Registration Rights Agreement, dated as of December 17, 2012



 Exhibit 4.5 
 AT&T Inc. 
 $1,956,149,000 4.30% Notes Due 2042 

$3,043,850,000 4.35% Notes Due 2045 
 REGISTRATION RIGHTS AGREEMENT 
 December 17, 2012 

To the Parties Listed on Schedule I 
 Ladies
and Gentlemen: 
 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 of
November 1, 1994, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”). As an inducement to the Dealer Managers, the Company agrees with the Dealer Managers, for the benefit of
the holders of the Initial Securities and the Exchange Securities (as defined below) (collectively the “Holders”), as follows: 
 1. Registered Exchange Offer. The Company shall use its commercially reasonable efforts to, at its own cost, prepare and file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”, and together with the Initial Securities, the “Securities”) of the
Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6
hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 330 days (or if the 330th
day is not a business day, the first business day thereafter) after the date of original issue of the Initial Securities (the “Issue Date”) and shall keep the Exchange Offer Registration Statement effective for not less than 30 days
(or longer, if required by applicable law) after commencement of the Registered Exchange Offer (such period being called the “Exchange Offer Registration Period”). 







 The Company will use its commercially reasonable efforts to complete the Registered Exchange
Offer not later than 360 days after the Issue Date. 
 If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered and not properly withdrawn in accordance with the terms of the
Registered Exchange Offer. 
 Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the
Company shall promptly commence the Registered Exchange Offer (but in any event not later than 30 days after such effectiveness), it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities
electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s
business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions under the Securities Act. 
 The Company
acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, each Holder which is a broker-dealer electing to exchange Initial
Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover, (b) Annex B hereto in the “Description of the Exchange Offer” or similar section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with
a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer. 
 The
Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all
persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that in the case where such
prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Dealer Manager, such period shall be the lesser of 90 days and the date on which all Exchanging Dealers and the Dealer Managers have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section 3(h) below). 
 In connection with the
Registered Exchange Offer, the Company shall: 
 (a) mail or otherwise send to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 
 (b) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

 (c) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York
time, on the last business day on which the Registered Exchange Offer shall remain open; and 

(d) otherwise comply with all applicable laws. 

  
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 As soon as practicable after the close of the Registered Exchange Offer, the Company shall:

 (x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the
Registered Exchange Offer; 
 (y) deliver to the Trustee for cancellation all the Initial Securities so
accepted for exchange; and 
 (z) cause the Trustee to authenticate and deliver promptly to each Holder of
the Initial Securities Exchange Securities equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 
 Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Initial
Securities being exchanged by such Holder, and any Exchange Securities received by such Holder, have been or will be acquired in the ordinary course of business, (ii) such Holder is not engaged and does not intend to engage in and will have no
arrangements or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in
Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for
Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 360 days of the Issue Date,
(iii) any Holder (other than as a result of the status of any such Holder as an “affiliate” of the Company or as a broker-dealer) notifies the Company prior to the 20th day following completion of the Registered Exchange Offer that it
is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange (it being
understood that the requirement that an Exchanging Dealer deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Description of the Exchange Offer” or similar
section, and (c) Annex C hereto in the “Plan of Distribution” in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer shall not result in such Exchange
Securities being not “freely transferable”), or (iv) the Company so elects, the Company shall, at its reasonable costs, take the following actions: 

(a) The Company shall, as promptly as practicable (but in no event more than 180 days after so required or requested
pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing), within 270 days after the Company is so
required or requested pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, 

