Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2015

AT&T INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-8610			43-1301883
(Commission File Number)			(IRS Employer Identification No.)

208 S. Akard St., Dallas, Texas			75202
(Address of Principal Executive Offices)			(Zip Code)

(210) 821-4105

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

On July 24, 2015, pursuant to the Agreement and Plan of Merger, dated as of May 18, 2014 (the “Merger Agreement”), among DIRECTV (“DIRECTV”), AT&T Inc. (“AT&T”) and Steam Merger Sub LLC (now known as DIRECTV Group Holdings, LLC), a wholly owned subsidiary of AT&T (“Merger Sub”), DIRECTV merged with and into Merger Sub, with Merger Sub being renamed DIRECTV Group Holdings, LLC and continuing as the surviving entity and as a direct wholly owned subsidiary of AT&T (the “Merger”).

At the closing of the Merger, each outstanding share of DIRECTV common stock, par value $0.01 per share (“DIRECTV Common Stock”), was converted into the right to receive 1.892 shares of AT&T common stock, par value $1.00 per share (“AT&T Common Stock”) plus $28.50 in cash, and cash in lieu of any fractional shares. AT&T issued approximately 954,541,877 shares of AT&T Common Stock to former holders of DIRECTV Common Stock. Each outstanding option to purchase shares of DIRECTV Common Stock was converted into an option to acquire a number of shares of AT&T Common Stock on the same terms and conditions as were applicable under such option immediately prior to the Merger, except that the exercise price and the number of shares of AT&T Common Stock issuable upon exercise of such option were adjusted based on a ratio of 2.703 (the “Option Exchange Ratio”). Each outstanding stock appreciation right to receive shares of DIRECTV Common Stock or cash was converted into a stock appreciation right on shares of AT&T Common Stock on the same terms and conditions as were applicable under such stock appreciation right immediately prior to the Merger, except that the reference price per share and the number of shares of AT&T Common Stock subject to such stock appreciation right were adjusted based on the Option Exchange Ratio. Each restricted stock unit and performance stock unit of DIRECTV was converted into a restricted stock unit on a number of shares of AT&T Common Stock on the same terms and conditions as were applicable under such restricted stock unit or performance stock unit immediately prior to the Merger (including any applicable dividend equivalent rights), except that the number of shares of AT&T Common Stock underlying such restricted stock unit or performance stock unit was adjusted based on the Option Exchange Ratio.

Based on the closing price of $34.29 per share of AT&T Common Stock on the New York Stock Exchange on July 24, 2015, the aggregate implied value of the consideration paid to former holders of DIRECTV Common Stock in connection with the Merger was approximately $47.1 billion, including approximately $32.7 billion in AT&T Common Stock and approximately $14.4 billion in cash.

Upon the closing of the Merger, the DIRECTV Common Stock, which traded under the symbol “DTV”, ceased trading on, and is being delisted from, the NASDAQ Stock Market.

The foregoing description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 10.1 hereto and is incorporated by reference into this Item 2.01.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On July 24, 2015, in connection with the consummation of the Merger (as defined below), DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together, the “Subsidiary Co-Issuers”), DIRECTV Customer Services, Inc., DIRECTV Enterprises, LLC, DIRECTV Home Services, LLC, DIRECTV Merchandising, Inc., DIRECTV, LLC and LABC Productions, LLC (collectively, the “Subsidiary Guarantors”), Merger Sub (as defined below), DIRECTV and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), entered into the following supplemental indentures:

a Second Supplemental Indenture (the “September 2009 Supplemental Indenture”) to the Indenture, dated as of September 22, 2009 (the “September 2009 Indenture”), among the Subsidiary Co-Issuers, the Subsidiary Guarantors, DIRECTV and the Trustee, relating to the Subsidiary Guarantors’ 5.875% Senior Notes due 2019 (the “2019 Notes”);

a Second Supplemental Indenture (the “March 2010 Supplemental Indenture”) to the Indenture, dated as of March 11, 2010 (the “March 2010 Indenture”), among the Subsidiary Co-Issuers, the Subsidiary Guarantors, DIRECTV and the Trustee, relating to the Subsidiary Guarantors’ 5.200% Senior Notes due 2020 (the “2020 Notes”) and 6.350% Senior Notes due 2040 (the “6.350% 2040 Notes”);

a Fifth Supplemental Indenture (the “August 2010 Supplemental Indenture”) to the Indenture, dated as of August 17, 2010 (the “August 2010 Indenture”), among the Subsidiary Co-Issuers, the Subsidiary Guarantors, DIRECTV and the Trustee, relating to the Subsidiary Guarantors’ 3.125% Senior Notes due 2016 (the “3.125% 2016 Notes”), 3.500% Senior Notes due 2016 (the “3.500% 2016 Notes”), 4.600% Senior Notes due 2021 (the “4.600% 2021 Notes”), 5.000% Senior Notes due 2021 (the “5.000% 2021 Notes”), 6.000% Senior Notes due 2040 (the “6.000% 2040 Notes”) and 6.375% Senior Notes due 2041 (the “2041 Notes”);

