<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY 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.

<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

                              Cingular Wireless LLC

                          7.125% Senior Notes Due 2031

                                                            CUSIP NO. 17248R AJ5
                                                             ISIN NO. US172RAJ59
No. R-2                                                      $249,750,000

Cingular Wireless LLC, a limited liability company duly organized and existing
under the laws of the State of Delaware (herein called the "Company", 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 TWO HUNDRED FOURTY-NINE MILLION SEVEN HUNDRED FIFTY THOUSAND
($249,750,000) on December 15, 2031, and to pay interest thereon from June 15,
2002 or from the most recent Interest Payment Date to which interest has been
paid or as duly provided for, semi-annually on June 15 and December 15 in each
year, commencing December 15, 2002, at the rate of 7.125% 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 shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 or December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall 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 Security (or one or more Predecessor Securities) 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 Securities of this series not less than 10 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
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security
shall be made at the office or agency of the Company maintained for that purpose
in New York, New York, which is currently at 55 Water Street, 1st Floor, New
York, New York 10041, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security 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 Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


                                      -2-
<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

IN WITNESS WHEREOF, Cingular Wireless Corporation, the manager of the Company,
has caused this instrument to be duly executed on behalf of the Company. Dated:
August 28, 2002

                                       CINGULAR WIRELESS LLC

                                       By: CINGULAR WIRELESS CORPORATION,
                                           as Manager


                                       By:   /s/  Sean Foley
                                           -------------------------------------
                                           Name:  Sean Foley
                                           Title: Vice President -Treasurer

Attest:


------------------------

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

                                                   Bank One Trust Company, N.A.,
                                                   As Trustee


                                                   By:  /s/ David B. Knox
                                                      --------------------------
                                                           David B. Knox


                                      -3-
<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of December 12, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Bank One Trust Company, N.A., as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited at the date
hereof in aggregate principal amount to $750,000,000; provided that the Company
may from time to time, without notice to or the consent of the Holders of
Securities, create and issue further Securities of this Series (the "Additional
Securities") having the same terms and ranking equally and ratably with the
Securities in all respects, or in all respects except for the payment of
interest accruing prior to the Issue Date or except for the first payment of
interest following the Issue Date of such Additional Securities. Any Additional
Securities will be consolidated and form a single series with the Securities and
shall have the same terms as to status, redemption or otherwise as the
Securities. Any Additional Securities may be issued pursuant to authorization
provided by a resolution of the Board of Directors of Cingular Wireless
Corporation, the manager of the Company, a supplement to the Indenture, or under
an Officers' Certificate pursuant to the Indenture.

The Securities of this series are subject to redemption upon not less than 30
days' but not more than 60 days' notice by mail, at any time, as a whole or in
part, at the election of the Company, at a redemption price equal to (i) 100% of
the principal amount of the Securities to be redeemed, together with accrued
interest (including Special Interest) to the Redemption Date, if any, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture,
plus (ii) the Make-Whole Amount, if any.

The Redemption Price will be calculated assuming a 360-day year consisting of
twelve 30-day months. "Make-Whole Amount" means the excess, if any, of the
aggregate present value as of the Redemption Date of each dollar of principal
being redeemed and the amount of interest (exclusive of interest accrued to the
Redemption Date) that would have been payable in respect of such dollar if such
prepayment had not been made, determined by discounting, on a semiannual basis,
such principal and interest at the Treasury Rate, plus 0.30% from the date on
which such principal and interest would have been payable if the Security had
not been redeemed, over the principal amount of the Security being redeemed.

"Treasury Rate" means (i) the yield to maturity at the time of computation of
U.S. Treasury securities with a constant maturity, as compiled by and published
in the most recent Statistical Release that has become publicly available at
least two Business Days prior to the Redemption Date, equal to the then
remaining maturity of this Security; if no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding clause
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month; or (ii) if the Statistical Release is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate shall be calculated
on the third Business Day preceding the Redemption Date.

"Comparable Treasury Issue" means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term ("Remaining Life") of this Security that


                                      -4-
<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of this Security. "Comparable Treasury
Price" means (i) the average of three out of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (ii) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such quotations.

"Independent Investment Banker" means (i) any of Lehman Brothers Inc., Goldman,
Sachs & Co. or J.P. Morgan Securities Inc. and their respective successors, as
selected by the Company, or (ii) if all those firms are unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.

"Reference Treasury Dealer" means (i) Lehman Brothers Inc., Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. and their respective successors, provided, that
if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company will
substitute another Primary Treasury Dealer and (ii) any other Primary Treasury
Dealer selected by any Independent Investment Banker after consultation with the
Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

"Statistical Release" means the statistical release designated "H.15(519)" or
any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded U.S. government
securities adjusted to constant maturities.

In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of


                                      -5-
<PAGE>

CINGULAR WIRELESS                                                    Exhibit 4.4
EXHIBITS

any Security 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 Security.

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

This Security 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.


                                      -6-