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
Contract Type FiledJune 20th, 2006 Company Industry Jurisdiction
ContractTax Certification Agency Agreement • March 29th, 2011 • Banco Santander, S.A. • Commercial banks, nec • New York
Contract Type FiledMarch 29th, 2011 Company Industry JurisdictionTAX CERTIFICATION AGENCY AGREEMENT Among SANTANDER US DEBT, S.A. UNIPERSONAL as Issuer BANCO SANTANDER, S.A. as Guarantor ACUPAY SYSTEM LLC as Tax Certification Agent and THE BANK OF NEW YORK MELLON as Trustee, Paying Agent and Calculation Agent under a certain Indenture referred to herein (solely with respect to Clause 7 hereof) March 29, 2011