Amendment No. 3 to Deposit AgreementDeposit Agreement • February 8th, 2007 • Telefonica S A • Telephone communications (no radiotelephone) • New York
GUARANTEEGuarantee • March 1st, 2019 • Telefonica S A • 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 Vía, 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 (the “Indenture”)), 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 Indenture and 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 unsu
SUBSCRIPTION AGREEMENT Dated as of October 17, 2002 By and among TELEFÓNICA MÓVILES, S.A., PORTUGAL TELECOM, SGPS, S.A., PT MÓVEIS, SGPS, S.A., and BRASILCEL B.V. In relation to BRASILCEL B.V.Subscription Agreement • January 31st, 2005 • Telefonica S A • Telephone communications (no radiotelephone)
TELEFÓNICA MÓVILES, S.A., a corporation duly organised, existing and established in accordance with the laws of the Kingdom of Spain, (“Spain”), with head offices at Goya 24, Madrid, Spain, represented herein in accordance with its bylaws (“TEM”);
CHINESE ACADEMY OF SCIENCES HOLDINGS CO., LTD. AND TELEFÓNICA INTERNACIONAL, S.A. SHARE PURCHASE AGREEMENT FOR THE PURCHASE OF SHARES IN CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITEDShare Purchase Agreement • September 22nd, 2008 • Telefonica S A • Telephone communications (no radiotelephone) • Hong Kong
This option agreement (the “Agreement”) is entered into on 11th January 2010 BY AND BETWEENOption Agreement • January 27th, 2010 • Telefonica S A • Telephone communications (no radiotelephone)
AMENDMENT TO SHAREHOLDERS AGREEMENT AND TO BYLAWSShareholder Agreement • November 26th, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
VOLKSFÜRSORGE DEUTSCHE LEBENVERSICHERUNG A.G., a German company with registered office at Hamburg (Germany), an der Alster n. 57-63;
TELEFÓNICA EMISIONES, S.A.U. (a company with limited liability organized under the laws of The Kingdom of Spain) 3.992% Fixed Rate Senior Notes due 2016 5.462% Fixed Rate Senior Notes due 2021 unconditionally and irrevocably guaranteed by TELEFÓNICA,...Underwriting Agreement • February 16th, 2011 • Telefonica S A • Telephone communications (no radiotelephone) • New York
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”, and the related prospectus (including the Incorporated Documents) dated May 8, 2009 relating to the Shelf Securities is hereinafter referred to as the “Basic Prospectus”. The Basic Prospectus, as supplemented by the Preliminary Prospectus Supplement, together with the free writing prospectuses identified as Numbers 1 and 2 on Schedule II to the Underwriting Agreement and attached as Exhibits 1 and 2 to Schedule III to the Underwriting Agreement for the Securities are hereinafter called the “Disclosure Package”. The Basic Prospectus, as supplemented by the Prospectus Supplement,
FORM OF OPTION AGREEMENTOption Agreement • December 19th, 2013 • Telefonica S A • Telephone communications (no radiotelephone)
Reference is made to your letter dated 27 November 2013, with which you propose an offer for us to execute an Option Agreement, the contents of which we reproduce in full below:
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).
TELEFÓNICA EMISIONES, S.A.U. (a company with limited liability organized under the laws of the Kingdom of Spain) unconditionally and irrevocably guaranteed by TELEFÓNICA, S.A. (a company with limited liability organized under the laws of the Kingdom...Underwriting Agreement • March 8th, 2017 • Telefonica S A • Telephone communications (no radiotelephone) • New York
Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Company”), proposes to issue and sell to the underwriters (the “Underwriters”) named in Schedule I to this underwriting agreement (the “Agreement”), for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. are acting as representative(s) (the “Representative(s)”), $1,500,000,000 aggregate principal amount of 4.103% Fixed Rate Senior Notes due 2027 (the “4.103% Fixed Rate Senior Notes”) and $2,000,000,000 aggregate principal amount of 5.213% Fixed Rate Senior Notes due 2047 (the “5.213% Fixed Rate Senior Notes,” and together with the 4.103% Fixed Rate Senior Notes, the “Designated Securities”) on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities) dated a
AMENDMENT TO THE CO-INVESTMENT AGREEMENT AND SHAREHOLDERS AGREEMENTCo-Investment Agreement and Shareholders Agreement • November 1st, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
Volksfürsorge Deutsche Lebenversicherung A.G., a German company with registered office at Hamburg (Germany), an der Alster n. 57-63;
DATED September 6, 2009 CHINA UNICOM (HONG KONG) LIMITED AND TELEFÓNICA S.A. SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2009 • Telefonica S A • Telephone communications (no radiotelephone) • Hong Kong
SHAREHOLDERS AGREEMENT Dated as of October 17, 2002 Amended as noted for the purposes of this filing as of December 3, 2004 By and among TELEFÓNICA MÓVILES, S.A., PORTUGAL TELECOM, SGPS, S.A., PT MÓVEIS, SGPS, S.A., and BRASILCEL B.V., in relation to...Shareholders Agreement • January 31st, 2005 • Telefonica S A • Telephone communications (no radiotelephone)
TELEFÓNICA MÓVILES, S.A., a corporation duly organized, existing and established in accordance with the laws of the Kingdom of Spain (“Spain”), with head offices at Goya 24, Madrid, Spain, represented herein in accordance with its bylaws (“TEM”);
Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. STRATEGIC ALLIANCE FRAMEWORK AGREEMENT signed by TERRA NETWORKS, S.A. and...Strategic Alliance Framework Agreement • June 30th, 2003 • Telefonica S A • Telephone communications (no radiotelephone)
Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein.