  
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together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the
“Shelf Registration”) or, if permitted by 430B under the Securities Act, otherwise designate an existing effective Shelf Registration Statement for use by the Holders as a Shelf Registration Statement relating to the resales of the
Transfer Restricted Securities; provided, however, that no Holder (other than a Dealer Manager) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder. 
 (b) The Company shall use its commercially
reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year (or for such longer
period if extended pursuant to Section 3(h) below) from effectiveness of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement have been sold pursuant
thereto. 
 3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2
hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 
 (a) The Company shall (i) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Description of the Exchange Offer” or similar section and in Annex
C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; (ii) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies
made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”); and (iv) in the case of a Shelf Registration Statement, include in the prospectus included in the
Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d), the names
of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders. 
 (b) The Company shall give notice to the Dealer Managers, the Holders of the Securities (in case of any Shelf Registration Statement) and any Participating Broker-Dealer from whom the Company has
received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made): 
 (i) when the Registration Statement or any amendment thereto has been
filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 

  
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 (ii) of any request by the Commission for amendments or supplements to
the Registration Statement or the prospectus included therein; 
 (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in
Commission Rule 405; 
 (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or overtly threatening of any proceeding for such purpose. 

(c) The Company shall use commercially reasonable effort to obtain the withdrawal at the earliest possible time, of
any order suspending the effectiveness of the Registration Statement. 
 (d) The Company shall, during the
Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(e) The Company shall deliver to each Dealer Manager, any Exchanging Dealer, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Dealer Manager, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange
Offer Registration Statement. 
 (f) Upon the occurrence of any event contemplated by paragraphs
(ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration
Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading. The Company shall also promptly provide notice to the Dealer
Managers, the Holders of the Securities (in case of any Shelf Registration Statement) and any known Participating Broker-Dealer of its determination to suspend the availability of a Registration Statement and the related prospectus because the
continued effectiveness and use of such Registration Statement and prospectus included therein would require the disclosure of confidential information or interfere with any acquisition, corporate reorganization or other material transaction
involving the Company or any of its consolidated 

  
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subsidiaries (it being understood that such notice may disclose only the existence of such determination and need not disclose the nature of the basis therefore, which may be kept confidential
for such period as may reasonably be required for bona fide business reasons). If the Company notifies the Dealer Managers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through
(v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Dealer Managers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend
use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above, as applicable, shall each be
extended by the number of days from and including the date of the giving of such notice to and including the date when the Dealer Managers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(f). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration
of that Shelf Registration Statement file, and use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders
of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this
Agreement. 
 (g) Not later than the effective date of the applicable Registration Statement, the Company
will provide a CUSIP number for the Initial Securities or the Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities or the Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company. 
 (h) The Company will comply in all material
respects with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration. 

(i) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939 (the “Trust
Indenture Act”), as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the
Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

(j) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 
 (k) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.


  
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 4. Registration Expenses. The Company shall bear all fees and expenses incurred
in connection with the performance of its obligations under Sections 1 through 3 hereof. 
 5. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Holder of the Securities (with respect to a Shelf Registration Statement only), any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating
Broker-Dealer within the meaning of the Securities Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to which that Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement of a material fact contained in a Registration Statement at any time or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,”
as defined in Commission Rule 433 (“Issuer FWP”), or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse each Indemnified Party for any legal and other expenses reasonably incurred by that Underwriter or controlling person in investigating or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred (but no more frequently than annually); provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP in reliance upon and
in conformity with written information furnished to the Company by or on behalf of such Holder or Participating Broker-Dealer specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom
the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of
Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that
there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or
alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. 
 (b) Each Holder of the Securities and each Participating
Broker-Dealer, severally and not jointly, will indemnify and hold harmless the Company each of its directors, each of its officers who signed the applicable Registration Statement and any person who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Company, or any such director, officer or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement at any time or
prospectus or in any amendment or supplement thereto or in any Issuer FWP, or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse the Company for any legal and other expenses reasonably incurred by the Company, or any such director, officer or controlling person in investigating or defending or preparing to defend against any


