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 • June 28th, 2010 • Bbva Subordinated Capital, 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) certain of its 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 Secur
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 June 28, 2010 Senior Debt SecuritiesReconciliation And • June 28th, 2010 • Bbva Subordinated Capital, 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.