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).
SEVENTH 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 February 16, 2011 FIXED RATE SENIOR NOTES DUE 2021Seventh Supplemental Indenture • February 16th, 2011 • Telefonica S A • Telephone communications (no radiotelephone) • New York
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).
Agreement of Joint FilingJoint Filing Agreement • June 27th, 2003 • Telefonica S A • Telephone communications (no radiotelephone)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
FIRST SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Transfer Agent, Registrar and Paying Agent March 1, 2019 FIXED RATE SENIOR NOTES DUE 2049First Supplemental Indenture • March 1st, 2019 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 1, 2019, 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, transfer agent, registrar (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).
STOCK PURCHASE AGREEMENT BY AND AMONG TELEFÓNICA MÓVILES, S.A., EACH OF THE ENTITIES LISTED ON SCHEDULE I HERETO, AND BELLSOUTH CORPORATION (for purposes of the Sections and Articles identified in the Preamble only) Dated as of March 5, 2004Stock Purchase Agreement • July 9th, 2004 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS AGREEMENT is made as of the 5th day of March, 2004, by and among Telefónica Móviles, S.A., a corporation organized under the laws of the Kingdom of Spain (“Purchaser”), each of the entities listed on Schedule I, each of which is organized under the laws of the jurisdiction set forth opposite its name on Schedule I (each, a “Seller” and collectively, the “Sellers”) and, for purposes of Sections 3.1(e), 6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26, 6.38, 6.40, 8.2 and 8.3 and Articles X, XI and XII only, BellSouth Corporation, a corporation organized under the laws of the State of Georgia (“Seller Parent”). Certain capitalized terms used herein are defined in Article I.
BY AND BETWEENShareholder Agreement • November 1st, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
NOW, THEREFORE, in consideration of the foregoing premises which together with the Annexes of this Shareholders’ Agreement are an essential part hereof, the Parties hereby,
AGREEMENT FOR THE SALE AND PURCHASE OF THE TOWERS LATAM DIVISION OF TELXIUS TELECOM, S.A. between TELXIUS TELECOM, S.A. as Seller AMERICAN TOWER INTERNATIONAL, INC. as Buyer and AMERICAN TOWER INTERNATIONAL, INC. as Guarantor Madrid, 13 January 2021Agreement for the Sale and Purchase of the Towers Latam Division of Telxius Telecom, s.A. • February 25th, 2021 • Telefonica S A • Telephone communications (no radiotelephone)
Dated 24 March 2015 TELEFONICA S.A. (the Vendor) and HUTCHISON 3G UK INVESTMENTS LIMITED (the Purchaser) and HUTCHISON 3G UK HOLDINGS (CI) LIMITED (MergeCo) AGREEMENT for the sale and purchase of the entire issued share capital of TELEFONICA EUROPE PLCShare Purchase Agreement • February 26th, 2016 • Telefonica S A • Telephone communications (no radiotelephone)
TELEFÓNICA INTERNACIONAL, S.A.U. AND CHINA NETCOM GROUP CORPORATION (BVI) LIMITED SHARE PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN CHINA UNICOM (HONG KONG) LIMITEDShare Purchase Agreement • June 13th, 2012 • Telefonica S A • Telephone communications (no radiotelephone) • Hong Kong
FIRST 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 FIXED RATE SENIOR NOTES DUE 2015Supplemental Indenture • July 2nd, 2009 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [ • ], 2009, among Telefónica Emisiones, S.A.U., a sociedad anónima 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).