  
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such loss, claim, damage, liability or action as such expenses are incurred (but no more frequently than annually), but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Holder or Participating Broker-Dealer specifically for inclusion therein. This indemnity agreement
will be in addition to any liability which such Holder may otherwise have to the Company or any of its director, officers or controlling persons. 
 (c) Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Paragraph 5, notify the indemnifying party in writing of the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under Section 5(a) or 5(b). If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the indemnifying party shall not elect to assume the defense of such action, such indemnifying party will reimburse such
indemnified party for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include both the Company and one or more Holders or Participating Broker-Dealers
and either (i) the indemnifying party or parties and indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate
under applicable standards of professional conduct or in the opinion of such counsel due to actual or potential differing interests between them, then the indemnifying party shall not have the right to assume the defense of such action on behalf of
such indemnified party and will reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by them and satisfactory to the indemnifying party, it being understood that the indemnifying party shall not, in
connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys for all such indemnified parties, which firm shall be designated in writing by the Joint-Lead Dealer Managers (as defined in the Offering Memorandum) in the case of an action in which one or more Holders, Participating Broker-Dealers or
controlling persons are indemnified parties and by the Company in the case of an action in which the Company or any of its directors, officers or controlling persons are indemnified parties. The indemnifying party or parties shall not be liable
under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party or parties to such settlement. 

(d) If the indemnification provided for in this Section 5 shall for any reason be unavailable to an indemnified party under
Section 5(a) or 5(b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the
Holders or Participating Broker-Dealers on the other hand from the exchange of the Securities, pursuant to the Registered Exchange Offer. If, however, this allocation is not permitted by applicable law, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such loss, claim, damage 

  
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or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Holders or Participating
Broker-Dealers on the other hand from the exchange of the Securities, pursuant to the Registered Exchange Offer, and the relative fault of Company on the one hand and the Holders or Participating Broker-Dealers on the other hand with respect to the
statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Holders or Participating Broker-Dealers, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 5(d) shall be deemed to include, for purposes of this Section 5(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Paragraph 9(d), no Holder of Securities or Participating Broker-Dealer shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders or Participating
Broker-Dealer from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders or Participating Broker-Dealer have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. 
 (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant
to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with
respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): 

(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th
day after the Issue Date; 
 (ii) If neither the Registered Exchange Offer is consummated within 360 days
after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement; 

(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter
ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the
330-day period described in Section 6(a)(i) above); or 
 (iv) If after the Shelf Registration
Statement, if applicable, is declared (or becomes automatically) effective, and for a period time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such
Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in


  
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paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not
misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement
has expired before a replacement Shelf Registration Statement has become effective. 
 Additional Interest shall accrue on the Initial
Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured.
Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on
the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest for (i) more than one
Registration Default under this Section 6(a) at any one time or (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in
Section 6(a)(iv)(B) with respect to a Registration Statement. 
 (b) A Registration Default referred to in
Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result
of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous
period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 

(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be
payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial
Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of
which is 360. 
 Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a)
above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default. 
 (d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a
freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of a Initial Security for an Exchange Security, the date on which such Exchange Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a 

  
 10 









 
copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act or (v) the earliest date that is no less than two
years after the Issue Date on which such Security (except for Securities held by an affiliate of the Company) may be resold in reliance on paragraph (b)(1) of Rule 144 under the Securities Act. 

7. Rules 144 and 144A. The Company shall, to the extent it is required to do so under the Exchange Act, use its
commercially reasonable efforts to file the reports required to be filed by it under the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial
Securities, use its commercially reasonable efforts to make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further
action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 

8. Miscellaneous. 
 (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be
given, except by the Company and the written consent of the Majority Holders of the Securities affected by such amendment, modification, supplement, waiver or consents. As used herein, “Majority Holders” means, as of any date, Holders of a
majority of the aggregate principal amount of such Securities; provided that any Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether the consent by the Holders was given.

 (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: 
 (1) if
to a Holder of the Securities, at the most current address given by such Holder to the Company. 
 (2) if to the Dealer Managers:
to the addresses listed on Schedule I 
 with a copy to: 

Sullivan & Cromwell LLP 
 1888 Century Park East 
 Los Angeles, CA 90067 

Attention: Patrick S. Brown, Esq. 

  
 11 









 (3) if to the Company, at its address as follows: 

AT&T Inc. 

