Obligation ATT 3.5% ( USU04644CU90 ) en USD

ATT

100 % ▲

Etas-Unis

USU04644CU90 ( en USD )

3.5% par an ( paiement semestriel )

14/09/2053

Prospectus brochure de l'obligation AT&T USU04644CU90 en USD 3.5%, échéance 14/09/2053

2 000 USD

7 500 000 000 USD

U04644CU9

BBB ( Qualité moyenne inférieure )

N/A

15/09/2025 ( Dans 113 jours )

AT&T est une société américaine de télécommunications offrant des services de téléphonie fixe et mobile, d'internet haut débit et de télévision par câble, ainsi que des solutions d'entreprise.

L'Obligation émise par ATT ( Etas-Unis ) , en USD, avec le code ISIN USU04644CU90, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2053
L'Obligation émise par ATT ( Etas-Unis ) , en USD, avec le code ISIN USU04644CU90, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

2020/12/23
EX-4.2
EX-4.2 3 d16270dex42.htm EX-4.2
Exhibit 4.2
[Form of Note]
(FACE OF NOTE)
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS
OF A REGISTRATION RIGHTS AGREEMENT AMONG AT&T INC. AND THE DEALER MANAGERS NAMED THEREIN, DATED AS OF
SEPTEMBER 18, 2020. AT&T INC. WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT
CHARGE UPON WRITTEN REQUEST TO ITS PRINCIPAL PLACE OF BUSINESS.
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF REPRESENTS THAT IT IS (1) A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (2) NOT A U.S. PERSON AND IS ACQUIRING
ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF AT&T INC. THAT (A) PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III)
PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (IV) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
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EX-4.2
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (V) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (VI) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (A)(VI) ABOVE OR REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER THE TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTION.
UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF NOTES
WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE
144A THEREUNDER.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND
THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO AT&T INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

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2020/12/23
EX-4.2
AT&T INC.
3.500% Global Notes due 2053
CUSIP NO. U04644 CU9
ISIN NO. USU04644CU90
No. S-[·]
$500,000,000
AT&T Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called "AT&T", which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Five Hundred Million Dollars ($500,000,000) on September 15, 2053 (the "Maturity Date"), and to pay interest on said principal sum
from September 18, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on
March 15 and September 15 in each year, commencing on March 15, 2021 (each an "Interest Payment Date") and on the Maturity Date, at the interest
rate of 3.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the close of business on the
fifteenth day preceding the respective Interest Payment Date (each, a "Regular Record Date"). Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Any money that AT&T deposits with the Trustee or its Paying Agent for the payment of principal or any interest on this Note that remains
unclaimed for two years after the date upon which the principal and interest are due and payable, will be repaid to AT&T upon AT&T's request unless
otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only
from AT&T.
If the Notes are issued in definitive form, payment of the principal and interest on this Note due at the Maturity Date or upon redemption will be
made at the Maturity Date or upon redemption, as the case may be, upon presentation of this Note, in immediately available funds, at the office of The
Bank of New York Mellon Trust Company, N.A., the Paying and Transfer Agent and Registrar for the Notes, currently located at 601 Travis Street, 16th
Floor, Houston, Texas 77002.

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EX-4.2
Payment of interest on this Note due on an Interest Payment Date, other than interest at maturity or upon redemption, may be paid by check
mailed to the address of the Holder entitled thereto as such address shall appear in the Note register. Notwithstanding the foregoing, (1) the Depository
as Holder of the Notes or (2) a Holder of more than U.S.$5,000,000 in aggregate principal amount of Notes in definitive form is entitled to require the
Paying Agent to make payments of interest, other than interest due at maturity or upon redemption, by wire transfer of immediately available funds into
an account maintained by the Holder in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the
instructions not less than ten days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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EX-4.2
IN WITNESS WHEREOF, AT&T INC. has caused this instrument to be signed in its corporate name, manually or by facsimile, by its duly
authorized officers and has caused its corporate seal to be imprinted hereon.
Dated: September 18, 2020
AT&T INC.
[SEAL]

By: George B. Goeke

Senior Vice President and Treasurer
By: Jeston B. Dumas

Vice President and Assistant Treasurer
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EX-4.2
Trustee's Certificate of Authentication
This is one of the 3.500% Global Notes due 2053
of the series designated herein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:

