EX-4.3 PRIVATE PLACEMENT MEMORANDUM



 






Exhibit 4.3




 

 






SANTANDER BANCORP




US$75,000,000




6.30% Subordinated Notes due June 2032





NOTE PURCHASE AGREEMENT





Dated October 6, 2004




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	1.	 	AUTHORIZATION OF NOTES	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.	 	SALE AND PURCHASE OF NOTES	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	3.	 	CLOSING	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONDITIONS TO CLOSING	 	 	2	 
	

	 	4.1.
	 	Representations and Warranties
	 	 	2	 
	

	 	4.2.
	 	Compliance Certificates
	 	 	2	 
	

	 	4.3.
	 	Opinions of Counsel
	 	 	2	 
	

	 	4.4.
	 	Purchase Permitted by Applicable Law, etc
	 	 	3	 
	

	 	4.5.
	 	Proceedings and Documents; Good Standing Certificates
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	 	3	 
	

	 	5.1.
	 	Organization; Power and Authority
	 	 	3	 
	

	 	5.2.
	 	Authorization, etc
	 	 	3	 
	

	 	5.3.
	 	Financial Statements
	 	 	4	 
	

	 	5.4.
	 	No Legal or Contractual Bar
	 	 	4	 
	

	 	5.5.
	 	No Registration Under the Securities Act
	 	 	4	 
	

	 	5.6.
	 	No Material Litigation
	 	 	4	 
	

	 	5.7.
	 	Taxes
	 	 	5	 
	

	 	5.8.
	 	Compliance with ERISA
	 	 	5	 
	

	 	5.9.
	 	Use of Proceeds
	 	 	6	 
	

	 	5.10.
	 	Investment Company Act
	 	 	6	 
	

	 	5.11.
	 	Changes in Condition
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	6.	 	REPRESENTATIONS OF THE PURCHASER	 	 	6	 
	

	 	6.1.
	 	Purchase for Investment; Qualified Institutional Buyer
	 	 	6	 
	

	 	6.2.
	 	Source of Funds
	 	 	9	 
	

	 	6.3.
	 	Anti-Money Laundering
	 	 	10	 
	

	 	6.4.
	 	Transferee
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	7.	 	PAYMENT OF INTEREST	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	8.	 	REDEMPTION OF THE NOTES PRIOR TO MATURITY	 	 	11	 
	

	 	8.1.
	 	Optional Redemption
	 	 	11	 
	

	 	8.2.
	 	Allocation of Partial Redemptions
	 	 	12	 
	

	 	8.3.
	 	Maturity; Surrender, etc
	 	 	12	 
	

	 	8.4.
	 	Purchase of Notes
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	9.	 	DELIVERY OF REPORTS	 	 	12	 
	

	 	9.1.
	 	SEC Reports
	 	 	12	 






i









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	

	 	9.2.
	 	Officer’s Certificate
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	10.	 	CONSOLIDATION, MERGER AND SALE OF ASSETS	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	11.	 	EVENTS OF DEFAULT	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	12.	 	REMEDIES ON DEFAULT, ETC	 	 	14	 
	

	 	12.1.
	 	Acceleration
	 	 	14	 
	

	 	12.2.
	 	Other Remedies
	 	 	14	 
	

	 	12.3.
	 	Rescission
	 	 	15	 
	

	 	12.4.
	 	No Waivers or Election of Remedies, Expenses, etc
	 	 	15	 
	

	 	12.5.
	 	Limitation on Suits
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	 	15	 
	

	 	13.1.
	 	Registration of Notes
	 	 	15	 
	

	 	13.2.
	 	Transfer and Exchange of Notes
	 	 	16	 
	

	 	13.3.
	 	Replacement of Notes
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	14.	 	PAYMENTS ON NOTES	 	 	17	 
	

	 	14.1.
	 	Place of Payment
	 	 	17	 
	

	 	14.2.
	 	Home Office Payment
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	15.	 	SUBORDINATION	 	 	17	 
	

	 	15.1.
	 	Agreement to Subordinate
	 	 	17	 
	

	 	15.2.
	 	Liquidation, Dissolution, Bankruptcy, Etc
	 	 	17	 
	

	 	15.3.
	 	Prior to Payment to Senior Debt Upon Acceleration of Notes
	 	 	18	 
	

	 	15.4.
	 	No Payment When Senior Debt Default
	 	 	19	 
	

	 	15.5.
	 	When Distribution Must Be Paid Over
	 	 	19	 
	

	 	15.6.
	 	Subrogation
	 	 	19	 
	

	 	15.7.
	 	Relative Rights
	 	 	19	 
	

	 	15.8.
	 	Reliance by Holders of Senior Debt on Subordination Provisions
	 	 	20	 
	

	 	15.9.
	 	No Waiver of Subordination Provisions
	 	 	20	 
	

	 	15.10.
	 	 Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	20	 
	

	 	15.11.
	 	 Payment of Proceeds in Certain Cases
	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	17.	 	AMENDMENT AND WAIVER	 	 	23	 
	

	 	17.1.
	 	Requirements
	 	 	23	 
	

	 	17.2.
	 	Solicitation of Holders of Notes
	 	 	23	 
	

	 	17.3.
	 	Binding Effect, etc
	 	 	23	 
	

	 	17.4.
	 	Notes held by Company, etc
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	18.	 	NOTICES	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	19.	 	MISCELLANEOUS	 	 	24	 
	

	 	19.1.
	 	Successors and Assigns
	 	 	24	 






ii









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	Page
	

	 	19.2.
	 	Payments Due on Non-Business Days
	 	 	25	 
	

	 	19.3.
	 	Severability
	 	 	25	 
	

	 	19.4.
	 	Construction
	 	 	25	 
	

	 	19.5.
	 	Counterparts
	 	 	25	 
	

	 	19.6.
	 	Governing Law
	 	 	26	 






	 	 	 	 	 
	SCHEDULE A

	 	—
	 	DEFINED TERMS
	 
	 	 	 	 
	EXHIBIT 1

	 	—
	 	Form of 6.30% Subordinated Note due June 2032
	 
	 	 	 	 
	EXHIBIT 2

	 	—
	 	Opinions of Pietrantoni Mendez & Alvarez LLP






iii









 







SANTANDER BANCORP




6.30% Subordinated Notes due June 2032




October 6, 2004




PUERTO RICO CONSERVATION
   TRUST
FUND

San Juan, Puerto Rico



Ladies and Gentlemen:




     Santander BanCorp (the “Company”), a corporation organized under the laws of the Commonwealth
of Puerto Rico (the “Commonwealth”), agrees with you as follows:




	1.  	AUTHORIZATION OF NOTES.





     The Company has authorized the issuance and sale of an aggregate principal amount of
Seventy-Five Million United States Dollars (US$75,000,000) of its 6.30% Subordinated Notes due June
2032 (the “Notes,” such term to include the Note delivered pursuant to this Agreement on the
Closing Date to the Purchaser and each Note delivered in substitution or exchange for such Note
pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form of
Exhibit 1 hereto and shall have the terms as herein and therein provided. Certain
capitalized terms used in this Agreement are defined in Schedule A hereto; references to a
“Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to
this Agreement and all Schedules and Exhibits are deemed to be a part of this Agreement.
References herein to this “Agreement” mean this Agreement as from time to time amended or
supplemented or as the terms hereof may be waived, in accordance with Section 17 hereof.




	2.  	SALE AND PURCHASE OF NOTES.





     Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to
you and you agree to purchase from the Company, at the Closing provided for in Section 3, a Note in
the aggregate principal amount of Seventy-Five Million United States Dollars (US$75,000,000) at the
purchase price of one-hundred percent (100%) of the principal amount thereof.



 









 






	3.  	CLOSING.





     The closing (the “Closing”) of the sale and purchase of the Notes to be purchased by you shall
occur at the offices of Pietrantoni Méndez & Alvarez LLP, 209 Muñoz Rivera Avenue, Hato Rey, Puerto
Rico 00918, at 10:00 a.m., local time, on October 7, 2004 (the “Closing Date”). At the Closing,
the Company will deliver to you the Note to be purchased by you and registered in your name dated
the Closing Date, against delivery by you to the Company of immediately available funds in the
amount of the purchase price therefor by wire transfer to the account number 04-201-408 maintained
at Deutsche Bank New York, ABA Number 201 0010 33 (Beneficiary: Banco Santander Puerto Rico) for
the further credit of Account Number 300 349 2809 of the Company.