208 S. Akard Street, 35th Floor 
 Dallas, TX 75202 
 Telecopy No.: (214) 486-8160 

Attention: Senior Vice President and Treasurer 
 with a copy to: 
 AT&T Inc. 

208 S. Akard Street, 37th Floor 
 Dallas, TX 75202 
 Telecopy No.: (214) 746-2103 

Attention: Senior Executive Vice President and General Counsel 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid,
if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 

(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the
date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 

(d) Successors and Assigns. This Agreement shall be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without need for an express assignment, subsequent Holders. If any transferee of any Holder shall acquire Securities in any manner, whether by operation of law or otherwise, such Holder shall be deemed to
have agreed to be bound by and subject to all the terms of this Agreement, and by taking and holding such Securities such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement. 
 (e) Counterparts. This Agreement may be executed in any number of counterparts and by the 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. 
 (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 (h) Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 
 (i) Securities Held by the Company. Whenever the consent
or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

  
 12 









 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Dealer Managers and the Company in accordance with its terms. 

 

			
	Very truly yours,
	
	AT&T INC.
		
	By:	 	/s/ Jonathan P. Klug
	Name: 	 	Jonathan P. Klug
	Title:	 	Senior Vice President and Treasurer



  
 13 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Deutsche Bank Securities Inc.
		
	By: 	 	/s/ Ritu Ketkar
		 	Name: Ritu Ketkar
		 	Title: Managing Director
		
	By:	 	/s/ Peter Klosowicz
		 	Name: Peter Klosowicz
		 	Title: Director
		 	


  
 14 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	J.P. Morgan Securities LLC
		
	By: 	 	/s/ Robert Bottamedi
		 	Name: Robert Bottamedi
		 	Title: Vice President


  
 15 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Barclays Capital Inc.
		
	By: 	 	/s/ Pamela Au
		 	Name: Pamela Au
		 	Title: Managing Director


  
 16 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	 Merrill Lynch, Pierce, Fenner & Smith
 Incorporated

		
	By: 	 	/s/ Matthew Radley
		 	Name: Matthew Radley
		 	Title: Director


  
 17 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	BNP Paribas Securities Corp.
		
	By: 	 	/s/ Sean Reddington
		 	Name: Sean Reddington
		 	Title: Managing Director


  
 18 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Credit Suisse Securities (USA) LLC
		
	By: 	 	/s/ Ben Oren
		 	Name: Ben Oren
		 	Title: Managing Director


  
 19 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Goldman, Sachs & Co.
		
	By: 	 	/s/ Adam T. Greene
		 	Name: Adam T. Greene
		 	Title: Vice President


  
 20 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Morgan Stanley & Co. LLC
		
	By: 	 	/s/ Yuni Sly
		 	Name: Yuni Sly
		 	Title: Executive Director


  
 21 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	RBS Securities Inc.
		
	By: 	 	/s/ Troy Goldberg
		 	Name: Troy Goldberg
		 	Title: Vice President


  
 22 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Wells Fargo Securities, LLC
		
	By: 	 	/s/ Stephen Sanchez
		 	Name: Stephen Sanchez
		 	Title: Vice President


  
 23 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Mitsubishi UFJ Securities (USA), Inc.
		
	By: 	 	/s/ Brian Cogliandro
		 	Name: Brian Cogliandro
		 	Title: Managing Director


  
 24 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Citigroup Global Markets Inc.
		
	By: 	 	/s/ Steven Becton
		 	Name: Steven Becton
		 	Title: Managing Director


  
 25 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	EA Markets Securities LLC
		
	By: 	 	/s/ Craig Orchant
		 	Name: Craig Orchant
		 	Title: Partner


  
 26 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Mizuho Securities USA Inc.
		
	By: 	 	/s/ JM Shepard
		 	Name: JM Shepard
		 	Title: Managing Director


  
 27 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	UBS Securities LLC
		
	By: 	 	/s/ Zain Akbari
		 	Name: Zain Akbari
		 	Title: Director
		
	By:	 	/s/ Spencer Haimes
		 	Name: Spencer Haimes
		 	Title: Managing Director


  
 28 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Blaylock Robert Van, LLC
		
	By: 	 	/s/ Louis Decaro
		 	Name: Louis Decaro
		 	Title: Senior Banker


  
 29 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	CastleOak Securities, L.P.
		
