BANCO SANTANDER, S.A. (a company with limited liability organized under the laws of The Kingdom of Spain) U.S.$1,250,000,000 3.848% Senior Non Preferred Fixed Rate Notes due 2023 U.S.$500,000,000 Senior Non Preferred Floating Rate Notes due 2023...Underwriting Agreement • April 12th, 2018 • Banco Santander, S.A. • Commercial banks, nec • New York
On July 27, 2017, the UK Financial Conduct Authority (‘‘FCA’’) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). It is not possible to predict the effect of the FCA Announcement, any changes in the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR, including to the rules promulgated by the FCA in relation thereto, that will be enacted in the UK and elsewhere, which may adversely affect the trading market and the value of LIBOR based securities, including the Floating Rate Notes, or result in a change in the manner of administration of benchmarks, with the result that they may perform differently than in the past and the phasing out of LIBOR or other benchmarks as a reference rate for securities. In addition, any changes announced by the FCA (including the FCA Announcement), ICE Benchmark Administration Limited as independent administrator of LIBOR or
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, 2017Third Supplemental Indenture • 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
