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The Revolving Credit Agreement contains covenants that are customary for an issuer with an investment grade senior debt credit rating, as well as a net debt-to-EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in the Revolving Credit Agreement) financial ratio covenant that AT&T will maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.5 to 1 of:

(A) all items that would be treated under accounting principles generally accepted in the United States (GAAP) as specified in the Revolving Credit Agreement as indebtedness on AT&T's consolidated balance sheet minus the amount by which the sum of (i) 100% of unrestricted cash and cash equivalents held by AT&T and its subsidiaries in the United States, and funds available on demand by AT&T and its subsidiaries in the United States (including but not limited to time deposits), and (ii) 65% of unrestricted cash and cash equivalents held by AT&T and its subsidiaries outside of the United States, exceeds $2 billion in the aggregate, to

(B) the net income of AT&T and its consolidated subsidiaries, determined on a consolidated basis for the four quarters then ended in accordance with GAAP, adjusted to exclude the effects of (a) gains or losses from discontinued operations, (b) any extraordinary or other non-recurring non-cash gains or losses (including non-cash restructuring charges), (c) accounting changes including any changes to Accounting Standards Codification 715 (or any subsequently adopted standards relating to pension and postretirement benefits) adopted by the Financial Accounting Standards Board after the date of the Revolving Credit Agreement, (d) interest expense, (e) income tax expense or benefit, (f) depreciation, amortization and other non-cash charges (including actuarial gains or losses from pension and postretirement plans), (g) interest income, (h) equity income and losses and (i) other non-operating income or expense. In the event AT&T makes a material acquisition or a material disposition (each as defined in the Revolving Credit Agreement) during the relevant four quarter period, pro forma effect will be given to such material acquisition or material disposition, as if such material acquisition or material disposition occurred on the first day of such period.

Events of default under the Revolving Credit Agreement, which would result in the acceleration or permit the lenders to accelerate, as applicable, required payment and which would increase the Applicable Margin for Eurocurrency Rate Advances and the Applicable Margin for Base Advances by 2.00% per annum, whether automatically or upon the request of the requisite lenders, as applicable, include the following:

●	Failure to pay principal or interest, fees or other amounts under the Revolving Credit Agreement beyond any applicable grace period,

●	Material breaches of representations and warranties in the Revolving Credit Agreement,

●	Failure to comply with the preservation of corporate existence, visitation rights or reporting requirements specified under the Revolving Credit Agreement,

●	Failure to comply with the negative covenants or the net debt-to-EBITDA ratio covenant described above,

●	Failure to comply with other covenants under the Revolving Credit Agreement for a specified period after notice,

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(1) Failure to pay when due other debt of $750 million after any applicable grace period, (2) the occurrence of any other event or condition under any agreement or instrument related to such other debt if the effect is to accelerate the maturity of such other debt or (3) the declaration of any such other debt to be due and payable prior to the stated maturity thereof or required to be prepaid or redeemed, purchased or defeased or an offer to prepay, redeem, purchase or defease is required to be made prior to the stated maturity thereof (clauses (2) and (3) are commonly referred to as "cross-acceleration"), except that no debt of a person that is merged into or consolidated with AT&T or any subsidiary of AT&T or that becomes a subsidiary of AT&T is covered by this cross-acceleration provision for a period of 90 days after the date that such other debt becomes debt of AT&T or any of its subsidiaries, and cross-acceleration does not apply to any prepayment or similar event resulting from a voluntary notice of prepayment or similar action,

●	Commencement by a creditor of enforcement proceedings within a specified period after a money judgment of $750 million or more has become final unless such claim is otherwise insured,

●	Acquisition by any person or group of beneficial ownership of more than 50% of AT&T common shares or a change of more than a majority of AT&T's directors in any 24-month period other than as elected by the remaining directors (commonly referred to as a "change in control"),

●	Failure by AT&T or certain affiliates to make certain minimum funding payments under the Employee Retirement Income Security Act of 1974, and

●	Specified events of bankruptcy or insolvency.

The description of the Revolving Credit Agreement contained in this item 2.03 does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, which is incorporated by reference as Exhibit 10 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 11, 2015, in connection with the execution of the Revolving Credit Agreement, AT&T and the lenders terminated their obligations under the existing revolving $3 billion credit agreement with Citibank, N.A. as administrative agent.