GUARANTEETelefonica S A • April 29th, 2013 • 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), 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 unsubordinated and unc
TELEFÓNICA EMISIONES, S.A.U. (a company with limited liability organized under the laws of the Kingdom of Spain) 3.192% Fixed Rate Senior Notes due 2018 4.570% Fixed Rate Senior Notes due 2023 unconditionally and irrevocably guaranteed by TELEFÓNICA,...Underwriting Agreement • April 29th, 2013 • Telefonica S A • Telephone communications (no radiotelephone) • New York
hereinafter referred to as the “Registration Statement”, and the related prospectus (including the Incorporated Documents) dated May 22, 2012 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, in the form first used to confirm sales of the Securities (or in the form first made available by the Company to the Underwriters to meet requests of purchasers of the Securities under Rule 173 under the Act), is hereinafter referred to as the “Prospectus”.
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 April 29, 2013 FIXED RATE SENIOR NOTES DUE 2018First Supplemental Indenture • April 29th, 2013 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 29, 2013, 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).
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 April 29, 2013 FIXED RATE SENIOR NOTES DUE 2023Second Supplemental Indenture • April 29th, 2013 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 29, 2013, 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).
