) None
of the Company, its Affiliates, or any person acting on their
behalf (other than the Initial Purchaser as to whom the Company
makes no representation or warranty) has, directly or indirectly,
made offers or sales of any security, or solicited offers to buy,
any security under circumstances that would require the
registration of the Notes under the Act.
(c) None
of the Company, its Affiliates, or any person acting on their
behalf (other than the Initial Purchaser as to whom the Company
makes no representation or warranty)
has
engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any
offer or sale of the Notes.
(d) The
Notes satisfy the eligibility requirements of Rule 144A(d)(3)
under the Act.
(e) No
registration of the Notes under the Act is required for the offer
and sale of the Notes to the Initial Purchaser in the manner
contemplated herein and in the Disclosure Record.
(f) The
Company is not in violation of its corporate charter or bylaws or
in default under any agreement, indenture or instrument, the effect
of which violation or default would be material to the Company; the
execution, delivery and performance of this Agreement and
compliance by the Company with the provisions of the Notes will not
conflict with, result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets of the Company or any
of its material subsidiaries pursuant to the terms of, or
constitute a default under, any agreement, indenture or instrument,
or result in a violation of the corporate charter or bylaws of the
Company or any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company; and
except as required by the Act and applicable state securities laws,
no consent, authorization or order of, or filing or registration
with, any court or governmental agency is required for the
execution, delivery and performance of this Agreement and the
Notes.
(g) Except
as described in or contemplated by the Disclosure Record, there
shall have not occurred any changes or any development involving a
prospective change, or affecting particularly the business or
properties of the Company or its subsidiaries which materially
impairs the investment quality of the Notes since the dates as of
which information is given in the Disclosure Record.
(h) On
the Closing Date (i) the Notes will have been duly authorized
and, upon payment therefor as provided in this Agreement, will
constitute legally binding obligations of the Company, and
(ii) the Notes will conform to the terms specified in the term
sheet setting forth the material terms and conditions of the
issuance and sale of the Notes by the Company to the Initial
Purchaser, attached as Annex A hereto (the “ Term
Sheet ”).
(i) Each
of the Company and its subsidiaries has been duly incorporated, is
validly existing as a corporation in good standing under the laws
of its jurisdiction of incorporation, with full corporate power and
authority to own its properties and conduct its business as
described in the Disclosure Record, and is duly qualified to do
business as a foreign corporation and is in good standing under the
laws of each jurisdiction which requires such qualification wherein
it owns or leases properties or conducts business, except where the
failure to so qualify would not have a material adverse effect on
the Company and its subsidiaries taken as a whole.
(j) Except
as described in the Disclosure Record, there is no material
litigation or governmental proceeding pending or, to the knowledge
of the Company, threatened against the Company or any of its
subsidiaries which is reasonably expected to result in any
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material
adverse change in the financial condition, results of operations,
business or prospects of the Company and its subsidiaries taken as
a whole or which is required to be disclosed in the Disclosure
Record.
(k) The
financial statements filed as part of the Disclosure Record present
fairly, the consolidated financial condition and results of
operations of the Company and its subsidiaries, at the dates and
for the periods indicated, and have been prepared in conformity
with generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except as
described in the notes thereto).
(l) The
documents comprising the Disclosure Record have been prepared by
the Company in conformity with the applicable requirements of the
Exchange Act and the rules and regulations of the Commission
thereunder and such documents have been timely filed as required
thereby; no such documents were filed with the Commission since the
Commission’s close of business on the business day
immediately prior to the date of this Agreement and prior to the
execution of this Agreement; and no amendments to any such
documents are contemplated to be filed on or prior to the Closing
Date.
(m) The
Term Sheet does not contain any untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein not misleading.
(n) There
are no contracts or other documents which are required to be filed
as exhibits to any document comprising the Disclosure Record by the
Exchange Act or the rules and regulations of the Commission
thereunder, which have not been filed as exhibits to such document
as required.
2.
Purchase and Sale . Subject to the terms and conditions and
in reliance upon the representations and warranties herein set
forth, the Company agrees to issue and sell the Notes to the
Initial Purchaser, and the Initial Purchaser agrees to purchase the
Notes from the Company, at a purchase price of 99.90625% with the
terms set forth in Annex A hereto.
3.
Delivery and Payment . Delivery of and payment for the Notes
shall be made at 10:00 A.M., New York City time, on April 2,
2008 or at such time on such later date not more than three
Business Days after the foregoing date as the Initial Purchaser
shall designate, which date and time may be postponed by agreement
between the Initial Purchaser and the Company (such date and time
of delivery and payment for the Notes being herein called the
“ Closing Date ”). Delivery of the Notes shall
be made to the Initial Purchaser against payment by the Initial
Purchaser of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account
specified by the Company. Delivery of the Notes shall be made
through the facilities of The Depository Trust Company unless the
Initial Purchaser shall otherwise instruct.
4.
Offering by the Initial Purchaser . (a) The Initial
Purchaser acknowledges that the Notes have not been and will not be
registered under the Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Act.