a First Supplemental Indenture (the “March 2012 Supplemental Indenture”) to the Indenture, dated as of March 8, 2012 (the “March 2012 Indenture”), among the Subsidiary Co-Issuers, the Subsidiary Guarantors, DIRECTV and the Trustee, relating to the Subsidiary Guarantors’ 2.400% Senior Notes due 2017 (the “2017 Notes”), 3.800% Senior Notes due 2022 (the “2022 Notes”) and 5.150% Senior Notes due 2042 (the “2042 Notes”); and

a Seventh Supplemental Indenture (the “September 2012 Supplemental Indenture”) to the Indenture, dated as of September 14, 2012 (the “September 2012 Indenture”), among the Subsidiary Co-Issuers, the Subsidiary Guarantors, DIRECTV and the Trustee, relating to the Subsidiary Guarantors’ 1.750% Senior Notes due 2018 (the “2018 Notes”), 2.750% Senior Notes due 2023 (the “2023 Notes”), 4.450% Senior Notes due 2024 (the “2024 Notes”), 3.950% Senior Notes due 2025 (the “2025 Notes”), 4.375% Senior Notes due 2029 (the “2029 Notes”) and 5.200% Senior Notes due 2033 (the “2033 Notes,” and, together with the 2019 Notes, the 2020 Notes, the 6.350% 2040 Notes, the 3.125% 2016 Notes, the 3.500% 2016 Notes, the 4.600% 2021 Notes, the 5.000% 2021 Notes, the 6.000% 2040 Notes, the 6.375% 2041 Notes, the 2017 Notes, the 2022 Notes, the 2042 Notes, the 2018 Notes, the 2023 Notes, the 2024 Notes, the 2025 Notes and the 2029 Notes, the “Notes”).

Pursuant to the September 2009 Supplemental Indenture, the March 2010 Supplemental Indenture, the August 2010 Supplemental Indenture, the March 2012 Supplemental Indenture and the September 2012 Supplemental Indenture (collectively, the “Supplemental Indentures”), Merger Sub has provided a guaranty of the Notes on the terms set forth in the respective Supplemental Indentures and the Guarantee, dated as of July 24, 2015, with respect to each Supplemental Indenture (collectively, the “Guarantees”).

The foregoing description is qualified in its entirety by the complete terms of (a) the Supplemental Indentures, which are attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 hereto and are incorporated by reference into this Item 2.03; (b) the Guarantees, which are attached as Exhibits 4.6, 4.7, 4.8, 4.9 and 4.10 hereto and are incorporated by reference into this Item 2.03; and (c) the September 2009 Indenture; the First Supplemental Indenture, dated as of November 14, 2011, to the September 2009 Indenture; the March 2010 Indenture; the First Supplemental Indenture, dated as of November 14, 2011, to the March 2010 Indenture; the August 2010 Indenture; the First Supplemental Indenture, dated as of August 17, 2010, to the August 2010 Indenture; the Second Supplemental Indenture, dated as of March 10, 2011, to the August 2010 Indenture; the Third Supplemental Indenture, dated as of November 14, 2011, to the August 2010 Indenture; the Fourth Supplemental Indenture, dated as of November 14, 2011, to the August 2010 Indenture; the March 2012 Indenture; the September 2012 Indenture; the First Supplemental Indenture, dated as of September 14, 2012, to the September 2012 Indenture; the Second Supplemental Indenture, dated as of January 15, 2013, to the September 2012 Indenture; the Third Supplemental Indenture, dated as of May 20, 2013, to the September 2012 Indenture; the Fourth Supplemental Indenture, dated as of November 20, 2013, to the September 2012 Indenture; the Fifth Supplemental Indenture, dated as of March 20, 2014, to the September 2012 Indenture; and the Sixth Supplemental Indenture, dated as of December 11, 2014, to the September 2012 Indenture, which are incorporated by reference as Exhibits 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26 and 4.27, respectively, hereto and are incorporated by reference into this Item 2.03.

ITEM 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated balance sheets of DIRECTV as of December 31, 2014 and December 31, 2013 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for each of the three years in the period ended December 31, 2014, and the notes related thereto, and the financial statement schedule, are incorporated by reference as Exhibit 99.1 hereto and are incorporated by reference into this Item 9.01(a).

The Report of Independent Registered Public Accounting Firm, issued by Deloitte & Touche LLP, dated February 24, 2015, relating to the DIRECTV financial statements and financial statement schedule are incorporated by reference as Exhibit 99.2 hereto and are incorporated by reference into this Item 9.01(a).

The unaudited consolidated balance sheets of DIRECTV as of March 31, 2015 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for the period ended March 31, 2015, and the notes related thereto, are incorporated by reference as Exhibit 99.3 hereto and are incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information.

AT&T intends to file pro forma financial information under cover of Form 8-K/A not later than 71 calendar days after the date that this Report is required to be filed.

(d) Exhibits.

4.1		Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 22, 2009, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 11, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3		Fifth Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of August 17, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.4		First Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 8, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.5		Seventh Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 14, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.6		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 22, 2009, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.7		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 11, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.8		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of August 17, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.9		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 8, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.10		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 14, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.11		Indenture, dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co, Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings, LLC filed on September 25, 2009 (SEC File No. 333-106529)).
4.12		First Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.13		Indenture, dated as of March 11, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings LLC filed on March 15, 2010 (SEC File No. 333-106529)).
4.14		First Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.15		Indenture, dated as of August 17, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV Holdings LLC filed on August 23, 2010 (SEC File No. 333-106529)).
4.16		First Supplemental Indenture, dated as of August 17, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K of DIRECTV Holdings LLC filed on August 23, 2010 (SEC File No. 333-106529)).
4.17		Second Supplemental Indenture, dated as of March 10, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV Holdings LLC filed on March 10, 2011(SEC File No. 333-106529)).
4.18		Third Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).

