GUARANTEETelefonica S A • March 8th, 2017 • 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) unconditionally and irrevocably guaranteed by TELEFÓNICA, S.A. (a company with limited liability organized under the laws of the Kingdom...Underwriting Agreement • March 8th, 2017 • Telefonica S A • Telephone communications (no radiotelephone) • New York
Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Company”), proposes to issue and sell to the underwriters (the “Underwriters”) named in Schedule I to this underwriting agreement (the “Agreement”), for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. are acting as representative(s) (the “Representative(s)”), $1,500,000,000 aggregate principal amount of 4.103% Fixed Rate Senior Notes due 2027 (the “4.103% Fixed Rate Senior Notes”) and $2,000,000,000 aggregate principal amount of 5.213% Fixed Rate Senior Notes due 2047 (the “5.213% Fixed Rate Senior Notes,” and together with the 4.103% Fixed Rate Senior Notes, the “Designated Securities”) on and subject to the terms and conditions of, and utilizing terms as defined in, the Underwriting Agreement Standard Provisions (Debt Securities) dated a
FIFTH SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Transfer Agent, Registrar and Paying Agent March 8, 2017 FIXED RATE SENIOR NOTES DUE 2047Supplemental Indenture • March 8th, 2017 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of March 8, 2017, 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, transfer agent, registrar (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).
FOURTH SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Transfer Agent, Registrar and Paying Agent March 8, 2017 FIXED RATE SENIOR NOTES DUE 2027Fourth Supplemental Indenture • March 8th, 2017 • Telefonica S A • Telephone communications (no radiotelephone) • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 8, 2017, 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, transfer agent, registrar (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).
