EX-4.9



 Exhibit 4.9 

 
  

 
 BANCO BILBAO VIZCAYA ARGENTARIA,
S.A., 
 as Company 
 to 
 THE BANK OF NEW YORK MELLON, 

as Trustee 
  

 
 INDENTURE

  
  

Dated as of July 25, 2013 
 Senior Debt Securities 
  

 
  







 Reconciliation and tie between 

Trust Indenture Act of 1939 (the “Trust Indenture Act”) 

and Indenture 
  

							
	 	 	
Trust Indenture Act Section
	  	 	  	 Indenture Section

	§310	 	(a)(1)	  		  	6.08
		 	(a)(2)	  		  	6.08
		 	(a)(5)	  		  	6.08
		 	(b)	  		  	6.09
				
	§311	 	(a)	  		  	6.12
		 	(b)	  		  	6.12
		 	(c)	  		  	6.12
				
	§312	 	(a)	  		  	7.01, 7.02
		 	(b)	  		  	7.02
		 	(c)	  		  	7.02
				
	§313	 	(a)	  		  	7.03
		 	(b)	  		  	7.03
		 	(c)	  		  	7.03
		 	(d)	  		  	7.03
				
	§314	 	(a)	  		  	7.04, 10.05
		 	(c)(1)	  		  	1.02
		 	(c)(2)	  		  	1.02
		 	(e)	  		  	1.02
				
	§315	 	(a)	  		  	6.01, 6.02
		 	(b)	  		  	6.03
		 	(c)	  		  	6.01, 6.02
		 	(d)	  		  	6.01, 6.02
		 	(e)	  		  	5.15
				
	§316	 	(a)(last sentence)	  		  	1.01 (“Outstanding”)
		 	(a)(1)(A)	  		  	5.12
		 	(a)(1)(B)	  		  	5.13
		 	(b)	  		  	5.08
		 	(c)	  		  	1.04
				
	§317	 	(a)(1)	  		  	5.03
		 	(a)(2)	  		  	5.04
		 	(b)	  		  	10.03
				
	§318	 	(a)	  		  	1.08

  

	Note:	This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. 


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. 

  
 1 








 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
	ARTICLE 1	  
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION	  
	Section 1.01.	  	 Definitions
	  	 	5	  
	Section 1.02.	  	 Compliance Certificates and Opinions
	  	 	11	  
	Section 1.03.	  	 Form of Documents Delivered to Trustee
	  	 	11	  
	Section 1.04.	  	 Acts of Holders
	  	 	11	  
	Section 1.05.	  	 Notices, etc., to Trustee and Company
	  	 	12	  
	Section 1.06.	  	 Notice to Holders of Securities; Waiver
	  	 	12	  
	Section 1.07.	  	 Language of Notices
	  	 	12	  
	Section 1.08.	  	 Conflict with Trust Indenture Act
	  	 	12	  
	Section 1.09.	  	 Effect of Headings and Table of Contents
	  	 	13	  
	Section 1.10.	  	 Successors and Assigns
	  	 	13	  
	Section 1.11.	  	 Separability Clause
	  	 	13	  
	Section 1.12.	  	 Benefits of Indenture
	  	 	13	  
	Section 1.13.	  	 Governing Law and Waiver of Jury Trial
	  	 	13	  
	Section 1.14.	  	 Legal Holidays
	  	 	13	  
	Section 1.15.	  	 Counterparts
	  	 	13	  
	Section 1.16.	  	 Appointment of Agent for Service; Submission to Jurisdiction
	  	 	13	  
	Section 1.17.	  	 Establishment of Syndicate and Appointment of Commissioner
	  	 	14	  
	Section 1.18.	  	 Meetings of the Syndicate
	  	 	14	  
	
	ARTICLE 2	  
	SECURITIES FORMS	  
	Section 2.01.	  	 Forms Generally
	  	 	14	  
	Section 2.02.	  	 Form of Trustee’s Certificate of Authentication
	  	 	14	  
	Section 2.03.	  	 Securities in Global Form
	  	 	15	  
	Section 2.04.	  	 Forms of Legends for Global Securities
	  	 	15	  
	
	ARTICLE 3	  
	THE SECURITIES	  
	Section 3.01.	  	 Amount Unlimited; Issuable in Series
	  	 	15	  
	Section 3.02.	  	 Currency; Denominations
	  	 	18	  
	Section 3.03.	  	 Execution, Authentication, Delivery and Dating
	  	 	18	  
	Section 3.04.	  	 Execution of Spanish Deed of Issuance and Form of Regulations
	  	 	19	  
	Section 3.05.	  	 Temporary Securities
	  	 	19	  
	Section 3.06.	  	 Registration, Transfer and Exchange
	  	 	19	  
	Section 3.07.	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	21	  
	Section 3.08.	  	 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts
Preserved
	  	 	21	  
	Section 3.09.	  	 Persons Deemed Owners
	  	 	22	  
	Section 3.10.	  	 Cancellation
	  	 	22	  
	Section 3.11.	  	 Computation of Interest
	  	 	23	  
	
	ARTICLE 4	  
	SATISFACTION AND DISCHARGE OF INDENTURE	  
	Section 4.01.	  	 Satisfaction and Discharge
	  	 	23	  
	Section 4.02.	  	 Defeasance and Covenant Defeasance
	  	 	23	  
	Section 4.03.	  	 Application of Trust Money
	  	 	26	  
	Section 4.04.	  	 Prescription
	  	 	26	  
	Section 4.05.	  	 Reinstatement
	  	 	26	  


  
 2 









							
	ARTICLE 5	  			
	REMEDIES	  
	Section 5.01.	  	 Events of Default
	  	 	26	  
	Section 5.02.	  	 Acceleration of Maturity; Rescission and Annulment
	  	 	27	  
	Section 5.03.	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	28	  
	Section 5.04.	  	 Trustee May File Proofs of Claim
	  	 	29	  
	Section 5.05.	  	 Trustee May Enforce Claims Without Possession of Securities
	  	 	29	  
	Section 5.06.	  	 Application of Money Collected
	  	 	29	  
	Section 5.07.	  	 Limitations on Suits
	  	 	29	  
	Section 5.08.	  	 Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts
	  	 	30	  
	Section 5.09.	  	 Restoration of Rights and Remedies
	  	 	30	  
	Section 5.10.	  	 Rights and Remedies Cumulative
	  	 	30	  
	Section 5.11.	  	 Delay or Omission Not Waiver
	  	 	30	  
	Section 5.12.	  	 Control by Holders of Securities
	  	 	30	  
	Section 5.13.	  	 Waiver of Past Defaults
	  	 	31	  
	Section 5.14.	  	 Waiver of Stay or Extension Laws
	  	 	31	  
	Section 5.15.	  	 Undertaking for Costs
	  	 	31	  
	
	ARTICLE 6	  
	THE TRUSTEE	  
	Section 6.01.	  	 Certain Duties and Responsibilities
	  	 	31	  
	Section 6.02.	  	 Certain Rights of Trustee
	  	 	31	  
	Section 6.03.	  	 Notice of Defaults
	  	 	33	  
	Section 6.04.	  	 Not Responsible for Recitals or Issuance of Securities
	  	 	33	  
	Section 6.05.	  	 May Hold Securities
	  	 	33	  
	Section 6.06.	  	 Money Held in Trust
	  	 	33	  
	Section 6.07.	  	 Compensation and Reimbursement
	  	 	33	  
	Section 6.08.	  	 Corporate Trustee Required; Eligibility
	  	 	34	  
	Section 6.09.	  	 Resignation and Removal; Appointment of Successor
	  	 	34	  
	Section 6.10.	  	 Acceptance of Appointment by Successor
	  	 	35	  
	Section 6.11.	  	 Merger, Conversion, Consolidation or Succession to Business
	  	 	36	  
	Section 6.12.	  	 Preferential Collection of Claims Against Company
	  	 	36	  
	Section 6.13.	  	 Appointment of Authenticating Agent
	  	 	36	  
	Section 6.14.	  	 Disqualification; Conflicting Interests
	  	 	37	  
	
	ARTICLE 7	  
	HOLDER’S LISTS AND REPORTS BY TRUSTEE
AND COMPANY	  
	Section 7.01.	  	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	38	  
	Section 7.02.	  	 Preservation of Information; Communications to Holders
	  	 	38	  
	Section 7.03.	  	 Reports by Trustee
	  	 	38	  
	Section 7.04.	  	 Reports by Company
	  	 	38	  
	
	ARTICLE 8	  
	CONSOLIDATION, MERGER AND SALES	  
	Section 8.01.	  	 Company May Consolidate, etc.
	  	 	39	  
	Section 8.02.	  	 Successor Person Substituted
	  	 	39	  
	
	ARTICLE 9	  
	SUPPLEMENTAL INDENTURES	  
	Section 9.01.	  	 Supplemental Indentures Without Consent of Holders
	  	 	39	  
	Section 9.02.	  	 Supplemental Indentures with Consent of Holders
	  	 	40	  
	Section 9.03.	  	 Execution of Supplemental Indentures
	  	 	40	  
	Section 9.04.	  	 Effect of Supplemental Indentures
	  	 	41	  
	Section 9.05.	  	 Reference in Securities to Supplemental Indentures
	  	 	41	  
	Section 9.06.	  	 Conformity with Trust Indenture Act
	  	 	41	  


  
 3 









							
	ARTICLE 10	  
	COVENANTS	  
	Section 10.01.	  	 Payment of Principal and Any Premium, Interest and Additional Amounts
	  	 	41	  
	Section 10.02.	  	 Maintenance of Office or Agency
	  	 	41	  
	Section 10.03.	  	 Money for Securities Payments to be Held in Trust
	  	 	41	  
	Section 10.04.	  	 Additional Amounts
	  	 	42	  
	Section 10.05.	  	 Statement by Officers as to Default
	  	 	43	  
	 Section 10.06.
	  	 Corporate Existence
	  	 	43	  
	 Section 10.07.
	  	 Waiver of Certain Covenants
	  	 	43	  
	
	ARTICLE 11	  
	REDEMPTION OF SECURITIES	  
	Section 11.01.	  	 Applicability of Article
	  	 	44	  
	Section 11.02.	  	 Election to Redeem; Notice to Trustee
	  	 	44	  
	Section 11.03.	  	 Selection by Trustee of Securities to be Redeemed
	  	 	44	  
	Section 11.04.	  	 Notice of Redemption
	  	 	44	  
	Section 11.05.	  	 Deposit of Redemption Price
	  	 	45	  
	Section 11.06.	  	 Securities Payable on Redemption Date
	  	 	45	  
	Section 11.07.	  	 Securities Redeemed in Part
	  	 	45	  
	Section 11.08.	  	 Redemption for Taxation or Listing Reasons
	  	 	45	  
	
	ARTICLE 12	  
	SINKING FUNDS	  
	Section 12.01.	  	 Applicability of Article
	  	 	46	  
	Section 12.02.	  	 Satisfaction of Sinking Fund Payments with Securities
	  	 	46	  
	Section 12.03.	  	 Redemption of Securities for Sinking Fund
	  	 	46	  
	
	ARTICLE 13	  
	REPAYMENT AT THE OPTION OF HOLDERS	  
	Section 13.01.	  	 Applicability of Article
	  	 	47	  
	
	ARTICLE 14	  
	SECURITIES IN FOREIGN CURRENCIES	  
	Section 14.01.	  	 Applicability of Article
	  	 	47	  
			
	 Annex A
	  	 Form of Syndicate Regulations
	  			
	 Exhibit A
	  	 Form of Face of Security
	  			
	 Exhibit B
	  	 Form of Reverse of Security and Global Security
	  			
	 Exhibit C
	  	 Form of Face of Global Security
	  			
	 Exhibit D
	  	 Form of Transfer
	  			


  
 4 








 INDENTURE, dated as of July 25, 2013 (the “Indenture”), between Banco
Bilbao Vizcaya Argentaria, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (hereinafter called the “Company”), having its principal executive office located at Paseo de la Castellana 81,
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 (hereinafter called the “Trustee”), having its Corporate Trust Office located at 101
Barclay Street, New York, NY 10286 and acting through its London Branch at One Canada Square, London E14 5AL, United Kingdom. 

RECITALS 
 The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior unsecured debentures, notes or other evidences of indebtedness (hereinafter called the
“Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.

 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

 This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof (as herein defined) as follows: 
 ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 
 Section 1.01. Definitions. Except as otherwise expressly provided in or pursuant to
this Indenture or unless the context otherwise requires, for all purposes of this Indenture: 
 (a) the terms defined in this
Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (b) all other
terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board; 
 (d) the words “herein”, “hereof”, “hereto” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (e)
the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”, not “either A or B but not both”). 
 Certain terms used principally in certain Articles hereof are defined in those Articles. 
 “Act”, when used with respect to any Holders, has the meaning specified in Section 1.04. 
 “Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of
certain taxes imposed on Holders specified therein and which are owing to such Holders. 

  
 5 








 “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the
foregoing. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.13
to act on behalf of the Trustee to authenticate Securities of one or more series. 
 “Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the
place of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication. 

“Board of Directors” means the board of directors of the Company or any committee or Person of that board duly
authorized to act generally or in any particular respect for the Company hereunder. 
 “Board Resolution” means
a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary or any Person duly authorized of the Company to have been duly adopted by the relevant Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee. 
 “Business Day”, with respect to any Place of Payment or other
location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a Legal Holiday in such Place of Payment or other location, except as may otherwise be provided in the form of Securities of any particular series pursuant to the
provisions of this Indenture. 
 “Capital Markets Indebtedness” means any borrowing or other Indebtedness of
any person (other than Project Finance Indebtedness) which is in the form of or represented by any bonds, notes, depositary receipts or other securities for the time being quoted or listed, with the agreement of the Company, on any stock exchange.

 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under
the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time. 
 “Commissioner” means the commissioner (comisario) of the Syndicate related to
Securities of a particular series, as provided in the Regulations applicable to Securities of such series and Section 427 of the Spanish Companies Act (Ley de Sociedades de Capital), approved by Royal Legislative Decree 1/2010 of
July 2, and shall initially be The Bank of New York Mellon with respect to each such series. 
 “Company”
means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person, and any other obligor upon the Securities. 
 “Company Request” and “Company
Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company by any member of the Board of Directors, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary, an
Assistant Secretary or other representative of the Company, in each case empowered to do so by a Board Resolution, and delivered to the Trustee. 
 “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking community, or (ii) the euro both within the European monetary system and for the settlement of transactions by public institutions of or within the European Union.

 “Corporate Trust Office” means the principal corporate trust office of the Trustee at which, at any
particular time, its corporate trust business shall be administered, which principal corporate trust office at the date hereof is located at 101 Barclay Street, New York, NY 10286 and this Indenture will be administered by The Bank of New York
Mellon acting through its London Branch at One Canada Square, London E14 5AL, United Kingdom. 

  
 6 








 “Corporation” includes corporations and, except for purposes of Article 8,
associations, companies and business trusts. 
 “Currency”, with respect to any payment, deposit or other
transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means Dollars, unless otherwise expressly provided. 

“Defaulted Interest” has the meaning specified in Section 3.08. 

“Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or
private debts in the United States of America. 
 “Event of Default” has the meaning specified in
Section 5.01. 
 “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the euro, issued by the government of one or more countries other than the United States or by any confederation or association of such governments. 
 “Global Security” means a Security evidencing all or part of the Securities of a series, bearing the legend set forth in Section 2.04 (or such legend as may be specified as
contemplated in Section 3.01 for such Securities), authenticated and delivered to the Holder and registered in the name of the Holder or its nominee. 
 “Holder” means the Person in whose name such Security is registered in the Security Register. 
 “Indebtedness”, with respect to any Person, means Indebtedness for Borrowed Money or for the unpaid purchase price of real or personal property of, or guaranteed by, such Person.

 “Indebtedness for Borrowed Money” means any moneys borrowed, liabilities in respect of any acceptance
credit, note or bill discounting facility, liabilities under any bonds, notes, debentures, loan stock, securities or other indebtedness by way of loan capital and which have a stated maturity of or which by their terms are capable of being extended
for a period of more than one year. 
 “Indenture” means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security established pursuant to Section 3.01
(as such terms and provisions may be amended pursuant to the applicable provisions hereof). 
 “Independent Public
Accountants” means accountants or a firm of accountants that, with respect to the Company and any other obligor under the Securities, are independent public accountants within the meaning of the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder, who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountants or firm shall be entitled to rely
upon any Opinion of Counsel as to the interpretation of any legal matters relating to this Indenture or certificates required to be provided hereunder. 
 “Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance. 
 “Interest”, with respect to any Original Issue Discount Security which by its terms bears
interest only after maturity, means interest payable after Maturity. All references in this Indenture to “interest” payable or to be paid in respect of any series of Securities, except as otherwise expressly provided or where the context
otherwise requires, shall be deemed to include any Additional Amounts payable in respect of such series of Securities. 

“Interest Payment Date”, with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
 “Law 9/2012” means Spanish Law 9/2012 of November 14, on the restructuring and resolution of
credit institutions, as may be amended or supplemented from time to time. 

  
 7 








 “Legal Holiday”, with respect to any Place of Payment or other location,
means a Saturday, a Sunday or a day on which banking institutions in such Place of Payment or other location are not authorized or obligated to be open. 
 “Maturity”, with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this
Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date. 

“OECD” means the Organization for Economic Co-operation and Development. 

“Office” or “Agency”, with respect to any Securities, means an office or agency of the Company
maintained or designated in a Place of Payment for such Securities pursuant to Section 10.02 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 10.02 or, to the extent designated
or required by Section 10.02 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 

“Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman, the
President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary or any Person duly authorized of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of
or counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. 

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of
an amount less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 5.02. 

“Outstanding”, when used with respect to any Securities, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except: 
 (i) any such Security theretofore
cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation; 
 (ii) any such Security for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto with the Trustee or any Paying Agent (other than the Company),
in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (iii) any
such Security with respect to which the Company has effected defeasance pursuant to the terms hereof, except to the extent provided in Section 4.02; and 
 (iv) any such Security which has been paid pursuant to Section 3.07 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless
there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a protected purchaser in whose hands such Security is a valid obligation of the Company; 
 provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of the Syndicate for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for
such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.02 at the time of such determination, (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding for such purposes shall be equal to the
principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, (iii) the principal amount of a Security denominated in a Foreign Currency shall be the Dollar equivalent,
determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined in
(i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to


  
 8 








 
be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or an Affiliate of the Company or such other
obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of, or any premium
or interest on, or any Additional Amounts with respect to, any Security on behalf of the Company. 
 “Person”
means any individual, Corporation, limited liability company, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment”, with respect to any Security, means the place or places where the principal of, or any premium or
interest on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same
indebtedness as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security
shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security. 

“Procedimientos Concursales” means, collectively, any proceedings relating to the bankruptcy (concurso),
dissolution or winding up of the Company or any other proceeding which requires the application of the priorities provided by the Spanish Bankruptcy Law (Ley Concursal), the Spanish Commercial Code (Código de Comercio), the
Spanish Civil Code (Código Civil) and any other applicable Spanish laws. 
 “Project Finance
Indebtedness” means any present or future Indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of the Company, in respect of which the person or persons to whom any
such Indebtedness is or may be owed by the relevant borrower (whether or not the Company) is entitled to have recourse solely to such asset and revenues generated by the operation of, or loss or damage to, such asset. 

“Redemption Date”, with respect to any Security or portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture. 
 “Redemption Price”, with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture. 

“Regular Record Date” for the interest payable on any Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture as the “Regular Record Date”. 
 “Regulations” mean
the rules attached to the Spanish public deed of issuance (escritura de emisión) for a series of Securities governing the taking of Acts by the Syndicate of Holders of Securities of such series and the relationship between such
Syndicate and the Company and the Commissioner. 
 “Resolution” means, with respect to any Person, that any
relevant Spanish authority (including the Fund for Orderly Bank Restructuring (Fondo de Restructuración Ordenada Bancaria) and the Bank of Spain) shall have announced or determined that such Person has or shall become the subject of a
“resolution” (resolución) as such term is defined in Law 9/2012. 
 “Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any
time there is more than one Person acting as Trustee under this Indenture, “Securities”, with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee. 

  
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 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.06. 
 “Special Record Date” for the payment of any Defaulted
Interest on any Security means a date fixed by the Trustee pursuant to Section 3.08. 
 “Stated Maturity”
means, with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, the date established by or pursuant to this Indenture as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional Amounts are, due and payable. 

“Subsidiary” means any Corporation of which, at the time of determination, the Company or one or more Subsidiaries owns
or controls directly or indirectly more than 50% of the shares of such Corporation’s Voting Stock. 

“Syndicate” means the syndicate (sindicato) constituted of all Holders of Securities of a particular series at
any particular time, as provided in and governed by the Regulations applicable to Securities of such series and Title XI, Chapter IV of the Spanish Companies Act (Ley de Sociedades de Capital). 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture
Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of
the purposes of such Act or provision, as the case may be. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities
of any series shall mean the Trustee with respect to the Securities of such series, provided that the Trustee shall not be the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. 

“United States”, except as otherwise provided herein or in any Security, means the United States of America (including
the states thereof and the District of Columbia), and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). 

“U.S. Depository” or “Depository” means, with respect to any Security issuable or issued in the form of
one or more Global Securities, the Person designated as U.S. Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository”
shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities. 

“U.S. Government Obligations” means securities which are (i) direct obligations of the United States of America in
which the principal of or any premium or interest on such Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of the United States
of America or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such U.S. Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal of or other amount with respect to the U.S. Government Obligation evidenced by such depository receipt. 

“Vice President” when used with respect to the Company or the Trustee, means any vice president or similar officer,
whether or not designated by a number or a word or words added before or after the title “Vice President”. 

  
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 “Voting Stock” means stock or shares of a Corporation of the class or
classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Corporation provided that, for the purposes hereof, stock or shares which carry only the
right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such event shall have happened. 
 Section 1.02. Compliance Certificates and Opinions. Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Each Officer’s Certificate and Opinion of Counsel shall comply with the
requirements of Section 314(e) under the Trust Indenture Act. 
 Section 1.03. Form of Documents Delivered to
Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion with respect to the matters upon which his certificate or opinion is based are erroneous. Any such
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument. 

Section 1.04. Acts of Holders. (a) Except as otherwise provided under this Indenture, the Regulations of the Syndicate
of Holders of Securities of a series or the Trust Indenture Act, any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by Holders of Securities of such
series shall be given or taken only by resolution duly adopted in accordance with this Indenture and the Regulations of the Syndicate of Holders of Securities of such series at a meeting of such Syndicate duly called and held in accordance with such
Regulations, which resolution as so adopted is herein referred to as the “Act” of the Holders. Any such Act will be embodied in the record of such meeting and will become effective when such record is delivered to the Trustee
pursuant to the Regulations of such Syndicate and, where it is expressly required, to the Company. Proof of the record of any meeting of a Syndicate as specified in the Regulations with respect to such Syndicate shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Company and any agent of the Trustee or the Company, if made in the manner provided in the Regulations related to such Syndicate.

 (b) The ownership, principal amount and serial numbers of Securities held by any Person, and the date of the commencement and
the date of the termination of holding the same, shall be proved by the Security Register. 
 (c) If the Company wishes to
solicit from the Holders of any Securities any Act, the Company shall give notice to the Trustee to request that the Commissioner call a meeting of the Syndicate or Syndicates of Holders of the affected series of Securities in accordance with the
relevant Regulations, which notice shall include the substance of the matter or matters proposed to be considered at such meeting, and the Trustee shall request that the Commissioner give notice of any such meeting, together with the substance of
the matter or matters proposed to be considered at such meeting, in accordance with the relevant Regulations within 14 days of receipt of such notice from the Company. 
 (d) For the purpose of determining the Holders of Outstanding Securities of a series entitled to give, make or take any Act provided or permitted by this Indenture, only the Holders of Securities
Outstanding at the close of business on any record date established by the Commissioner in accordance with the Regulations of the Syndicate of Holders of Securities of such series, as shown in the Security Register, shall be deemed to be Holders of
such Securities for the purpose of determining whether the Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such Act. 

  
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 (e) Any request, demand, authorization, direction, notice, consent or waiver by the Holder
of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by
the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such request, demand, authorization, direction, notice, consent or waiver is made upon such Security. 

Section 1.05. Notices, etc., to Trustee and Company. (a) Any request, demand, direction, notice, or record of an Act of
Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder, or any request, demand, authorization, direction, notice, consent or waiver by the Company, shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office and, so long as The Bank of New York Mellon is Trustee hereunder, with a copy to The Bank of New York Mellon
London Branch at One Canada Square, London E14 5AL, United Kingdom. 
 (b) Any record of an Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to the Company addressed to the attention of Financial Department at Paseo de la Castellana, 81, 18th Floor, 28046, Madrid, Spain (Facsimile number: +34 91 537 40 11), or at any other address previously furnished
in writing to the Trustee by the Company. 
 (c) Any request, demand, direction or notice of the Trustee provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with, the Commissioner, shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Commissioner at the Corporate Trust Office or at
any other address previously furnished in writing to the Trustee by the Commissioner. 
 Section 1.06. Notice to Holders
of Securities; Waiver. (a) Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given to Holders of
Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such Notice. In addition to the foregoing, notice of any meeting of Holders of Securities of a given series shall be given in accordance with Section 1.04(c) and the Regulations of the Syndicate of Holders of
Securities of such series. 
 (b) Any notice which is given in the manner provided in this Section 1.06 and the applicable
Regulations shall be conclusively presumed to have been duly given or provided. Without limiting the generality of the foregoing, in any case where notice to Holders of Securities is given by mail as provided by this Section 1.06, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. In the case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee, in addition to any notice required to be made under the applicable
Regulations, shall constitute a sufficient notification for every purpose hereunder. 
 (c) Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 Section 1.07. Language of Notices. Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 
 Section 1.08. Conflict with Trust Indenture Act. If any provision hereof or of the Regulations of the Syndicate of Holders of Securities of a given series limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the provision of the Trust Indenture Act shall control. If any provision hereof or of the Regulations of the Syndicate of Holders of
Securities of a given series modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to this Indenture and the relevant Regulations as so
modified or to be excluded, as the case may be. 

  
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 Nothing in the Regulations of the Syndicate of Holders of Securities of any series or duties
of the Commissioner of such Syndicate will limit or restrict the ability of the Trustee to perform its duties as Trustee under the Indenture and, in the event of conflict, this Indenture and the obligations of the Trustee hereunder will control and
prevail. 
 Section 1.09. Effect of Headings and Table of Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. 
 Section 1.10. Successors and
Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.11. Separability Clause. In case any provision in this Indenture or any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.12. Benefits of Indenture.
Nothing in this Indenture or any Security, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder and the Holders of Securities, any benefit, any legal
or equitable right, remedy or claim under this Indenture. 
 Section 1.13. Governing Law and Waiver of Jury Trial.
This Indenture and the Securities shall be governed by and construed under the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and
execution by the Company of this Indenture and the Securities, the Securities as set forth therein and Section 1.17 and Section 1.18 shall be governed by and construed in accordance with Spanish law. The Regulations of each Syndicate and
the duties of and all other matters relating to the Commissioner shall be governed by and construed in accordance with Spanish law. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Indenture or the Securities or any transaction related hereto or thereto to the fullest extent permitted by applicable law. 
 Section 1.14. Legal Holidays. In any case where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date on which a Holder has the right to convert Securities
of a series that are convertible, shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security other than a provision in any Security that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such date, and such Securities need not be converted on such date but such payment may be made, and such Securities may be converted, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity, or on such last day for conversion and no interest shall accrue on the amount payable on such date or
at such time for the period from and after such Interest Payment Date, Stated Maturity or Maturity, as the case may be. 

Section 1.15. Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument. 
 Section 1.16. Appointment of Agent for Service;
Submission to Jurisdiction. The Company has designated and appointed Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 as its authorized agent (the “Authorized
Agent”) upon which process may be served in any suit or proceeding in any U.S. federal or state court in the Borough of Manhattan, The City of New York arising out of or relating to the Securities or this Indenture, but for that purpose
only, and agrees that service of process upon said Authorized Agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any U.S. federal or state court in the Borough of Manhattan, The City of New
York, New York. Such appointment shall be irrevocable so long as any of the Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company
shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such
designation and appointment of said Authorized Agent in full force and effect so long as any of the Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to
take any such action. The Company hereby submits (for the purpose of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any
objection it may have now or hereafter to the laying of the venue of any such suit or proceeding. 

  
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 Section 1.17. Establishment of Syndicate and Appointment of Commissioner. For
each series of Securities issued hereunder, the Company shall establish a Syndicate in relation to such series of Securities constituting all holders of the Securities of that series in accordance with the Spanish Companies Act (Ley de Sociedades
de Capital). The Company shall designate and appoint, in the Spanish deed of issuance (escritura de emisión) related to the Securities of that series, The Bank of New York Mellon, or any other Person named as Trustee hereunder in
respect of Securities of such series, as Commissioner of such Syndicate. The Bank of New York Mellon, or any other Person named as Trustee hereunder in respect of Securities of such series, as the case may be, shall serve as Commissioner under the
Regulations related to Securities of such series until The Bank of New York Mellon or such other Trustee resigns or is removed as Trustee by the Company or an Act of Holders of Outstanding Securities of a series or otherwise pursuant to Article 6
and a Person shall have become successor Trustee hereunder with respect to Securities of such series. Thereafter “Commissioner” in respect of Securities of such series shall mean each such successor Trustee hereunder with respect to
Securities of such series. Every Holder of Securities of such series will be deemed to have agreed to membership in the Syndicate in respect of Securities of such series and to have granted full power and authority to the Trustee with respect to
Securities of such series to act as its proxy to vote at the first meeting of the Syndicate of Holders of Securities of such series in favor of ratifying the Regulations in respect of such Syndicate, the designation and appointment of such Trustee
as Commissioner of such Syndicate and the actions of the Commissioner of such Syndicate performed prior to such first meeting of such Syndicate. 
 The Company agrees to indemnify the Commissioner for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection
with the exercise or performance of any of its powers or duties under the Regulations of the Syndicate of Holders of Securities of any series, except to the extent that any such loss, liability or expense may be attributable to its negligence or bad
faith or except to the extent any such loss, liability or expense is incurred pursuant to the request or direction of the Holders of Securities of any series or the Syndicate established with respect to such series of Securities. 

