GuaranteeTelefonica S A • February 16th, 2011 • 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
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 2021Supplemental 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).
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,...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,
