AMENDED AND RESTATED CONTRIBUTION AGREEMENT
This Amended and Restated Contribution Agreement (the Agreement) is entered into as of the 15th day of October, 2018, by and among Brock Fiduciary Services LLC (the Independent Fiduciary); JP Morgan Chase Bank, N.A., as directed trustee of the SBC Master Pension Trust (the Trustee); AT&T Inc.; and AT&T Mobility II LLC, an indirect wholly owned subsidiary of AT&T Inc. (the Issuer).
WHEREAS, AT&T Inc., formerly known as SBC Communications Inc., is a holding company incorporated under the laws of the State of Delaware;
WHEREAS, on September 9, 2013, AT&T Inc. made an in-kind contribution (the Contribution) of 320 million cumulative perpetual preferred membership interests (each a Preferred Interest and collectively, the Preferred Interests) of the Issuer to the SBC Master Pension Trust (the Trust), which holds assets of the AT&T Pension Benefit Plan (the Plan) pursuant to the terms of a Contribution Agreement between the Independent Fiduciary, Trustee, AT&T Inc., and Issuer, dated as of August 30, 2013 (the Initial Agreement);
WHEREAS, on September 9, 2013, the Independent Fiduciary and AT&T Inc. entered into a Supplemental Contribution Agreement which added certain provisions to the Initial Agreement (the Supplement);
WHEREAS, the U.S. Department of Labor (Labor Department) issued a Prohibited Transaction Exemption (the PTE) with respect to the Contribution;
WHEREAS, on September 30, 2014 the Independent Fiduciary, AT&T Inc., Issuer, and AT&T Services, Inc., entered into a Letter Agreement, acknowledged by Trustee, which further modified and clarified certain terms under the Initial Agreement (the Side Letter).
WHEREAS, in connection with the making of the Contribution, AT&T Services, Inc. retained the Independent Fiduciary as named fiduciary and investment manager with respect to the Preferred Interests to be held by the Trust pursuant to an Independent Fiduciary Agreement dated as of May 1, 2012, as amended (the Independent Fiduciary Agreement), and an Investment Management Agreement dated as of August 30, 2013 (the Investment Management Agreement); and
WHEREAS, simultaneously with the execution of this Agreement, the members of Issuer are entering into the Fourth Amended and Restated Limited Liability Company Agreement of AT&T Mobility II LLC (the LLC Agreement);
WHEREAS, in connection with entering into this Agreement, AT&T Inc. has agreed to make a payment to the Trust in the amount of $80 million; and
WHEREAS, the parties desire to amend and restate the Initial Agreement as modified by the Side Letter and the Supplement, to, among other things, remove AT&T Inc.s right to call the