Exhibit 4.1
(FACE OF NOTE)
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS
OF THE INDENTURE AND THE TERMS OF THE SECURITIES, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO AT&T INC., OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
AT&T INC.
6.70% Global Notes due
2013
CUSIP NO. 00206R AP7
ISIN NO. US00206RAP73
No. R-1
$500,000,000
AT&T Inc., a corporation duly
organized and existing under the laws of the State of Delaware
(herein called “AT&T”, which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Five Hundred Million
Dollars ($500,000,000) on November 15, 2013 (the
“Maturity Date”), and to pay interest on said principal
sum from November 17, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on May 15 and November 15 in each
year, commencing on May 15, 2009 (each an “Interest
Payment Date”) and on the Maturity Date, at the interest rate
of 6.70% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will,
as
provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date
for such interest, which shall be the close of business on
May 1 or November 1, as the case may be (each, a
“Regular Record Date”), next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not less than 15
days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Any money that AT&T deposits
with the Trustee or any Paying Agent for the payment of principal
or any interest on this Note that remains unclaimed for two years
after the date upon which the principal and interest are due and
payable, will be repaid to AT&T upon AT&T’s request
unless otherwise required by mandatory provisions of any applicable
unclaimed property law. After that time, unless otherwise required
by mandatory provisions of any unclaimed property law, the Holder
of this Note will be able to seek any payment to which such Holder
may be entitled to collect only from AT&T.
If the Notes are issued in
definitive form, payment of the principal and interest on this Note
due at the Maturity Date or upon redemption will be made at the
Maturity Date or upon redemption, as the case may be, upon
presentation of this Note, in immediately available funds, at the
office of The Bank of New York Mellon, the Paying and Transfer
Agent and Registrar for the Notes, currently located at 101 Barclay
Street, New York, New York 10286.
Payment of interest on this Note due
on an Interest Payment Date, other than interest at maturity or
upon redemption, may be paid by check mailed to the address of the
Holder entitled thereto as such address shall appear in the Note
register. Notwithstanding the foregoing, (1) the Depository as
Holder of the Notes or (2) a Holder of more than
U.S.$5,000,000 in aggregate principal amount of Notes in definitive
form is entitled to require the Paying Agent to make payments of
interest, other than interest due at maturity or upon redemption,
by wire transfer of immediately available funds into an account
maintained by the Holder in the United States, by sending
appropriate wire transfer instructions as long as the Paying Agent
receives the instructions not less than ten days prior to the
applicable Interest Payment Date.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
2
IN WITNESS WHEREOF, AT&T INC.
has caused this instrument to be signed in its corporate name,
manually or by facsimile, by its duly authorized officers and has
caused its corporate seal to be imprinted hereon.
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Dated:
November 17, 2008
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AT&T
INC.
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[SEAL]
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By:
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Richard G.
Lindner
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Senior
Executive Vice President and Chief Financial Officer
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By:
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Jonathan P.
Klug
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Senior Vice
President and Treasurer
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Trustee’s Certificate of
Authentication
This is one of the 6.70% Global
Notes due 2013 of the series designated herein referred to in the
within-mentioned Indenture.
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THE BANK OF NEW YORK MELLON, as Trustee
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By:
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Authorized
Signatory
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REVERSE OF NOTE
This Note is one of a duly
authorized issue of debt securities of AT&T of the series
specified on the face hereof, issued under and pursuant to an
Indenture, dated as of November 1, 1994, between AT&T and
The Bank of New York Mellon, as Trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture), to
which indenture and all indentures supplemental thereto
(collectively, the “Indenture”) reference is hereby
made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee,
AT&T and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The
Notes will be issued in fully registered form only and in
denominations of $2,000 and integral multiples of
$1,000.
The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of AT&T and the
rights of the Holders of the Notes under the Indenture at any time
by AT&T and the Trustee with the consent of the Holders of a
majority in principal amount of the Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time
outstanding to waive compliance by AT&T with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or
impair the obligation of AT&T, which is absolute and
unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein
prescribed.
Registrar and Paying
Agent
AT&T shall maintain in the
Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or
exchange (“Registrar”) and an office or agency where
Notes may be presented for payment or for exchange (“Paying
Agent”). AT&T has initially appointed the Trustee, The
Bank of New York Mellon, as its Registrar and Paying Agent.
AT&T may vary or terminate the appointment of any of its paying
or transfer agencies, and may appoint additional paying or transfer
agencies.
Optional Redemption by
AT&T
The Notes will be redeemable, as a
whole or in part, at AT&T’s option, at any time on at
least 30 days’, but not more than 60 days’, prior
not