	4.  	CONDITIONS TO CLOSING.





     Your obligation to purchase and pay for the Notes to be delivered to you at the Closing is
subject to the fulfillment, prior to or at the Closing, of the following conditions:




	 	4.1.  	Representations and Warranties.





          The representations and warranties of the Company contained in Section 5 of this Agreement
shall have been true and correct as of the date of this Agreement and be true and correct at the
time of the Closing as if made on and as of such time.




	 	4.2.  	Compliance Certificates.






	 	(a)  	Officer’s Certificate. The Company shall have
delivered to you an Officer’s Certificate, dated as of the Closing Date,
certifying on behalf of the Company, that the conditions specified in Sections
4.1 have been fulfilled.
	 
	 	(b)  	Secretary’s Certificates. The Company shall have
delivered to you a certificate in form and substance reasonably satisfactory to
you executed on behalf of the Company by its Secretary or Assistant Secretary
certifying as to the resolutions attached thereto and other corporate
proceedings relating to the authorization, execution, delivery and performance
of this Agreement and the Notes. Such certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded. The Secretary’s certificate also shall confirm the incumbency and
signature of the officers of the Company executing this Agreement and the Note,
and any certificate or document to be delivered to you pursuant hereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary.






	 	4.3.  	Opinions of Counsel.





          You shall have received opinions from Pietrantoni Mendez & Alvarez LLP, as counsel for the
Company, dated as of the Closing Date, on the matters described in Exhibit 2.



2









 





This Section 4.3 shall constitute direction by the Company to such counsel to deliver the
opinions specified to you at the Closing.




	 	4.4.  	Purchase Permitted by Applicable Law, etc.





          On the Closing Date, the consummation of the transactions contemplated hereby shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are subject, (ii) not
violate any applicable law or regulation, (iii) not subject you to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or regulation was not in effect on
the date hereof, and (iv) all necessary consents, approvals and authorizations of any Governmental
Authority or any Person to or of such consummation, including any authorizations required to be
obtained from the Puerto Rico Treasury Department under that certain ruling issued to you initially
on January 22, 2001 (as amended on September 28, 2004), shall have been obtained and shall be in
full force and effect.




	 	4.5.  	Proceedings and Documents; Good Standing Certificates.





          All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions, including, but not
limited to, the certificate of incorporation and by-laws of the Company, shall be reasonably
satisfactory to you and your special counsel, and you and your special counsel shall have received
all such counterpart originals or certified or other copies of such documents as you or they may
reasonably request. You shall have received also, copies of certificates dated as of a recent date
from the Secretary of State of Puerto Rico and the Commissioner of Financial Institutions, as
applicable, evidencing the good standing of the Company and its Subsidiaries, in Puerto Rico.




	5.  	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.





     The Company represents and warrants to you as follows:




	 	5.1.  	Organization; Power and Authority.





          The Company is a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Puerto Rico, and is duly qualified as a foreign corporation and is in
good standing in each jurisdiction in which such qualification is required by law, except where the
failure to be so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has all requisite corporate
power and authority to own, lease and operate its properties and conduct its business as described
on its filings with the SEC under the Exchange Act and to execute, deliver and perform its
obligations under this Agreement and the Notes.




	 	5.2.  	Authorization, etc.





          The execution, delivery and performance of this Agreement and the Notes have been duly
authorized by all necessary corporate action on the part of the Company. This Agreement and the
Notes, when issued, constitute or will constitute, a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with their respective



3









 





terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally from time to time in effect and (ii) the application of equitable principles and the
availability of equitable remedies.





	 	5.3.  	Financial Statements.






	 	(a)  	The consolidated balance sheet of the Company and its
consolidated Subsidiaries as at December 31, 2003 and the related consolidated
statements of income, retained earnings and cash flows for the fiscal year then
ended, including in each case the related schedules and notes, fairly present
in all material respects the consolidated financial condition of the Company
and its consolidated Subsidiaries as at the date thereof and the consolidated
results of operations and cash flows for such period, in accordance with GAAP
consistently applied.
	 
	 	(b)  	The unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at June 30, 2004 and the related unaudited
consolidated statements of income, retained earnings and cash flows for the
three-month and six-month periods then ended, including in each case the
related schedules and notes, fairly present in all material respects the
unaudited consolidated financial condition of the Company and its consolidated
Subsidiaries as at the date thereof and the unaudited consolidated results of
operations and cash flows for such periods, in accordance with GAAP applied on
a basis consistent with the financial statements referred to in subsection (a)
of this Section, subject to normal year-end adjustments.






	 	5.4.  	No Legal or Contractual Bar.





          The execution, delivery and performance by the Company of this Agreement and the Notes, do not
and will not (i) violate any Requirement of Law or any Contractual Obligation of the Company or any
of its Significant Subsidiaries, (ii) require any license, consent, authorization, approval or any
other action by, or any notice to or filing or registration with, any Governmental Authority or any
other Person, except for such licenses, consents, authorizations or approvals that have been
obtained or made, or (iii) result in the creation or imposition of any Lien on any asset of the
Company or any of its Significant Subsidiaries.




	 	5.5.  	No Registration Under the Securities Act.





          Assuming compliance by you with your representations hereunder, it is not necessary in
connection with the sale of the Notes to you to register the Notes under the Securities Act.




	 	5.6.  	No Material Litigation.





          No actions, suits or proceedings of or before any arbitrator or Governmental Authority is
pending or, to the knowledge of the Company, threatened against or affecting the



4









 





Company or any of its Significant Subsidiaries, or against any property of the Company or of
any such Significant Subsidiary that, if determined adversely to the Company and its Subsidiaries,
taken as a whole, would reasonably be expected to have a Material Adverse Effect.




	 	5.7.  	Taxes.





          The Company has filed or caused to be filed all tax returns that are required to have been
filed, and have paid all taxes shown to be due and payable on such returns and all other taxes
payable by it, except for any taxes (i) the amount of which would not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect or (ii) the amount,
applicability or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or each Subsidiary, has established adequate
reserves in accordance with GAAP.




	 	5.8.  	Compliance with ERISA.






	 	(a)  	Each of the Company and its ERISA Affiliates has operated and
administered each Plan in material compliance with all applicable laws except
for such instances of noncompliance as have not resulted in and would not
reasonably be expected to result in a Material Adverse Effect. None of the
Company or any of its ERISA Affiliates has incurred any liability pursuant to
Title I or IV of ERISA or applicable penalty or excise tax provisions of the
Code and the PRIRC relating to employee benefit plans (as defined in section 3
of ERISA), and no event, transaction or condition has occurred or exists that
would reasonably be expected to result in the incurrence of any such liability
by the Company or any of its ERISA Affiliates, or in the imposition of any Lien
on any of the rights, properties or assets of the Company or any of its ERISA
Affiliates, in either case pursuant to Title I or IV of ERISA or to such
penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or
to any comparable provisions of the PRIRC, other than in any of such cases,
such liabilities or Liens as would not reasonably be expected to result,
individually or in the aggregate, in a Material Adverse Effect.
	 
	 	(b)  	None of the Company or any of its ERISA Affiliates has incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate would reasonably be expected to
result in a Material Adverse Effect.
	 
	 	(c)  	The execution and delivery of this Agreement and the issuance
and sale of the Notes hereunder will not involve any transaction that is
subject to the prohibitions of section 406 of ERISA or in connection with which
a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code or
comparable provisions of the PRIRC. The representation by the Company in the
first sentence of this Section 5.9(c) is made in reliance upon and subject to
(i) the accuracy of your representation in Section 6.2 as to the




5









 







	 	   	sources of the funds to be used to pay the purchase price of the Notes to be
purchased by you and (ii) the assumption, made solely for the purpose of
making such representation, that Department of Labor Interpretive Bulletin
75-2 with respect to prohibited transactions remains valid in the
circumstances of the transactions contemplated herein.






