Common use of AGENTS AND OTHER PARTIES Clause in Contracts

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ Date: 2 October 2015 as amended and restated 22 October 2015 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 Se cured Limited Recourse Index Linked Se curitie s due 2020 This Ame nde d and Restated Swap Transaction Confirmation ame nds and restates the original Swap Transaction Confirmation e nte red into be tween the parties he reto in conne ction with the Xx xxxx ide ntifie d above on or prior to the date he reof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 (the “Trust Instrume nt”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s due 2020 (the “Se curitie s”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme ”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx XxxxxWinchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ C/ Xxxxx xxx ReyXxx, 2600, 28002 Madrid00000 Xxxxxx. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ C/ Xxxxx xxx ReyXxx, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ C/ Xxxxx xxx ReyXxx, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ XxxxxxxSauceda, 28 Edificio Xxxx Xxxxx 0 00000 XxxxxxAsia Nivel 1 28050 Madrid. (xf) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 1‌ FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ CONFIRMATION Date: 2 October 2015 18 February 2016 as amended and restated 22 October 2015 on 8 March 2016 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX B.V. De Entree 99 -197 1101 HE Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 00002016-000 XXX 4,100,000 Se cured 316 USD 1,800,000 Secured Limited Recourse Index Linked Se curitie s Securities due 2020 2021 This Ame nde d Amended and Restated Swap Transaction Confirmation ame nds amends and restates the original Swap Transaction Confirmation e nte red entered into be tween between the parties he reto hereto in conne ction connection with the Xx xxxx ide ntifie d Series identified above on or prior to the date he reof hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 8 March 2016 (the “Trust Instrume ntInstrument”), by and among the persons thereto for purposes of constituting Series 00002016-000 XXX 4,100,000 316 USD 1,800,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s Index Linked Securities due 2020 2021 (the “Se curitie sSecurities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ Date: 2 October 2015 20 January 2016 as amended and restated 22 October 2015 8 February 2016 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 3,000,000 Se cured Limited Recourse Index Linked Se curitie s due 2020 2021 This Ame nde d and Restated Swap Transaction Confirmation ame nds and restates the original Swap Transaction Confirmation e nte red into be tween the parties partie s he reto in conne ction with the Xx xxxx ide ntifie d above on or prior to the date he reof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction index swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 (the “Trust Instrume nt”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s due 2020 (the “Se curitie s”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme ”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:.

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 1‌ FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ CONFIRMATION Date: 2 October 2015 18 April 2016 as amended and restated 22 October 2015 on 10 May 2016 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 Se cured 12,400,000 Secured Limited Recourse Index Linked Se curitie s Securities due 2020 2021 This Ame nde d Amended and Restated Swap Transaction Confirmation ame nds amends and restates the original Swap Transaction Confirmation e nte red entered into be tween between the parties he reto hereto in conne ction connection with the Xx xxxx ide ntifie d Series identified above on or prior to the date he reof hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction index swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 10 May 2016 (the “Trust Instrume ntInstrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 12,400,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s Index Linked Securities due 2020 2021 (the “Se curitie sSecurities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 1‌ FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ CONFIRMATION Date: 2 October 2015 14 March 2016 as amended and restated 22 October 2015 on 31 March 2016 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 Se cured 1,500,000 Secured Limited Recourse Index Linked Se curitie s Securities due 2020 2021 This Ame nde d Amended and Restated Swap Transaction Confirmation ame nds amends and restates the original Swap Transaction Confirmation e nte red entered into be tween between the parties he reto hereto in conne ction connection with the Xx xxxx ide ntifie d Series identified above on or prior to the date he reof hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 31 March 2016 (the “Trust Instrume ntInstrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 1,500,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s Index Linked Securities due 2020 2021 (the “Se curitie sSecurities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 1‌ FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ CONFIRMATION Date: 2 October 30 September 2015 as amended and restated 22 October 2015 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 Se cured 2,000,000 Secured Limited Recourse Index Linked Se curitie s Securities due 2020 This Ame nde d Amended and Restated Swap Transaction Confirmation ame nds amends and restates the original Swap Transaction Confirmation e nte red entered into be tween between the parties he reto hereto in conne ction connection with the Xx xxxx ide ntifie d Series identified above on or prior to the date he reof hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 (the “Trust Instrume ntInstrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 2,000,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s Index Linked Securities due 2020 (the “Se curitie sSecurities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

AGENTS AND OTHER PARTIES. 36. Party and specified office (a) Trustee: Deutsche Trustee Company Limited of Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (b) Principal Paying Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (c) Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (d) Account Bank: Banco Bilbao Vizcaya Argentaria, S.A., X/ Xxxxx xxx Rey, 26, 28002 Madrid. (e) Selling Agent: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Xxxx Xxxxx 0 00000 Xxxxxx. (x) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: _______________________ Name: Title: ANNEX 1 FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION‌ Date: 2 October 2015 04 February 2016 as amended and restated 22 October 2015 25 February 2016 To: Douro Finance X.X. Xx Xxxxxx 00 -000 0000 XX Amsterdam Zuidoost The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 0000-000 XXX 4,100,000 4,400,000 Se cured Limited Recourse Index Linked Se curitie s due 2020 2019 This Ame nde d and Restated Swap Transaction Confirmation ame nds and restates the original Swap Transaction Confirmation e nte red into be tween the parties partie s he reto in conne ction with the Xx xxxx ide ntifie d above on or prior to the date he reof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Index Basket Transaction index swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Derivatives Definitions”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 22 October 2015 (the “Trust Instrume nt”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 4,100,000 Secured Limited Recourse Inde x Xxxxx d Se curitie s due 2020 (the “Se curitie s”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme ”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:.