The Company agrees to reimburse the Commissioner for the expenses set forth in Article XIII of the form of Regulations for the Syndicate
of Holders of Securities of each series. 
 Section 1.18. Meetings of the Syndicate. The Trustee shall request that
the Commissioner call meetings of each Syndicate of Holders of Securities of the affected series as provided herein. 

ARTICLE 2 

SECURITIES FORMS 
 Section 2.01. Forms Generally. Each Security issued pursuant to this Indenture shall be substantially in the form set forth in Exhibits A and B hereto or in such other form established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any
indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security as evidenced by
their execution of such Security. 
 Unless otherwise provided in or pursuant to this Indenture, the Securities shall be
issuable in registered form only without coupons and shall not be issuable upon the exercise of warrants. 
 Definitive
Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities. 
 Section 2.02. Form of Trustee’s
Certificate of Authentication. Subject to Section 6.13, the Trustee’s certificate of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	The Bank of New York Mellon,
		 	as Trustee
		
	By:	 	  

		 	Authorized Officer



  
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 Section 2.03. Securities in Global Form. The Securities may be issuable in
global form, substantially in the form set forth in Exhibits B and C hereto or in such other form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto. If Securities of a series shall be issuable in
global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges of interests in the Global Security for Securities issued in definitive
form on the books and records of the Trustee. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in
such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 3.03 or Section 3.05 with respect thereto. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.05, the Trustee shall deliver and redeliver any Global Security in permanent form in the manner and upon instructions given by the Person specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 3.03 or Section 3.05 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Global Security shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and
need not be accompanied by an Opinion of Counsel. 
 Notwithstanding the provisions of Section 3.08, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and any premium and interest on any Global Security in permanent form shall be made to the Person or Persons specified in the Global Security. 

Notwithstanding the provisions of Section 3.09 and except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security in registered form, the Holder of such permanent Global Security in registered form.

 Section 2.04. Forms of Legends for Global Securities. Unless otherwise specified as contemplated by
Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear legends in substantially the following form: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 
 This Security may not be offered or sold in the Kingdom of Spain by means of a public offer (as defined and
construed by Spanish law) and may only be offered or sold in the Kingdom of Spain in compliance with the requirements of Law 24/1988 of July 28, 1988 (as amended from time to time) on the Spanish Securities Market and Royal Decree 1310/2005 of
November 4, 2005 on listing in secondary markets, public offers and the prospectus required for those purposes. 

ARTICLE 3 

THE SECURITIES 
 Section 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may
be issued in one or more series. 
 With respect to any Securities to be authenticated and delivered hereunder, there shall be
established or issued in or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series, 

(a) the title of such Securities and series in which such Securities shall be included; 

(b) any limit on the aggregate principal amount of the Securities of such title or the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.05, 3.06, 3.07, 9.05 or
11.07 or the terms of such Securities and except for any Securities that, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); 

  
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 (c) whether such Securities may be converted into or exercised or exchanged for debt or
equity securities of the Company or one or more third parties, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the holder or at the Company’s
option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of securities issuable or deliverable upon conversion,
exercise or exchange may be adjusted; 
 (d) the price or prices (expressed as a percentage of the aggregate principal amount
thereof) at which such Securities will be issued; 
 (e) if any of such Securities are to be issuable in global form, when any
of such Securities are to be issuable in global form and (i) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.06, (ii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any Global
Security and (iii) the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04; 
 (f) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal, or any portion of the principal amount, of such Securities is payable and,
if other than the full principal amount thereof, the portion, or the method or methods by which such portion is determined, of the principal amount of such Securities payable on such date or dates; 

(g) the rate or rates (which may be fixed or variable) at which such Securities will bear interest, if any, or the method or methods, if
any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which
such interest shall be payable and the Regular Record Date, if any, for the interest payable on Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the
notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

 (h) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal
of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Securities may be surrendered for registration of transfer, any of such Securities may be surrendered for
exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; the extent to which, or the manner in which, any interest payment on a Global Security on an Interest Payment Date will be paid
and the manner in which any principal of or premium, if any, on any Global Security will be paid; 
 (i) whether any of such
Securities are to be redeemable at the option of the Company or of the Holder thereof and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in
whole or in part, at the option of the Company or of the Holder thereof and the terms and provisions of such optional redemption; 
 (j) whether the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the period or
periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased; 
 (k) the denominations in which any of such Securities shall be issuable; 

(l) whether any of the Securities will be issued as Original Issue Discount Securities; 

(m) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined; 
 (n) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable and the
manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01; 

  
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 (o) if the principal of, any premium or interest on or any Additional Amounts with respect
to, any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in a Currency other than that in which such Securities are stated to be payable, the period or periods within which, and the other terms
and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities or any of
them are to be so payable; 
 (p) whether the amount of payments of principal of, any premium or interest on or any Additional
Amounts with respect to, such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity
indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 
 (q) whether the Person in whose name a Security is registered at the close of business on the Regular Record Date for payment of interest shall be entitled to designate some other person as the recipient
of such interest payment; 
 (r) any deletions from (which may be in its entirety), modifications of or additions to the Events
of Default or covenants of the Company with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein and any change in the right of the Trustee or
the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02; 

(s) the applicability, if any, of Section 4.02 to any of such Securities and any provisions in modification of, in addition to or in
lieu of any of the provisions of Section 4.02; 
 (t) if any of such Securities are to be issuable upon the exercise of
warrants, the time, manner and place for such Securities to be authenticated and delivered; 
 (u) if any of such Securities are
to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the
form and terms of such certificates, documents or conditions; 
 (v) if there is more than one Trustee, the identity of the
Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities; 
 (w) the “Stated Intervals” and the “Record Date” for purposes of Sections 312(a) (in the case of non-interest bearing Securities) and 316(c), respectively, of the Trust Indenture Act;

 (x) any material U.S. federal or Spanish income tax considerations applicable to such Securities; 

(y) any other terms of such Securities which the Company may establish in accordance with Section 9.02; 

(z) the deed of issuance (escritura de emisión), which shall be in the Spanish language, related to that series of
Securities, and the Regulations related to such series of Securities, which shall be in the Spanish language and accompanied by a non-official English translation thereof; and 
 (aa) any deletions from (which may be in its entirety), modifications of or additions to the provisions of Section 10.04. 
 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or in any indenture supplemental
hereto pertaining to such Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of
persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of
the Securities of such series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be
reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. 

  
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 If any of the terms of the Securities of any series shall be established by action taken by
or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series. 

Section 3.02. Currency; Denominations. Unless otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Securities denominated in Dollars shall be issuable in registered form without
coupons. Securities shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture. 
 Section 3.03. Execution, Authentication, Delivery and Dating. Securities shall be executed on behalf of the Company by one of the representatives of the Company entitled to do so by Board
Resolution or by any member of the Board of Directors. The signature of any of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, executed by the Company, to the Trustee for authentication and, provided
that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.01 and a Company Order for the authentication and delivery of such Securities have
been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon,

 (a) an Opinion of Counsel to the effect that: 

(i) the form or forms and terms of such Securities, if any, have been established in conformity with the provisions of
this Indenture; 
 (ii) all conditions precedent to the authentication and delivery of such Securities have been
complied with and that such Securities, when completed by appropriate insertion and executed and delivered by the Company to the Trustee for authentication pursuant to this Indenture and authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; 

(iii) all laws and requirements in respect of the execution and delivery by the Company of such Securities, if any, have
been complied with; and 
 (iv) this Indenture has been qualified under the Trust Indenture Act; and 

(b) an Officer’s Certificate stating that, to the best knowledge of the Persons executing such certificate, no event which is, or
after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 
 If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of each Security,
but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Company that the Trustee
authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have
been complied with. 
 The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any
Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee
or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 

  
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 Each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such
Security a certificate of authentication substantially in the form provided for in Section 2.02 or 6.13 executed by or on behalf of the Trustee by the manual signature of one of its authorized officers or by the Authenticating Agent. Such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
 Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 3.10, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

Section 3.04. Execution of Spanish Deed of Issuance and Form of Regulations. The Trustee, who shall serve as Commissioner of
the Syndicate for each series of Securities issued hereunder, shall sign the Spanish deed of issuance (escritura de emisión) related to each such series of Securities. Each such Spanish deed of issuance (escritura de
emisión) shall be filed with the Mercantile Registry of Vizcaya and shall include the Regulations in respect of such Syndicate. The form of Regulations for the Syndicate of Holders of Securities of each series is set forth in Annex A
hereto. 
 Section 3.05. Temporary Securities. Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided in Section 3.03, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form. Such temporary Securities may be in global form. 

Except in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and
containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series. 
 Section 3.06. Registration, Transfer and
Exchange. (a) The Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of the Securities of such series and of transfers of the Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of
Securities. In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times. The Trustee is hereby initially appointed as Security Registrar for each series of
Securities. In the event that the Trustee shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. Unless otherwise provided with
respect to a particular series of Securities, there shall be only one Security Register for each series of Securities. 
 (b)
Upon surrender for registration of transfer of any Security of any series at any Office or Agency for such series, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

(c) At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series containing identical
terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Securities are so surrendered for exchange, the
Company shall execute and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

  
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 (d) Each Global Security authenticated under this Indenture shall be registered in the name
of the Depository designated for such Global Security or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this
Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for definitive registered securities, a Global Security may not be transferred except as a whole by the Depository to a nominee of
such Depository or by a nominee of such Depository to such Depository or by such Depository. Except as otherwise provided in or pursuant to this Indenture, any Global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as Depository or has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the Company within 60 days of
the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect it has elected to cause the issuance of definitive registered Securities, (iii) an Event of Default has
occurred and is continuing with respect to the Securities, or (iv) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. If the
beneficial owners of interests in a Global Security are entitled to exchange such interests for definitive Securities, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal
amount of such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by the U.S. Depository or such other Depository as shall
be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not be contained
in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global
Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a
Security is issued in exchange for any portion of a Global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest
or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of this Indenture. 

(e) All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company
evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. 

(f) Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer substantially in the form set forth in Exhibit D hereto or in such other form satisfactory to the Company and the Security
Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. 
 (g) No service
charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including the fees and
expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.05, 9.05 or 11.07 not involving any transfer. 

(h) Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the
transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under Section 11.03 and ending at the close of
business on the day of such selection, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be
redeemed or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


  
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 Section 3.07. Mutilated, Destroyed, Lost and Stolen Securities. (a) If any
mutilated Security is surrendered to the Trustee, subject to the provisions of this Section 3.07, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not contemporaneously outstanding, appertaining to the surrendered Security. 
 (b) If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and, upon the
Company’s request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding. 
 (c) Notwithstanding the foregoing provisions of this Section 3.07,
in case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

(d) Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 (e) Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, shall constitute a separate obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series, if any, duly issued hereunder. 

(f) The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or
generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 3.08. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.
(a) Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Security which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. 

The Company shall, before 10:00 a.m. (New York time) on each due date of the principal or (and premium, if any) or interest or any other
amounts due on any Securities, deposit with a Paying Agent a sum in immediately available funds sufficient to pay the principal (and premium, if any) or interest or any other amounts due or so becoming due, such sum to be held in trust by the Paying
Agent for the benefit of the Persons entitled to such principal, premium or interest or any other amounts due and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee and the Paying Agent of its action or failure so
to act. Subject to actual receipt of such funds as provided by this Section by the designated Paying Agent, such Paying Agent shall make payments on the Securities in accordance with the provisions of this Indenture. 

(b) Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Security
which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (i) or (ii) below: 

(i) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Security (or a
Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted 

  
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Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit
of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to
the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holder of such Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than ten days prior to such Special Record Date. The Trustee shall, at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be published at least once in
an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or a Predecessor Security thereof) shall be registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following Clause (ii). 
 (ii) The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. 
 (c) Unless otherwise provided in the form of Securities of any particular series pursuant to the provisions of this Indenture, at the option of the Company, interest on Securities that bear interest may
be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States. 

(d) Subject to the foregoing provisions of this Section and Section 3.06, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

Section 3.09. Persons Deemed Owners. (a) Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of principal of, any premium
and (subject to Section 3.08) interest on and any Additional Amounts with respect to such Security and for all other purposes whatsoever, whether or not any payment with respect to such Security shall be overdue, and neither the Company nor the
Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 (b) No holder of any
beneficial interest in any Global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such Global Security, and such Depository may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depository as Holder of any Security. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 3.10. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee for any such purpose, shall be
cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder that the Company has not issued and sold, and all Securities so delivered shall be cancelled promptly by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities held by the Trustee shall be cancelled
by the Trustee in accordance with its customary practice, unless by a Company Order the Company directs their return to it. 

  
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 Section 3.11. Computation of Interest. Except as otherwise provided in or
pursuant to this Indenture, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. 

ARTICLE 4 

SATISFACTION AND DISCHARGE OF INDENTURE 

Section 4.01. Satisfaction and Discharge. (a) Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Securities specified in such Company Order (except as to any surviving rights of registration of transfer or exchange or conversion of Securities of such series herein expressly provided
for and any right to receive Additional Amounts), and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

 (i) either 
 (A) all Securities of such series theretofore authenticated and delivered (other than (y) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.07 and (z) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 
 (B) all Securities
of such series and, in the case of (1) or (2) below, not theretofore delivered to the Trustee for cancellation 
 (1) have become due and payable, or 
 (2) will become due and
payable at their Stated Maturity within one year, or 
 (3) if redeemable at the option of the Company, are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Securities, to the date of such
deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be; 
 (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and 

(iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 
 (b) In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested
to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. 
 (c)
Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Sections 6.06 and 6.07 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (a)(i) of this Section, the obligations of the Trustee under Sections 3.06, 3.07, 4.03 and the last paragraph of Section 10.03 shall survive. 

Section 4.02. Defeasance and Covenant Defeasance. (a) If, pursuant to Section 3.01, provision is made for either or
both of (i) defeasance of the Securities of or within a series under subsection (b) of this Section 4.02 or (ii) covenant defeasance of the Securities of or within a series under subsection (c) of this Section 4.02,
then such provisions, together with the other provisions of this Section 4.02 (with such modifications thereto as may be specified pursuant to Section 3.01 with respect to any Securities), shall be applicable


  
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to such Securities, and the Company may at its option by Company Order, at any time, with respect to such Securities, elect to have Section 4.02(b) (if applicable) or Section 4.02(c)
(if applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Section 4.02. 
 (b) Upon the Company’s exercise of the above option applicable to this Section 4.02(b) with respect to any Securities of or within a series, the Company shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities on the date the conditions set forth in subsection (d) of this Section 4.02 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, and such Securities shall thereafter be deemed to be “Outstanding” only for the purposes of
subsection (e) of this Section 4.02 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and the Company shall be deemed to have satisfied all of its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in subsection (d) of this Section 4.02 and as more fully set forth in such Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, (ii) the Company’s obligations with respect to such Securities under Sections 3.06, 3.07, 10.02 and 10.03 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 4.02. The Company may exercise its
option under this Section 4.02(b) notwithstanding the prior exercise of its option under subsection (c) of this Section 4.02 with respect to such Securities. 
 (c) Upon the Company’s exercise of the above option applicable to this Section 4.02(c) with respect to any Securities of or within a series, the Company shall be released from, if specified
pursuant to Section 3.01, its obligations under any other covenant, with respect to such Outstanding Securities on and after the date the conditions set forth in subsection (d) of this Section 4.02 are satisfied (hereinafter,
“covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in
connection with such other covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. 
 (d) The following
shall be the conditions to application of subsection (b) or (c) of this Section 4.02 to any Outstanding Securities of or within a series: 
 (i) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply with the
provisions of this Section 4.02 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities,
(A) an amount in Dollars or in such Foreign Currency in which such Securities are then specified as payable at Stated Maturity, or (B) U.S. Government Obligations applicable to such Securities (determined on the basis of the Currency in
which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any
payment of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (C) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of Independent Public Accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on such outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 

(ii) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 

  
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 (iii) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of the establishment of such trust and, with respect to legal defeasance only, at any time during the period ending on the 91st
day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 
 (iv) In the case of an election under subsection (b) of this Section 4.02, the Company shall have delivered to the Trustee an opinion of counsel of recognized standing stating that (A) the
Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or (B) since the date of execution of this Indenture, there has been a change in the
applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred. 