4.19		Fourth Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.20		Indenture, dated as of March 8, 2012, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV filed on March 14, 2012 (SEC File No. 001-34554)).
4.21		Indenture dated as of September 14, 2012 by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed September 14, 2012 (SEC File No. 001-34554)).
4.22		First Supplemental Indenture dated as of September 14, 2012 by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K of DIRECTV filed September 14, 2012 (SEC File No. 001-34554)).
4.23		Second Supplemental Indenture, dated as of January 15, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and the Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed January 15, 2013 (SEC File No. 001-34554)).
4.24		Third Supplemental Indenture, dated as of May 20, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed May 20, 2013 (SEC File No. 001-34554)).
4.25		Fourth Supplemental Indenture, dated as of November 20, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed November 20, 2013 (SEC File No. 001-34554)).
4.26		Fifth Supplemental Indenture dated as of March 20, 2014, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed March 20, 2014 (SEC File No. 001-34554)).
4.27		Sixth Supplemental Indenture, dated as of December 11, 2014, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed December 11, 2014 (SEC File No. 001-34554)).
10.1		Agreement and Plan of Merger, dated as of May 18, 2014, among DIRECTV, AT&T Inc. and Steam Merger Sub LLC (incorporated by reference to Exhibit 10.1 to AT&T Inc.’s Current Report on Form 8-K filed on May 19, 2014 (SEC File No. 001-08610)).
5.1		Opinion of Mr. Wayne Watts, Senior Executive Vice President and General Counsel, AT&T Inc., as to the validity of AT&T Common Stock being sold pursuant to a registration statement on Form S-3 (File No. 333-187350) and the prospectus dated March 18, 2013, as supplemented by the prospectus supplement dated May 4, 2015.
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for DIRECTV.

99.1		The audited consolidated balance sheets of DIRECTV as of December 31, 2014 and December 31, 2013 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for each of the three years in the period ended December 31, 2014, and the notes related thereto and the financial statement schedule (incorporated by reference to Item 8 and Financial Statement Schedule II of Item 15 of DIRECTV’s Annual Report on Form 10-K filed February 25, 2015 (SEC File No. 001-34554)).
99.2		The Report of Independent Registered Public Accounting Firm, issued by Deloitte & Touche LLP, dated February 24, 2015, relating to the DIRECTV financial statements and financial statement schedule (incorporated by reference to Item 8 of DIRECTV’s Annual Report on Form 10-K filed February 25, 2015 (SEC File No. 001-34554)).
99.3		The unaudited consolidated balance sheets of DIRECTV as of March 31, 2015 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for the period ended March 31, 2015, and the notes related thereto (incorporated by reference to Item 1 of DIRECTV’s Quarterly Report on Form 10-Q filed May 8, 2015 (SEC File No. 001-34554)).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 24, 2015	AT&T INC.


	By:	/s/ Paul W. Stephens
		Paul W. Stephens
		Senior Vice President and Controller

EXHIBIT INDEX

4.1		Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 22, 2009, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 11, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3		Fifth Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of August 17, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.4		First Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 8, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.5		Seventh Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 14, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.6		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 22, 2009, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.7		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 11, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.8		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of August 17, 2010, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.9		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of March 8, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.10		Guarantee, dated as of July 24, 2015, pursuant to the Second Supplemental Indenture, dated as of July 24, 2015, to the Indenture, dated as of September 14, 2012, among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.11		Indenture, dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co, Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings, LLC filed on September 25, 2009 (SEC File No. 333-106529)).
4.12		First Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).

4.13		Indenture, dated as of March 11, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K of DIRECTV Holdings LLC filed on March 15, 2010 (SEC File No. 333-106529)).
4.14		First Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.15		Indenture, dated as of August 17, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV Holdings LLC filed on August 23, 2010 (SEC File No. 333-106529)).
4.16		First Supplemental Indenture, dated as of August 17, 2010, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K of DIRECTV Holdings LLC filed on August 23, 2010 (SEC File No. 333-106529)).
4.17		Second Supplemental Indenture, dated as of March 10, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV Holdings LLC filed on March 10, 2011(SEC File No. 333-106529)).
4.18		Third Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.19		Fourth Supplemental Indenture, dated as of November 14, 2011, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 of the Form 8-K of DIRECTV filed on November 17, 2011 (SEC File No. 001-34554)).
4.20		Indenture, dated as of March 8, 2012, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K of DIRECTV filed on March 14, 2012 (SEC File No. 001-34554)).
4.21		Indenture dated as of September 14, 2012 by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed September 14, 2012 (SEC File No. 001-34554)).
4.22		First Supplemental Indenture dated as of September 14, 2012 by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K of DIRECTV filed September 14, 2012 (SEC File No. 001-34554)).
4.23		Second Supplemental Indenture, dated as of January 15, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and the Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed January 15, 2013 (SEC File No. 001-34554)).

