Conformed Copy] AGREEMENT AND PLAN OF MERGER dated as of June 18, 1995Agreement and Plan of Merger • January 11th, 1996 • Banco Santander S A • Commercial banks, nec • New Jersey
RECITALS:Agreement • January 11th, 1996 • Banco Santander S A • Commercial banks, nec • New York
Registration Rights Agreement Dated as of January 31, 2007 among Santander Finance Preferred, S.A. Unipersonal, as Issuer Banco Santander Central Hispano, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • October 23rd, 2007 • Banco Santander, S.A. • Commercial banks, nec • New York
This Agreement is made pursuant to a purchase agreement, dated as of January 16, 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 24,000,000 Non-cumulative Guaranteed Preferred Securities (“participaciones preferentes”), Series 5, par value $25 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 payment and guarantee agreement 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 an
Dated 6 October 2004 SANTANDER FINANCE PREFERRED, S.A. UNIPERSONAL SERIES 3 EURO 200,000,000 5.75% NON-CUMULATIVE PERPETUAL GUARANTEED SECURITIES guaranteed by BANCO SANTANDER CENTRAL HISPANO, S.A.Guarantee • August 25th, 2009 • Banco Santander, S.A. • Commercial banks, nec
THIS GUARANTEE (the “Guarantee”), dated 6 October 2004, is executed and delivered by Banco Santander Central Hispano, 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).
BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) €750,000,000 4.125% Non-Step-up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
Banco Santander, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Bank”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) (other than Banco Santander, S.A.), acting severally and not jointly , the securities specified in Exhibit D hereto (the “Securities”) to be issued pursuant to the resolutions of the Bank’s general shareholders’ meeting and Board of Directors and Executive Committee approving the issuance of the Securities and the indenture to be dated May 12, 2021 (the “Base Indenture”) between the Bank and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”) as supplemented, with respect to the Securities, by a supplemental indenture to be dated on or about May 12, 2021 , which together with the Base Indenture sets out the terms and rights of this particular issue of Securities (the “First Supplemental Indenture” and the Base Indenture as supplemented, with respect to the Sec
SANTANDER US DEBT, S.A. UNIPERSONAL (a company with limited liability organized under the laws of The Kingdom of Spain) Senior Notes fully and unconditionally guaranteed by BANCO SANTANDER, S.A. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2012 • Banco Santander, S.A. • Commercial banks, nec • New York
This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the securities offered hereby (the “Notes”) or the offering.
BANCO SANTANDER, S.A. as Issuer, and THE BANK OF NEW YORK MELLON, acting through its London Branch as Trustee THIRD SUPPLEMENTAL INDENTURE dated as of April 12, 2018 to THE SECOND RANKING SENIOR DEBT SECURITIES INDENTURE dated as of April 11, 2017Banco • April 12th, 2018 • Banco Santander, S.A. • Commercial banks, nec • New York
BANCO SANTANDER, S.A., a sociedad anónima, incorporated under the laws of the Kingdom of Spain (herein called the “Company,” which term includes any successor person under the Senior Non Preferred Indenture (as defined on the reverse hereof), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( dollars) on April 12, 2023 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon quarterly in arrears on January 12, April 12, July 12 and October 12 commencing on July 12, 2018, and ending on April 12, 2023 (each, a “Floating Rate Note Interest Payment Date”). Interest so payable on any Floating Rate Note Interest Payment Date shall be paid to the Holder in whose name this Note is registered on the 15th calendar day immediately preceding the relevant Floating Rate Note Interest Payment Date, whether or not such day is a Business Day, as defined in the Senior Non Preferre
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Preferred Debt Securities Registrar FIRST SUPPLEMENTAL INDENTURE dated...First Supplemental Indenture • August 8th, 2023 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of August 8, 2023, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, as issuer, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee,” which term includes any successor Trustee) and principal paying agent (the “Principal Paying Agent,” which term includes any successor Principal Paying Agent), having its Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of Belgium, as senior preferred debt securities registrar (the “Senior Preferred Debt Securitie
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • July 3rd, 2006 • Banco Santander Central Hispano Sa • Commercial banks, nec
This AMENDMENT (this “Amendment”) to the Investment Agreement (the “Agreement”) dated as of October 24, 2005 between Banco Santander Central Hispano, S.A., a Spanish sociedad anónima (“Buyer”), and Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Company”), is made as of November 22, 2005, between Buyer and the Company.
BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) U.S.$1,500,000,000 2.746% Senior Non-Preferred Fixed Rate Notes due 2025 U.S.$1,000,000,000 3.490% Senior Non-Preferred Fixed Rate Notes due 2030...Underwriting Agreement • May 28th, 2020 • Banco Santander, S.A. • Commercial banks, nec • New York
* Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the Fixed Rate Notes due 2025. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.
INVESTMENT AGREEMENT dated as of October 24, 2005 between BANCO SANTANDER CENTRAL HISPANO, S.A. and SOVEREIGN BANCORP, INC.Investment Agreement • July 3rd, 2006 • Banco Santander Central Hispano Sa • Commercial banks, nec • New York
AGREEMENT (this “Agreement”) dated as of October 24, 2005 between Banco Santander Central Hispano, S.A., a Spanish sociedad anónima (“Buyer”), and Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2006 • Banco Santander Central Hispano Sa • Commercial banks, nec • New York
AGREEMENT (this “Registration Rights Agreement”) dated as of October 24, 2005 between Banco Santander Central Hispano, S.A. and Sovereign Bancorp, Inc.
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Non Preferred Debt Securities Registrar FOURTH...Fourth Supplemental Indenture • March 24th, 2022 • Banco Santander, S.A. • Commercial banks, nec • New York
FOURTH SUPPLEMENTAL INDENTURE (“Fourth Supplemental Indenture”), dated as of March 24, 2022, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, as Issuer, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee,” which term includes any successor Trustee), calculation agent (the “Calculation Agent,” which term includes any successor Calculation Agent) and principal paying agent (the “Principal Paying Agent,” which term includes any successor Principal Paying Agent), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of B
BANCO SANTANDER, S.A. as Issuer, and THE BANK OF NEW YORK MELLON, London Branch as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of June 27, 2019 to ORDINARY SENIOR DEBT SECURITIES INDENTURE dated as of June 27, 2019First Supplemental Indenture • June 27th, 2019 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of June 27, 2019, between BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom.
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Non Preferred Debt Securities Registrar THIRD...Third Supplemental Indenture • September 14th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of September 14, 2021, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, as Issuer, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee,” which term includes any successor Trustee), calculation agent (the “Calculation Agent,” which term includes any Calculation Agent) and principal paying agent (the “Principal Paying Agent,” which term includes any successor Principal Paying Agent), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of Belgium,
Santander Finance Preferred, S.A. Unipersonal Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria 28660 Boadilla del Monte Madrid, Spain Ladies and Gentlemen:Banco Santander, S.A. • October 23rd, 2007 • Commercial banks, nec
Santander Finance Preferred, S.A. Unipersonal (the “Company”), a sociedad anónima organized under the laws of the Kingdom of Spain (“Spain”), and Banco Santander, S.A. (the “Guarantor”), a sociedad anónima organized under the laws of Spain, have filed a registration statement on Form F-4 (as amended, the “Registration Statement”), with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the Company’s offer (the “Exchange Offer”) to exchange its 6.50% Non-Cumulative Series 5 Guaranteed Preferred Securities, par value $25.00 per security (the “exchange Series 5 preferred securities”) for any and all of its outstanding 6.50% Non-Cumulative Series 5 Guaranteed Preferred Securities, par value $25.00 per security (the “restricted Series 5 preferred securities” and collectively with the exchange Series 5 preferred securities, the “Preferred Securities”). The Guarantor has guarantee
UNDERWRITING AND DISTRIBUTION AGREEMENT FOR THE CAPITAL INCREASE WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR CASH VALUE OF 7,194,653,460 EUROS, THROUGH THE ISSUANCE OF 1,598,811,880 ORDINARY SHARES OF BANCO SANTANDER, S.A. BANCO SANTANDER, S.A. as...Underwriting and Distribution Agreement • November 12th, 2008 • Banco Santander, S.A. • Commercial banks, nec
VOTING TRUST AGREEMENTVoting Trust Agreement • June 9th, 2006 • Banco Santander Central Hispano Sa • Commercial banks, nec • New York
VOTING TRUST AGREEMENT (this “Trust Agreement”), dated as of May 31, 2006, by and among Banco Santander Central Hispano, S.A., a Spanish sociedad anónima (the “Stockholder”), Sovereign Bancorp Inc., a Pennsylvania corporation (the “Company”), and The Bank of New York (the “Trustee”).