(v) In the case of an election under subsection (c) of this Section 4.02, the Company shall have delivered to
the Trustee an opinion of counsel of recognized standing to the effect that the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and
will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 

(vi) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the defeasance or covenant defeasance under subsection (b) or (c) of this Section 4.02 (as the case may be) have been complied with. 

(vii) Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning
of the Trust Indenture Act (assuming all relevant Securities are in default within the meaning of such Act). 

(viii) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended and rules and regulations adopted by the Commission thereunder, unless such trust shall be registered under such Act or exempt from registration thereunder.

 (ix) Notwithstanding any other provisions of this Section 4.02(d), such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. 

(e) Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (or other property
as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.02(e), the “Trustee”) pursuant to
subsection (d) of Section 4.02 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. 
 (f) Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 4.02(d)(i) has been made, (i) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.01 or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 4.02(d)(i) has been
made in respect of such Security, or (ii) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 4.02(d)(i) has been made, the indebtedness represented by such Security shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, and Additional Amounts, if any, on such Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event
based on the applicable market exchange rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such Foreign Currency in effect at the time of the Conversion Event.


  
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 (g) Anything in this Section 4.02 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in subsection (d) of this Section 4.02 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance
or covenant defeasance, as applicable, in accordance with this Section 4.02. 
 Section 4.03. Application of Trust
Money. Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01 or 4.02 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the Persons entitled thereto, of the principal, premium, interest and
Additional Amounts for whose payment such money has or U.S. Government Obligations have been deposited with or received by the Trustee; but such money and U.S. Government Obligations need not be segregated from other funds except to the extent
required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 4.02 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding
Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Order of the Company any money or U.S. Government Obligations held by it as provided in Section 3.02 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the defeasance or covenant defeasance, as the case may be, with respect to such
Securities. 
 Section 4.04. Prescription. All claims made against the Company for payment of principal of, or
interest (including Additional Amounts) on, or in respect of, the Securities shall become void unless made within ten years (in the case of principal) and five years (in the case of interest (including Additional Amounts)) from the later of
(i) the date on which such payment first became due and (ii) if the full amount payable has not been received by the applicable Trustee in New York City on or prior to such due date, the date on which the full amount is so received.

 Section 4.05. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article 4 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 4 until such time as the Trustee or such Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 4; provided, however, that, if the Company has made any payment of principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or such Paying Agent. 
 ARTICLE 5 
 REMEDIES 

Section 5.01. Events of Default. “Event of Default”, wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution creating a particular series of Securities or in the Officer’s
Certificate for such series, and except as set forth in the last paragraph of this Section 5.01: 
 (a) default by the
Company in the payment of the principal of any Security of such series when due and payable at its Maturity and such default is not remedied within 14 days; or 
 (b) default by the Company in the payment of any interest on or any Additional Amounts payable in respect of any Security of such series when such interest becomes or such Additional Amounts become due
and payable, and continuance of such default for a period of 21 days; or 

  
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 (c) default by the Company in the payment of any premium or deposit of any sinking fund
payment, when and as due by the terms of a Security of such series and such default is not remedied in 30 days; or 
 (d)
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or the Securities (other than a covenant or warranty default in the performance or breach of which is elsewhere in this Section specifically dealt
with or which has been expressly included in this Indenture solely for the benefit of a series of Securities other than such series), and continuance of such breach or default for a period of 30 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by any Holder or the Holders of any Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or 
 (e) any Capital Markets Indebtedness of the Company, or any
guarantee by the Company of any Capital Market Indebtedness of any other person, in each case where the principal amount of such Capital Markets Indebtedness is in any case in excess of U.S.$50,000,000 (or its equivalent in another currency or other
currencies), is not: (i) in the case of Capital Markets Indebtedness of the Company, paid when due (after the longer of 30 days after the due date and any applicable grace period therefor) or becomes prematurely due and payable following a
default on the part of the Company or otherwise in respect of such Capital Markets Indebtedness, or (ii) in the case of any guarantee by the Company of any Capital Market Indebtedness of any other person, honored when due (after the longer of
30 days after the due date and any applicable grace period therefor); or 
 (f) an order is made by any competent court
commencing insolvency proceedings (procedimientos concursales) against the Company or an order of any competent court or administrative agency is made or a resolution is passed by the Company for the dissolution or winding up of the Company
(except (i) in any such case for the purpose of a reconstruction or a merger or amalgamation which has been approved by Act of the Holders relating to such series or (ii) where the entity resulting from any such reconstruction or merger or
amalgamation is a Financial Institution (entidad de crédito according to article 1-2 of Real Decreto Legislativo 1298/1986 dated June 28, 1986, as amended and restated) and will have a rating for long-term senior debt assigned by
Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings Ltd. equivalent to or higher than the rating for long-term senior debt of the Company immediately prior to such reconstruction or merger or
amalgamation); or 
 (g) the Company is adjudicated or found bankrupt or insolvent by any competent court, or any order of any
competent court or administrative agency is made for, or any resolution is passed by the Company to apply for, judicial composition proceedings with its creditors for the appointment of a receiver or trustee or other similar official in insolvency
proceedings (procedimientos concursales) in relation to the Company or of a substantial part of the assets of the Company (unless in the case of an order for a temporary appointment, such appointment is discharged within 30 days); or

 (h) the Company stops payment of its debts generally; or 

(i) the Company (except (i) for the purpose of an amalgamation, merger or reconstruction approved by Act of the Holders relating to
such series or (ii) where the entity resulting from any such amalgamation, merger or reconstruction will have a rating for long-term senior debt assigned by Standard & Poor’s Ratings Services, Moody’s Investors Service or
Fitch Ratings Ltd. equivalent to or higher than the rating for long-term senior debt of the Company immediately prior to such amalgamation, merger or reconstruction) ceases or threatens to cease to carry on the whole or substantially the whole of
its business; or 
 (j) a holder of a security interest takes possession of the whole or any substantial part of the assets or
business of the Company or an order of any competent court or administrative agency is made for the appointment of an administrative or other receiver, manager, administrator or similar official in relation to the Company or in relation to the whole
or any substantial part of the business or assets of the Company (in each case, other than in connection with a Resolution with respect to the Company), or a distress or execution is levied or enforced upon or sued out against any substantial part
of the business or assets of the Company and is not discharged within 30 days. 
 For the purpose of paragraphs (g),
(i) and (j) a report by the external auditors from time to time of the Company as to whether any part of the business or assets of the Company is “substantial” shall, in the absence of manifest error, be conclusive. 

Notwithstanding any other provision in this Section 5.01, any Resolution with respect to the Company shall not, in and of itself and
without regard to any other fact or circumstance, constitute an Event of Default under paragraphs 5.01(f) and 5.01(i) above with respect to the Securities of any series. 
 Section 5.02. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing,
then the Trustee, acting pursuant to an Act of the Holders of the Securities of 

  
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the relevant series, with respect to all Outstanding Securities of such series, or the Holder of any Outstanding Security of the relevant series, with respect to such Security held by such
Holder, may declare the principal, or such lesser amount as may be provided for in the Securities of such series, of such Securities or Security, as the case may be, to be due and payable immediately by giving written notice to the Company, and upon
receipt of any such declaration such principal or such lesser amount shall become immediately due and payable. 
 (b) At any
time after such a declaration of acceleration with respect to Securities or Security, as the case may be, of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series, may by Act, rescind and annul such declaration and its consequences if: 

(i) the Company has paid or deposited with the Trustee a sum of money sufficient to pay: 

(A) all overdue installments of any interest on and Additional Amounts with respect to all Securities of such series,

 (B) the principal of and any premium on any Securities of such series which have become due otherwise than by
such declaration of acceleration and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities, 

(C) to the extent that payment of such interest or Additional Amounts is lawful, interest upon overdue installments of any
interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and 
 (D) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07; and 

(ii) all Events of Default with respect to Securities of such series, other than the non-payment of the principal of and
any premium and interest on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 5.13. 

(c) No such rescission shall affect any subsequent default or impair any right consequent thereon. 

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company covenants that if:

 (i) default is made in the payment of any installment of interest on or any Additional Amounts with respect to
any Security when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 21 days, or 
 (ii) default is made in the payment of the principal of or any premium on any Security at its Maturity and such default is not remedied within 14 days, 

the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount of money then due
and payable with respect to such Securities, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the
rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 6.07. 
 (b) If
the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, acting upon an Act of the Holders of Securities of such series or in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon
such Securities, and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

(c) If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. 

  
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 Section 5.04. Trustee May File Proofs of Claim. (a) In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such
series, of the principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel and of the Holders of Securities) allowed in such judicial proceeding, and 

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder of Securities to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 6.07. 
 (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding. 

Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this
Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the
ratable benefit of each and every Holder of a Security in respect of which such judgment has been recovered. 

Section 5.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due to the
Trustee and any predecessor Trustee under Section 6.07; 
 SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due
and payable on such Securities for principal and any premium, interest and Additional Amounts, respectively; 
 THIRD: The
balance, if any, to the Person or Persons entitled thereto. 
 Section 5.07. Limitations on Suits. No Holder of any
Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of such series; 
 (ii) the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder with respect to such series of Securities and such Holder or Holders have
offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 

  
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 (iii) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and 
 (iv) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; 
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect,
disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 
 Section 5.08. Unconditional Right
of Holders to Receive Principal and any Premium, Interest and Additional Amounts. Notwithstanding any other provision in this Indenture and in any Security, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, any premium and (subject to Section 3.08) interest on, and any Additional Amounts with respect to, such Security on or after the respective Stated Maturity or Maturities therefor specified in such Security
(or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on or after the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired or affected without the consent of such Holder, except that Holders of not less than 75% in principal amount of Outstanding Securities of a series may consent by Act, on behalf of
the Holders of all Outstanding Securities of such series, to the postponement of the Stated Maturity of any installment of interest for a period not exceeding three years from the original Stated Maturity of such installment (which original Stated
Maturity shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment). 

Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each
such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no
such proceeding had been instituted. 
 Section 5.10. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.07, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security
is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
any Holder of a Security may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 
 Section 5.12. Control by Holders of Securities. The Holders of a majority in principal amount of the Outstanding Securities of the relevant series, by Act, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that 

(i) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any
series, 
 (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction, and 
 (iii) such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action. 

  
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 Section 5.13. Waiver of Past Defaults. (a) Subject to
Section 5.02(b)(i)(D), the Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of such series may, by Act, waive any past default hereunder with
respect to such series and its consequences, except a default 
 (i) in the payment of the principal of or any
premium, or interest on, or any Additional Amounts with respect to, any Security of such series, or 
 (ii) in
respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 

(b) Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Section 5.14. Waiver of Stay or Extension Laws. The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the extent that
it may lawfully do so) all benefit or advantage of any such law and covenant that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted. 
 Section 5.15. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess
reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company. 
 ARTICLE 6 

THE TRUSTEE 
 Section 6.01. Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as specifically set forth in this Indenture and the Trust Indenture Act and no
implied covenants nor obligations shall be read into this Indenture against the Trustee, except as otherwise required by the Trust Indenture Act. Whether or not herein or therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 Section 6.02. Certain Rights of Trustee. Except as set forth in this Article, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct. 
 Subject to Sections 315(a) through 315(d) of the
Trust Indenture Act: 
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or
a Company Order (in each case, other than delivery of any Security, to the Trustee for authentication and delivery pursuant to Section 3.03 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors
of the Company may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officer’s Certificate; 

  
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 (d) the Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the
request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation or
inquiry into (i) the performance of the Company of any of its covenants set forth in this Indenture and (ii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; 

(g) the Trustee shall not be charged with knowledge of the occurrence of any default or an Event of Default (other than an Event of
Default included in Section 5.01(a), Section 5.01(b) and Section 5.01(c) hereof), and such knowledge shall not be imparted to the Trustee, unless a Responsible Officer of the Trustee has received written notice of such default or
Event of Default from the Company or any Holder of an Outstanding Security of the relevant series and such notice references the specific default or Event of Default under the Securities of such series and this Indenture, and is given in the manner
required by Section 1.05 hereof; 
 (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

(i) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it; 
 (j) the rights, privileges, protections, immunities and benefits given to the Trustee pursuant to this
Indenture, including, without limitation, the indemnification of the Trustee pursuant to Section 6.07(a)(iii), are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder; 
 (k) under no circumstances will the Trustee be liable to the Company for any special,
indirect, punitive or consequential loss (being loss of business, goodwill, opportunity or profit) even if advised of the possibility of such loss or damage; 
 (l) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture; 
 (m) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

 (n) the Trustee will not be liable if prevented or delayed in performing any of its obligations by reason of any present or
future law applicable to it, by any governmental or regulatory authority or by any circumstance beyond its control; 
 (o) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith and reasonably and actually believed by it to be authorized or within the rights or powers conferred upon it pursuant to Section 5.12; 

(p) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God; it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and 

(q) following the occurrence of an Event of Default, the Trustee shall be entitled to require all agents (including the Paying Agent) to
act pursuant to its instruction. 

  
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 Section 6.03. Notice of Defaults. Within 90 days after the occurrence of any
default hereunder known to the Trustee with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 7.03(c), notice of such default
hereunder, unless such default shall have been cured or waived; provided, however, that except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on, or Additional Amounts with respect to,
any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the best interest of the Holders of Securities of such series. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such series. 
 Section 6.04. Not Responsible for
Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. 

Section 6.05. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person. 
 Section 6.06. Money Held in Trust. Except as provided in Section 4.03 and Section 10.03, money held by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder. 
 Section 6.07. Compensation and Reimbursement. (a) The Company agrees: 
 (i) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder as agreed between the Company and the Trustee (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (ii) except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith; and 

(iii) to indemnify the Trustee (which for the purposes of this Section 6.07(a)(iii) shall include its officers,
directors, employees and agents acting on behalf of the Trustee) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that
any such loss, liability or expense may be attributable to its negligence or bad faith. 
 (b) As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal
of, and premium or interest on or any Additional Amounts with respect to Securities. 
 (c) Any compensation or expense incurred
by the Trustee after a default specified by Section 5.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.07 shall include any
predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 6.07. The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and
the satisfaction, discharge or termination of this Indenture including any termination under any bankruptcy law. 