4.24		Third Supplemental Indenture, dated as of May 20, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed May 20, 2013 (SEC File No. 001-34554)).
4.25		Fourth Supplemental Indenture, dated as of November 20, 2013, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed November 20, 2013 (SEC File No. 001-34554)).
4.26		Fifth Supplemental Indenture dated as of March 20, 2014, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed March 20, 2014 (SEC File No. 001-34554)).
4.27		Sixth Supplemental Indenture, dated as of December 11, 2014, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the guarantors signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (incorporated by reference to Exhibit 4.1 to the Form 8-K of DIRECTV filed December 11, 2014 (SEC File No. 001-34554)).
5.1		Opinion of Mr. Wayne Watts, Senior Executive Vice President and General Counsel, AT&T Inc., as to the validity of AT&T Common Stock being sold pursuant to a registration statement on Form S-3 (File No. 333-187350) and the prospectus dated March 18, 2013, as supplemented by the prospectus supplement dated May 4, 2015.
10.1		Agreement and Plan of Merger, dated as of May 18, 2014, among DIRECTV, AT&T Inc. and Steam Merger Sub LLC (incorporated by reference to Exhibit 10.1 to AT&T Inc.’s Current Report on Form 8-K filed on May 19, 2014 (SEC File No. 001-08610)).
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for DIRECTV.
99.1		The audited consolidated balance sheets of DIRECTV as of December 31, 2014 and December 31, 2013 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for each of the three years in the period ended December 31, 2014, and the notes related thereto and the financial statement schedule (incorporated by reference to Item 8 and Financial Statement Schedule II of Item 15 of DIRECTV’s Annual Report on Form 10-K filed February 25, 2015 (SEC File No. 001-34554)).
99.2		The Report of Independent Registered Public Accounting Firm, issued by Deloitte & Touche LLP, dated February 24, 2015, relating to the DIRECTV financial statements and financial statement schedule (incorporated by reference to Item 8 of DIRECTV’s Annual Report on Form 10-K filed February 25, 2015 (SEC File No. 001-34554)).
99.3		The unaudited consolidated balance sheets of DIRECTV as of March 31, 2015 and the consolidated statements of income, consolidated statements of cash flows and consolidated statements of stockholders’ equity and comprehensive income of DIRECTV for the period ended March 31, 2015, and the notes related thereto (incorporated by reference to Item 1 of DIRECTV’s Quarterly Report on Form 10-Q filed May 8, 2015 (SEC File No. 001-34554)).

Exhibit 4.1

DIRECTV HOLDINGS LLC

DIRECTV FINANCING CO., INC.

Second Supplemental Indenture

This Second Supplemental Indenture, dated as of July 24, 2015 (this “Second Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (“DIRECTV” or the “Parent Guarantor”), Steam Merger Sub LLC, a Delaware limited liability company (the “New Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, under an indenture, dated as of September 22, 2009, as further amended and supplemented by the first supplemental indenture, dated as of November 14, 2011 (the “First Supplemental Indenture”) and as further amended and supplemented hereby (the “Indenture”), among the Issuers, the Guarantors and the Trustee, the Company has issued $1,000,000,000 of its 5.875% Senior Notes due 2019 (the “Notes”);

WHEREAS, Section 2(b)(ii) of the First Supplemental Indenture provides, among other things, that any Person to which Parent Guarantor’s sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of its properties or assets shall not be deemed to be a successor to Parent Guarantor as a result of such transactions and will only become a Parent Guarantor if it elects to expressly assume the Guarantee of Parent Guarantor, and New Parent Guarantor hereby expressly elects to assume the Guarantee of Parent Guarantor;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Issuers, the Guarantors and the Trustee may amend the Indenture, the Notes of any Series and the Guarantees or any amended or supplemental indenture without the consent of any Holder of a Note “to provide for the assumption of the obligations of the Issuers or any Guarantors to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 or Article 10 hereof”;

WHEREAS, DIRECTV is merging on the date hereof with and into the New Parent Guarantor pursuant to the terms of the Agreement and Plan or Merger, dated as of May 18, 2014, by and among DIRECTV, AT&T Inc. and the New Parent Guarantor (the “Merger Agreement”), pursuant to which, at the Effective Time (as defined in the Merger Agreement) DIRECTV will merge with and into the New Parent Guarantor (the “Merger”), with the New Parent Guarantor as the surviving company and successor to the Parent Guarantor;

WHEREAS, pursuant to Article 10 of the Indenture, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee have entered into this Second Supplemental Indenture for the purposes stated herein;

WHEREAS, the Issuers have requested that the Trustee execute and deliver this Second Supplemental Indenture; and

WHEREAS, the execution and delivery of this Second Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Second Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee mutually covenant and agree as follows:

Section 1. Definitions.

As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular Section hereof.

Section 2. Assumption.

(a) The New Parent Guarantor hereby assumes all obligations of the Parent Guarantor under the Indenture, the Notes and the Guarantees and shall succeed to and be substituted for the Parent Guarantor with the same effect as if the New Parent Guarantor had been named in the Indenture and the Guarantee as a Parent Guarantor.

(b) Section 2(a) shall become effective on the date hereof at the Effective Time.

Section 3. Miscellaneous.

