0000950123-09-019930 Sample Contracts

Guarantee

Guarantee • July 2nd, 2009 • Telefonica S A • Telephone communications (no radiotelephone)

• Contract Type
  Guarantee
• Filed
  July 2nd, 2009
• Company
  Telefonica S A
• Industry
  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

TELEFÓNICA EMISIONES, S.A.U. (a company with limited liability organized under the laws of The Kingdom of Spain) 4.949% Fixed Rate Notes due January 15, 2015 5.877% Fixed Rate Notes due July 15, 2019 unconditionally and irrevocably guaranteed by...

Underwriting Agreement • July 2nd, 2009 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 2nd, 2009
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

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 2015

Supplemental Indenture • July 2nd, 2009 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Supplemental Indenture
• Filed
  July 2nd, 2009
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  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).

SECOND 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 2019

Second Supplemental Indenture • July 2nd, 2009 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Second Supplemental Indenture
• Filed
  July 2nd, 2009
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS SECOND 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).