Common use of Creation of Designated Clause in Contracts

Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 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 14 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 Section 2.14. Maintenance of Tax Certification Procedures 15 Section 2.15 USA Patriot Act 15 Section 2.16 Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 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).

Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 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 14 13 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 14 Section 2.14. Maintenance of Tax Certification Procedures 15 14 Section 2.15 2.15. Certificated Securities 14 Section 2.16. USA Patriot Act 15 Section 2.16 2.17. Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 THIS FIFTH SEVENTH SUPPLEMENTAL INDENTURE, dated as of April 26February 16, 20102011, 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 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 6 Section 2.03. Payment of Principal 7 Section 2.04. Interest and Interest Rate 7 Section 2.05. Paying Agent 8 7 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 14 12 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 13 Section 2.14. Maintenance of Tax Certification Procedures 15 Section 2.15 USA Patriot Act 15 Section 2.16 Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 13 THIS FIFTH SIXTH SUPPLEMENTAL INDENTURE, dated as of April 26July 2, 20102007, 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(as successor to JPMorgan Chase Bank, N.A.), a banking association organized and existing under the laws of the State of New York banking corporationYork, 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 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 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 12 Section 2.09. Security Certificates 11 12 Section 2.10. Defeasance and Covenant Defeasance 12 Section 2.11. Additional Amounts 12 13 Section 2.12. Redemption 14 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 Section 2.14. Maintenance of Tax Certification Procedures 15 Section 2.15 USA Patriot Act 15 Section 2.16 Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 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).

Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 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 Certificates. 11 Section 2.10. Defeasance and Covenant Defeasance 12 Section 2.11. Additional Amounts 12 Section 2.12. Redemption 14 13 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 14 Section 2.14. Maintenance of Tax Certification Procedures 15 14 Section 2.15 2.15. USA Patriot Act 15 14 Section 2.16 2.16. Additional Rights 15 14 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 THIS FIFTH 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).

Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 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 14 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 Section 2.14. Maintenance of Tax Certification Procedures 15 Section 2.15 2.15. USA Patriot Act 15 14 Section 2.16 2.16. Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 THIS FIFTH 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).

Creation of Designated. Securities 6 Section 2.02. Limitation on Aggregate Principal Amount of Designated Securities 7 6 Section 2.03. Payment of Principal 7 6 Section 2.04. Interest and Interest Rate 7 6 Section 2.05. Paying Agent 8 7 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 14 12 Section 2.13. Applicable Procedures and Tax Certification Procedures 15 13 Section 2.14. Maintenance of Tax Certification Procedures 15 Section 2.15 USA Patriot Act 15 Section 2.16 Additional Rights 15 EXHIBIT A Form of Security Certificate Representing Designated Securities A-1 13 THIS FIFTH SEVENTH SUPPLEMENTAL INDENTURE, dated as of April 26July 2, 20102007, 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(as successor to JPMorgan Chase Bank, N.A.), a banking association organized and existing under the laws of the State of New York banking corporationYork, as trustee (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).