RESTATED SHAREHOLDER AGREEMENTRestated Shareholder Agreement • November 25th, 2008 • Banco Santander, S.A. • Commercial banks, nec • Pennsylvania
RESTATED SHAREHOLDER AGREEMENT dated as of November 21, 2008 and effective as of October 13, 2008 (the “Agreement”) between Banco Santander S.A., a Spanish sociedad anónima (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”).
E U R O P E A N I N V E S T M E N T B A N K PLEDGE AGREEMENT between THE EUROPEAN INVESTMENT BANK (as Pledgee) and BANCO SANTANDER, S.A. GRUPO EMPRESARIAL SANTANDER, S.L. (as Pledgors)Banco Santander, S.A. • August 25th, 2014 • Commercial banks, nec
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Preferred Debt Securities Registrar SECOND...Indenture • November 7th, 2023 • Banco Santander, S.A. • Commercial banks, nec • New York
BANCO SANTANDER, S.A., a sociedad anónima, incorporated under the laws of the Kingdom of Spain (herein called the “Company,” which term includes any successor person under the Senior Preferred Debt Securities Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( dollars) on November 7, 2033 (the “SP 2033 Fixed Rate Notes Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually in arrears on May 7 and November 7 of each year, commencing on May 7, 2024, and ending on November 7, 2033 (each, an “Interest Payment Date”). Interest so payable on any Interest Payment Date shall be paid to the Holder in whose name this Note is registered on the 15th calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Senior Preferred De
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • July 9th, 2007 • Banco Santander Central Hispano Sa • Commercial banks, nec
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of November 21, 2006, is executed and delivered by Banco Santander Central Hispano, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 4 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).
THE SERIES 8 GUARANTEEGuarantee • August 25th, 2009 • Banco Santander, S.A. • Commercial banks, nec
THIS GUARANTEE (the Series 8 Guarantee), dated 23 July 2009, is executed and delivered by Banco Santander, S.A., a limited liability company (sociedad anonima) incorporated under the laws of the Kingdom of Spain (the Bank or the Guarantor) for the benefit of the Holders (as defined below).
ContractTax Certification Agency Agreement • March 29th, 2011 • Banco Santander, S.A. • Commercial banks, nec • New York
TAX 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
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Non Preferred Debt Securities Registrar FIRST...First Supplemental Indenture • March 14th, 2024 • Banco Santander, S.A. • Commercial banks, nec • New York
For informational purposes only, without any substantive effect whatsoever and solely in order to comply with Article 413(d) of the Spanish Companies Law (Ley de Sociedades de Capital), approved by Royal Decree 1/2010, of July 2, to the extent applicable, it is hereby noted that the initial aggregate principal amount of the SNP 2030 Fixed-to-Fixed Rate Notes, i.e., US$1,250,000,000 was equivalent to approximately €1,144,000,000, at the Bloomberg reference exchange rate as of March 11, 2024 of US$1.00 per €0.9152. Amounts due on the Notes shall not under any circumstances whatsoever be payable in any currency other than U.S. Dollars.
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Contingent Convertible...Indenture • May 12th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of May 12, 2021, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”, which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent”, which term includes any successor Paying and Conversion Agent), calculation agent (the “Calculation Agent”, which term includes any successor Calculation Agent) and principal paying agent (the “Principal Paying Agent”, which term includes any successor Principal Paying Agent), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NE
BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) U.S.$1,150,000,000 9.625% Non-Step-Up Non- Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities U.S.$1,350,000,000 9.625%...Underwriting Agreement • November 21st, 2023 • Banco Santander, S.A. • Commercial banks, nec • New York
* Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the First Tranche Securities. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.