(a) Ratification of Indenture. All the provisions of this Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

(b) Headings. The headings of the Sections of this Second Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

(c) Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

(d) Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Second Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

(e) Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

(f) Separability. In case any one or more of the provisions contained the Indenture or this Second Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this Second Supplemental Indenture, but the Indenture or this Second Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

(g) Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy, or claim under this Second Supplemental Indenture.

(h) Trustee Not Responsible for Recitals. The recitals and statements herein contained are made by the Issuers and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

(i) Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

*******

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

		DIRECTV HOLDINGS LLC, as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV FINANCING CO., INC., as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV CUSTOMER SERVICES, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV MERCHANDISING, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV ENTERPRISES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer

		DIRECTV, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		LABC PRODUCTIONS, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV HOME SERVICES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV,
		as Parent Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

	By:	/s/ Jonathan W. Glover
		Name: Jonathan W. Glover
		Title: Vice President

Exhibit 4.2

DIRECTV HOLDINGS LLC

DIRECTV FINANCING CO., INC.

Second Supplemental Indenture

W I T N E S S E T H

WHEREAS, under an indenture, dated as of March 11, 2010, as further amended and supplemented by the First Supplemental Indenture, dated as of November 14, 2011 (the “First Supplemental Indenture”) and as further amended and supplemented hereby (the “Indenture”), among the Issuers, the Guarantors and the Trustee, the Company has issued $1,300,000,000 of its 5.200% Senior Notes due 2020 (the “2020 Notes”) and $500,000,000 of its 6.350% Senior Notes due 2040 (the “2040 Notes” and, together with the 2020 Notes, the “Notes”);

WHEREAS, the Issuers have requested that the Trustee execute and deliver this Second Supplemental Indenture; and

Section 1. Definitions.

Section 2. Assumption.

(b) Section 2(a) shall become effective on the date hereof at the Effective Time.

Section 3. Miscellaneous.

(b) Headings. The headings of the Sections of this Second Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

(e) Successors and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

(i) Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

*******

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

		DIRECTV HOLDINGS LLC, as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV FINANCING CO., INC., as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV CUSTOMER SERVICES, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV MERCHANDISING, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV ENTERPRISES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer

		DIRECTV, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		LABC PRODUCTIONS, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV HOME SERVICES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV,
		as Parent Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

	By:	/s/ Jonathan W. Glover
		Name: Jonathan W. Glover
		Title: Vice President

Exhibit 4.3

DIRECTV HOLDINGS LLC

DIRECTV FINANCING CO., INC.

Fifth Supplemental Indenture

This Fifth Supplemental Indenture, dated as of July 24, 2015 (this “Fifth Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (“DIRECTV” or the “Parent Guarantor”), Steam Merger Sub LLC, a Delaware limited liability company (the “New Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, under an indenture, dated as of August 17, 2010 (the “Base Indenture”), as amended and supplemented by the first supplemental indenture dated as of August 17, 2010 (the “First Supplemental Indenture”), as further amended and supplemented by the second supplemental indenture dated as of March 10, 2011 (the “Second Supplemental Indenture”), as further amended and supplemented by the third supplemental indenture dated as of November 14, 2011(the “Third Supplemental Indenture”), as further amended and supplemented by the fourth supplemental indenture dated as of November 14, 2011 (the “Fourth Supplemental Indenture”) and as further amended and amended and supplemented hereby (the “Indenture”), the Company has issued $750,000,000 of its 3.125% Senior Notes due 2016 (the “2016 Notes”), $1,000,000,000 of its 4.600% Senior Notes due 2021 (the “2021 Notes”), $1,250,000,000 of its 6.000% Senior Notes due 2040 (the “6.000% 2040 Notes”), $1,500,000,000 of its 3.500% Senior Notes due 2016 (the “3.500% 2016 Notes”), $1,500,000,000 of its 5.000% Senior Notes due 2021 (the “5.000% 2021 Notes”) and $1,000,000,000 of its 6.375% Senior Notes due 2041 (the “2041 Notes” and, collectively with the 2016 Notes, the 2021 Notes, the 6.000% 2040 Notes, the 3.500% 2016 Notes and the 5.000% 2021 Notes, the “Notes”);

WHEREAS, Section 2(b)(ii) of the Third Supplemental Indenture provides, among other things, that any Person to which Parent Guarantor’s sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of its properties or assets shall not be deemed to be a successor to Parent Guarantor as a result of such transactions and will only become a Parent Guarantor if it elects to expressly assume the Guarantee of Parent Guarantor, and New Parent Guarantor hereby expressly elects to assume the Guarantee of Parent Guarantor;

WHEREAS, Section 2.13(a) of the First Supplemental Indenture and Second Supplemental Indenture provides, among other things, that the Issuers, the Guarantors and the Trustee may amend the Indenture, the Notes of any series and the Guarantees or any amended or supplemental indenture without the consent of any Holder of a Note “to provide for the assumption of the obligations of the Issuers or any Guarantors to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V or Article XV of the Indenture”;

WHEREAS, pursuant to Article XV of the Indenture, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee have entered into this Fifth Supplemental Indenture for the purposes stated herein;

WHEREAS, the Issuers have requested that the Trustee execute and deliver this Fifth Supplemental Indenture; and

WHEREAS, the execution and delivery of this Fifth Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Fifth Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.

Section 1. Definitions.

As used in this Fifth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular Section hereof.

Section 2. Assumption.