	By: 	 	/s/ Philip J. Ippolito
		 	Name: Philip J. Ippolito
		 	Title: Chief Financial Officer & Chief Operating Officer


  
 30 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Lebenthal & Co., LLC
		
	By: 	 	/s/ Steven Willis
		 	Name: Steven Willis
		 	Title: Senior Managing Director


  
 31 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Loop Capital Markets LLC
		
	By: 	 	/s/ Paul Bonaguro
		 	Name: Paul Bonaguro
		 	Title: Managing Director


  
 32 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	Muriel Siebert & Co., Inc.
		
	By: 	 	/s/ Myles Turner
		 	Name: Myles Turner
		 	Title: Senior Managing Director


  
 33 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	The Williams Capital Group, L.P.
		
	By: 	 	/s/ Jonathan Levin
		 	Name: Jonathan Levin
		 	Title: Principal


  
 34 










			
	The foregoing Registration
	Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	C.L. King & Associates, Inc.
		
	By:	 	/s/ Scott White
		 	Name: Scott White
		 	Title: Senior Managing Director


  
 35 









 SCHEDULE I 
 Dealer Managers 
 Deutsche Bank Securities Inc. 

60 Wall Street 
 New York, NY 10005 

J.P. Morgan Securities LLC 
 383 Madison Avenue

 New York, New York 10179 
 Barclays
Capital Inc. 
 745 7th Avenue 
 New
York, NY 10019 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated 
 50 Rockefeller Plaza 
 NY1-050-12-01 
 New York, NY 10020 
 Attention: High Grade Transaction Management/Legal 

BNP Paribas Securities Corp. 
 787 7th Avenue

 New York, NY 10019 
 Credit Suisse
Securities (USA) LLC 
 Eleven Madison Ave. 
 New York, NY 10010 
 Goldman, Sachs & Co. 

200 West Street 
 New York, NY 10282 

Morgan Stanley & Co. LLC 
 1585
Broadway 
 4th Floor 
 New York, NY
10036 
 RBS Securities Inc. 
 600
Washington Boulevard 
 Stamford, CT 06901 
 Attention: Liability Management 
 Fax: 203-873-5045 

Wells Fargo Securities, LLC 
 301 South College
Street, Sixth Floor 
 Charlotte, North Carolina 28202 
 Mitsubishi UFJ Securities (USA), Inc. 
 1633 Broadway 

29th Floor 
 New York, NY 10019-6708 

  
 36 









 Citigroup Global Markets Inc. 
 390 Greenwich Street, 1st Floor 
 New York, NY 10013 
 EA Markets Securities LLC 
 120 West 45th Street 

30th
 Floor 
 New York, NY 10036 
 Mizuho Securities USA Inc. 
 320 Park Avenue – 12th Floor 
 New York, NY 10022 
 UBS Securities LLC 
 677 Washington Boulevard 
 Stamford, CT 06901 

Blaylock Robert Van, LLC 
 600 Lexington Avenue,
Floor 3 
 New York, NY 10022 

CastleOak Securities, L.P. 
 110 East 59th
Street 
 New York, N.Y. 10022 

Lebenthal & Co., LLC 
 521 Fifth Avenue

 15th Floor 
 New York, NY 10175

 Loop Capital Markets LLC 
 111 West
Jackson Blvd. 
 Suite 1901 
 Chicago,
IL 60604 
 Muriel Siebert & Co., Inc. 
 885 Third Avenue 
 Suite 1720 
 New York, NY 10025 
 The Williams Capital Group, L.P. 