Stock Purchase Agreement and Other Covenants by and among Vivendi S.A. Societe d’Investissements et de Gestion 72 S.A. and Societe d’Investissements et de Gestion 108 SAS as Sellers, Telefônica Brasil S.A. as Purchaser, and GVT Participações S.A. and...Stock Purchase Agreement • February 27th, 2015 • Telefonica S A • Telephone communications (no radiotelephone)
This Stock Purchase Agreement and Other Covenants (“Agreement”) is made and entered into on September 19, 2014 (“Effective Date”), by and among:
CALL OPTION AGREEMENTCall Option Agreement • November 26th, 2007 • Telefonica S A • Telephone communications (no radiotelephone)
(including but not limited to voting rights) is taken by the Board of Directors of Telco with a simple majority resolution as provided for by Clause 1.2(bb) of the Shareholders’ Agreement and TE is a Dissenting Shareholder, then TE shall have the option, at its exclusive discretion, to buy from Telco or O (as the case may be) the O or TI shares at the same price and conditions offered by the third party offering to acquire such TI or O shares (the “Call Option”), in which case the parties to the Shareholders Agreement shall be bound to cause Telco or O (as the case may be) to sell the relevant O or TI shares to TE pursuant to the Call Option;
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 2020Fifth Supplemental 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).
DATED 7 MAY 2020 Telefonica O2 Holdings Limited and TELEFÓNICA, S.A. and Liberty Global Europe 2 Limited and Liberty Global PLC and Liberty Global HOLDCO LIMITED CONTRIBUTION AGREEMENT relating to the contribution of shares in Virgin Media Inc. and O2...Contribution Agreement • February 25th, 2021 • Telefonica S A • Telephone communications (no radiotelephone) • England and Wales
Schedule 1 (Conditions to Completion) Schedule 2 (Completion arrangements) Schedule 3 (Warranties) Schedule 4 (Limitations on the Sellers' liability) Schedule 5 (Conduct of business before Completion) Schedule 6 (Separation principles) Schedule 7 (Treasury Definitions) Schedule 8 (Colocation Services) Schedule 9 (Specific indemnities) Schedule 10 (Post-Completion financial adjustments) Schedule 11 (Financial adjustments: amounts) Schedule 12 (Pensions) Schedule 13 (Spectrum) Schedule 14 (Treasury Principles) Attachment 1 (Basic information about the Telefonica Target Company) Attachment 2 (Basic information about the Liberty Global Target Company) Attachment 3 (Liberty Global Ireland Group) Attachment 4 (Continuing Liberty Global Intra-Group Agreements)
Joint Filing AgreementJoint Filing Agreement • September 22nd, 2008 • Telefonica S A • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.04 per share, of China Netcom Group Corporation (Hong Kong) Limited, a corporation organized under the laws of Hong Kong, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SHARE PURCHASE AGREEMENT FOR THE PURCHASE OF SHARES IN CHINA NETCOM GROUP CORPORATION (HONG KONG) LIMITEDShare Purchase Agreement • October 24th, 2008 • Telefonica S A • Telephone communications (no radiotelephone) • Hong Kong
SHAREHOLDERS AGREEMENT Dated as of October 17, 2002 By and among TELEFÓNICA MÓVILES, S.A., PORTUGAL TELECOM, SGPS, S.A., PT MÓVEIS, SGPS, S.A., and BRASILCEL B.V., in relation to BRASILCEL B.V.Shareholder Agreement • June 30th, 2003 • Telefonica S A • Telephone communications (no radiotelephone)
Pages where confidential teatment has been requested are stamped ‘Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission’, and the confidential section has been marked with a star (*).
EXHIBIT 1 --------- Agreement of Joint Filing ------------------------- In accordance with rule 13d-1 (f), promulgated under the Securities Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of...Joint Filing Agreement • June 27th, 2003 • Telefonica S A • Telephone communications (no radiotelephone)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
AGREEMENTPartnership Agreements • March 24th, 2015 • Telefonica S A • Telephone communications (no radiotelephone)
• TELEFÓNICA S.A., a Spanish company with registered office at 28013, Madrid, Gran Via no. 28, Spain, tax code A-28/015865, enrolled with the Registro Mercantil of Madrid, tomo 152 de Sociedades, folio 122, hoja número 5.083, inscripción 1ª (“TE”);
AMENDMENT DEED TO THE CALL OPTIONCall Option Amendment • November 23rd, 2009 • Telefonica S A • Telephone communications (no radiotelephone)
Allen & Overy LLP TAX CERTIFICATION AGENCY AGREEMENT Between TELEFÓNICA EMISIONES, S.A.U. as Issuer TELEFÓNICA, S.A. as Guarantor and ACUPAY SYSTEM LLC as Tax Certification Agent and JPMORGAN CHASE BANK, N.A. as Paying Agent and Calculation AgentTax Certification Agency Agreement • June 20th, 2006 • Telefonica S A • Telephone communications (no radiotelephone) • New York