	 	5.9.  	Use of Proceeds.





          The Company will apply the proceeds from the sale of the Notes exclusively in its Commonwealth
trade or business within a period no longer than twenty four (24) months from the date of the
issuance of the Notes and will notify the Puerto Rico Treasury Department of such use as required
by the PRIRC so that the interest in the Notes will be qualified interest for purposes of the
preferential 10% income tax rate provided for under Section 1013A of the PRIRC.




	 	5.10.  	Investment Company Act.





          The Company is not an “investment company” under the Investment Company Act of 1940, as
amended, and is not controlled by any “investment company.”




	 	5.11.  	Changes in Condition.





          Since June 30, 2004, no material adverse change has occurred in the business, financial
condition or results of operations of the Company and its Subsidiaries, taken as a whole.




	6.  	REPRESENTATIONS OF THE PURCHASER.





     You hereby represent and warrant to the Company as follows:




	 	6.1.  	Purchase for Investment; Qualified Institutional Buyer.






	 	(a)  	You are purchasing the Notes for your own account and not with
a view to, or for sale in connection with, the distribution thereof within the
meaning of the Securities Act, provided that you have the right to
dispose of the Notes, or any part thereof, if you deem it advisable to do so,
either pursuant to a registration of the Notes under the Securities Act or
pursuant to an applicable exemption from the registration requirements of the
Securities Act. You understand that the Notes have not been registered under
the Securities Act or the Puerto Rico Uniform Securities Act (“PRUSA”) and you
understand and agree that the Notes may be resold only if registered pursuant
to the provisions of the Securities Act or if an exemption from registration is
available thereunder.
	 
	 	(b)  	You are an “qualified institutional buyer” as defined in Rule
144A under the Securities Act.




6









 






	 	(c)  	You understand and agree that the Notes are being offered only
in a transaction not involving any public offering within the meaning of the
Securities Act, and that (A) if you decide to resell, pledge or otherwise
transfer any Notes on which the legend set forth below appears, such Notes may
be resold, pledged or transferred only (i) to the Company, (ii) in a
transaction entitled to an exemption from registration provided by Rule 144
under the Securities Act (if available), (iii) so long as the Notes are
eligible for resale pursuant to Rule 144A, to a person whom you reasonably
believe is a qualified institutional buyer that purchases for its own account
or for the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule 144A (as
indicated by the box checked by the transferor on the Certificate of Transfer
on the reverse of the Note), (iv) pursuant to another available exemption from
registration under the Securities Act, subject, in the case of clauses (ii) or
(iv), to the receipt by the Company of an opinion of counsel or such other
evidence acceptable to the Company that such resale, pledge or transfer is
exempt from the registration requirements of the Securities Act, or (v)
pursuant to an effective registration statement, and that (B) you will, and
each subsequent purchaser of the Notes is required to, notify any purchaser of
any Notes of the resale restrictions referred to in (2) above and to deliver to
the transferee (other than a qualified institutional buyer) prior to sale a
copy of the transfer restrictions hereinafter set forth (copies of which may be
obtained from the Company). You understand that transfers of the Notes will be
registered only if the Notes are transferred in accordance with such transfer
restrictions;
	 
	 	(d)  	You understand that the certificates evidencing Notes sold in
reliance on Rule 144A will, unless otherwise agreed by the Company, bear a
legend substantially to the following effect:
	 
	 	   	“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE PUERTO RICO UNIFORM SECURITIES
ACT OR ANY OTHER STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
	 
	 	   	THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF
SANTANDER BANCORP THAT (a) THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OTHER THAN (1) TO SANTANDER BANCORP OR A SUBSIDIARY THEREOF, (2)
IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144




7









 






	 	   	UNDER THE SECURITIES ACT (IF AVAILABLE), (3) SO LONG AS THIS NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (4) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
SUBJECT, IN THE CASE OF CLAUSES (2) OR (4), TO THE RECEIPT BY SANTANDER
BANCORP OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO
SANTANDER BANCORP THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE
RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER
THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE
TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OFWHICH MAY BE OBTAINED FROM
SANTANDER BANCORP).”
	 
	 	(e)  	You (i) are able to fend for yourself in the transactions
contemplated by this Agreement; (ii) have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its prospective investment in the Notes; (iii) have the ability to
bear the economic risks of its prospective investment and can afford the
complete loss of such investment; and (iv) may be required to bear the
financial risks of this investment for an indefinite period of time; and
	 
	 	(f)  	It is understood that, in making the representations set out in
Sections 5.4, 5.5 and 5.10 hereof, the Company is relying, to the extent
applicable, upon your representations set forth in this Section 6.1.
	 
	 	(g)  	(a) You have consulted with your own legal, regulatory, tax,
business, investment, financial and accounting advisers in connection herewith
to the extent you have deemed necessary, (b) you have had a reasonable
opportunity to ask questions of and receive answers from officers and
representatives of the Company concerning its financial condition and results
of operations and any other matter relevant to the purchase of the Notes, and
any such questions have been answered to your satisfaction,




8









 






	 	   	(c)you have had the opportunity to review all publicly available records
and filings concerning the Company and its Subsidiaries and you have
carefully reviewed such records and filings as you considered relevant to
making an investment decision, and (d) you have made your own investment
decisions based upon your own judgment, due diligence and advice from such
advisers as you have deemed necessary and not upon any view expressed by the
Company.






	 	6.2.  	Source of Funds.





          At least one of the following statements is an accurate representation as to each source of
funds (a “Source”) to be used by you to pay the purchase price of the Notes to be purchased by you
hereunder:




	 	(a)  	all or part of the Source constitutes assets of a bank
collective investment fund, as contemplated by PTE 91-38, maintained by you,
and you have disclosed to the Company the names of such employee benefit plans
whose assets in such bank collective investment fund exceed ten percent (10%)
of the total assets or are expected to exceed ten percent (10%) of the total
assets of such fund as of the date of such purchase (for the purpose of this
clause (a), all employee benefit plans maintained by the same employer or
employee organization are deemed to be a single plan); or
	 
	 	(b)  	all or part of the Source constitutes assets of one or more
employee benefit plans, each of which has been identified to the Company in
writing; or
	 
	 	(c)  	you are acquiring the Notes for the account of one or more
pension funds, trust funds or agency accounts, each of which is a “governmental
plan” (as defined in section 3(32) of ERISA) and the investment does not give
rise to any violation of any federal, state or local law which is substantially
similar to Title I of ERISA, section 4975 of the Code or comparable provisions
of the PRIRC; or
	 
	 	(d)  	the Source is an “investment fund” managed by a “qualified
professional asset manager” or “QPAM” (as defined in Part V of PTE 84-14,
issued March 13, 1984), provided that (i) no other party to the transaction
described in this Agreement and no “affiliate” of such party (as defined in
Part V(c) of PTE 84-14) has at this time, and during the immediately preceding
one year none has exercised, the authority to appoint or terminate said QPAM as
manager of the assets of any plan identified in writing pursuant to this clause
(f) or to negotiate the terms of said QPAM’s management agreement on behalf of
any such identified plans, (ii) the conditions set forth in paragraphs (c),
(d), (e), (f) and (g) of Part I of PTE 84-14 are satisfied; and (iii) you have
disclosed to the Company the name of the QPAM and of all employee benefit plans
whose assets are included in such investment fund;




9









 






	 	(e)  	the Source is a “plan” managed by an “in-house asset manager”
or “INHAM” (as defined in Part IV of PTE 96-23, issued April 10, 1996),
provided that the conditions set forth in paragraphs (a), (c), (d), (e), (f),
(g) and (h) of Part I of PTE 96-23 are satisfied; or
	 
	 	(f)  	none of such funds consists of assets of any “employee benefit
plan” as defined in ERISA or any “plan” as defined in section 4975 of the Code
or comparable provisions of the PRIRC, other than an employee benefit plan or
plan exempt from the coverage of ERISA and section 4975 of the Code.





As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in
interest” and “separate account” shall have the respective meanings assigned to such terms in
section 3 of ERISA. If you breach any representation made by you under this Section 6.2, your
purchase of the Notes shall be void ab initio.