(b) Section 2(a) shall become effective on the date hereof at the Effective Time.

Section 3. Miscellaneous.

(a) Ratification of Indenture. All the provisions of this Fifth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Fifth Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

(b) Headings. The headings of the Sections of this Fifth Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

(c) Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

(d) Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Fifth Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

(e) Successors and Assigns. All covenants and agreements in this Fifth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

(f) Separability. In case any one or more of the provisions contained the Indenture or this Fifth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this Fifth Supplemental Indenture, but the Indenture or this Fifth Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

(g) Benefits of Second Supplemental Indenture. Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy, or claim under this Fifth Supplemental Indenture.

(i) Governing Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

*******

IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.

		DIRECTV HOLDINGS LLC, as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV FINANCING CO., INC., as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV CUSTOMER SERVICES, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV MERCHANDISING, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV ENTERPRISES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer

		DIRECTV, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		LABC PRODUCTIONS, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV HOME SERVICES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV,
		as Parent Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

	By:	/s/ Jonathan W. Glover
		Name: Jonathan W. Glover
		Title: Vice President

Exhibit 4.4

DIRECTV HOLDINGS LLC

DIRECTV FINANCING CO., INC.

First Supplemental Indenture

This First Supplemental Indenture, dated as of July 24, 2015 (this “First Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (“DIRECTV” or the “Parent Guarantor”), Steam Merger Sub LLC, a Delaware limited liability company (the “New Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”)

W I T N E S S E T H

WHEREAS, under an indenture, dated as of March 8, 2012, as further amended and supplemented hereby (the “Indenture”), among the Issuers, the Guarantors and the Trustee, the Company has issued $1,250,000,000 of its 2.400% Senior Notes due 2017 (the “2017 Notes”), $1,500,000,000 of its 3.800% Senior Notes due 2022 (the “2022 Notes”), $1,250,000,000 of its 5.150% Senior Notes due 2042 (the “2042 Notes” and, collectively with the 2017 Notes and the 2022 Notes, the “Notes”);

WHEREAS, Section 10.03 of the Indenture provides, among other things, that any Person to which Parent Guarantor’s sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of its properties or assets shall not be deemed to be a successor to Parent Guarantor as a result of such transactions and will only become a Parent Guarantor if it elects to expressly assume the Guarantee of Parent Guarantor, and New Parent Guarantor hereby expressly elects to assume the Guarantee of Parent Guarantor;

WHEREAS, DIRECTV wishes to merge on the date hereof with and into the New Parent Guarantor pursuant to the terms of the Agreement and Plan or Merger, dated as of May 18, 2014, by and among DIRECTV, AT&T Inc. and the New Parent Guarantor (the “Merger Agreement”), pursuant to which, at the Effective Time (as defined in the Merger Agreement) DIRECTV will merge with and into the New Parent Guarantor (the “Merger”), with the New Parent Guarantor as the surviving company and successor to the Parent Guarantor;

WHEREAS, pursuant to Article 10 of the Indenture, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee have entered into this First Supplemental Indenture for the purposes stated herein;

WHEREAS, the Issuers have requested that the Trustee execute and deliver this First Supplemental Indenture; and

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this First Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.

Section 1. Definitions.

As used in this First Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular Section hereof.

Section 2. Assumption.

(b) Section 2(a) shall become effective on the date hereof at the Effective Time.

Section 3. Miscellaneous.

(a) Ratification of Indenture. All the provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

(b) Headings. The headings of the Sections of this First Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

(c) Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

(d) Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

(e) Successors and Assigns. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

(f) Separability. In case any one or more of the provisions contained the Indenture or this First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this First Supplemental Indenture, but the Indenture or this First Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

(g) Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy, or claim under this First Supplemental Indenture.

(i) Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

*******

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first above written.

		DIRECTV HOLDINGS LLC, as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV FINANCING CO., INC., as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV CUSTOMER SERVICES, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV MERCHANDISING, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV ENTERPRISES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer

		DIRECTV, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		LABC PRODUCTIONS, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV HOME SERVICES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV,
		as Parent Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

	By:	/s/ Jonathan W. Glover
		Name: Jonathan W. Glover
		Title: Vice President

Exhibit 4.5

DIRECTV HOLDINGS LLC

DIRECTV FINANCING CO., INC.

