PAYING AGENCY AGREEMENT BETWEEN BBVA U.S. SENIOR, S.A. UNIPERSONAL, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND THE BANK OF NEW YORK MELLON FIXED RATE NOTES LISTED ON EXHIBIT A HERETOPaying Agency Agreement • October 10th, 2012 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
THIS AGREEMENT is made as of October 10, 2012, among BBVA U.S. Senior, S.A. Unipersonal, a limited liability company (sociedad anónima) organized under the laws of Spain (the “Company”), Banco Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) organized under the laws of Spain (the “Guarantor”) and The Bank of New York Mellon London Branch, whose principal corporate trust office is at One Canada Square, London E14 5AL, United Kingdom, as paying agent in respect of the Notes (as defined below) (in such capacity, and together with any successor, the “Paying Agent”).
Pricing AgreementUnderwriting Agreement • October 10th, 2012 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
Notwithstanding Section 7 of the Underwriting Agreement, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as an Underwriter, individually and not jointly, agrees to pay severally to the Company an amount of the out-of pocket expenses, costs and legal fees up to an amount equal to $250,000 per Underwriter for out-of pocket expenses, costs and legal fees incurred in connection with the transaction. For the avoidance of doubt, neither Underwriter will be liable for any initial or on-going expenses after payment has been made in accordance with this provision.