  
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 (d) In addition, and without prejudice to the rights provided to the Trustee under any of
the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Sections 5.01(f), (g), (h) and (i) hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended, to the extent permitted under applicable law, to constitute expenses of administration under any bankruptcy law. 
 Section 6.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that is a Corporation, organized and doing business under the laws of the United States
or of any state or territory or of the District of Columbia (or a corporation or other person permitted to act as Trustee by the Commission), eligible under Sections 310(a)(1), 310(a)(5) and 310(b) of the Trust Indenture Act to act as trustee under
an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by U.S.
federal or state authority. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 6.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 6.10. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the
Holders of a majority in principal amount of Outstanding Securities of such series. 
 (d) If at any time: 

(i) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture
Act with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or 

(ii) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request
therefor by the Company or any such Holder, or 
 (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 
 then, in any such case, (A) the Company, by or pursuant to a Company Order, may remove the Trustee with respect to all
Securities or the Securities of such series, or (B) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. In the case of any such
removal, the Trustee will thereupon cease to serve as the Commissioner of the Syndicate established with respect to such series of Securities. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the
Company, by or pursuant to a Company Order, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.10. Upon any such
appointment, such successor Trustee or Trustees with respect to the Securities of that or those series shall thereby become Commissioner of the Syndicate of Holders of that or those series of Securities pursuant to the Regulations of such Syndicate.
If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in 

  
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accordance with the applicable requirements of Section 6.10, become the successor Trustee and Commissioner with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company and the related successor Commissioner. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 6.10, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. Upon any such appointment, such successor Trustee with respect to the Securities of such series shall thereby become Commissioner of the Syndicate
of Holders of Securities of such series pursuant to the Regulations of such Syndicate. 
 (f) The Company shall give notice of
each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by instructing such successor Trustee to mail written notice of
such event by first class mail, postage prepaid, to the Holders of Securities, if any, of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 
 Section 6.10. Acceptance of Appointment by
Successor.  
 (a) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee but, on the request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.03, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.07. 
 (b) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder,
and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other
than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the
appointment of such successor relates and subject to Section 10.03 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.07. 

(c) Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

  
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 (d) No Person shall accept its appointment hereunder as a successor Trustee with respect to
the Securities of a series unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article and agree to thereby become Commissioner of the Syndicate of Holders of Securities of such series. 

Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto other than the provision of written notice to the Company. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

Section 6.12. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

Section 6.13. Appointment of Authenticating Agent. (a) The Trustee may appoint one or more Authenticating Agents
acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer,
partial redemption or pursuant to Section 3.07, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. 

(b) Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all
times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect specified in this Section. 
 (c) Any Corporation into
which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation
succeeding to the corporate agency, corporate trust or business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 (d) An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent
and the Company. 
 Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent, upon acceptance of
its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section. 
 (e) The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. 
 (f) The provisions of Sections 3.09, 6.04 and 6.05 shall be
applicable to each Authenticating Agent. 

  
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 (g) If an Authenticating Agent is appointed with respect to one or more series of Securities
pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 

 

			
	 The Bank of New York Mellon, As Trustee

		
	 By:
	 	  

		 	 As Authenticating Agent

		
	 By:
	 	  

		 	 Authorized Officer



 If all of the Securities of any series may not be originally issued at one time, and if the Trustee
does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in
writing (which writing need not be accompanied by or contained in an Officer’s Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company
with respect to such series of Securities. 
 Section 6.14. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust Indenture Act the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


  
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 ARTICLE 7 
 HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust
Indenture Act, the Company shall for so long as any Securities of any series are Outstanding furnish or cause to be furnished to the Trustee: 
 (a) semi-annually with respect to Securities of each series on May 15 and November 15 of the year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture
supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished. 

Section 7.02. Preservation of Information; Communications to Holders. (a) The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act. 
 (b) Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act. 
 Section 7.03. Reports by Trustee.
(a) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to Section 3.01, if required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture. 
 (b) The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act at the times specified therein. 
 (c) Reports pursuant to this Section shall be
transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. 

Section 7.04. Reports by Company. The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall for so long
as any Securities of any series are Outstanding: 
 (a) file with the Trustee, within 15 days after the Company files the same
with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; 
 (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to
compliance by the Company, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
 (c) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 

Delivery of reports, information and documents to the Trustee pursuant to this Section is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including compliance by the Company with any of its covenants hereunder, as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates. 

  
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 ARTICLE 8 
 CONSOLIDATION, MERGER AND SALES 
 Section 8.01. Company May Consolidate, etc. Subject to Section 5.01, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the
Company with or into any other Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or the successor or successors of the Company shall be a party or parties, or shall prevent
any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company). 
 Section 8.02. Successor Person Substituted. In the event of any merger, consolidation, sale, conveyance permitted by Section 8.01 and Section 5.01 above, Additional Amounts under the
Securities will thereafter be payable in respect of taxes imposed by the acquiring corporation’s, or the resulting corporation’s, jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the
obligation to pay Additional Amounts pursuant to Section 10.04 in respect of taxes imposed by the laws of the Kingdom of Spain) rather than taxes imposed by the Kingdom of Spain. Additional Amounts with respect to payments of interest or
principal due prior to the date of such merger, consolidation, sale, conveyance or lease will be payable only in respect of taxes imposed by the Kingdom of Spain. The acquiring or resulting corporation, as the case may be, will also be entitled to
redeem the Securities in the circumstances described in Section 11.08(a) with respect to any change or amendment to, or change in the application or official interpretation of the laws or regulations of such jurisdiction, which change or
amendment must occur subsequent to the date of any merger, consolidation, sale, conveyance or lease permitted by Section 8.01 and Section 5.01 if the successor entity is not incorporated or tax resident in the Kingdom of Spain. In the
event of assumption of the Company’s obligations in connection with a merger, consolidation, sale or conveyance of substantially all of its assets, the Company shall be released from all obligations and covenants under this Indenture or the
Securities, as the case may be. 
 ARTICLE 9 
 SUPPLEMENTAL INDENTURES 
 Section 9.01.
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of a series of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 
 (a) to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 
 (b) to add
to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or

 (c) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or 

(d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or

 (e) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

 (f) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes
of issue, authentication and delivery of Securities, as herein set forth; or 
 (g) to supplement any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 4; provided that any such action shall not adversely affect the interests of any Holder of a
Security of such series or any other Security in any material respect; or 
 (h) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities; or 
 (i) to secure the Securities; or 

  
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 (j) to delete, amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. 
 Section 9.02. Supplemental Indentures with Consent of Holders. (a) With the consent, as evidenced in an Act or Acts, as the case may be, of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each such series affected by such supplemental indenture voting as a class, the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture and of waiving future compliance with respect to
the Indenture; provided, however, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall 

(i) change the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts
with respect to, any Security, or reduce the principal amount thereof or the rate of interest thereon (except that Holders of not less than 75% in principal amount of Outstanding Securities of a series may consent by Act, on behalf of the Holders of
all of the Outstanding Securities of such series, to the postponement of the Stated Maturity of any installment of interest for a period not exceeding three years from the original Stated Maturity of such installment (which original Stated Maturity
shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment)) or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of
the Company to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 3.08 and permitted by Section 9.01(a)), or reduce the amount of the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section 5.04, or change the redemption provisions or adversely affect the right of
repayment at the option of any Holder as contemplated by Article 13, or change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the
right to institute suit for the enforcement of any such payment on or with respect to any Security on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of
the Holder, on or after the date for repayment), or 
 (ii) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements for a quorum or voting, or 
 (iii) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby, or 
 (iv) change in any manner
adverse to the interests of the Holders of Outstanding Securities of any series the terms and conditions of the obligations of the Company in respect of the due and punctual payment of the principal thereof (and premium, if any) and interest, if
any, thereon or any sinking fund payments, if any, provided for in respect thereof. 
 (b) A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of
such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 (c) It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 
 Section 9.03. Execution of Supplemental Indentures. As a condition to executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required
by Section 1.02, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate, each stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

  
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 Section 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith and such supplemental indenture shall form a part of this Indenture for all purposes and every Holder of a Security of a series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 Section 9.05. Reference in
Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and such Securities may be authenticated and delivered by the Trustee in exchange for outstanding Securities of such series. 
 Section 9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect. 
 ARTICLE 10 
 COVENANTS 
 Section 10.01. Payment of Principal and Any
Premium, Interest and Additional Amounts. The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and any Additional
Amounts with respect to, the Securities of such series in accordance with the terms thereof and this Indenture. 

Section 10.02. Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the
Company in respect of the Securities of such series relating thereto and this Indenture may be served. 
 The Company may also
from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of their obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for
each series the Borough of Manhattan, The City of New York, and initially appoints the Office or Agency of the Corporate Trust Office of the Trustee for such purpose. Pursuant to Section 3.01(h), the Company may subsequently appoint a place or
places in the Borough of Manhattan, The City of New York where such Securities may be payable. 
 Unless otherwise specified
with respect to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any
other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent. 
 Section 10.03. Money for Securities Payments to be Held in Trust. If the Company shall at any time act as the Company’s Paying Agent with respect to any series of Securities, it shall, on
or before each due date of the principal of, any premium or interest on or Additional Amounts with respect to, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the
principal of, any premium or interest on or any Additional Amounts with respect to, any Securities of such series, deposit with any Paying Agent a sum (in the currency or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

  
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 The Company shall cause each Paying Agent for any series of Securities (unless such Paying
Agent is the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

(i) hold all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts
with respect to, Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture; 

(ii) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in
the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and 
 (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 
 Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium or
interest on or any Additional Amounts with respect to, any Security of any series and remaining unclaimed at the end of two years after such payment of principal or any such premium or interest or any such Additional Amounts has been made shall be
repaid to the Company, on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New
York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the
Company. 
 Section 10.04. Additional Amounts. The provisions of this Section 10.04 shall be applicable to the
Securities of each series except as specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution creating such series of Securities or in the Officer’s Certificate for such series of Securities. The Company
hereby further agrees that any amounts to be paid by the Company with respect to each Security shall be paid without deduction or withholding for or on account of any and all present or future taxes or duties of whatever nature unless such
withholding or deduction is required by law. In the event any such withholding or deduction is imposed or levied by or on behalf of the Kingdom of Spain (the “Taxing Jurisdiction”) or any political subdivision or authority thereof
or therein having the power to tax, the Company will pay to the Holder such Additional Amounts in respect of principal, premium, if any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amount paid to
the Holder of such Security or to the Trustee or any Paying Agent, as the case may be, under this Indenture, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund
payments, if any, as specified in the Security to which such Holder or the Trustee would be entitled if no such deduction or withholding had been made; provided, however, that the foregoing obligation to pay Additional Amounts will not apply:

 (a) to, or to a third party on behalf of, a Holder who is liable for such Taxes by reason of such Holder (or the beneficial
owner of the Security for whose benefit such Holder holds such Security) having some connection with the Kingdom of Spain other than the mere holding of the Security (or such beneficial interest) or the mere crediting of the Security to its
securities account with the relevant Depository; 
 (b) in the case of a Security presented for payment (where presentation is
required) more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder would have been entitled to Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a
business day in such place of presentment; 

  
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 (c) in respect of any tax, assessment or other governmental charge that would not have been
imposed but for the failure by the Holder or beneficial owner of the Security to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of that
Security, if compliance is required by statute or by regulation of Spain or of any political subdivision or taxing authority thereof or therein as a precondition to reduction of or relief or exemption from the tax, assessment or other governmental
charge; 
 (d) where such withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive or law; 

(e) in respect of any Security presented for payment (where presentation is required) by or on behalf of a Holder who would be able to
avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or 
 (f) in the event that the
Securities are redeemed pursuant to Section 11.08(b) hereof. 
 Additional Amounts will also not be paid with respect to
any payment on any Security to any Holder who is a fiduciary, partnership, limited liability company or Person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Kingdom of Spain (or
any political subdivision thereof) to be included in the income, for Spanish tax purposes, of a beneficiary or settlor with respect to such fiduciary, member of such partnership, interest holder in that limited liability company or beneficial owner
who would not have been entitled to such Additional Amounts had it been a Holder of such Security. 
 For the avoidance of
doubt, no Additional Amounts will be paid by the Company or any paying agent on account of any deduction or withholding from a payment on, or in respect of, the Securities where such deduction or withholding is imposed pursuant to any agreement with
the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and Spain or
any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement. 

For the purposes of (b) above, the “Relevant Date” means, in respect of any payment, the date on which any payment
first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being
available for payment to Holders, notice to that effect shall have been duly given to the Holders in accordance with this Indenture. 
 Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such
terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

Section 10.05. Statement by Officers as to Default. For so long as any Securities of any series are Outstanding, the Company
will deliver to the Trustee, within 120 days after the end of its fiscal years ending after the date hereof, a brief certificate, complying with Section 314(e) of the Trust Indenture Act, from the principal executive, financial or accounting
officer of the Company, stating whether or not to the best knowledge of the signer or signers thereof the Company is in default in the performance and observance of any of the terms, provisions, covenants or conditions of this Indenture (such
compliance to be determined without regard to any period of grace or requirement of notice provided hereunder). 

