BBVA U.S. SENIOR, S.A. UNIPERSONAL as Company BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Guarantor to THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of July 18, 2008 Senior Debt SecuritiesIndenture • July 18th, 2008 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 are a part of and govern every qualified indenture, whether or not physically contained therein.
BBVA International Preferred, S.A. Unipersonal Preferred Securities Fully, Irrevocably and Unconditionally Guaranteed, on a Subordinated Basis, by Banco Bilbao Vizcaya Argentaria, S.A. Underwriting AgreementUnderwriting Agreement • July 25th, 2013 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
From time to time BBVA International Preferred, S.A. Unipersonal (the “Company”) and Banco Bilbao Vizcaya Argentaria, S.A. (the “Guarantor”), each a sociedad anónima incorporated under the laws of the Kingdom of Spain, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the preferred securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). Payment of distributions (remuneración) on the Securities, as well as payment of the redemption price for the Securities upon
Banco Bilbao Vizcaya Argentaria, S.A. Preferred Securities Underwriting AgreementUnderwriting Agreement • July 25th, 2013 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
From time to time Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”), a sociedad anónima incorporated under the laws of the Kingdom of Spain, proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, the Company proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the preferred securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). [The following to be added, if applicable] The paying agency agreement (the “Paying Agency Agreement”) to be dated on or about [—] between the Company and [—] as the initial paying agent in respect o
BBVA U.S. SENIOR, S.A. UNIPERSONAL as Company BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Guarantor to THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of July 25, 2013 Senior Debt SecuritiesIndenture • July 25th, 2013 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 are a part of and govern every qualified indenture, whether or not physically contained therein.
Registration Rights Agreement Dated as of April 18, 2007 among BBVA International Preferred, S.A. Unipersonal, as Issuer Banco Bilbao Vizcaya Argentaria, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • January 14th, 2008 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
This Agreement is made pursuant to a purchase agreement, dated as of March 29, 2007, among the Company, the Guarantor and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of 600,000 Fixed-to-Floating Rate Non-cumulative Guaranteed Preferred Securities (participaciones preferentes), Series C, par value $1,000 per share (the “Preferred Securities”). Payment of distributions (remuneración) on the Preferred Securities, as well as payment of the redemption price for the Preferred Securities upon any redemption thereof and the liquidation distribution of the Preferred Securities upon the winding-up or liquidation of the Company will be unconditionally guaranteed by the Guarantor to the extent provided in a guarantee of the Guarantor for the benefit of the holders from time to time of the Preferred Securities. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Guarantor and the
AMENDED AND RESTATED GUARANTEEGuarantee • January 14th, 2008 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec
THIS AMENDED AND RESTATED GUARANTEE (the “Guarantee”), dated 14 January, 2008, is executed and delivered by Banco Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) incorporated under the laws of the Kingdom of Spain (the “Bank” or the “Guarantor”) for the benefit of the Holders (as defined below).
