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Exhibit
4-c
GUARANTEE
UNDERTAKING
OF
SBC
COMMUNICATIONS, INC.
I,
the Assistant Treasurer of SBC Communications Inc. (the
"Corporation"), pursuant to the authority granted to me in the
Schedule of Authorizations of the Corporation, dated as of
December 19, 1997, hereby undertake on behalf of the
Corporation for the benefit of the respective holders of the
Debt Securities (as defined below), as follows:
(1)
The Corporation hereby unconditionally and irrevocably
guarantees the punctual and full payment of all amounts
payable by each of Pacific Bell ("PacBell") and Southwestern
Bell Telephone Company ("SWBell") under each of the
outstanding Debt Securities 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 each
Debt Security and of each indenture under which such security
was issued) (the "Guarantee").
(2)
The Guarantee with respect to each outstanding Debt Security
will continuously remain in effect until the entire principal
of (and premium, if any) and interest, if any, on such Debt
Security shall have been paid in full.
(3)
The Guarantee will constitute the direct, absolute and
unconditional, unsubordinated and
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