	 	6.3.  	Anti-Money Laundering.






	 	(a)  	to the best of your knowledge, the funds that you are using to
purchase the Notes were not directly or indirectly derived from activities that
may contravene federal, state and international laws and regulations, including
Anti-Money Laundering Laws; and
	 
	 	(b)  	to the best of your knowledge, neither:






	 	(i)  	you, nor
	 
	 	(ii)  	any person controlling, controlled by, or under
common control with, you,






	 	   	(1)is a country, territory, individual or entity named on an Office of Foreign
Assets Control (“OFAC”) list, or is an individual or entity that resides or has a
place of business in a country or territory named on such lists, (2) is a “senior
foreign political figure,” or any “immediate family member” or “close associate” (as
such terms are defined in the Patriot Act) of a senior foreign political figure or
(3) is a “foreign shell bank” (as defined in the Patriot Act) or transacts business
with a foreign shell bank.
	 
	 	   	You understand that the Company may not accept any payments for the Notes from you
if you cannot make the representations set forth above.
	 
	 	6.4.  	Transferee.





          Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the
same representations regarding the purchase of the Notes as the original holder thereof made
pursuant to Sections 6.1, 6.2 and 6.3 above.



10









 






	7.  	PAYMENT OF INTEREST





     The Company shall pay interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance of the Notes at the rate of six and three tenths percent (6.30%)
per annum from the date of the Notes, payable semiannually, on the first (1st) day of
June and the first (1st) day of December of each year (the “Interest Payment Date”),
commencing on December 1, 2004, until the principal hereof shall have become due and payable.




	8.  	REDEMPTION OF THE NOTES PRIOR TO MATURITY.






	 	8.1.  	Optional Redemption.





          The Company may, at its option, upon notice as provided below, redeem and prepay prior to
maturity, all or any part of the Notes on December 1 or June 1 of each year; provided,
however, that the Company may not redeem and prepay all or any part of the Notes pursuant to this
Section 8.1 prior to December 1, 2009. On and after December 1, 2009, the Notes shall be
redeemable at a price equal to the percentage of the principal amount of the Notes to be redeemed
specified for the periods listed below (the “Redemption Price”), together with accrued and unpaid
interest, if any, to the date of redemption specified by the Company (the “Redemption Date”).



	 	 	 	 	 	 	 
	Redemption Period	 	 	 	Percentage of Principal Amount
	December 1, 2009 to May 31, 2010

	 	 	 	 	103.00	%
	June 1, 2010 to November 30, 2010

	 	 	 	 	102.70	%
	December 1, 2010 to May 31, 2011

	 	 	 	 	102.40	%
	June 1, 2011 to November 30, 2011

	 	 	 	 	102.10	%
	December 1, 2011 to May 31, 2012

	 	 	 	 	101.80	%
	June 1, 2012 to November 30, 2012

	 	 	 	 	101.50	%
	December 1, 2012 to May 31, 2013

	 	 	 	 	101.20	%
	June 1, 2013 to November 30, 2013

	 	 	 	 	100.90	%
	December 1, 2013 to May 31, 2014

	 	 	 	 	100.60	%
	June 10, 2014 to November 30, 2014

	 	 	 	 	100.30	%
	December 1, 2014 and thereafter

	 	 	 	 	100.00	%






11









 






          The Company will give each holder of Notes written notice of any redemption under this Section
8.1 not less than forty-five (45) days and not more than sixty (60) days prior to any Redemption
Date. Each such notice shall specify the Redemption Date, the aggregate principal amount of the
Notes to be redeemed on such Redemption Date, which shall not be in an amount less than One Million
United States Dollars (US$1,000,000) and increments of US$500,000, the principal amount of each
Note held by such holder to be redeemed (determined in accordance with Section 8.2), and the
interest to be paid on such Redemption Date with respect to such principal amount being redeemed.




	 	8.2.  	Allocation of Partial Redemptions.





          In the case of each partial redemption of the Notes, the principal amount of the Notes to be
redeemed shall be allocated among all of the Notes at the time outstanding in proportion, as nearly
as practicable, to the respective unpaid principal amounts thereof not theretofore called for
redemption.




	 	8.3.  	Maturity; Surrender, etc.





          In the case of each redemption of Notes pursuant to this Section 8, the principal amount of
each Note to be redeemed shall mature and become due and payable on the respective Redemption Date,
together with interest on such principal amount accrued to such date. From and after such date,
unless the Company shall fail to pay such principal amount when so due and payable, together with
the interest thereon, interest on such principal amount shall cease to accrue. Any Note paid or
redeemed in full shall be surrendered to the Company and cancelled and shall not be reissued, and
no Note shall be issued in lieu of any prepaid principal amount of any Note.




	 	8.4.  	Purchase of Notes.





          The Company will not, and will not permit any of its Affiliates to, purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment
or redemption of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any of its Affiliates pursuant to any
payment, redemption or purchase of Notes pursuant to any provision of this Agreement and no Notes
may be issued in substitution or exchange for any such Notes.




	9.  	DELIVERY OF REPORTS.





          The Company covenants that so long as the Notes are outstanding:




	 	9.1.  	SEC Reports.





          The Company shall deliver to you and to any subsequent holder of Notes that is an
Institutional Investor for so long as the Company is subject to reporting obligations under the
Exchange Act with respect to any of its securities, promptly, and in any event within ten (10) days
upon their becoming available, one copy of its annual report and of the information, documents and
other reports which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act; provided, however, that no such delivery shall be



12









 





required as to any of such reports which have been required to be filed and are available in
electronic format from the EDGAR database of the SEC.




	 	9.2.  	Officer’s Certificate.





          Within one hundred twenty (120) days after the end of each fiscal year of the Company, the
Company shall deliver to the holders an Officers’ Certificate stating whether interest paid on the
Notes constitutes income from sources within the Commonwealth under the Code.




	10.  	CONSOLIDATION, MERGER AND SALE OF ASSETS.





          The Company shall not consolidate with or merge into, or convey, transfer or lease its
properties and assets substantially as an entirety to, any Person, unless:




	 	(a)  	the Company is the surviving or continuing entity, or the
entity formed by such consolidation or into which the Company is merged or to
which the Company has conveyed, transferred or leased its properties and assets
substantially as an entirety is an entity organized and validly existing under
the laws of the United States of America, any province or state thereof or the
District of Columbia or the Commonwealth, and such entity expressly assumes the
Company’s obligations under the Notes and this Agreement;
	 
	 	(b)  	immediately after giving effect to the transaction, no Event of
Default shall have occurred and be continuing; and
	 
	 	(c)  	the Company shall have delivered to each holder an Officer’s
Certificate and an opinion of counsel, each stating that such consolidation,
merger or transfer and such supplemental agreement, comply with this Agreement.






	11.  	EVENTS OF DEFAULT.





          An “Event of Default” wherever used herein with respect to the Notes means any of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary 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):




	 	(a)  	the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary case
under the United States federal bankruptcy laws, as now or hereafter
constituted, or any other applicable United States federal, state or
Commonwealth bankruptcy, insolvency or other similar law, or a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under applicable United




13









 






	 	   	States federal, state or Commonwealth law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60
consecutive days; or
	 
	 	(b)  	the commencement by the Company of a voluntary case under the
United States federal bankruptcy laws, as now or hereafter constituted, or any
other applicable United States federal, state or Commonwealth bankruptcy,
insolvency or other similar law, or the consent by it to the entry of an order
for relief in an involuntary case under any such law or to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
the making by it of an assignment for the benefit of its creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of
any such action.






	12.  	REMEDIES ON DEFAULT, ETC.






	 	12.1.  	Acceleration.





          If an Event of Default described in Section 11 has occurred and is continuing, the holders of
not less than 25% in principal amount of outstanding Notes may, at their option, by notice given to
the Company as provided for herein, declare the principal amount of the Notes to be immediately due
and payable.



          Upon any Notes becoming due and payable under this Section 12.1, such Notes will forthwith
mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest
thereon (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived.




	 	12.2.  	Other Remedies.





          If a default is made by the Company in the payment of any installment of interest, or
principal of (or premium, if any, on) any Notes and such default is continuing, and irrespective of
whether the Notes have been declared immediately due and payable under Section 12.1, each holder
may proceed to protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in the Notes, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



          Notwithstanding any other provision in this Agreement, the right of any holder to receive
payment of principal of and interest on the Notes, on or after the respective due dates



14









 





expressed in such Notes, or to institute suit for enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such holder.




