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EXHIBIT 4.3
GUARANTEE UNDERTAKING
OF
THE ASSISTANT TREASURER
OF
AT&T INC.
I, Charles P. Allen, the Assistant Treasurer of AT&T Inc.
(the
"Corporation"), pursuant to the authority granted to me in the
Schedule of
Authorizations of the Corporation, dated as of November 18, 2005,
hereby
undertake on behalf of the Corporation for the benefit of the
respective holders
of the Subject Debt Security (as defined below), as follows:
(1)
The Corporation hereby unconditionally and irrevocably guarantees
the
punctual and full payment of all amounts payable by BellSouth Corp.
under
the
outstanding Subject Debt Security as and when the same shall become
due
and
payable (whether at stated maturity, by declaration of
acceleration,
call
for redemption, repayment at the option of the holder or otherwise,
in
accordance with the terms of the Subject Debt Security and of the
indenture
under which such security was issued) (the "Guarantee").
(2)
The Guarantee with respect to the outst
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