Seventh Supplemental Indenture

This Seventh Supplemental Indenture, dated as of July 24, 2015 (this “Seventh Supplemental Indenture”), is entered into by and among DIRECTV Holdings LLC (the “Company” or an “Issuer”), a Delaware limited liability company, DIRECTV Financing Co., Inc. (“DIRECTV Financing” or an “Issuer” and together with the Company, the “Issuers”), a Delaware corporation, each of the Guarantors listed on the signature page hereto (together with any additional Subsidiary of the Company that becomes a Guarantor under the Indenture (as defined below) following the date hereof, the “Guarantors”), DIRECTV, a Delaware corporation (“DIRECTV” or the “Parent Guarantor”), Steam Merger Sub LLC, a Delaware limited liability company (the “New Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, under an indenture, dated as of September 14, 2012 (the “Base Indenture”), as amended and supplemented by the first supplemental indenture dated as of September 14, 2012 (the “First Supplemental Indenture”), as further amended and supplemented by the second supplemental indenture dated as of January 15, 2013 (the “Second Supplemental Indenture”), as further amended and supplemented by the third supplemental indenture dated as of May 20, 2013(the “Third Supplemental Indenture”), as further amended and supplemented by the fourth supplemental indenture dated as of November 20, 2013 (the “Fourth Supplemental Indenture”), as further amended and supplemented by the fifth supplemental indenture dated as of May 20, 2014 (the “Fifth Supplemental Indenture”), as further amended and supplemented by the sixth supplemental indenture dated as of December 11, 2014 (the “Sixth Supplemental Indenture”) and as further amended and supplemented hereby (the “Indenture”), the Company has issued £750,000,000 of its 4.375% Senior Notes due 2029 (the “2029 Notes”), $750,000,000 of its 1.750% Senior Notes due 2018 (the “2018 Notes”), €500,000,000 of its 2.750% Senior Notes due 2023 (the “2023 Notes”), £350,000,000 of its 5.200% Senior Notes due 2033 (the “2033 Notes”), $1,250,000,000 of its 4.450% Senior Notes due 2024 (the “2024 Notes”) and $1,200,000,000 of its 3.950% Senior Notes due 2025 (the “2025 Notes” and, collectively with the 2029 Notes, the 2018 Notes, the 2023 Notes, the 2033 Notes and the 2024 Notes, the “Notes”);

WHEREAS, Section 1502 of the Indenture provides, among other things, that any Person to which Parent Guarantor’s sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of its properties or assets shall not be deemed to be a successor to Parent Guarantor as a result of such transactions and will only become a Parent Guarantor if it elects to expressly assume the Guarantee of Parent Guarantor, and New Parent Guarantor hereby expressly elects to assume the Guarantee of Parent Guarantor;

WHEREAS, Section 901 of the Indenture provides, among other things, that the Issuers, the Guarantors and the Trustee may amend the Indenture, the Notes of any series and any Guarantees of such Securities or any amended or supplemental indenture without the consent of any Holder of any Security “to provide for the assumption of the obligations of the Issuers or any Guarantors to the Holders of the Notes in the case of a merger or consolidation pursuant to Article VIII or Article XV” of the Indenture;

WHEREAS, pursuant to Article XV of the Indenture, the Issuers, the Guarantors, the New Parent Guarantor, DIRECTV and the Trustee have entered into this Seventh Supplemental Indenture for the purposes stated herein;

WHEREAS, the Issuers have requested that the Trustee execute and deliver this Seventh Supplemental Indenture; and

WHEREAS, the execution and delivery of this Seventh Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Seventh Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken.

Section 1. Definitions.

As used in this Seventh Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Seventh Supplemental Indenture refer to this Seventh Supplemental Indenture as a whole and not to any particular Section hereof.

Section 2. Assumption.

(b) Section 2(a) shall become effective on the date hereof at the Effective Time.

Section 3. Miscellaneous.

(a) Ratification of Indenture. All the provisions of this Seventh Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Seventh Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

(b) Headings. The headings of the Sections of this Seventh Supplemental Indenture are inserted for convenience of information and reference and shall not be deemed to be a part thereof.

(c) Counterparts. This Seventh Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

(d) Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Seventh Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

(e) Successors and Assigns. All covenants and agreements in this Seventh Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

(f) Separability. In case any one or more of the provisions contained the Indenture or this Seventh Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or this Seventh Supplemental Indenture, but the Indenture or this Seventh Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

(g) Benefits of Second Supplemental Indenture. Nothing in this Seventh Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy, or claim under this Seventh Supplemental Indenture.

(i) Governing Law. This Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

*******

IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be duly executed as of the date first above written.

		DIRECTV HOLDINGS LLC, as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV FINANCING CO., INC., as Issuer

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV CUSTOMER SERVICES, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV MERCHANDISING, INC.,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV ENTERPRISES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer

		LABC PRODUCTIONS, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV HOME SERVICES, LLC,
		as Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		DIRECTV,
		as Parent Guarantor

	By:	/s/ Fraser M. Woodford
		Name: Fraser M. Woodford
		Title: Assistant Treasurer


		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer


		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

	By:	/s/ Jonathan W. Glover
		Name: Jonathan W. Glover
		Title: Vice President

Exhibit 4.6

GUARANTEE

July 24, 2015

No director, owner, officer, employee, incorporator or stockholder of the Parent Guarantor or any of its Affiliates, as such, shall have any liability for any obligations of the Parent Guarantor or any of its Affiliates under this guarantee by reason of his or its status as such. This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer

Exhibit 4.7

GUARANTEE

July 24, 2015

No director, owner, officer, employee, incorporator or stockholder of the New Parent Guarantor or any of its Affiliates, as such, shall have any liability for any obligations of the New Parent Guarantor or any of its Affiliates under this guarantee by reason of his or its status as such. This Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer

Exhibit 4.8

GUARANTEE

July 24, 2015

Steam Merger Sub LLC, a Delaware limited liability company, and its successors under the Indenture, jointly and severally with any other Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together the “Issuers”) to the Holders or the Trustee all in accordance with the terms set forth in Article XV of the indenture, dated as of August 17, 2010 (the “Base Indenture”), as amended and supplemented by the first supplemental indenture, dated as of August 17, 2010 (the “First Supplemental Indenture”), as further amended and supplemented by the second supplemental indenture dated as of March 10, 2011 (the “Second Supplemental Indenture”), as further amended and supplemented by the third supplemental indenture, dated as of November 14, 2011(the “Third Supplemental Indenture”), as further amended and supplemented by the fourth supplemental indenture, dated as of November 14, 2011 (the “Fourth Supplemental Indenture”) and as further amended and supplemented by the fifth supplemental, dated as of July 24, 2015 (as so amended and supplemented, the “Indenture”) and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated.