Dated: September 18, 2020
Authorized Signatory

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REVERSE OF NOTE
This Note is one of a duly authorized issue of debt securities of AT&T of the series specified on the face hereof, issued under and pursuant to an
Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee," which term
includes any successor Trustee under the Indenture), to which indenture and all indentures supplemental thereto (collectively, the "Indenture") reference
is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, AT&T and the Holders
of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes will be issued in fully registered form only
and in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. This Note is one of the series of Regulation S Notes designated on
the face hereof initially limited in aggregate principal amount to $767,899,000.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
AT&T and the rights of the Holders of the Notes under the Indenture at any time by AT&T and the Trustee with the consent of the Holders of a majority
in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time outstanding to waive compliance by AT&T with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of AT&T, which is
absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
Registrar and Paying Agent
AT&T shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of
transfer or exchange ("Registrar") and an office or agency where Notes may be presented for payment or for exchange ("Paying Agent"). AT&T has
initially appointed the Trustee, The Bank of New York Mellon Trust Company, N.A., as its Registrar and Paying Agent. AT&T may vary or terminate
the appointment of any of its paying or transfer agencies, and may appoint additional paying or transfer agencies.
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EX-4.2
Optional Redemption by AT&T
The Notes may be redeemed at any time prior to March 15, 2053, as a whole or in part, at AT&T's option, at any time and from time to time on at
least 10 days', but not more than 40 days', prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the registered address of
each Holder of the Notes. The redemption price will be calculated by AT&T and will be equal to the greater of (i) 100% of the principal amount of the
Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date,
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below)
plus 35 basis points. The Notes may be redeemed at any time on or after March 15, 2053, as a whole or in part, at AT&T's option, at any time and from
time to time on at least 10 days', but not more than 40 days', prior notice mailed (or otherwise transmitted in accordance with DTC procedures) to the
registered address of each Holder of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. AT&T will
calculate the redemption price. In each case, accrued but unpaid interest will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date for the Notes, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, as determined by AT&T or an Independent
Investment Banker appointed by AT&T.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such
Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by AT&T.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such
redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if AT&T obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by AT&T, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to AT&T by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption
date.
"Reference Treasury Dealer" means each of Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA
LLC and RBC Capital Markets, LLC and their respective affiliates and, at the option of AT&T, one other nationally recognized investment banking firm
that is a primary U.S. Government Securities dealer in the United States (each, a "Primary Treasury Dealer"); provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, AT&T will substitute therefor another Primary Treasury Dealer.

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"Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of principal and interest
on the Note that would be due after the related redemption date through the par call date for the Notes but for the redemption, assuming the Notes
matured on the par call date (not including any portion of payments of interest accrued as of the redemption date). If that redemption date is not an
Interest Payment Date with respect to the Note, the amount of the next succeeding scheduled interest payment on the Note will be reduced by the
amount of interest accrued on the Note to the redemption date.
On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless AT&T
defaults in the payment of the redemption price and accrued interest. On or before the redemption date, AT&T will deposit with its Paying Agent or the
Trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.
Any redemption or notice may, at the discretion of AT&T, be subject to one or more conditions precedent and, at the discretion of AT&T, the
redemption date may be delayed until such time as any or all such conditions precedent included at the discretion of AT&T shall be satisfied (or waived
by AT&T) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the discretion of AT&T
shall not have been satisfied (or waived by AT&T).
In the case of any partial redemption, selection of the Notes to be redeemed will be made in accordance with applicable procedures of DTC.
Registration Rights
In addition to the rights set forth under the Indenture, Holders of the Notes will enjoy all the rights and be subject to all of the obligations set forth
in the Registration Rights Agreement, dated as of September 18, 2020 (the "Registration Rights Agreement"), between the Company and Barclays
Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, BBVA Securities Inc.,
BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerz Markets LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc.,
Santander Investment Securities Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, ANZ Securities, Inc., CIBC World Markets
Corp., Intesa Sanpaolo IMI Securities Corp., Regions Securities LLC, EA Markets Securities LLC, Academy Securities, Inc., American Veterans Group,
PBC, AmeriVet Securities, Inc., Apto Partners, LLC, Bancroft Capital, LLC, Blaylock Van, LLC, Cabrera Capital Markets, LLC, CastleOak Securities,
L.P., C.L. King & Associates, Inc., Drexel Hamilton, LLC, Great Pacific Securities, Loop Capital Markets LLC, MFR Securities, Inc., Mischler
Financial Group, Inc., Multi-Bank Securities, Inc., Penserra Securities LLC, R. Seelaus & Co., LLC, Roberts & Ryan Investments Inc., Samuel A.
Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC, Stern Brothers & Co. and Telsey Advisory Group LLC, including the right to receive
Additional Interest upon the occurrence of certain Registration Defaults (as described in the Registration Rights Agreement).

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EX-4.2
Payment of Additional Amounts
AT&T will, subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts ("Additional
Amounts") as are necessary so that the net payment by AT&T or its Paying Agent of the principal of and interest on this Note to a person that is a United
States Alien, after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in
respect of this Note had no withholding or deduction been required. As used herein, "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.
The foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor,
beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, or a person holding a power over an estate
or trust administered by a fiduciary holder:
(a) is or was present or engaged in a trade or business in the United States, has or had a permanent establishment in the United States,
or has any other present or former connection with the United States or any political subdivision or taxing authority thereof or therein;
(b) is or was a citizen or resident or is or was treated as a resident of the United States;
(c) is or was a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or is or was a corporation that has accumulated earnings to avoid United States federal
income tax;
(d) is or was a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"); or
(e) is or was an actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of AT&T
entitled to vote;

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