Section 10.06. Corporate Existence. Subject to Article 8, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence; provided, however, that the foregoing shall not obligate the Company to preserve any such right or franchise if the Company shall determine that the preservation thereof is
no longer desirable in the conduct of its business and that the loss thereof is not disadvantageous in any material respect to any Holder. 
 Section 10.07. Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 9.01(b) or Section 9.01(c) for the benefit of the Holders of Securities of such series or
any term, provision or condition set forth in an indenture supplemental hereto, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of


  
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such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and
effect. 
 ARTICLE 11 
 REDEMPTION OF SECURITIES 

Section 11.01. Applicability of Article. Redemption of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 

Section 11.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of (a) less than all of the Securities of any series or (b) all of the Securities of any series, with the same interest rate, Stated Maturity
and other terms, the Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount (or in the
case of Original Issue Discount Security, the original issue amount) of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restrictions on redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction. 
 Section 11.03. Selection by Trustee of Securities to be Redeemed. If less than all of the Securities of any series with the same interest rate, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption, by lot and may provide for
the selection for redemption of portions of the principal amount (or in the case of an Original Issue Discount Security, the original issue amount) of Securities of such series; provided, however, that no such partial redemption shall reduce
the portion of the principal amount (or in the case of an Original Issue Discount Security, the original issue amount) of a Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein
or pursuant hereto. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in
writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed
only in part, to the portion of the principal of such Securities which has been or is to be redeemed. 
 Section 11.04.
Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to
the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 
 Any notice that is
mailed to the Holder of any Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 
 (i) the Redemption Date,

 (ii) the Redemption Price, 

(iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amount (or in the case of an Original Issue Discount Security, the original issue amount)) of the particular Security or Securities to be redeemed, 

  
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 (iv) in case any Security is to be redeemed in part only, the notice which
relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed, 
 (v) that, on the Redemption Date, the Redemption Price shall become due and
payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 
 (vi) the place or places where such Securities maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining
thereto, 
 (vii) that the redemption is for a sinking fund, if such is the case, and 

(viii) the CUSIP number or the Euroclear and Cedel reference number of such Securities, if any (or any other numbers used
by a Depository to identify such Securities). 
 Except as otherwise provided herein, notice of redemption published as
contemplated by Section 1.06 need not identify particular Securities to be redeemed. 
 Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 
 Section 11.05. Deposit of Redemption Price. On any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on and Additional Amounts with
respect thereto, all the Securities or portions thereof which are to be redeemed on that date. 
 Section 11.06.
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such
date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that installments of interest on Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and
the provisions of Section 3.08. 
 If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.07. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the
U.S. Depository or other Depository for such Global Security as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered. 
 Section 11.08. Redemption for Taxation or Listing
Reasons. (a) Unless otherwise provided in the Securities of any series, all (but not less than all) of the Securities of any series may be redeemed in accordance with the terms of this Article 11 at the option of the Company if, as the
result of any change in or any amendment to the laws or regulations of the Kingdom of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the
application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the date of the applicable Prospectus Supplement relating to such series, it is determined by
the Company that in 

  
 45 









 
making any payment under the Securities, the Company would become obligated to pay Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other governmental charges
imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company taking measures available to it without unreasonable cost or expense; provided
that no such notice to the Trustee of the redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the
Securities then due. 
 Prior to any notice of redemption of such Securities pursuant to Section 11.04, the Company shall
provide the Trustee with an Officer’s Certificate of the Company stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the
right of the Company to redeem such Securities pursuant to this Section have been satisfied and an Opinion of Counsel to the effect that the Company has or will become obliged to make such withholding or deduction or to pay such Additional Amounts
as a result of such change or amendment. 
 (b) Unless otherwise provided in the Securities of any series, if the Securities of
a series are not listed on an organized market in an OECD country by the date that is 45 days prior to the applicable first Interest Payment Date on the Securities of such series, the Company may, at its option and having given no less than 15
days’ notice (ending on a day which is no later than the Business Day immediately preceding such first Interest Payment Date) to the Holders of Securities of such series of Securities in accordance with Section 11.04 (which notice will be
irrevocable), redeem all of the outstanding Securities of such series at the Redemption Price; provided that from and including the issue date of such Securities to and including such Interest Payment Date, the Company will use its reasonable
efforts to obtain or maintain such listing, as applicable. 
 ARTICLE 12 

SINKING FUNDS 
 Section 12.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or
required by any form of Security of such series issued pursuant to this Indenture. 
 The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund
payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 Section 12.02. Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any
series to be made pursuant to the terms of such Securities (i) deliver to the Trustee for cancellation Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company) and (ii) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such series of Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the face amount specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of any
series in lieu of cash payments pursuant to this Section 12.02, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of
such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent
shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the
Company having an unpaid principal amount equal to the cash payment requested to be released to the Company. 

Section 12.03. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company shall deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, 

  
 46 









 
and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash to the
next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
 ARTICLE 13 
 REPAYMENT AT THE
OPTION OF HOLDERS 
 Section 13.01. Applicability of Article.
Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 4.01, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 13.01, in connection with any
repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the
close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and
discharged to the extent such payment is so paid by such purchasers, it being understood that the foregoing shall not affect the right of the Company to purchase any Security of any series at such price or prices or such time or times as may be
agreed. 
 ARTICLE 14 
 SECURITIES IN FOREIGN CURRENCIES 
 Section 14.01. Applicability of Article. Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which
not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series, any amount in respect of any
Security denominated in a currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect
to Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee. 
 * * * 

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 

  
 47 









 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as
of the day and year first above written. 
  

			
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
	as Company
		
	By:	 	 /s/ Erik Schotkamp

		 	Name: Erik Schotkamp
		 	Title: Director
	
	 THE BANK OF NEW YORK MELLON,
 as Trustee

		
	By:	 	 /s/ Beth Kleeh

		 	Name: Beth Kleeh
		 	Title: Vice President



  
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 Annex A 
 SYNDICATE REGULATIONS 
 (Unofficial English Translation) 

THESE REGULATIONS GOVERN THE SYNDICATE constituted of all Holders of the Series
                         % Senior Notes due
                     (the “Series      Securities”) issued under an Indenture dated July 25, 2013 between
Banco Bilbao Vizcaya Argentaria, S.A., (the “Company”) and The Bank of New York Mellon, as Trustee, as supplemented and amended on [—] and
[—] (the “Indenture”) and the Spanish deed of issuance (escritura de emisión) dated
[—]. Terms not otherwise defined in these Regulations have the meanings assigned to them in the Indenture. 

Part I 

Constitution, Object, Domicile and Duration 
 Article I. Constitution. This syndicate is constituted of all Holders of the Series      Securities at any particular time. 

Article II. Object. The objective of the Syndicate is to protect the rights and interests of the Holders of Series
     Securities under any applicable laws and regulations. 
 Article III. Domicile. The Syndicate
shall be domiciled at the address of the principal executive office of the Commissioner or at the address of the principal executive office of a successor Commissioner, if applicable. 

Article IV. Duration. The Syndicate shall exist until the Company has satisfied and discharged the Indenture with respect to the
Series      Securities. 
 Part II 

The Syndicate 
 Article V. Deemed Membership in Syndicate; Ratification. Every Holder of Series      Securities will be deemed to have agreed to membership in the Syndicate and every Holder of
Series      Securities as of the record date set for the first meeting of the Syndicate shall be deemed to have granted full power and authority to the Trustee with respect to the Series      Securities to act
as its proxy to vote at the first meeting of the Syndicate in favor of these Regulations. 
 Part III 

The Commissioner 
 Article VI. Designation and Powers; Ratification. Every Holder of Series      Securities as of the record date set for the first meeting of the Syndicate shall be deemed to have
granted full power and authority to the Trustee with respect to the Series      Securities to act as its proxy to vote in the first meeting of the Syndicate in favor of the ratification of the designation and appointment of The
Bank of New York Mellon as the initial Commissioner of the Syndicate and the ratification of the actions of the Commissioner performed prior to such first meeting of the Syndicate. The Bank of New York Mellon, as the initial Trustee appointed under
the Indenture, or any other Person named as Trustee in the Indenture with respect to the Series      Securities, as the case may be, shall serve as Commissioner of the Syndicate until The Bank of New York Mellon or such other
Trustee, as the case may be, resigns or is removed as Trustee under the Indenture with respect to the Series      Securities and a Person shall have become successor Trustee under the Indenture with respect to the Series
     Securities. Thereafter, the Commissioner shall be each such successor Trustee under the Indenture with respect to the Series      Securities. The Commissioner shall represent the Syndicate and act as a
liaison between the Company and the Syndicate and have such powers as may be established under Spanish law from time to time, these Regulations, the Spanish deed of issuance (escritura de emisión) with respect to the Series
     Securities and the Articles of Association of the Company. The Commissioner shall cease in its functions once the Syndicate ceases to exist in accordance with Article IV above. 

The Commissioner shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to these Regulations at
the request or direction of any of the Holders of Series      Securities or the Syndicate, unless such Holders or Syndicate, as the case may be, shall have offered to the Commissioner reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

  
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 Part IV 
 Meetings of the Syndicate 
 Article VII. Calling of Meetings and
Purpose. The Commissioner, acting on behalf of the Syndicate or at the request of the Trustee, the Company (pursuant to a Company Order communicated to the Commissioner by the Trustee) or the Holders of at least one-twentieth in principal amount
of the Series      Securities Outstanding as of the date of such request (pursuant to a written instrument executed by Holders of such principal amount of the Series      Securities Outstanding as of such
date), which request shall include the location of such meeting and the substance of the matter or matters proposed to be considered at such meeting, shall convene a meeting of the Syndicate at any time and from time to time pursuant to these
Regulations to make, give or take any request, demand, authorization, direction, notice, consent or waiver provided by the Indenture or these Regulations to be made, given or taken by the Holders of Outstanding Series     
Securities by causing notice thereof to the Holders of Series      Securities Outstanding on the record date fixed pursuant to Article X of these Regulations to be made within 14 days of receipt of such request from the Trustee,
the Company (through the Trustee) or such Holders, as the case may be. 
 Article VIII. Notice. Notice of the time and
place of and the substance of the matter or matters proposed to be considered at every meeting of the Syndicate at which the Holders of Outstanding Series      Securities are requested to modify in any manner their rights as
Holders of the Series      Securities under the Indenture or, in the discretion of the Commissioner, resolve as to matters of similar importance, shall be sufficiently given to the Holders of Series     
Securities Outstanding on the record date if (a) published in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York and the Official Gazette of the Register of Companies (Boletín Oficial del
Registro Mercantil) not more than 60 days and not less than 30 days prior to the date fixed for the meeting of the Syndicate and (b) in writing and mailed, first-class postage prepaid, to each Holder of Series     
Securities at his address as it appears in the Security Register on such record date, not more than 60 days and not less than ten days prior to the date fixed for the meeting of the Syndicate. Notice of the time and place of and the substance of the
matter or matters proposed to be considered at every other meeting of the Syndicate shall be sufficiently given to Holders of Series      Securities Outstanding on the record date if in writing and mailed, first-class postage
prepaid, to each Holder of Series      Securities at his address as it appears in the Security Register on such record date, not more than 60 days and not less than ten days prior to the date fixed for the meeting of the
Syndicate. 
 Notwithstanding the above, notice shall be deemed to have been sufficiently given and the meeting will be validly
convened and held if all Holders of Series      Securities are present at a meeting of the Syndicate and unanimously agree that such meeting should be convened. 

Article IX. Quorum; Action. The Persons entitled to vote (as determined pursuant to Article X) two-thirds in principal amount of
the Outstanding Series      Securities shall constitute a quorum for a meeting of the Syndicate, and if such a quorum is met by Holders of Series      Securities Outstanding, either present or duly
represented, all matters set forth in the relevant notice shall be voted on at such meeting and resolutions may be adopted and decisions may be taken only by the affirmative vote of Holders present or duly represented at such meeting representing a
majority of principal amount of the Series      Securities Outstanding on the applicable record date. In the absence of a quorum, the meeting shall be adjourned for a period of not less than 30 days. Notice of the reconvening of
an adjourned meeting shall be given as provided in Article VIII of these Regulations. The Persons entitled to vote a majority in principal amount of the Outstanding Series      Securities shall constitute a quorum for any such
reconvened meeting of the Syndicate, and if such a quorum is present or duly represented, all matters set forth in the relevant notice shall be voted on at such meeting and resolutions may be adopted and decisions may be taken only by the
affirmative vote of Holders present or duly represented at such meeting representing a majority of principal amount of the Series      Securities Outstanding on the applicable record date. Voting at a meeting of the Syndicate
shall be by written ballot and may be conducted by proxy. Any resolution duly adopted or decision duly taken in accordance with these Regulations at any meeting of the Syndicate duly held in accordance with these Regulations shall be binding on all
Holders of Series      Securities, whether or not such Holders were present or represented at such meeting. 

Notwithstanding the above, any resolution with respect to any request, demand, authorization, direction, notice, consent or waiver which
the Indenture or the Trust Indenture Act expressly provides must be made, given or taken by the Holders of a specified percentage in principal amount of the Outstanding Series      Securities, or by each Holder of Outstanding
Series      Securities, as the case may be, may be adopted only by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Series      Securities, or each Holder
of Outstanding Series      Securities, as the case may be. 

  
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 Furthermore, notwithstanding any other provision of these Regulations, nothing in these
Regulations shall limit any Holder’s right to make any request, demand, authorization, direction, notice, consent or waiver individually or collectively outside the Syndicate where the Indenture or the Trust Indenture Act expressly provides
that such request, demand, authorization, direction, notice, consent or waiver may be made, given or taken individually or collectively outside the Syndicate, as the case may be, by Holders of the Series      Securities.

 Article X. Persons Entitled to Vote at Meetings; Proxies. To be entitled to vote at any meeting of the Syndicate, a
Person shall be (a) a Holder of one or more Series      Securities Outstanding on the record date, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Series
     Securities by such Holder or Holders. The fact and date of the execution by any Person of any such instrument in writing may be proved in any reasonable manner which the Commissioner deems sufficient and in accordance with
such reasonable rules as the Commissioner may determine. At any meeting, each Holder of a Series      Security Outstanding as of the record date, or proxy therefor, shall be entitled to vote the principal amount of such Series
     Security or Securities held or represented by him. 
 The Commissioner shall fix a record date not more
than five days prior to a meeting of the Syndicate for the purpose of determining the Holders who are eligible to vote at such meeting and the principal amount of Series      Securities Outstanding at such time. Only the Holders
of Series      Securities Outstanding at the close of business on such record date, as shown in the Security Register, shall be entitled to vote at such meeting and only those Series      Securities
Outstanding at the close of business on such record date shall be deemed Outstanding for the purposes of the quorum and voting thresholds set forth in Article IX. 
 The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Series      Securities shall be the Persons entitled to vote at such meeting, either
acting on its own behalf or representing a Holder by virtue of the relevant proxy, and their counsel, any representatives of the Commissioner and its counsel and any representative of the Company and its counsel. 

Article XI. Chairmanship. The Commissioner or its representative shall act as the chairman of the meeting, and such chairman shall
appoint a secretary for the meeting. Such secretary need not be a Holder of the Series      Securities. 

Article XII. Recording Action of Meetings. A record of the proceedings of each meeting of the Syndicate, including any Act adopted
thereat, shall be prepared by the secretary of the meeting and such record shall be signed and verified and any certificate of the resolutions adopted in such meeting of a Syndicate, issued by the Commissioner, by the chairman and secretary of the
meeting. A copy of such record shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated. 
 Part V Expenses 

Article XIII. Reimbursement of Expenses. The Company will reimburse the Commissioner for (i) its reasonable annual fee and
expenses incurred in calling and holding meetings of the Syndicate and (ii) any other reasonable expenses it incurs in its management of the Syndicate and the performance of its role and obligations as Commissioner, up to an annual maximum
aggregate amount in respect of (i) and (ii) of not more than 2% of the aggregate interest accruing on the Outstanding Series      Securities in that year. 

Part VI Amendment 
 Article XIV. Amendment of Regulations. These Regulations may be amended by an Act of Holders of Outstanding Series      Securities and as provided for in Chapter IV of Title XI
of the Spanish Companies Act (Ley de Sociedades de Capital) and Article 313 of the Reglamento del Registro Mercantil, provided, however, that no such amendment will have any force or effect if it would result in these Regulations or
any part hereof to conflict with any provision of the Indenture, the Trust Indenture Act or the Spanish Companies Act (Ley de Sociedades de Capital). A copy of any such amendment shall be delivered to the Company and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots voted in respect of such amendment. Any such amendment signed and verified by the chairman and the secretary of the meeting at which it is adopted shall be conclusive
evidence of the adoption of such amendment. 
 Part VII Other 

Article XV. By-laws of the Company. For those matters not covered in these Regulations or under applicable law or regulation, the
Indenture or any other documents governing the issuance of the Series      Securities, reference should be made to the by-laws of the Company. 

  
 51 









 EXHIBIT A 
 FORM OF FACE OF SECURITY 
 [Insert any legend required by the Internal Revenue Code
and the regulations 
 thereunder.] 
 THIS SECURITY IS NOT INSURED BY THE 
 FEDERAL DEPOSIT INSURANCE CORPORATION

  

			
	No.	  	[Amount]
		  	CUSIP NO.

 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 

    % Senior Securities Due 
 SECURITY 
 BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima
organized under the laws of the Kingdom of Spain and having its registered office in the Kingdom of Spain (together with its successors and permitted assigns under the Indenture referred to on the reverse hereof, the “Company”),
for value received, hereby promises to pay to             , or registered assigns, the principal sum of              on
             or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. 

