EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

LETTER AMENDMENT 

Dated as of February 2, 2018 

To the banks, financial institutions 

        and other institutional lenders 

        (collectively, the “Lenders”) party 

        to the Term Loan Credit Agreement referred to 

        below and to JPMorgan Chase Bank, N.A., as agent 

        (the “Agent”) for the Lenders 

Ladies and Gentlemen: 
 We refer to the
$10,000,000,000 Term Loan Credit Agreement dated as of November 15, 2016 (the “Credit Agreement”) among AT&T Inc. (the “Borrower”), the Lenders and the Agent. Capitalized terms not otherwise defined in this
letter amendment (this “Letter Amendment”) have the same meanings as specified in the Credit Agreement. 
 You have
indicated your willingness, on the terms and conditions stated below, to amend the Credit Agreement as herein set forth. Accordingly, it is hereby agreed by you and us as follows: 

1. Amendments. 
 A. The
Credit Agreement is hereby amended by replacing “$10,000,000,000” on the cover page thereto with “$16,175,000,000”. 

B. The Credit Agreement is hereby further amended by amending and restating the definition of “Commitment Termination Date” in its
entirety as follows: 
 “Commitment Termination Date” means December 31, 2018. 

C. The Credit Agreement is hereby further amended by deleting (i) the last sentence of the definition of “Tranche A Commitment”
and (ii) the last sentence of the definition of “Tranche B Commitment”. 
 D. The Credit Agreement is hereby further amended
by amending and restating Schedule I thereto in its entirety as set forth in Exhibit A hereto. 
 2. Effectiveness. This Letter
Amendment shall become effective as of the date first above written (such date, the “Amendment Effective Date”) when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and each
Lender. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. 
 3. Representations of the
Borrower.    The Borrower represents and warrants that after giving effect to this Letter Amendment, on and as of the date hereof, (i) the representations and warranties of the Borrower set forth in Article IV of the
Credit Agreement are true and (ii) no Default has occurred and is continuing. 

  
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 4. Effect of Letter Amendment; Miscellaneous. The Credit Agreement and the Notes, except
to the extent of the amendments specifically provided in Section 1 above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. 

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter
Amendment. 
 This Letter Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier or
electronic communication shall be effective as delivery of a manually executed counterpart of this Letter Amendment. 
 This Letter
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [Signature Pages Follow]


  
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	Very truly yours,
	
	AT&T INC.
		
	By	 	/s/ George B. Goeke
		 	Name:	 	George B. Goeke
		 	Title:	 	Senior Vice President and Treasurer


 [Signature Page to Letter Amendment] 








					
	Agreed as of the date first above written:
	
	 JPMORGAN CHASE BANK, N.A.,

        as Agent and as Lender

		
	By	 	/s/ Bruce S. Borden
		 	Name:	 	Bruce S. Borden
		 	Title:	 	Executive Director

 [Signature Page to Letter Amendment] 








					
	BANK OF AMERICA, N.A., as a Lender
		
	By	 	/s/ Eric Ridgway
		 	Name:	 	Eric Ridgway
		 	Title:	 	Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By	 	/s/ Lillian Kim
		 	Name:	 	Lillian Kim
		 	Title:	 	Director
	
	BARCLAYS BANK PLC, as a Lender
		
	By	 	/s/ Chris Walton
		 	Name:	 	Chris Walton
		 	Title:	 	Director
	
	MIZUHO BANK, LTD., as a Lender
		
	By	 	/s/ Daniel Guevara
		 	Name:	 	Daniel Guevara
		 	Title:	 	Authorized Signatory
	
	BNP PARIBAS, as a Lender
		
	By	 	/s/ David L. Berger
		 	Name:	 	David L. Berger
		 	Title:	 	Director
		
	By	 	/s/ Sang W. Han
		 	Name:	 	Sang W. Han
		 	Title:	 	Vice President
	
	ROYAL BANK OF CANADA, as a Lender
		
	By	 	/s/ Scott Johnson
		 	Name:	 	Scott Johnson
		 	Title:	 	Authorized Signatory

 [Signature Page to Letter Amendment] 








					
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender
		
	By	 	/s/ Mauricio Benitez
		 	Name:	 	Mauricio Benitez
		 	Title:	 	Executive Director
		
	By	 	/s/ Veronica Incera
		 	Name:	 	Veronica Incera
		 	Title:	 	Managing Director
	
	BANCO SANTANDER, S.A., New York Branch, as a Lender
		
	By	 	/s/ Rita Walz-Cuccioli
		 	Name:	 	Rita Walz-Cuccioli
		 	Title:	 	Executive Director
		