No director, owner, officer, employee, incorporator or stockholder of the New Parent Guarantor or any of its Affiliates, as such, shall have any liability for any obligations of such Guarantor or any of its Affiliates under this guarantee by reason of his or its status as such. This Guarantee shall be binding upon the New Parent Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

THE TERMS OF ARTICLE XV OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer

Exhibit 4.9

GUARANTEE

July 24, 2015

THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer

Exhibit 4.10

GUARANTEE

July 24, 2015

Steam Merger Sub LLC, a Delaware limited liability company, and its successors under the Indenture, jointly and severally with any other Guarantors, hereby irrevocably and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together the “Issuers”) to the Holders or the Trustee all in accordance with the terms set forth in Article XV of the indenture, dated as of September 14, 2012 (the “Base Indenture”), as amended and supplemented by the first supplemental indenture, dated as of September 14, 2012 (the “First Supplemental Indenture”), as further amended and supplemented by the second supplemental indenture, dated as of January 15, 2013 (the “Second Supplemental Indenture”), as further amended and supplemented by the third supplemental indenture, dated as of May 20, 2013 (the “Third Supplemental Indenture”), as further amended and supplemented by the fourth supplemental indenture, dated as of November 20, 2013 (the “Fourth Supplemental Indenture”), as further amended and supplemented by the fifth supplemental indenture, dated as of May 20, 2014 (the “Fifth Supplemental Indenture”), as further amended and supplemented by the sixth supplemental indenture, dated as of December 11, 2014 (the “Sixth Supplemental Indenture”) and as further amended and supplemented by the seventh supplemental indenture, dated as of July 24, 2015 (as so amended and supplemented, the “Indenture”) and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated.

THE TERMS OF ARTICLE XV OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page to Follow]

		STEAM MERGER SUB LLC,
		as New Parent Guarantor

	By:	/s/ George B. Goeke
		Name: George B. Goeke
		Title: Assistant Treasurer

Exhibit 5.1

[AT&T Letterhead]

July 24, 2015

AT&T Inc.

208 S. Akard Street

Dallas, TX 75202

Dear Sirs:

With reference to the registration statement on Form S-3 (File No. 333-187350) (the “Registration Statement”) and the prospectus dated March 18, 2013, as supplemented by the prospectus supplement dated May 4, 2015 (the “Prospectus Supplement”), relating to the sale by AT&T Inc., a Delaware corporation (the “Corporation”), of up to 3,363,396 shares of common stock (the “Shares”), I am of the opinion that the terms of the sale of the Shares have been duly established in conformity with the Company’s certificate of incorporation and that the Shares have been validly issued and are fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the filing of the Prospectus Supplement referred to above and the related Current Report on Form 8-K and the making of the statements with respect to me which are set forth under the caption “Validity of Securities” in the prospectus forming a part of the Registration Statement referred to above.

In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

	Very truly yours,

	/s/ Wayne Watts
	Wayne Watts

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of AT&T Inc. (“AT&T”):

(1)	Registration Statement (Form S-8 No. 333-34062) pertaining to the Stock Savings Plan,

(2)	Registration Statement (Form S-8 No. 333-120894) pertaining to the AT&T Stock Purchase and Deferral Plan and Cash Deferral Plan,

(3)	Registration Statement (Form S-8 No. 333-129814) pertaining to the AT&T Savings Plan and certain other plans,

(4)	Registration Statement (Form S-3 No. 333-187350) of AT&T and the related Prospectuses,

(5)	Registration Statement (Form S-8 No. 333-135517) pertaining to the 2006 Incentive Plan,

(6)	Registration Statement (Form S-8 No. 333-139749) pertaining to the BellSouth Retirement Savings Plan and certain other BellSouth plans,

(7)	Registration Statement (Form S-8 No. 333-152822) pertaining to the AT&T Non-Employee Director Stock Purchase Plan,

(8)	Registration Statement (Form S-8 No. 333-173079) pertaining to the AT&T 2011 Incentive Plan,

(9)	Registration Statement (Form S-8 No. 333-188384) pertaining to the AT&T Stock Purchase and Deferral Plan and Cash Deferral Plan,

(10)	Registration Statement (Form S-8 No. 333-189789) pertaining to the AT&T Savings and Security Plan, the AT&T Puerto Rico Retirement Savings Plan, the AT&T Retirement Savings Plan, and the BellSouth Savings and Security Plan, and

(11)	Registration Statement (Form S-4 No. 333-188382) pertaining to the Registered Exchange Offer under the Registration Rights Agreement, dated December 17, 2012

of our reports dated February 24, 2015, relating to the consolidated financial statements and financial statement schedule of DIRECTV, appearing in the Annual Report on Form 10-K of DIRECTV incorporated by reference in this Form 8-K.

	/s/ Deloitte and Touche LLP
	Deloitte and Touche LLP

Los Angeles, California

July 24, 2015

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