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
Contract Type FiledApril 26th, 2010 Company Industry JurisdictionTHIS 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).
FORM OF 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 [•], 2010 FIXED RATE SENIOR NOTES DUE 2020Fifth Supplemental Indenture • April 19th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York
Contract Type FiledApril 19th, 2010 Company Industry JurisdictionTHIS FIFTH SUPPLEMENTAL INDENTURE, dated as of April [•], 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).