Pricing AgreementUnderwriting Agreement • November 16th, 2017 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
Banco Bilbao Vizcaya Argentaria, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, a copy of which is attached hereto (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) (other than BBVA Securities Inc.) the non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities specified in Schedule II to such Pricing Agreement (the “Preferred Securities”), which are convertible in accordance with their terms into ordinary shares of the Company (the “Conversion Securities” and, together with the Preferred Securities, the “Securities”).
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Issuer, and THE BANK OF NEW YORK MELLON as Trustee, Paying and Conversion Agent, Calculation Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON as Contingent Convertible Security Registrar FIRST...First Supplemental Indenture • November 16th, 2017 • Banco Bilbao Vizcaya Argentaria, S.A. • Commercial banks, nec • New York
This FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of November 16, 2017, between BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Company”), having its principal executive office located at Calle Azul 4, 28050 Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office located at 101 Barclay Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch through its Corporate Trust Office located at One Canada Square, London E14 5AL, United Kingdom, 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 ag