[The Company further unconditionally promises to pay interest in arrears
on             and              of each year (each an “Interest Payment Date”), commencing
            , 20    , and at maturity or redemption, on said principal sum at the rate of     % per annum. Interest shall accrue from and including
the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from             , 20     until payment
of said principal sum has been made or duly provided for. The interest payable on any such              and              will,
subject to certain conditions set forth in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Security is registered at the end of the close of business on the Regular Record Date for such interest which shall
be the              and              (whether or not a Business Day), as the case may be, next preceding each such Interest
Payment Date.] 
 [The principal of this Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of     % per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand.] 

Payment of interest (including Additional Amounts) on Securities will be made (i) by a [denomination] check drawn on a bank in
mailed to the Holder at such Holder’s registered address or (ii) upon application in writing by the Holder of at least              in principal amount of Securities to the
Trustee not later than 15 days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to a denominations account maintained by the Holder with a bank in
            . “Business Day” with respect to any Place of Payment or other location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a Legal Holiday
in such Place of Payment or other location. 
 Such payments shall be made in such coin or currency of     
as at the time of payment shall be legal tender for the payment of public and private debts. 
 The Company hereby irrevocably
undertakes to the holder hereof to exchange this Security in accordance with the terms of the Indenture without charge upon request of such holder for Securities of the same series upon delivery hereof to the Trustee together with any certificates,
letters or writings required in Section 3.03 of the Indenture. 

  
 52 









 No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the place, times, and rate, and in the currency, herein prescribed. 

Reference is made to the further provisions set forth under the Terms and Conditions of the Securities endorsed on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This Security
shall not be valid or obligatory for any purpose until the certificate of authentication of this Security shall have been manually executed by or on behalf of the Trustee under the Indenture. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: 
  

			
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 53 









 Certificate of Authentication 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 

Dated:
                                         
                    
  

			
	The Bank of New York Mellon, as Trustee
		
	By:	 	  

		 	Authorized Officer



  
 54 









 EXHIBIT B 
 [FORM OF REVERSE OF SECURITY AND GLOBAL SECURITY] 
 TERMS AND CONDITIONS OF THE
SECURITIES 
 1. General. (a) This Security is one of a duly authorized issue of a series of debt securities of the
Company, designated as its     % Senior Securities Due                     , (the “Securities”), limited to the
aggregate principal amount of                      (except as otherwise provided below) and issued or to be issued pursuant to an Indenture (as
supplemented from time to time, the “Indenture”) dated as of             , 20     between the Company and The Bank of New York Mellon, as trustee
(together with any successor Trustee under the Indenture, the “Trustee”). The terms and conditions of the Indenture shall have effect as if incorporated herein. The holders of the Securities (each a “Holder”) will
be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture and reference is made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. A copy of the Indenture is on file and may be inspected at the Corporate Trust
Office of the Trustee in New York City. 
 (b) The Securities are direct, unconditional and unsecured obligations
of the Company. 
 (c) The Securities will initially be sold in the form of one or more global certificates
representing the notes in fully registered form without interest coupons (each a “Global Security” and, together with any securities issued in definitive form pursuant to the Indenture (each a “Security”), the
“Securities”) deposited with The Bank of New York Mellon as custodian for The Depository Trust Company (“DTC”). The Securities will not be issued in bearer form. The Securities, and transfers thereof, shall be
registered as provided in Section 3.06 of the Indenture. Any person in whose name a Security shall be registered may (to the fullest extent permitted by applicable law) be treated at all times, and for all purposes, by the Company and the
Trustee as the absolute owner of such Security, regardless of any notice of ownership, theft or loss or of any writing thereon. 

2. Payments and Paying Agencies. (a) All payments on the Securities shall be made in such coin or currency of
                     as at the time of payment shall be legal tender for the payment of public and private debts. 

(b) (i) Principal of this Security and interest due at maturity will be payable against surrender of such Security at
the Corporate Trust Office of the Trustee in New York City in immediately available funds by [denomination] check drawn on, or by transfer to a [denomination] account maintained by the registered Holder with, a bank located in the United States.

 (ii) Payment of interest (including Additional Amounts) on this Security will be made to the persons in whose
name such Security is registered at the end of the close of business on the Regular Record Date, which shall be the end of the      day next preceding the date on which interest is to be paid whether or not such day is a Business
Day (as defined below), notwithstanding the cancellation of such Security upon any transfer or exchange thereof subsequent to the Record Date and prior to such interest payment date. 

Any interest on and any Additional Amounts with respect to the Securities which shall be payable, but shall not be punctually paid or
duly provided for, on any Interest Payment Date for such Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (A) or (B) below: 
 (A) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Security shall be registered at the close of business on a “Special Record Date” for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and


  
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the Special Record Date therefor to be mailed, first class postage prepaid, to the Holders (or holders of a predecessor security of their Securities) at their addresses as they appear in the
Security Register not less than ten days prior to such Special Record Date. The Trustee shall, at the instruction of the Company, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Security (or Predecessor Security thereof) shall be registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (B). 
 (B) The Company may make
payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. 
 (c) Interest shall be computed on the basis of a 360-day year of 12 30-day months. 

3. Additional Amounts; Redemption for Taxation or Listing Reasons 

(a) Any amounts to be paid by the Company with respect to each Security shall be paid without deduction or withholding for
or on account of any and all present or future taxes or duties of whatever nature (“Taxes”) unless such withholding or deduction is required by law. In the event any withholding or deduction is imposed or levied by or on behalf of
the Kingdom of Spain (the “Taxing Jurisdiction”) or any political subdivision or authority thereof or therein having the power to tax, the Company will pay to the Holder such Additional Amounts in respect of principal, premium, if
any, interest, if any, and sinking fund payments, if any, as may be necessary in order that the net amount paid to the Holder of such Security or to the Trustee or any Paying Agent, as the case may be, under the Indenture, after such deduction or
withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund payments, if any, as specified in the Security to which such Holder or the Trustee would be entitled if no such deduction or
withholding had been made; provided, however, that the foregoing obligation to pay Additional Amounts will not apply: 
 (i) to, or to a third party on behalf of, a Holder who is liable for such Taxes by reason of such Holder (or the beneficial owner of the Security for whose benefit such Holder holds such Security) having
some connection with the Kingdom of Spain other than the mere holding of the Security (or such beneficial interest) or the mere crediting of the Security to its securities account with the relevant Depository; 

(ii) in the case of a Security presented for payment (where presentation is required) more than 30 days after the Relevant
Date (as defined below) except to the extent that the Holder would have been entitled to Additional Amounts on presenting the same for payment on such thirtieth day assuming that day to have been a business day in such place of presentment;

 (iii) in respect of any tax, assessment or other governmental charge that would not have been imposed but for
the failure by the Holder or beneficial owner of the Security to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of that Security, if
compliance is required by statute or by regulation of Spain or of any political subdivision or taxing authority thereof or therein as a precondition to reduction of or relief or exemption from the tax, assessment or other governmental charge;

 (iv) where such withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC or any
other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive or law; 

(v) in respect of any Security presented for payment (where presentation is required) by or on behalf of a Holder who
would be able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or 
 (vi) in the event that the Security is redeemed pursuant to Section 11.08(b) of the Indenture. 
 Additional Amounts will also not be paid with respect to any payment on any Security to any Holder who is a fiduciary, partnership, limited liability company or Person other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of the Kingdom of Spain (or any political subdivision thereof) to be included in the income, for Spanish 

  
 56 









 
tax purposes, of a beneficiary or settlor with respect to such fiduciary, member of such partnership, interest holder in that limited liability company or beneficial owner who would not have been
entitled to such Additional Amounts had it been a Holder of such Security. 
 For the avoidance of doubt, no Additional Amounts
will be paid by the Company or any paying agent on account of any deduction or withholding from a payment on, or in respect of, the Securities where such deduction or withholding is imposed pursuant to any agreement with the U.S. Internal Revenue
Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and Spain or any other jurisdiction
with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement. 
 For the purposes of (ii) above, the “Relevant Date” means, in respect of any payment, the date on which any payment first becomes due and payable, but if the full amount of the
moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect shall
have been duly given to the Holders in accordance with the Indenture. 
 (b) All (but not less than all) of the Securities may
be redeemed in accordance with the terms of Article 11 of the Indenture at the option of the Company if, as the result of any change in or any amendment to the laws or regulations of the Kingdom of Spain (including any treaty to which Spain is a
party) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes
effective on or after the issue date of the Securities it is determined by the Company that in making any payment under the Securities, the Company would become obligated to pay Additional Amounts with respect thereto as a result of any Taxes
imposed (whether by way of withholding or deduction or otherwise) by or for the account of the Kingdom of Spain and which obligation cannot be avoided by the Company taking measures available to it without unreasonable cost or expense; provided that
no such notice to the Trustee of the redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the
Securities then due. 
 Prior to any notice of redemption of the Securities pursuant to this paragraph, the Company shall
provide the Trustee with an Officer’s Certificate of the Company stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the
right of the Company to redeem such Securities pursuant to this paragraph have been satisfied and an Opinion of Counsel to the effect that the Company has or will become obliged to make such withholding or deduction or to pay such Additional Amounts
as a result of such change or amendment. 
 (c) If the Securities are not listed on an organized market in an Organization for
Economic Co-operation and Development country no later than the date that is 45 days before the initial Interest Payment Date on such Securities, the Company may, at its election and having given no less than 15 days’ notice to the Holders,
redeem all of the outstanding Securities at their principal amount, together with accrued interest, if any, thereon to but not including the redemption date; provided that from and including the issue date of such Securities to and including such
Interest Payment Date, the Company will use its reasonable efforts to obtain or maintain such listing, as applicable. In the event of an early redemption of the Securities for the reasons set forth in the preceding sentence, the Company will be
required to withhold tax and will pay interest in respect of the principal amount of the Securities redeemed net of the Spanish withholding tax applicable to such payments. 
 4. Certain Covenants of the Company. The Indenture contains certain covenants of the Company, including covenants as to the payment of principal of and interest (including Additional Amounts) on
the Securities, the maintenance of offices for payments and the appointment to fill a vacancy in the office of Trustee. 
 5.
Events of Default. Each of the following events shall constitute an “Event of Default” under this Security (whatever the reason for any such Event of Default and whether it shall be voluntary or be effected by operation of
law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) except as set forth in the last paragraph of this paragraph 5: 

(a) default by the Company in the payment of the principal of any Security when due and payable at its Maturity and such
default is not remedied within 14 days; or 

  
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 (b) default by the Company in the payment of any interest on or any
Additional Amounts payable in respect of any Security when such interest becomes or such Additional Amounts become due and payable, and continuance of such default for a period of 21 days; or 

(c) default by the Company in the payment of any premium or deposit of any sinking fund payment, when and as due by the
terms of a Security and such default is not remedied in 30 days; or 
 (d) default in the performance, or breach,
of any covenant or warranty of the Company under the Indenture or the Securities (other than a covenant or warranty default in the performance or breach of which is elsewhere in this paragraph 5 specifically dealt with or which has been expressly
included in the Indenture solely for the benefit of a series of notes other than the Securities), and continuance of such breach or default for a period of 30 days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by any Holder or the Holders of any Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
under the Indenture; or 
 (e) any Capital Markets Indebtedness (as defined below) of the Company, or any
guarantee by the Company of any Capital Market Indebtedness of any other person, in each case where the principal amount of such Capital Markets Indebtedness is in any case in excess of U.S.$50,000,000 (or its equivalent in another currency or other
currencies), is not: (i) in the case of Capital Markets Indebtedness of the Company, paid when due (after the longer of 30 days after the due date and any applicable grace period therefor) or becomes prematurely due and payable following a
default on the part of the Company or otherwise in respect of such Capital Markets Indebtedness, or (ii) in the case of any guarantee by the Company of any Capital Market Indebtedness of any other person, honored when due (after the longer of
30 days after the due date and any applicable grace period therefor); or 
 (f) an order is made by any competent
court commencing insolvency proceedings (procedimientos concursales) against the Company or an order of any competent court or administrative agency is made or a resolution is passed by the Company for the dissolution or winding up of the
Company (except (i) in any such case for the purpose of a reconstruction or a merger or amalgamation which has been approved by Act (as defined in paragraph 7 herein) of the Holders or (ii) where the entity resulting from any such
reconstruction or merger or amalgamation is a Financial Institution (entidad de crédito according to article 1-2 of Real Decreto Legislativo 1298/1986 dated June 28, 1986, as amended and restated) and will have a rating for
long-term senior debt assigned by Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings Ltd. equivalent to or higher than the rating for long-term senior debt of the Company immediately prior to such
reconstruction or merger or amalgamation); or 
 (g) the Company is adjudicated or found bankrupt or insolvent by
any competent court, or any order of any competent court or administrative agency is made for, or any resolution is passed by the Company to apply for, judicial composition proceedings with its creditors for the appointment of a receiver or trustee
or other similar official in insolvency proceedings (procedimientos concursales) in relation to the Company or of a substantial part of the assets of the Company (unless in the case of an order for a temporary appointment, such appointment is
discharged within 30 days); or 
 (h) the Company stops payment of its debts generally; or 

(i) the Company (except (i) for the purpose of an amalgamation, merger or reconstruction approved by Act (as defined
in paragraph 7 herein) of the Holders or (ii) where the entity resulting from any such amalgamation, merger or reconstruction will have a rating for long-term senior debt assigned by Standard & Poor’s Ratings Services,
Moody’s Investors Service or Fitch Ratings Ltd. equivalent to or higher than the rating for long-term senior debt of the Company immediately prior to such amalgamation, merger or reconstruction) ceases or threatens to cease to carry on the
whole or substantially the whole of its business; or 
 (j) a holder of a security interest takes possession of
the whole or any substantial part of the assets or business of the Company or an order of any competent court or administrative agency is made for the appointment of an administrative or other receiver, manager, administrator or similar official in
relation to the Company or in relation to the whole or any substantial part of the business or assets of the Company (in each case, other than in connection with a Resolution with respect to the Company), or a distress or execution is levied or
enforced upon or sued out against any substantial part of the business or assets of the Company and is not discharged within 30 days. 
 For the purpose of paragraphs (g), (i) and (j) a report by the external auditors from time to time of the Company as to whether any part of the business or assets of the Company is
“substantial” shall, in the absence of manifest error, be conclusive. 

  
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 Notwithstanding any other provision in this paragraph 5, any Resolution with respect to the
Company, shall not, in and of itself and without regard to any other fact or circumstance, constitute an Event of Default under paragraphs 5(f) and 5(i) above with respect to the Securities. 

“Capital Markets Indebtedness” means any borrowing or other Indebtedness of any person (other than Project Finance
Indebtedness) which is in the form of or represented by any bonds, notes, depositary receipts or other securities for the time being quoted or listed, with the agreement of the Company, on any stock exchange. 