650 Fifth Ave. 
 11th Floor 

New York, NY 10019 
 C.L. King &
Associates, Inc. 
 410 Park Avenue 

New York, NY 10022 

  
 37 









 SCHEDULE II 

  
 38 










											
	 Title of Security
	  	Issuer	  	CUSIP
Number	  	Principal Amount
Outstanding
($MM)	 	  	Notes
Exchanged For
	 Pool 1 Notes
	  		  		  				  	
	 7.12% Debentures due 2097
	  	BellSouth Corporation(1)	  	079857AF5	  	$	500	  	  	New 2042 Notes
	 7.0% Notes due 2095
	  	BellSouth 
Telecommunications,
LLC(2)	  	079867AP2	  	$	500	  	  	New 2042 Notes
	 6.65% Zero-to-Full Debentures due 2095
	  	BellSouth
Telecommunications,
LLC(2)	  	079867AS6	  	$	500	  	  	New 2042 Notes
					
	 Pool 2 Notes
	  		  		  				  	
	 7.875% Notes, due 2030
	  	BellSouth Corporation(1)	  	079857AH1	  	$	1,000	  	  	New 2045 Notes
	 6.875% Notes, due 2031
	  	BellSouth Corporation	  	079860AD4	  	$	750	  	  	New 2045 Notes
	 6.550% Notes, due 2034
	  	BellSouth Corporation	  	079860AE2	  	$	700	  	  	New 2045 Notes
	 6.00% Notes, due 2034
	  	BellSouth Corporation	  	079860AK8	  	$	700	  	  	New 2045 Notes
					
	 Pool 3 Notes
	  		  		  				  	
	 6.450% Global Notes due 2034
	  	AT&T Inc.	  	78387GAM5	  	$	750	  	  	New 2045 Notes
	 6.150% Global Notes due 2034
	  	AT&T Inc.	  	78387GAQ6	  	$	1,000	  	  	New 2045 Notes
	 8.00% Notes, due 2031
	  	AT&T Corp.(3)	  	001957BD0	  	$	995	  	  	New 2042 Notes
	 8.750% Notes, due 2031
	  	New Cingular Wireless
Services, Inc.(4)	  	00209AAF3/
U0027MAC1	  	$	1,138	  	  	New 2042 Notes
	 7.125% Senior Notes, due 2031
	  	AT&T Mobility LLC(5)	  	17248RAJ5/
17248RAG1	  	$	750	  	  	New 2042 Notes
	 6.800% Notes, due 2036
	  	AT&T Inc.	  	00206RAB8	  	$	600	  	  	New 2045 Notes
	 6.40% Global Notes due 2038
	  	AT&T Inc.	  	00206RAN2	  	$	1,250	  	  	New 2045 Notes
	 6.500% Global Notes due 2037
	  	AT&T Inc.	  	00206RAD4	  	$	2,000	  	  	New 2042 Notes
	 6.30% Global Notes due 2038
	  	AT&T Inc.	  	00206RAG7	  	$	2,750	  	  	New 2042 Notes
	 6.550% Global Notes due 2039
	  	AT&T Inc.	  	00206RAS1	  	$	2,250	  	  	New 2045 Notes

  

	(1)	These notes were issued by BellSouth Capital Funding Inc., which subsequently merged with BellSouth Corporation. 


	(2)	Formerly known as BellSouth Telecommunications, Inc. 


	(3)	The 8.00% Notes are fully, unconditionally and irrevocably guaranteed by AT&T Inc. 


	(4)	Formerly known as AT&T Wireless Services, Inc. 


	(5)	Formerly known as Cingular Wireless LLC. 


  
 39 









 ANNEX A 
 Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See “Plan of Distribution.” 

  
 40 









 ANNEX B 
 Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 







 ANNEX C 
 PLAN OF DISTRIBUTION 
 Each broker-dealer that receives
Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The
Company has agreed that, for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until
                    , 20[    ], all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1) 
 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be
sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the
time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates
in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. 
 For a period of 90 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to
the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

  
  

	(1) 	 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus, if
required. 









 ANNEX D 
  

	 ̈	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


  

			
	 Name:
	 	 
	 Address:
	 	 
		 	 

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.