	 	12.3.  	Rescission.





          At any time after the Notes have been declared due and payable pursuant to Section 12.1, and
before a judgment or decree for payment of the money due under the Notes has been obtained by the
holders, by written notice to the Company, the Majority Holders may rescind and annul any such
declaration and its consequences if: (i) the Company has paid all overdue interest on the Notes,
all principal of (and premium, if any, on) the Notes that are due and payable and are unpaid other
than by reason of such declaration of acceleration, and (ii) all Events of Default, other than
non-payment of amounts that have become due solely by reason of such declaration, have been cured
or waived pursuant to Section 17. No rescission and annulment under this Section 12.3 will extend
to or affect any subsequent Event of Default or impair any right consequent thereon.




	 	12.4.  	No Waivers or Election of Remedies, Expenses, etc.





          No course of dealing and no delay in exercising any right, power or remedy shall operate as a
waiver thereof or otherwise prejudice a holder’s rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by the Notes shall be exclusive of any other right, power or
remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or
otherwise. All available remedies are cumulative. Without limiting the obligations of the Company
under Section 14, the Company will pay on demand such further amount as shall be sufficient to
cover all reasonable out-of-pocket costs and expenses incurred in any enforcement or collection
under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and
disbursements.




	 	12.5.  	Limitation on Suits.





          No holder of any Notes shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Agreement, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless such holder has previously given written notice to the Company
of a continuing Event of Default with respect to the Notes; provided, 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 Agreement to affect, disturb or prejudice the rights of any other of such
holders, or to obtain or to seek to obtain priority or preference over any other of such holders or
to enforce any right under this Agreement, except in the manner herein provided and for the equal
and ratable benefit of all of such holders.




	13.  	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.






	 	13.1.  	Registration of Notes.





          The Company shall keep at its principal executive office a register (the “Note Register”) for
the registration and registration of transfers of the Notes. The name and address of each holder
of one or more Notes, each transfer thereof and the name and address of each transferee of one or
more Notes shall be registered in such register. Prior to due presentment for



15









 





registration of transfer, the Person in whose name any Note shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall
not be affected by any notice or knowledge to the contrary. If and as applicable, the Company
shall give to any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all registered holders of
Notes.




	 	13.2.  	Transfer and Exchange of Notes.





          Upon surrender of any Note at the principal executive office of the Company for registration
of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed
or accompanied by a written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in
exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such holder may request
and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and
bear interest from the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in
respect of any such transfer of Notes. Notes shall not be transferred in denominations of less
than Five Million United States Dollars (US$5,000,000), provided that if necessary to
enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in
a denomination of less than Five Million United States Dollars (US$5,000,000). Any transferee, by
its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to
have made the representations set forth in Sections 6.1, 6.2 and 6.3.




	 	13.3.  	Replacement of Notes.





          Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor which is the registered holder, notice from such Institutional Investor of
such ownership and such loss, theft, destruction or mutilation), and




	 	(a)  	in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note
is, or is a nominee for, the Purchaser or another Institutional Investor with a
minimum net worth of at least One Hundred Million United States Dollars
(US$100,000,000), such Person’s own unsecured agreement of indemnity shall be
deemed to be satisfactory), or
	 
	 	(b)  	in the case of mutilation, upon surrender and cancellation
thereof,





          the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated
and bearing interest from the date to which interest shall have been paid on such lost,



16









 





stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon.




	14.  	PAYMENTS ON NOTES.






	 	14.1.  	Place of Payment.





          Subject to Section 14.2, payments of principal and interest becoming due and payable on the
Notes shall be made in San Juan, Puerto Rico at the principal office of the Company in such
jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of
payment of the Notes so long as such place of payment shall be either a principal office of the
Company in the Commonwealth or a principal office of a bank or trust company in the Commonwealth.




	 	14.2.  	Home Office Payment.





          So long as you or your nominee shall be the holder of any Note, and notwithstanding anything
contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming
due on such Note for principal, and interest by the method and at the address specified for such
purpose in written instructions issued by you to the Company on the Closing, or by such other
method or at such other address as you shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or the making of any
notation thereon, except that upon written request of the Company made concurrently with or
reasonably promptly after payment or redemption in full of any Note, you shall surrender such Note
for cancellation, reasonably promptly after any such request, to the Company at its principal
executive office or at the place of payment most recently designated by the Company pursuant to
Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid thereon and the last
date to which interest has been paid thereon or surrender such Note to the Company in exchange for
a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section
14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased
by you under this Agreement and that has made the same agreement relating to such Note as you have
made in this Section 14.2.




	15.  	SUBORDINATION.






	 	15.1.  	Agreement to Subordinate.





          The Company covenants and agrees, and each holder, by accepting a Note covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Section 15, the indebtedness
represented by the Notes is subordinated in right of payment to the prior payment in full of all
Senior Debt.




	 	15.2.  	Liquidation, Dissolution, Bankruptcy, Etc.





          In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relative
to the Company or to its creditors, as such, or to its assets, or (b) any



17









 





liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company, then and in any such
event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Debt, or provision shall be made for such payment in
money or money’s worth, before the holders of the Notes are entitled to receive any payment on
account of principal of (or premium, if any) or interest on the Notes, and to that end the holders
of Senior Debt shall be entitled to receive, for application to the payment hereof, any payment or
distribution of any kind or character, whether in cash, property or securities, which may be
payable or deliverable in respect of the Notes in any such case, proceeding, dissolution,
liquidation or other winding up or event.



          In the event that, notwithstanding the foregoing provisions of this Section 15.2, the holder
of any Note shall have received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, before all Senior Debt is paid in full or
payment thereof provided for, and if such fact shall, at or prior to the time of such payment or
distribution have been made known to such holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.



          For purposes of this Section 15 only, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment which are
subordinated in right of payment to all Senior Debt which may at the time be outstanding to the
same extent as, or to a greater extent than, the Notes are so subordinated as provided in this
Section 15. The consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or
lease of its properties and assets substantially as an entirety to another Person upon the terms
and conditions set forth in Section 10 shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of
the Company for the purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by sale, conveyance, transfer or lease
such properties and assets substantially as an entirety, as the case may be, shall, as a part of
such sale, consolidation, merger, conveyance, transfer or lease, comply with the conditions set
forth in Section 10.




	 	15.3.  	Prior to Payment to Senior Debt Upon Acceleration of Notes.





          In the event that any Notes are declared due and payable before their stated maturity, then
and in such event the holders of Senior Debt shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Debt, or provision shall be made for
such payment in cash, before the holders are entitled to receive any payment of the principal of,
premium, if any, or interest on the Notes or on account of the purchase or other acquisition of the
Notes.



18









 





          In the event that, notwithstanding the foregoing, the Company shall make any payment to the
holder of any Note prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to such holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company.




	 	15.4.  	No Payment When Senior Debt Default.





          No payment by the Company on account of principal or premium (if any), or interest on the
Notes shall be made unless full payment of amounts then due for principal, premium (if any), and
interest on Senior Debt has been made or duly provided for. In the event and during the
continuation of any default in the payment of principal of (or premium, if any) or interest on any
Senior Debt beyond any applicable grace period with respect thereto, or in the event that any event
of default with respect to any Senior Debt shall have occurred and be continuing permitting the
holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior
Debt due and payable prior to the date on which it would otherwise have become due and payable,
unless and until such event of default shall have been cured or waived or shall have ceased to
exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any such default in payment, or event of default, then
no payment shall be made by the Company on account of principal of (or premium, if any) or interest
on the Notes or on account of the purchase or other acquisition of Notes.




	 	15.5.  	When Distribution Must Be Paid Over.





          If a distribution is made to a holder of any Notes that because of this Section 15 should not
have been made to such holder, the holders who receive the distribution shall hold it in trust for
the benefit of the holders of Senior Debt and pay it over to them as their interest may appear.




	 	15.6.  	Subrogation.





          After all Senior Debt is paid in full and until the Notes are paid in full, the holders shall
be subrogated to the rights of the holders of Senior Debt to receive payments and distributions of
cash, property and securities applicable to the Senior Debt. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of any cash, property or securities to
which the holders of Notes would be entitled except for the provisions of this Section 15, and no
payments over pursuant to the provisions of this Section 15 to the holders of Senior Debt by the
holders, shall, as among the Company, its creditors other than holders of Senior Debt and the
holders of the Notes, be deemed to be a payment or distribution by the Company to or on account of
the Senior Debt.