Dated 28 May 2007 THE ROYAL BANK OF SCOTLAND GROUP PLC and BANCO SANTANDER CENTRAL HISPANO, S.A. and FORTIS N.V. and FORTIS SA/NV and RFS HOLDINGS B.V. CONSORTIUM AND SHAREHOLDERS’ AGREEMENTConsortium and Shareholders’ Agreement • July 2nd, 2007 • Banco Santander Central Hispano Sa • Commercial banks, nec • Santander
BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) U.S.$1,250,000,000 3.496% Senior Preferred Fixed Rate Notes due 2025 U.S.$1,500,000,000 4.175% Senior Non Preferred Fixed-to- Fixed Rate Notes...Underwriting Agreement • March 24th, 2022 • Banco Santander, S.A. • Commercial banks, nec • New York
* Any ratings obtained will reflect only the views of the respective rating agency and should not be considered a recommendation to buy, sell or hold the Senior Preferred Notes. The ratings assigned by the rating agencies are subject to revision or withdrawal at any time by such rating agencies in their sole discretion. Each rating should be evaluated independently of any other rating.
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Contingent Convertible...Indenture • November 21st, 2023 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of November 21, 2023, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, as issuer, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee,” which term includes any successor Trustee), paying and conversion agent (the “Paying and Conversion Agent,” which term includes any successor Paying and Conversion Agent), calculation agent (the “Calculation Agent,” which term includes any successor Calculation Agent) and principal paying agent (the “Principal Paying Agent,” which term includes any successor Principal Paying Agent), having its Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Ki
JOINT FILING AGREEMENTJoint Filing Agreement • November 17th, 2017 • Banco Santander, S.A. • Commercial banks, nec
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Preferred Debt Securities Registrar THIRD...Indenture • July 15th, 2024 • Banco Santander, S.A. • Commercial banks, nec • New York
BANCO SANTANDER, S.A., a sociedad anónima, incorporated under the laws of the Kingdom of Spain (herein called the “Company,” which term includes any successor person under the Senior Preferred Debt Securities Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( dollars) on July 15, 2031 (the “Maturity Date”) or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), commencing on January 15, 2025, and ending on the Maturity Date or any date of earlier redemption. Interest so payable on any Interest Payment Date shall be paid to the Holder in whose name this Note is registered on the 15th calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Senio
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Non Preferred Debt Securities Registrar FIRST SUPPLEMENTAL INDENTURE dated as of May 28, 2020 to...First Supplemental Indenture • May 28th, 2020 • Banco Santander, S.A. • Commercial banks, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of May 28, 2020, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of Belgium, as Senior Non Preferred Debt Securities Registrar (the “Senior Non Preferred Debt Securities Registrar”), having its principal office at 2-4 Rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg.
THE SERIES 9 GUARANTEEBanco Santander, S.A. • August 25th, 2009 • Commercial banks, nec
THIS GUARANTEE (the Series 9 Guarantee), dated 23 July 2009, is executed and delivered by Banco Santander, S.A., a limited liability company (sociedad anonima) incorporated under the laws of the Kingdom of Spain (the Bank or the Guarantor) for the benefit of the Holders (as defined below).
BANCO SANTANDER, S.A. as Issuer, THE BANK OF NEW YORK MELLON, London Branch as Trustee, and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch as Senior Non Preferred Debt Securities Registrar SECOND SUPPLEMENTAL INDENTURE dated as of March 25, 2021...Second Supplemental Indenture • March 25th, 2021 • Banco Santander, S.A. • Commercial banks, nec • New York
SECOND SUPPLEMENTAL INDENTURE (“Second Supplemental Indenture”), dated as of March 25, 2021, among BANCO SANTANDER, S.A., a sociedad anónima incorporated under the laws of The Kingdom of Spain (the “Company”), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, THE BANK OF NEW YORK MELLON, London Branch, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, Luxembourg Branch, a société anonyme/naamloze vennootschap, incorporated under the laws of Belgium, as Senior Non Preferred Debt Securities Registrar (the “Senior Non Preferred Debt Securities Registrar”), having its principal office at 2-4 Rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg.