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(b) The
Initial Purchaser represents and warrants to and agrees with the
Company that:
(i) it has not offered or sold, and
will not offer or sell, any Notes within the United States or to,
or for the account or benefit of, U.S. persons, as part of their
distribution at any time, except to those persons it reasonably
believes to be “qualified institutional buyers” (as
defined in Rule 144A under the Act);
(ii) neither the Initial Purchaser
nor any of its Affiliates, nor any person acting on the behalf of
the Initial Purchaser and its Affiliates, has made or will make
offers or sales of the Notes in the United States by means of any
form of general solicitation or general advertising (within the
meaning of Regulation D) in the United States;
(iii) in connection with each sale
pursuant to Section 4(b)(i), it has taken or will take
reasonable steps to ensure that the purchaser of such Notes is
aware that such sale is being made in reliance on Rule 144A;
and
(iv) it is an “accredited
investor” (as defined in Rule 501(a) of Regulation D)
and a “qualified institutional buyer” (as defined in
Rule 144A under the Act).
5.
Agreements . The Company agrees with the Initial Purchaser
that:
(a) The
Company will endeavor to qualify the Notes for sale under the laws
of such jurisdictions as the Initial Purchaser may designate and
will maintain such qualifications in effect so long as required for
the distribution of the Notes, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not
now so subject.
(b) The
Company will not, and will not permit any of its Affiliates to,
resell any Notes that have been acquired by any of them.
(c) None
of the Company, its Affiliates, or any person acting on its or
their behalf (other than the Initial Purchaser as to whom the
Company makes no agreement) will, directly or indirectly, make
offers or sales of any security, or solicit offers to buy any
security, under circumstances that would require the registration
of the Notes under the Act.
(d) None
of the Company, its Affiliates, or any person acting on its or
their behalf (other than the Initial Purchaser as to whom the
Company makes no agreement) will engage in any form of general
solicitation or general advertising (within the meaning of
Regulation D) in connection with any offer or sale of the
Notes in the United States.
(e) So
long as any of the Notes are “restricted securities”
within the meaning of Rule 144(a)(3) under the Act, the Company
will, during any period in which it is not subject to and in
compliance with Section 13 or 15(d) of the Exchange Act,
provide to each holder of such restricted securities and to each
prospective purchaser (as designated by such holder) of
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such
restricted securities, upon the request of such holder or
prospective purchaser, any information required to be provided by
Rule 144A(d)(4) under the Act. This covenant is intended to be
for the benefit of the holders, and the prospective purchasers
designated by such holders, from time to time of such restricted
securities.
(f) The
Company will cooperate with the Initial Purchaser and use its
reasonable best efforts to permit the Notes to be eligible for
clearance and settlement through The Depository Trust
Company.
(g) The
Company agrees to pay the costs and expenses relating to the
following matters: (i) the issuance of the Notes; (ii) the
preparation, printing, authentication, issuance and delivery of
certificates for the Notes; (iii) any stamp or transfer taxes
in connection with the original issuance and sale of the Notes to
the Initial Purchaser; (iv) the printing (or reproduction) and
delivery of this Agreement and all other agreements or documents
printed (or reproduced) and delivered in connection with the
offering of the Notes; (v) the fees and expenses of the
accountants for the Company and the fees and expenses of any
special counsel for the Company; and (vi) all other costs and
expenses incident to the performance by the Company of its
obligations hereunder. It is understood, however, that, except as
provided in this Section 5 and Sections 7 and 8 of this
Agreement, the Initial Purchaser will pay all of its own costs and
expenses, including the costs and expenses of its counsel.
(h) During
the period beginning on the date hereof and continuing to the
Closing Date, the Company will not offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company or any
guarantees or support obligations of debt securities of others, in
any case with maturities longer than one year, other than
(i) Notes to the Initial Purchaser and (ii) as disclosed
in the Disclosure Record.
6.
Conditions to the Obligations of the Initial Purchaser . The
obligation of the Initial Purchaser to purchase the Notes shall be
subject to the accuracy in all material respects of the
representations and warranties of the Company contained herein, to
the performance by the Company in all material respects of its
obligations hereunder and to the following additional
conditions:
(a) The
Senior Executive Vice President and General Counsel of the Company
shall have furnished to the Initial Purchaser an opinion, dated the
Closing Date and addressed to the Initial Purchaser, in form and
substance satisfactory to the Initial Purchaser, to the effect set
forth in Exhibit A hereto.
(b) The
Initial Purchaser shall have received from Sullivan & Cromwell
LLP, counsel for the Initial Purchaser, such opinion or opinions,
dated the Closing Date and addressed to the Initial Purchaser, with
respect to the issuance and sale of the Notes and other related
matters as the Initial Purchaser may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such
matters.
(c) The
Notes shall be eligible for clearance and settlement through The
Depository Trust Company.
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(d) The
Company shall have furnished to the Initial Purchaser a certificate
signed by its Chairman of the Board or its President or a Senior
Vice President and its Treasurer or an Assistant Treasurer stating
that after reasonable investigation and to the best of their
knowledge:
(i) the representations and
warranties of the Company in this Agreement are true and correct in
all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date;
(ii) the Company has complied with
all agreements and satisfied all conditions on its part to be
performed or satisfied on and as of the Closing Date with the same
effect as if made on the Closing Date; and
(iii) subsequent to the date of the
most recent financial statements in the Disclosure Record, there
has been no material adverse change in the condition (financial or
otherwise), earnings, business or properties of the Company or its
subsidiaries, whether or not arising from transactions in the
ordinary course of business except as set forth in or contemplated
in the Disclosure Record.
(e) At
or before the Closing Date, no order directed to any document
comprising the Disclosure Record shall have been issued, and prior
to that time no stop order proceeding shall have been initiated or
threatened by the Commission and no challenge shall have been made
by the Commission or its staff as to
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