	 	15.7.  	Relative Rights.





          This Section 15 defines the relative rights of the holders of the Notes and the holders of
Senior Debt. Nothing contained in this Agreement is intended to or shall: (a) impair, as among the
Company, its creditors other than holders of Senior Debt and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional (and which, subject to the rights
under this Section 15 of the holders of Senior Debt and the rights under Section



19









 





15.11 of Entitled Persons in respect of Other Financial Obligations, is intended to rank
equally with all other obligations of the Company), to pay to the holders the principal of (and
premium, if any) and interest on the Notes as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Company of the holders
of the Notes and creditors of the Company other than the holders of Senior Debt; or (c) prevent the
holder of any Note from exercising all remedies otherwise permitted by applicable law upon default
under this Agreement, subject to the rights, if any, under this Section 15.7 of the holders of
Senior Debt, and under Section 15.11 of Entitled Persons in respect of Other Financial Obligations,
to receive cash, property and securities otherwise payable or deliverable to such holder.




	 	15.8.  	Reliance by Holders of Senior Debt on Subordination Provisions.





          Each holder by accepting a Note acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to each holder of Senior
Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of Senior
Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Debt.




	 	15.9.  	No Waiver of Subordination Provisions.





          No right of any present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this Agreement,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.



          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior
Debt may, at any time and from time to time, without the consent of or notice to the holders of the
Notes, without incurring responsibility to the holders of the Notes and without impairing or
releasing the subordination provided in this Section 15 or the obligations hereunder of the holders
of the Notes to the holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt,
or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any
Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.




	 	15.10.  	Reliance on Judicial Order or Certificate of Liquidating Agent.





          Upon any payment or distribution of assets of the Company referred to in this Section 15, the
holders of the Notes shall be entitled to rely: (i) upon any order or decree entered



20









 





by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or
(ii) a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or distribution, delivered
to the holders, for the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of the Senior Debt and other indebtedness of the Company and the
Entitled Persons in respect of Other Financial Obligations, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Section 15.




	 	15.11.  	Payment of Proceeds in Certain Cases.






	 	(a)  	If, after giving effect to the provisions of Section 15.2 and
Section 15.6, any amount of cash, property or securities shall be available for
payment or distribution in respect of the Notes (“Excess Proceeds”) and any
Entitled Persons in respect of Other Financial Obligations shall not have
received payment in full of all amounts due or to become due on or in respect
of such Other Financial Obligations (and provision shall not have been made for
such payment in money or money’s worth), then such Excess Proceeds shall first
be applied (ratably with any amount of cash, property or securities available
for payment or distribution in respect of any other indebtedness of the Company
that by its express terms provides for the payment over of amounts
corresponding to Excess Proceeds to Entitled Persons in respect of Other
Financial Obligations) to pay or provide for the payment of the Other Financial
Obligations remaining unpaid, to the extent necessary to pay all Other
Financial Obligations in full, after giving effect to any concurrent payment or
distribution to or for Entitled Persons in respect of Other Financial
Obligations. Any Excess Proceeds remaining after the payment (or provision for
payment) in full of all Other Financial Obligations shall be available for
payment or distribution in respect of the Notes.
	 
	 	(b)  	In the event that, notwithstanding the foregoing provisions of
subsection (a) of this Section 15.11, the holder of any Note shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, before all Other Financial
Obligations are paid in full or payment thereof duly provided for, and if such
fact shall, at or prior to the time of such payment or distribution have been
made known to such holder, then and in such event, subject to any obligation
that such holder may have pursuant to Section 15.2, upon written notice to the
holder such payment or distribution shall be paid over or delivered forthwith
to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets of the
Company for payment in accordance with subsection (a).




21









 






	 	(c)  	Subject to the payment in full of all Other Financial
Obligations, the holders of the Notes shall be subrogated (equally and ratably
with the holders of all indebtedness of the Company that by its express terms
provides for the payment over of amounts corresponding to Excess Proceeds to
Entitled Persons in respect of Other Financial Obligations and is entitled to
like rights of subrogation) to the rights of the Entitled Persons in respect of
Other Financial Obligations to receive payments and distributions of cash,
property and securities applicable to the Other Financial Obligations until the
principal of and interest on the Notes shall be paid in full. For purposes of
such subrogation, no payments or distributions to Entitled Persons in respect
of Other Financial Obligations of any cash, property or securities to which
holders of the Notes would be entitled except for the provisions of this
Section 15.11, and no payments over pursuant to the provisions of this Section
15.11 to Entitled Persons in respect of Other Financial Obligations by holders
of Notes, shall, as among the Company, its creditors other than Entitled
Persons in respect of Other Financial Obligations and the holders of Notes be
deemed to be a payment or distribution by the Company to or on account of the
Other Financial Obligations.
	 
	 	(d)  	The provisions of subsections (a), (b) and (c) of this Section
15.11 are and are intended solely for the purpose of defining the relative
rights of the holders of the Notes, on the one hand, and the Entitled Persons
in respect of Other Financial Obligations, on the other hand, after giving
effect to the rights of the holders of Senior Debt, as provided in this Section
15.11. Nothing contained in subsections (a), (b) and (c) of this Section is
intended to or shall affect the relative rights against the Company of the
holders of the Notes and (1) the holders of Senior Debt or (2) other creditors
of the Company other than Entitled Persons in respect of Other Financial
Obligations.






	16.  	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.





          The representations and warranties contained in Section 5 shall survive the execution and
delivery of this Agreement and the Notes and the purchase or transfer by you of any Note or portion
thereof or interest therein, may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of a Note and such
representations and warranties shall continue in full force and effect so long as the Notes are
outstanding and unpaid. All statements contained in any certificate or other instrument delivered
by or on behalf of the Company pursuant to this Agreement shall be deemed representations and
warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement
and the Notes embody the entire agreement and understanding among you and the Company and supersede
all prior agreements and understandings relating to the subject matter hereof.



22









 






	17.  	AMENDMENT AND WAIVER.






	 	17.1.  	Requirements.





          This Agreement and the Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and only with) the written
consent of the Company, you and the Company, except that (a) no amendment or waiver of any of the
provisions of Sections 1, 2, 3, 4, 5 or 6 hereof, or any defined term (as it is used therein), will
be effective as to you unless consented to by the Majority Holders, and (b) no such amendment or
waiver may, without the written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change
the amount or time of any redemption or payment of principal of, or reduce the rate or change the
time of payment or method of computation of interest on, the Notes, (ii) change the percentage of
the principal amount of the Notes the holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of Sections 6, 7, 9, 10, 11, 12 or 17.




	 	17.2.  	Solicitation of Holders of Notes.






	 	(a)  	Solicitation. The Company will provide each holder of
the Notes (irrespective of the amount of Notes then owned by it) with the same
information provided to any other holders with respect to any proposed
amendment, waiver or consent in respect of any of the provisions hereof or of
the Notes. The Company will deliver executed or true and correct copies of
each amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date on
which it is executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.
	 
	 	(b)  	Payment. The Company will not directly or indirectly
pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any holder of
Notes as consideration for or as an inducement to the entering into by any
holder of Notes or any waiver or amendment of any of the terms and provisions
hereof or of the Notes, unless such remuneration is concurrently offered (and
paid if accepted) or paid, or security is concurrently offered (and granted if
accepted) or granted, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.






	 	17.3.  	Binding Effect, etc.





          Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Company, without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement or Event
of Default not expressly amended or waived or impair any right




23









 





consequent thereon. No course of dealing between the Company and the holder of any Note and
no delay in exercising any rights hereunder or under any Note shall operate as a waiver of any
rights of any holder of such Note.




     17.4. Notes held by Company, etc.



          Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates (other than any investment company managed
by an Affiliate of the Company) shall be deemed not to be outstanding.