“Indebtedness”, with respect to any Person, means Indebtedness for Borrowed Money or for the unpaid purchase price of
real or personal property of, or guaranteed by, such Person. 
 “Indebtedness for Borrowed Money” means any
moneys borrowed, liabilities in respect of any acceptance credit, note or bill discounting facility, liabilities under any bonds, notes, debentures, loan stock, securities or other indebtedness by way of loan capital and which have a stated maturity
of or which by their terms are capable of being extended for a period of more than one year. 
 “Law 9/2012”
means Spanish Law 9/2012 of November 14, on the restructuring and resolution of credit institutions, as may be amended or supplemented from time to time. 
 “Project Finance Indebtedness” means any present or future Indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset
of the Company, in respect of which the person or persons to whom any such Indebtedness is or may be owed by the relevant borrower (whether or not the Company) is entitled to have recourse solely to such asset and revenues generated by the operation
of, or loss or damage to, such asset. 
 “Resolution” means, with respect to any Person, that any relevant
Spanish authority (including the Fund for Orderly Bank Restructuring (Fondo de Restructuración Ordenada Bancaria) and the Bank of Spain) shall have announced or determined that such Person has or shall become the subject of a
“resolution” (resolución) as such term is defined in Law 9/2012. 
 6. Modifications and
Amendments. (a) With the consent, as evidenced in an Act (as defined in paragraph 7 herein) of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding, modifications and amendments to the
Indenture and hereto may be made by execution of a supplemental indenture, as provided in the Indenture, and future compliance therewith and herewith or, prior to declaration of maturity of the Securities, past default by the Company may be waived,
with the consent, as evidenced in an Act (as defined in paragraph 7 herein) of Holders representing at least a majority in aggregate principal amount of the Securities at the time Outstanding; provided, however, that no such modification,
amendment or waiver shall, without the consent of the Holder of each such Security affected thereby, 
 (i)
change the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof, or the rate of interest thereon (except that Holders of not
less than 75% in principal amount of Outstanding Securities of a series may consent by Act (as defined in paragraph 7 herein), on behalf of the Holders of all of the Outstanding Securities of such series, to the postponement of the Stated Maturity
of any installment of interest for a period not exceeding three years from the original Stated Maturity of such installment (which original Stated Maturity shall have been fixed, for the avoidance of doubt, prior to any previous postponements of
such installment)) or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.04 of the Indenture
(except as contemplated by Section 3.08 of the Indenture and permitted by Section 9.01(a) of the Indenture), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02 of the Indenture or the amount thereof provable in bankruptcy pursuant to Section 5.04 of the Indenture, or change the redemption provisions or adversely affect the right of
repayment at the option of any Holder as contemplated by Article 13 of the Indenture, or change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable,
or impair the right to institute suit for the enforcement of any such payment on or with respect to any Security on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at
the option of the Holder, on or after the date for repayment), or 
 (ii) reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or
certain defaults thereunder and their consequences) provided for in the indenture, or reduce the requirements for a quorum or voting, or 

  
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 (iii) modify any of the provisions of Section 9.02 of the Indenture or
any waiver of past default by the Holders, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby, or 
 (iv) change in any manner adverse to the interests of the Holders of Outstanding Securities of any
series the terms and conditions of the obligations of the Company in respect of the due and punctual payment of the principal thereof (and premium, if any) and interest, if any, thereon or any sinking fund payments, if any, provided for in respect
thereof. 
 7. Syndicate of Holders, Meetings. (a) The Holders of Securities shall meet in accordance with the
regulations governing the Syndicate of Holders of Securities (the “Regulations”). The Regulations contain the rules governing the functioning of the Syndicate (as defined below) and the rules governing its relationship to the
Company and are attached to the Spanish deed of issuance (escritura de emisión) with respect to the Securities. By purchasing a Security, the Holder of that Security is deemed to agree to membership in the Syndicate in respect of the
Securities and, if such Holder purchased the Security prior to the record date for the first meeting of the Syndicate, to have granted full power and authority to the Trustee with respect to the Securities to act as its proxy to vote at the first
meeting of the Syndicate of Holders of the Securities in favor of ratifying the Regulations in respect of the Syndicate, the designation and appointment of the Trustee as Commissioner (as defined below) of the Syndicate and the actions of the
Commissioner performed prior to such first meeting of the Syndicate. The Commissioner is the chairperson and the legal representative of the Syndicate. 
 (b) Except as otherwise provided under the Indenture, the Regulations or the Trust Indenture Act, any request, demand, authorization, direction, notice, consent, waiver or other action provided by or
pursuant to the Indenture to be given or taken by Holders of Securities shall be given or taken only by resolution duly adopted in accordance with the Indenture and the Regulations governing the Syndicate of Holders of Securities at a meeting of
such Syndicate duly called and held in accordance with the Regulations, which resolution as so adopted is referred to as the “Act” of the Holders. 
 Nothing in the Regulations or duties of the Commissioner will limit or restrict the ability of the Trustee to perform its duties as Trustee under the Indenture, and in the event of conflict, the Indenture
and the obligations of the Trustee will control and prevail. 
 “Syndicate” means the syndicate
(sindicato) constituted of all Holders at any particular time, as provided in and governed by the Regulations applicable to the Securities and Title XI, Chapter IV of the Spanish Companies Act (Ley de Sociedades de Capital).

 “Commissioner” means the commissioner (comisario) of the Syndicate related to the Securities, as
provided in the Regulations applicable to the Securities and Section 427 of the Spanish Companies Act (Ley de Sociedades de Capital), and shall be The Bank of New York Mellon with respect to the Securities until a successor Trustee shall
have become such with respect to the Securities pursuant to the Indenture applicable to the Securities, and thereafter shall be each Person who is then Trustee with respect to the Securities. 

8. Replacement; Exchange and Transfer of Securities. (a) In case any Security shall become mutilated, defaced or be
apparently destroyed, lost or stolen, upon the request of the registered Holder thereof and subject to Section 3.07 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver a new Security containing identical
terms and of like principal and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every
case, the applicant for a substitute Security shall furnish to the Company and the Trustee such security or indemnity as may be required by each of them to indemnify and defend and to save each of them and any agent of the Company or the Trustee
harmless and, in every case of destruction, loss or theft evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any substitute Security, the Holder of such
Security, if so requested by the Company, will pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the
preparation and issuance of the substitute Security. 
 (b) The Securities are issuable only in registered form
and without coupons. Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Security or Securities may be exchanged for an equal aggregate principal amount of Securities in different
authorized denominations by surrender of such Security or Securities at the Corporate Trust Office of the Trustee in New York City or at the office of a transfer agent, together with a written request for the exchange. 

(c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a
Security may be transferred in whole or in a smaller authorized denomination by the Holder or Holders surrendering the Security for transfer at the Corporate Trust Office of the Trustee in New York City or at the office of a transfer agent
accompanied by an executed instrument of assignment and transfer. The registration of transfer of the Securities will be made by the Trustee in New York City. 

  
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 (d) The costs and expenses of effecting any exchange, transfer or
registration of transfer pursuant to the foregoing provisions, except, if the Company shall so require, the payment of a sum sufficient to cover any tax or other governmental charge or other expenses that may be imposed in relation thereto, will be
borne by the Company. 
 (e) The Company may decline (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under Section 11.03 of the Indenture and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed,
(iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 

9. Trustee. For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made to
the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights. 
 10.
Paying Agent; Transfer Agent; Registrar. The Company hereby initially appoints the Paying Agent, transfer agent and Security Registrar listed at the foot of this Security. The Company may at any time appoint additional or other paying agents,
transfer agents and registrars and terminate the appointment thereof; provided that while the Securities are Outstanding the Company will maintain offices or agencies for the payment of principal of and interest (including Additional Amounts)
on this Security as herein provided in New York City. Notice of any such termination or appointment and of any change in the office through which any Paying Agent, transfer agent or Security Registrar will act will be promptly given in the manner
described in paragraph 12 hereof. 
 11. Enforcement. Except as provided in Section 5.07 of the Indenture, no Holder
of any Security shall have any right by virtue of or by availing itself of any provision of the Indenture or of these terms to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the
Securities or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities,
(b) the Holders of not less than 25% in principal amount of the Securities then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder and
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (c) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity has failed to institute any such proceeding, and (d) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by Holders of a majority in principal amount of the Outstanding
Securities. 
 12. Notices. Where the Indenture or the Regulations provides for notice to Holders of any event, such
notice shall be sufficiently given to Holders if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In addition to the foregoing, notice of any meeting of Holders of Securities shall be given in accordance with Section 1.04(c) of the Indenture and the Regulations of the
Syndicate. 
 In addition, the Company shall cause any publications of such notices as may be required from time to time by
applicable Spanish law. 
 13. Prescription. All claims made against the Company for payment of principal of, or interest
(including Additional Amounts) on, or in respect of, the Securities shall become void unless made within ten years (in the case of principal) and five years (in the case of interest (including Additional Amounts)) from the later of (a) the date
on which such payment first became due and (b) if the full amount payable has not been received by the Trustee in New York City on or prior to such due date, the date on which the full amount is so received. 

14. Authentication. This Security shall not become valid or obligatory for any purpose until the certificate of authentication
hereon shall have been executed by or on behalf of the Trustee by the manual signature of one of its authorized officers or by the Authenticating Agent. 

  
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 15. Governing Law; Jurisdiction; Service of Process. (a) This Security shall be
governed by and construed under the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by the Company of the Securities and
paragraph 7(a) shall be governed by and construed in accordance with Spanish law. The Regulations of each Syndicate and the duties of and all other matters relating to the Commissioner shall be governed by and construed in accordance with Spanish
law. 
 (b) In the Indenture, the Company has irrevocably submitted to the nonexclusive jurisdiction of any U.S.
federal or state court in the Borough of Manhattan, The City of New York, New York over any suit or proceeding arising out of or relating to the Indenture or any Security. In addition, the Company has irrevocably waived, to the extent it may
effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding brought in such courts. 
 (c) As long as any of the Securities remains outstanding, the Company will at all times have an authorized agent in New York City upon which process may be served in any suit or proceeding arising out of
or relating to the Indenture or any Security. Service of process upon such agent and written notice of such service mailed or delivered to the Company shall to the extent permitted by law be deemed in every respect effective service of process upon
the Company in any such legal action or proceeding. The Company has appointed Banco Bilbao Vizcaya Argentaria, S.A., New York Branch as its agent for such purpose, and has covenanted and agreed that service of process in any suit or proceeding may
be made upon it at the office of such agent at Banco Bilbao Vizcaya Argentaria, S.A., 1345 Avenue of the Americas, 45th Floor, New York, New York, 10105, U.S.A. (or at such other address or at the office of such other authorized agent as the Company
may designate in accordance with Section 1.16 of the Indenture). 
 16. Defeasance. The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 17. Descriptive Headings. The descriptive headings appearing in these terms are for convenience of reference only and
shall not alter, limit or define the provisions hereof. 
 All capitalized terms used in this Security but not otherwise defined
herein are used as defined in the Indenture and shall have the meanings assigned to them in the Indenture. 

  
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 TRUSTEE, PAYING AGENT, TRANSFER AGENT 

AND REGISTRAR 

Trustee 

The Bank of New York Mellon 
 101 Barclay Street 
 New York, New York 10286 

and 
 The Bank of
New York Mellon London Branch 
 One Canada Square, 
 London E14 5AL
 United Kingdom 

Paying Agent, Transfer Agent and Security Registrar 
 The Bank of New York Mellon 
 101 Barclay Street 

New York, New York 10286 
 and 
 The Bank of New York Mellon London Branch 

One Canada Square, 

London E14 5AL

United Kingdom 

  
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 EXHIBIT C 
 FORM OF FACE OF GLOBAL SECURITY 
 CUSIP NO. 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 This Security may not be offered or sold in
the Kingdom of Spain by means of a public offer (as defined and construed by Spanish law) and may only be offered or sold in the Kingdom of Spain in compliance with the requirements of Law 24/1988 of July 28, 1988 (as amended from time to time)
on the Spanish Securities Market and Royal Decree 1310/2005 of November 4, 2005 on listing in secondary markets, public offers and the prospectus required for those purposes. 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 
 GLOBAL SECURITY 
 representing up to
             [Amount] 
     % Senior Securities
Due                      

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain and having its
registered office in the Kingdom of Spain (together with its successors and permitted assigns under the Indenture referred to on the reverse hereof, the “Company”), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of
                                        
            on              or on such earlier date as the principal hereof may become due in accordance with the provisions
hereof. 
 [The Company further unconditionally promises, subject to paragraph 2(b) of the Terms and Conditions of the
Securities referred to below, to pay interest in arrears on              and              of each year (each an “Interest
Payment Date”), commencing             , 20    , and at maturity or redemption, on said principal sum at the rate of     % per annum.
Interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from             ,
20     until payment of said principal sum has been made or duly provided for. The interest payable on any such              and
             will, subject to certain conditions set forth in the Indenture referred to on the reverse hereof, be paid to Cede & Co., or registered assigns at the end of the close
of business on the Regular Record Date for such interest which shall be the              and              (whether or not a
Business Day), as the case may be, next preceding each such Interest Payment Date.] 
 [The principal of this Security shall not
bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of
    % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.] 
 This being the Global Security of a series (as defined in the Indenture referred to on the
reverse hereof) deposited with DTC acting as depositary, and registered in the name of Cede & Co., a nominee of DTC, Cede & Co., as holder of record of this Global Security, shall be entitled to receive payments of principal and
interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds. 

Payment of interest (including Additional Amounts) on Global Securities will be made by wire transfer in immediately available funds to a
U.S. dollar account maintained by the DTC with a bank in New York City. 
 Such payment shall be made in such coin or currency
of              as at the time of payment shall be legal tender for the payment of public and private debts. 

  
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 The Company hereby irrevocably undertakes to the holder hereof to exchange this Global
Security in accordance with the terms of the Indenture without charge upon request of such holder for Securities of the same series upon delivery hereof to the Trustee together with any certificates, letters or writings required in Section 3.03
of the Indenture. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the place, times, and rate, and in the currency, herein prescribed. 

Reference is made to the further provisions set forth under the Terms and Conditions of the Global Security endorsed on the reverse
hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
Security shall not be valid or obligatory for any purpose until the certificate of authentication of this Security shall have been manually executed by or on behalf of the Trustee under the Indenture. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated:             , 20     

 

			
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
		
	By:	 	  

		 	Name:
		 	Title:



  
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 CERTIFICATE OF AUTHENTICATION 

This is the Global Security of a series designated herein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	The Bank of New York Mellon, as Trustee
		
	By:	 	  

		
	By:	 	  

		 	Authorized Officer



  
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 EXHIBIT D 
 FORM OF TRANSFER OF                      

FOR VALUE RECEIVED, the undersigned hereby transfers to 

 
  

 
  

(PRINT NAME AND ADDRESS OF TRANSFEREE) 
                          principal amount of this Security, and all rights with
respect thereto, and irrevocably constitutes and appoints                              as attorney to
transfer this Security in the Security Register thereof, with full power of substitution. 
  

					
	Dated	 	  
	    	  

		 		    	Certifying Signature
			
	Signed	 	  
	    	

 Security: 
 (i) The signature on this transfer form must correspond to the name as it appears on the face of this Security. 
 (ii) A representative of the Holder should state the capacity in which he or she signs (e.g., executor). 
 (iii) The signature of the person effecting the transfer shall conform to any list of duly authorized specimen signatures supplied by the registered holder or shall be certified by a bank which is a
member of the Medallion Program or in such other manner as the Paying Agent, acting in its capacity as transfer agent, or the Trustee, acting in its capacity as Security Registrar, may require. 

  
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