GuaranteeTelefonica S A • April 26th, 2010 • Telephone communications (no radiotelephone)
For value received, Telefónica, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, having its registered office at Gran Via, 28, 28013 Madrid, Spain (herein called the “Guarantor” which term includes any successor Person under the Indenture referred to in each Security Certificate representing the Securities of any series upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holders of the Securities of any series represented by each Security Certificate upon which this Guarantee is endorsed and to the Trustee, in its individual and trust capacities, and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest and all other amounts due under the Securities of any such series when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, on an unsubordinated and unconditional basis a
FIFTH SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent April 26, 2010 FIXED RATE SENIOR NOTES DUE 2020Supplemental Indenture • April 26th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of April 26, 2010, 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).
TELEFÓNICA EMISIONES, S.A.U. (a company with limited liability organized under the laws of The Kingdom of Spain) 2.582% Fixed Rate Notes due April 26, 2013 3.729% Fixed Rate Notes due April 27, 2015 5.134% Fixed Rate Notes due April 27, 2020...Underwriting Agreement • April 26th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York
preparation of the preliminary prospectus supplement dated April 12, 2010 (the “Preliminary Prospectus Supplement”) relating to the Securities, the free writing prospectuses, each dated April 12, 2010, identified as Numbers 1, 2, 3 and 4 in Schedule II to the Underwriting Agreement and attached to Schedule III to the Underwriting Agreement and the prospectus supplement dated April 12, 2010, relating to the Securities (the “Prospectus Supplement”). The registration statement became effective under the Act and the Base Indenture qualified under the Trust Indenture Act of 1939, as amended, upon the filing of the registration statement with the Commission on May 8, 2009 pursuant to Rule 462(e). The registration statement at the date of the Underwriting Agreement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement”,
FOURTH SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent April 26, 2010 FIXED RATE SENIOR NOTES DUE 2015Fourth Supplemental Indenture • April 26th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of April 26, 2010, 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).
THIRD SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent April 26, 2010 FIXED RATE SENIOR NOTES DUE 2013Third Supplemental Indenture • April 26th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 26, 2010, 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).