18. NOTICES.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:




	 	(a)  	if to you, to Puerto Rico Conservation Trust, 115 Tetuán
Street, San Juan, Puerto Rico 00901, Attention: Executive Director, or if to
your nominee, at the address specified for such communications by you on the
Closing Date, or at such other address as you or it shall have specified to the
Company in writing,
	 
	 	(b)  	if to any other holder of any Note, to such holder at such
address as such other holder shall have specified to the Company in writing, or
	 
	 	(c)  	if to the Company, to the Company at Torre Santander, 221 Ponce
de León Avenue, 5th Floor, San Juan, Puerto Rico 00917, Attention:
Chief Financial Officer, or at such other address as the Company shall have
specified to the holder of each Note in writing.






Notices under this Section 18 will be deemed given only when actually received.



19. MISCELLANEOUS.




     19.1. Successors and Assigns.



          All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or not.



24









 





     19.2. Payments Due on Non-Business Days.



          Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or interest on any Note that is due on a date other than a Business Day shall be made
on the next succeeding Business Day without including the additional days elapsed in the
computation of the interest payable on such next succeeding Business Day.



     19.3. Severability.



          Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.



     19.4. Construction.



          Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken by such Person or on such Person’s behalf. Titles and headings of the sections of this
Agreement appear as a matter of convenience only and shall not affect the construction hereof. The
words “herein,” “hereof,” "hereunder” and “hereto” refer to this Agreement as a whole. The term
“including” means “including without limitation” whether or not so expressed. All currencies used
herein are U.S. dollars.



     19.5. Counterparts.



          This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.



25









 





     19.6. Governing Law.



          This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the Commonwealth without giving effect to any principles
of conflicts of law which might apply the laws of any other jurisdiction.



* * * * *




     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on October 6,
2004.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	SANTANDER BANCORP
	 
	 	 	 	 
	

	 	By:
	 	/s/ María Calero
	

	 	Title:
	 	     Executive Vice President and Principal

     Accounting Officer
	 
	 	 	 	 
	

	 	By:
	 	/s/ José Casellas
	

	 	Title:
	 	     Senior Vice President and Treasurer






The foregoing is hereby agreed

to as of the date thereof.



PUERTO RICO CONSERVATION TRUST FUND




	 	 	 
	By:

	 	/s/ Fernando Lloveras San Miguel
	Title:

	 	     Executive Director







26









 








SCHEDULE A




DEFINED TERMS




          As used herein, the following terms have the respective meanings set forth below or set forth
in the section hereof following such term:



          “Affiliate” means, at any time, and with respect to any Person, any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is
under common Control with, such first Person. Unless the context otherwise clearly requires, any
reference to an “Affiliate” is a reference to an Affiliate of the Company.



          “Anti-Money Laundering Laws” means all applicable laws, rules, regulations and other
requirements relating to applicable anti-money laundering rules, including the USA Patriot Act of
2001 (the “Patriot Act”), the regulations administered by the U.S. Department of Treasury’s Office
of Foreign Assets Control thereunder and other applicable U.S. and non-U.S. anti-money laundering
laws, statutes, regulations and internal rules in connection therewith.



          “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in San Juan, Puerto Rico are required or authorized to be closed.



          “Closing” is defined in Section 3.



          “Code” means the United States Internal Revenue Code of 1986, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time.



          “Commissioner of Financial Institutions” means the Office of the Commissioner of Financial
Institutions of the Commonwealth of Puerto Rico.



          “Commonwealth” means the Commonwealth of Puerto Rico.



          “Company” means Santander BanCorp., a Puerto Rico corporation.



          “Contractual Obligation” means, as to any Person, any provision of any securities issued by
such Person or of any Material agreement, instrument or undertaking to which such Person is a party
or by which it or any of its property is bound.



          “Control” (and the correlative terms thereof) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.



          ”Entitled Persons” means any Person entitled to payment pursuant to the terms of Other
Financial Obligations.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



Schedule A-1





 









 









          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.



          “Excess Proceeds” has the meaning specified in Section 15.11.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



          “Event of Default” is defined in Section 11.



          “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.



          “Governmental Authority” means




          (a)
the government of

	 	(i)  	the United States of America, the Commonwealth,
any State of the United States, or other political subdivision thereof,
or
	 
	 	(ii)  	any jurisdiction in which the Company, or any
of its Subsidiaries conducts all or any part of its business, or which
asserts jurisdiction over any properties of the Company, or any of its
Subsidiaries, or





          (b) any entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government, including, but not limited to the Commissioner
of Financial Institutions.



          “holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



          “Institutional Investor” means (a) any original purchaser of a Note and (b) any bank, trust
company, savings and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, trust, corporation, partnership or
any other similar financial institution or entity, regardless of legal form that is a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act; provided, however,
that any investment company licensed under the laws of the Commonwealth and exempt from
registration under the Investment Company Act of 1940 which otherwise meets the criteria of a
“qualified institutional buyer” under Rule 144A, shall qualify as an “Institutional Investor.”



          “Lien” means any mortgage, pledge, lien, hypothecation, prior claim, security interest,
preference or other charge or encumbrance and any deferred purchase, sale-and-purchase or
sale-and-leaseback arrangement and any other security agreement or preferential arrangement of a
like or similar effect; for clarification, it is understood that “Lien” does not include any
arrangement whatsoever (whether a deferred purchase, sale-and-purchase, sale-and-leaseback, leasing
or other arrangement) the direct or indirect purpose and effect of which is to



Schedule A-2




 









 







allow or to assist the purchaser or user of a product marketed by the Company to finance the
acquisition or rental thereof, in whole or in part, with a third party.




          “Majority Holders” means the holders of Notes representing in the aggregate a majority in
aggregate outstanding principal amount of the Notes.



          “Material” means, with respect to any Person, material in relation to the business,
operations, affairs, financial condition, assets, or properties of such Person and its Subsidiaries
taken as a whole; provided that for purposes of this Agreement, any amount or obligation
shall be deemed to be “Material” if it equals or exceeds 10% of the Company’s consolidated
stockholder’s equity, as set forth in the most recent annual or quarterly financial statements of
the Company, to be delivered to the holders of the Notes.



          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a
whole, (b) the ability of the Company to perform its obligations under this Agreement or the Notes,
(c) the validity or enforceability against the Company of this Agreement or the Notes, or (d) the
rights and remedies of the holders with respect to the Company under this Agreement or the Notes.



          “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).



          “Notes” is defined in Section 1.



          “Note Register” is defined in Section 13.1.



          “Officer’s Certificate” means, with respect to any Person, a certificate of a Senior Financial
Officer or of any other officer of such Person whose responsibilities extend to the subject matter
of such certificate.



          “opinion of counsel” means a written opinion of counsel from legal counsel who is acceptable
to the Majority Holders. The counsel may be an employee of, or external counsel to, the Company.



          ”Other Financial Obligations” means all obligations of the Company to make payment pursuant to
the terms of derivative products, whether outstanding on the date hereof, or created, assumed or
incurred after the Closing Date, such as (i) interest and foreign exchange rate contracts, (ii)
commodity contracts and (iii) similar financial instruments; provided that the term Other Financial
Obligations shall not include (A) obligations on account of Senior Debt and (B) obligations that
are expressly stated to rank, upon insolvency, liquidation or other similar proceeding relating to
the Company, junior to, or equally in right of payment with, the Notes, or are identified as junior
to, or equal to in right of payment with, the Notes, in any resolution adopted by the Board of
Directors of the Company.



          “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization or a government or agency or political subdivision
thereof.



Schedule A-3





 









 








          “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required to be made, by the Company or any
ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



          “PRIRC” means the Puerto Rico Internal Revenue Code of 1994, as amended from time to time, and
the rules and regulations promulgated thereunder from time to time.



          “property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



          “Purchaser” means Puerto Rico Conservation Trust Fund, a charitable, irrevocable and perpetual
trust fund, created under a Deed of Trust dated January 23, 1970.



          “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United
States Department of Labor.



          “Requirements of Law” means, as to any Person, the articles or certificate of incorporation
and by-laws or other organizational or governing documents of such Person, any law, rule or
regulation, and any final and binding determination of an arbitrator or determination of a court or
other Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.



          “Responsible Officer” means any Senior Financial Officer and any other executive officer of
the Company with responsibility for the administration of the relevant portion of this Agreement.



          “SEC” means the United States Securities and Exchange Commission.



