GUARANTEETelefonica S A • June 23rd, 2014 • 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) Floating Rate Senior Notes due 2017 unconditionally and irrevocably guaranteed by TELEFÓNICA, S.A. (a company with limited liability...Underwriting Agreement • June 23rd, 2014 • Telefonica S A • Telephone communications (no radiotelephone) • New York
We have, without independent inquiry or investigation, assumed that all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting.
THIRD SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent, Registrar, Transfer Agent and Calculation Agent June 23, 2014 FLOATING RATE SENIOR...Third Supplemental Indenture • June 23rd, 2014 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 23, 2014, 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), paying agent (the “Paying Agent”, which term includes any successor Paying Agent), Registrar (the “Registrar”, which term includes any successor Registrar), transfer agent (the “Transfer Agent”, which term includes any successor Transfer Agent) and calculation agent (the “Calculation Agent”, which term includes any successor Calculation Agent).
