INDENTURE, dated as of March 15, 2022, between Magallanes, Inc., a Delaware corporation (the Company), AT&T Inc., a Delaware corporation (AT&T), as Parent Guarantor (prior to completion of the Merger), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company has duly authorized the creation and issuance of (i) $1,750,000,000 principal amount of its 3.428% Senior Notes due 2024 (the 2024 Notes), (ii) $500,000,000 principal amount of its 3.528% Senior Notes due 2024 (the 2024 NC1 Notes), (iii) $1,750,000,000 principal amount of its 3.638% Senior Notes due 2025 (the 2025 Notes), (iv) $500,000,000 principal amount of its 3.788% Senior Notes due 2025 (the 2025 NC1 Notes), (v) $4,000,000,000 principal amount of its 3.755% Senior Notes due 2027 (the 2027 Notes), (vi) $1,500,000,000 principal amount of its 4.054% Senior Notes due 2029 (the 2029 Notes), (vii) $5,000,000,000 principal amount of its 4.279% Senior Notes due 2032 (the 2032 Notes), (viii) $4,500,000,000 principal amount of its 5.050% Senior Notes due 2042 (the 2042 Notes), (ix) $7,000,000,000 principal amount of its 5.141% Senior Notes due 2052 (the 2052 Notes) and (x) $3,000,000,000 principal amount of its 5.391% Senior Notes due 2062 (the 2062 Notes and, together with the 2024 Notes, the 2024 NC1 Notes, the 2025 Notes, the 2025 NC1 Notes, the 2027 Notes, the 2029 Notes, the 2032 Notes, the 2042 Notes and the 2052 Notes, the Fixed Rate Notes) and $500,000,000 principal amount of its floating rate senior notes due 2024 (the Floating Rate Notes; the Floating Rate Notes, together with the Fixed Rate Notes, are referred to herein as the Initial Notes and the Initial Notes, together with any Exchange Notes (as defined herein) issued therefor as provided herein and any Additional Notes (as defined herein) issued in accordance with this Indenture, are referred to herein as the Notes).
WHEREAS, to provide for the issuance of the Notes, the Company has duly authorized the execution and delivery of this Indenture;
WHEREAS, each of the Company and the Parent Guarantor has duly authorized that this Indenture provide, among other things, for the authentication, delivery and administration of the Notes issued on and after the date hereof; and
WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.
NOW, THEREFORE, in consideration of the premises and the purchases of the Notes by the Holders thereof, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Notes as follows:
Section 1.01 Definitions of Terms. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act,