	By	 	/s/ Terence Corcoran
		 	Name:	 	Terence Corcoran
		 	Title:	 	Senior Vice President
	
	BANK OF CHINA, NEW YORK BRANCH, as a Lender
		
	By	 	/s/ Raymond Qiao
		 	Name:	 	Raymond Qiao
		 	Title:	 	Executive Vice President
	
	COMMERZBANK AG, NEW YORK BRANCH, as a Lender
		
	By	 	/s/ Paolo de Alessandrini
		 	Name:	 	Paolo de Alessandrini
		 	Title:	 	Managing Director
		
	By	 	/s/ Jonas Ryan
		 	Name:	 	Jonas Ryan
		 	Title:	 	Associate

 [Signature Page to Letter Amendment] 








					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By	 	/s/ Judith Smith
		 	Name:	 	Judith Smith
		 	Title:	 	Authorized Signatory
		
	By	 	/s/ Karim Rahimtoola
		 	Name:	 	Karim Rahimtoola
		 	Title:	 	Authorized Signatory
	
	DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
		
	By	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Director
		
	By	 	/s/ Virginia Cosenza
		 	Name:	 	Virginia Cosenza
		 	Title:	 	Vice President
	
	GOLDMAN SACHS BANK USA, as a Lender
		
	By	 	/s/ Rebecca Kratz
		 	Name:	 	Rebecca Kratz
		 	Title:	 	Authorized Signatory
	
	SOCIETE GENERALE, as a Lender
		
	By	 	/s/ Jonathan Logan
		 	Name:	 	Jonathan Logan
		 	Title:	 	Director
	
	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
		
	By	 	/s/ Annie Dorval
		 	Name:	 	Annie Dorval
		 	Title:	 	Authorized Signatory

 [Signature Page to Letter Amendment] 








					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By	 	/s/ Lindsey McGraw
		 	Name:	 	Lindsey McGraw
		 	Title:	 	Director
	
	THE BANK OF NEW YORK MELLON, as a Lender
		
	By	 	/s/ William M. Feathers
		 	Name:	 	William M. Feathers
		 	Title:	 	Director
	
	INTESA SANPAOLO S.P.A., as a Lender
		
	By	 	/s/ Glen Binder
		 	Name:	 	Glen Binder
		 	Title:	 	Global Relationship Manager
		
	By	 	/s/ Christophe Hamonet
		 	Name:	 	Christophe Hamonet 
		 	Title:	 	Regional Business Manager
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By	 	/s/ Eugene Butera
		 	Name:	 	Eugene Butera
		 	Title:	 	Vice President

 [Signature Page to Letter Amendment] 







 EXHIBIT A TO THE 

LETTER AMENDMENT 
 SCHEDULE I

 COMMITMENTS 
  

					
	 Name of Initial Lender
	  	Tranche A Commitments	  	Tranche B Commitments
	 JPMorgan Chase Bank, N.A.
	  	$582,500,000	  	$582,500,000
	 Bank of America, N.A.
	  	$582,500,000	  	$582,500,000
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$532,500,000	  	$532,500,000
	 Barclays Bank PLC
	  	$532,500,000	  	$532,500,000
	 Mizuho Bank, Ltd.
	  	$532,500,000	  	$532,500,000
	 BNP Paribas
	  	$512,500,000	  	$512,500,000
	 Royal Bank of Canada
	  	$462,500,000	  	$462,500,000
	 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	  	$412,500,000	  	$412,500,000
	 Banco Santander, S.A., New York Branch
	  	$412,500,000	  	$412,500,000
	 Bank of China, New York Branch
	  	$412,500,000	  	$412,500,000
	 Commerzbank AG New York Branch
	  	$412,500,000	  	$412,500,000
	 Credit Suisse AG, Cayman Islands Branch
	  	$412,500,000	  	$412,500,000
	 Deutsche Bank AG New York Branch
	  	$412,500,000	  	$412,500,000
	 Goldman Sachs Bank USA
	  	$412,500,000	  	$412,500,000
	 Societe Generale
	  	$412,500,000	  	$412,500,000
	 The Toronto-Dominion Bank, New York Branch
	  	$412,500,000	  	$412,500,000
	 Wells Fargo Bank, National Association
	  	$412,500,000	  	$412,500,000
	 The Bank of New York Mellon
	  	$100,000,000	  	$100,000,000
	 Intesa Sanpaolo S.p.A. New York Branch
	  	$62,500,000	  	$62,500,000
	 U.S. Bank National Association
	  	$62,500,000	  	$62,500,000
	 Total Commitments
	  	$8,087,500,000	  	$8,087,500,000


  
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