exv4w1



 







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.




Floating Rate Notes due 2008




			
	 	 	 
	 
	 	CUSIP NO. 00206R AA 0
	 	 	 
	 
	 	ISIN NO. US00206RAA05
	 	 	 
	No. R-1
	 	$500,000,000






     AT&T Inc., a corporation duly organized and existing under the laws of the State of Delaware
formerly known as SBC Communications Inc. (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 May 15, 2008 (the “Maturity Date”), and to pay interest on said principal sum from May 18, 2006
or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
quarterly in arrears on February 15, May 15, August 15 and November 15 in each year, commencing on
August 15, 2006 (each an “Interest Payment Date”) and on the Maturity Date, at an interest rate
(“Interest Rate”) equal to the Applicable LIBOR Rate, reset quarterly, plus 9 basis points (0.09%),
determined as provided



 









 




herein, 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 the 15th day preceding the respective Interest Payment Date
(each, a “Regular Record Date”), subject to certain exceptions. 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.




     The Interest Rate for each Interest Period for the Notes will be set on February 15, May 15,
August 15 and November 15 of each year, and will be set for the initial Interest Period on May 18,
2006 (each such date an “Interest Rate Reset Date”) until the principal on the Notes is paid or
made available for payment (the “Principal Payment Date”). If any Interest Rate Reset Date (other
than the initial Interest Rate Reset Date occurring on May 18, 2006) and Interest Payment Date for
the Notes would otherwise be a day that is not a LIBOR Business Day, such Interest Rate Reset Date
and Interest Payment Date shall be the next succeeding LIBOR Business Day, unless the next
succeeding LIBOR Business Day is in the next succeeding calendar month, in which case such Interest
Rate Reset Date and Interest Payment Date shall be the immediately preceding LIBOR Business Day.



     “LIBOR Business Day” means any day that is not a Saturday or Sunday and that, in The City of
New York or the City of London, is not a day on which banking institutions are generally authorized
or obligated by law to close. “Interest Period” shall mean the period from and including an
Interest Rate Reset Date to but excluding the next succeeding Interest Rate Reset Date and, in the
case of the last such period, from and including the Interest Rate Reset Date immediately preceding
the Maturity Date or Principal Payment Date, as the case may be, to but not including such Maturity
Date or Principal Payment Date, as the case may be. If the Principal Payment Date or Maturity Date
is not a LIBOR Business Day, then the principal amount of the Notes plus accrued and unpaid
interest thereon shall be paid on the next succeeding Business Day and no interest shall accrue for
the Maturity Date, Principal Payment Date or any day thereafter.



     The “Applicable LIBOR Rate” shall mean the rate determined in accordance with the following
provisions:



     (i) On the second day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market preceding each Interest Rate Reset Date (each such date an “Interest
Determination Date”), The Bank of New York (the “Reference Agent”), as agent for AT&T, will
determine the Applicable LIBOR Rate which shall be the rate for deposits in U.S. dollars having a
maturity of three months, which appears on the Telerate Page 3750 as of 11:00 a.m., London



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time, on such Interest Determination Date. “Telerate Page 3750” means the display page so
designed on Moneyline Telerate, Inc. (or such other page as may replace that page on that service
or such other service or services as may be nominated by the British Bankers’ Association for the
purpose of displaying London interbank offered rates for U.S. dollar deposits). If the Applicable
LIBOR Rate on such Interest Determination Date does not appear on the Telerate Page 3750, the
Applicable LIBOR Rate will be determined as described in (ii) below.




     (ii) With respect to an Interest Determination Date for which the Applicable LIBOR Rate does
not appear on the Telerate Page 3750 as specified in (i) above, the Applicable LIBOR Rate will be
determined on the basis of the rates at which deposits in U.S. dollars are offered by four major
banks in the London interbank market selected by the Reference Agent (the “Reference Banks”) at
approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the
London interbank market having a maturity of three months, and in a principal amount equal to an
amount of not less than U.S.$1,000,000 that is representative for a single transaction in such
market at such time. The Reference Agent will request the principal London office of each of such
Reference Banks to provide a quotation of its rate. If at least two such quotations are provided,
the Applicable LIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded
upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with 5
one-millionths of a percentage point rounded upwards) of such quotations. If fewer than two
quotations are provided, the Applicable LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one hundred-thousandth of a
percentage point, with 5 one-millionths of a percentage point rounded upwards) of the rates quoted
by three major banks in New York City selected by the Reference Agent at approximately 11:00 a.m.,
New York City time, on such Interest Determination Date for loans in U.S. dollars to leading
European banks, having a maturity of three months, and in a principal amount equal to an amount of
not less than U.S.$1,000,000 that is representative for a single transaction in such market at such
time; provided, however, that if the banks in New York City selected as aforesaid by the Reference
Agent are not quoting as mentioned in this sentence, the relevant Interest Rate for the Interest
Period commencing on the Interest Rate Reset Date following such Interest Determination Date will
be the Interest Rate in effect on such Interest Determination Date.



