Second Supplemental Indenture among Telefónica Emisiones, S.A.U., as Issuer, Telefónica, S.A., as Guarantor and JPMorgan Chase Bank, N.A., as Trustee and Paying Agent June 20, 2006 Fixed Rate Senior Notes due 2011Telefonica S A • June 20th, 2006 • Telephone communications (no radiotelephone) • New York
This Second Supplemental Indenture, dated as of June 20, 2006, 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 JPMorgan Chase Bank, N.A., a national banking association organized and existing under the laws of the United States of America, 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) Floating Rate Notes due 2009 Fixed Rate Notes due 2011 Fixed Rate Notes due 2016 Fixed Rate Notes due 2036 unconditionally and irrevocably...Underwriting Agreement • June 20th, 2006 • Telefonica S A • Telephone communications (no radiotelephone) • New York
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
GuaranteeTelefonica S A • June 20th, 2006 • 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 ac
