Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 6 Section 2.03. Payment of Principal 7 Section 2.04. Interest and Interest Rate 7 Section 2.05. Paying Agent 8 Section 2.06. Place of Payment 11 Section 2.07. Denominations 11 Section 2.08. Listing 11 Section 2.09. Security Certificates 11 Section 2.10. Defeasance and Covenant Defeasance 12 Section 2.11. Additional Amounts 12 Section 2.12. Redemption 13 Section 2.13. Applicable Procedures and Tax Certification Procedures 14 Section 2.14. Maintenance of Tax Certification Procedures 14 Section 2.15. Certificated Securities 14 Section 2.16. USA Patriot Act 15 Section 2.17. Additional Rights 15 THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 16, 2011, among Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).
Creation of Designated. Securities There is hereby created a new series of Securities to be issued under the Indenture, to be designated as “5.350% Senior Notes due 2034” (the “Designated Securities”). Section 3.2 Aggregate Principal Amount of Designated Securities The aggregate principal amount of the Designated Securities shall initially be limited to $500,000,000 (except for Designated Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Designated Securities pursuant to Sections 2.4, 3.6, 3.7, 3.10, 10.6 or 14.3 of the Base Indenture and except for any Designated Securities which, pursuant to Section 3.3 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture) (the “Initial Designated Securities”).The Company may create and issue an unlimited amount of additional Designated Securities from time to time, without notice to or the consent of the Holders of the Designated Securities, having the same terms and conditions in all material respects as the related Initial Designated Securities (“Additional Designated Securities”). Any Additional Designated Securities shall be consolidated with and form a single class with the related Initial Designated Securities and have the same terms as to status, redemption or otherwise as the related Initial Designated Securities. Any Additional Designated Securities issued with the same CUSIP, ISIN or other identifying number as that of the related Initial Designated Securities shall be fungible for U.S. federal income tax purposes. The period of any resale restriction applicable to the Initial Designated Securities offered and sold in reliance on Rule 144A may be extended to the last day of the period of any resale restrictions imposed on any such Additional Designated Securities that are issued with the same
Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 6 Section 2.03. Payment of Principal 7 Section 2.04. Interest and Interest Rate 7 Section 2.05. Calculation Agent 8 Section 2.06. Paying Agent 12 Section 2.07. Place of Payment 15 Section 2.08. Denominations 15 Section 2.09. Listing 15 Section 2.10. Security Certificates 15 Section 2.11. Defeasance and Covenant Defeasance 16 Section 2.12. Additional Amounts 16 Section 2.13. Redemption 16
Creation of Designated. Securities There is hereby created a new series of Securities to be issued under the Indenture, to be designated as “3.919% Senior Notes due 2028” (the “Designated Securities”).