     The amount of interest for each day that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the Interest Rate in effect for such day by 360 and
multiplying the result by the principal amount of the Notes. The amount of interest to be paid on
the Notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each
day in such Interest Period.



     The Interest Rate on the Notes will in no event be higher than the maximum rate permitted by
New York law as the same may be modified by United States law of general application.



     The Interest Rate and amount of interest to be paid on the Notes for each Interest Period will
be determined by the Reference Agent. All calculations made by the Reference Agent shall in the
absence of manifest error be conclusive for all purposes and binding on AT&T and the



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holders of the Notes. So long as the Applicable LIBOR Rate is required to be determined with
respect to the Notes, there will at all times be a Reference Agent. In the event that any then
acting Reference Agent shall be unable or unwilling to act, or that such Reference Agent shall fail
duly to establish the Applicable LIBOR Rate for any Interest Period, or that AT&T proposes to
remove such Reference Agent, AT&T shall appoint itself or another person which is a bank, trust
company, investment banking firm or other financial institution to act as the Reference Agent.



     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, 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.



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     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.



	 	 	 	 	 
	Dated:  May 18, 2006

[SEAL] 	AT&T INC.

 	 
	 	By:  	/s/
Richard G. Lindner	 
	 	 	Richard G. Lindner 	 
	 	 	Senior Executive Vice President and

Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	/s/
Jonathan P. Klug	 
	 	 	Jonathan P. Klug 	 
	 	 	Vice President and Treasurer 	 
	 



Trustee’s Certificate of Authentication




This is one of the Floating Rate Notes

of the series designated herein referred to

in the within-mentioned Indenture.




THE BANK OF NEW YORK, as Trustee




	 	 	 	 	 
	By:
	 	/s/ Beata Hryniewicka	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory
	 	 
















 






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, 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 minimum 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, 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.



     Further Issues



     AT&T reserves the right from time to time, without notice to or the consent of the Holders of
the Notes, to create and issue further notes ranking equally and ratably with the Notes 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 those further notes. Any
further notes will have the same terms as to status, redemption or otherwise as the Notes. Any



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further notes shall be issued pursuant to a resolution of the board of directors of AT&T, a
supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture.



     Notes in Definitive Form



     If (1) an Event of Default has occurred with regard to the Notes represented by this Note and
has not been cured or waived in accordance with the Indenture, or (2) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not appointed by AT&T
within 90 days, AT&T may issue notes in definitive form in exchange for this Note. In either
instance, an owner of a beneficial interest in the Notes will be entitled to the physical delivery
in definitive form in exchange for this Note, equal in principal amount to such beneficial interest
and to have such Notes registered in its name.



     Notes so issued in definitive form will be issued as registered notes in minimum denominations
of $2,000 and integral multiples of $1,000, unless otherwise specified by AT&T.



     Notes so issued in definitive form may be transferred by presentation for registration to the
Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney
duly authorized in writing, or accompanied by a written instrument or instruments of transfer in
form satisfactory to AT&T or the Trustee duly executed by the Holder or his attorney duly
authorized in writing.



     AT&T may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any exchange or registration of transfer of definitive
Notes.



     Default



     In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided in the Indenture.



     Miscellaneous



     For purposes of the Notes, a Business Day means a Business Day in The City of New York and
London.



     No director, officer, employee or stockholder, as such, of AT&T shall have any liability for
any obligations of AT&T under this Note, the Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each Holder by accepting this Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.



     The Notes are the unsecured and unsubordinated obligations of AT&T and will rank pari passu
with all other evidences of indebtedness issued in accordance with the Indenture.



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     Notices to Holders of the Notes will be published in authorized newspapers in The City of New
York and in London. AT&T is deemed to have given the notice on the date of each publication or, if
published more than once, on the date of the first publication.



     Prior to due presentment of this Note for registration of transfer, AT&T, the Trustee and any
agent of AT&T or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither AT&T, the Trustee
nor any such agent shall be affected by notice to the contrary.



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



     The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.




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