          “Securities Act” means the Securities Act of 1933, as amended from time to time.



          “Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of any Person.



          “Senior Debt” means:




     (i) the principal of, and premium, if any, and interest for money borrowed or
purchased by the Company;




     (ii) the principal of, and premium, if any, and interest for money borrowed or
purchased by another Person and guaranteed by the Company;




     (iii) any deferred obligation for the payment of the purchase price of property
or assets evidenced by a note or similar agreement; and



Schedule A-4





 









 









     (iv) similar obligations arising from off-balance sheet guarantees and direct
credit substitutes;


in each case, whether outstanding on the date of this Agreement or thereafter created, assumed or
incurred by the Company.





     Senior Debt excludes any indebtedness that:




     (a) expressly states that it is junior to, or ranks equally in right of payment
with, the Notes; or




     (b) is identified as junior to, or equal in right of payment with, the Notes in
any resolution adopted by the board of directors of the Company.



          “Significant Subsidiary” means any Subsidiary of the Company, which meets any of the following
conditions: (i) the Company’s and its other Subsidiaries’ investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its Subsidiaries consolidated
as of the end of the most recently completed fiscal year; (ii) the Company’s and its other
Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the
Subsidiary exceeds 10 percent of the total assets of the Company and its Subsidiaries consolidated
as of the end of the most recently completed fiscal year; or (iii) the Company’s and its other
Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the Subsidiary exceeds 10
percent of such income of the Company and its Subsidiaries consolidated as of the end of the most
recently completed fiscal year.



          “Subsidiary” means with respect to any Person, any other Person more than fifty percent (50%)
of whose stock or other equity interest of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors (or equivalent officials) of such other
Person (irrespective of whether or not at the time stock or other equity interests of any class or
classes of such other Person shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person, directly or indirectly through Subsidiaries.
Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Company.



Schedule A-5




 









 








EXHIBIT 1




Form of 6.30% Subordinated Note due June 2032



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE PUERTO RICO UNIFORM SECURITIES ACT OR ANY OTHER STATE SECURITIES LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.



THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF SANTANDER BANCORP THAT (a)
THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO SANTANDER BANCORP
OR A SUBSIDIARY THEREOF, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY
THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (4)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE
CASE OF CLAUSES (2) OR (4), TO THE RECEIPT BY SANTANDER BANCORP OF AN OPINION OF COUNSEL OR SUCH
OTHER EVIDENCE ACCEPTABLE TO SANTANDER BANCORP THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE
(OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS
APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM SANTANDER BANCORP).



THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.





	 	 	 
	No. 1
	 	PRINCIPAL AMOUNT: $75,000,000






CUSIP NO.




Exh 1-1




 









 








SANTANDER BANCORP




6.30% Subordinated Notes due June 2032




     SANTANDER BANCORP, a corporation duly organized and existing under the laws of the
Commonwealth of Puerto Rico (herein called the “Company,” which term includes any successor Person
under the Note Purchase Agreement hereinafter referred to), for value received, hereby promises to
pay to the Puerto Rico Conservation Trust Fund (“Conservation Trust”), or registered assigns, the
principal sum of U.S. Seventy-Five Million Dollars on June 1, 2032 (“Maturity”), and to pay
interest thereon from October 7, 2004 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on the first (1st) day of June
and the first (1st) day of December of each year, commencing December 1, 2004, at the
rate of 6.30% per annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in such Note Purchase Agreement, be paid to the Person in whose name this Note is
registered at the close of business on the regular record date for such interest, which shall be
the fifteenth (15th) day of the month next preceding the relevant Interest Payment Date
(whether or not a Business Day) (the “Regular Record Date”).



     Payment of interest on this Note due on any Interest Payment Date (other than interest on this
Note due to the holder hereof at Maturity) shall be paid by check mailed to the Person entitled
thereto at his last address as it appears on the Note Register or, if $10,000,000 aggregate
principal amount of Notes are registered in the name of the holder hereof, in immediately available
funds by wire transfer to such account as may have been designated by the Person entitled thereto
as set forth herein. Payment of the principal of (and premium, if any) and interest on this Note
due to the holder hereof at Maturity shall be paid in immediately available funds upon presentation
of this Note for surrender at the office or agency of the Company in San Juan, Puerto Rico.



     Any such designation for wire transfer purposes shall be made by filing the appropriate
information with the Company at its principal office in San Juan, Puerto Rico, and, unless revoked
by written notice to the Company received on or prior to the Regular Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth (15th) calendar day
preceding Maturity, shall remain in effect with respect to any further payments with respect to
this Note payable to such holder.



     Any payment of principal, premium or interest on this Note due on any day which is not a
Business Day in San Juan, Puerto Rico, need not be made on such day, but may be made on the next
succeeding Business Day in San Juan, Puerto Rico, with the same force and effect as if made on the
due date and no interest shall accrue on the amount due on such date for the period from such date
until the next succeeding Business Day. “Business Day” shall mean, as used herein with respect to
any particular location, any day, other than Saturday and Sunday or a day on which commercial banks
in San Juan, Puerto Rico are required or authorized to be closed. The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months.



Exh 1-2




 









 








     This Note is one of a duly authorized issue of 6.30% Subordinated Notes due June 2032 of the
Company (herein called the “Notes”) issued under a Note Purchase Agreement, dated as of October 6,
2004, between the Company and Conservation Trust, to which Note Purchase Agreement and any
amendments thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company and the holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This Note is issued
subject to the provisions of the Note Purchase Agreement.



     The indebtedness evidenced by this Note is, to the extent provided in the Note Purchase
Agreement, subordinate and junior in right of payment to prior payment in full of all Senior Debt
of the Company, and this Note is issued subject to the provisions of the Note Purchase Agreement
with respect thereto. Each holder of this Note, by accepting the same, agrees that each holder of
Senior Debt, whether created or acquired before or after the issuance of the Notes, shall be deemed
conclusively to have relied on such provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt. The Note Purchase Agreement also provides that if, upon the
occurrence of certain events of bankruptcy or insolvency relating to the Company, there remains,
after giving effect to such subordination provisions, any amount of cash, property or securities
available for payment or distribution in respect of Notes (as defined in the Note Purchase
Agreement, “Excess Proceeds”), and if, at such time, any Entitled Person (as defined in the Note
Purchase Agreement) has not received payment in full of all amounts due to or to become due on or
in respect of Other Financial Obligations (as defined in the Note Purchase Agreement), then such
Excess Proceeds shall first be applied to pay or provide for the payment in full of such Other
Financial Obligations before any payment or distribution may be made in respect of the Notes.



     This Note is also issued subject to the provisions of the Note Purchase Agreement regarding
payments to Entitled Persons in respect of Other Financial Obligations. Each holder of this Note,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Company or any trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination of this Note and payment of Excess Proceeds as provided
in the Note Purchase Agreement and (c) appoints the Company or any trustee his attorney-in-fact for
any and all purposes.



     Each holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Note Purchase Agreement by each holder of
Senior Debt of the Company, whether now outstanding or hereinafter incurred, and waives reliance by
each such holder upon said provisions.



     The Note Purchase Agreement permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights
of the holders of the Note under the Notes Purchase Agreement at any time by the Company with the
consent of the holders of not less than a majority in principal amount of the Notes at the time
outstanding to be affected. The Note Purchase Agreement also contains provisions permitting the
holders of specified percentages in principal amount of the Notes at the time outstanding, on
behalf of the holders of all Notes, to waive compliance by the Company with certain provisions of
the Note Purchase Agreement and certain past defaults under the Note Purchase Agreement and their
consequences. Any such consent or waiver by the holder of this



Exh 1-3





 









 







Note shall be conclusive and binding upon such holder and upon all future holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.




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



     The Company shall have the right as set forth in the Note Purchase Agreement, subject to any
required prior approval from the Board of Governors of the Federal Reserve System, to redeem this
Note at the option of the Company, in whole or in part at any time on or after December 1, 2009 (an
“Optional Redemption”), at the Redemption Price (as defined in the Note Purchase Agreement). Any
redemption pursuant to this paragraph shall be made upon not less than 45 days nor more than 60
days notice. The Redemption Price shall be paid at the time and in the manner provided therefor in
the Note Purchase Agreement. If the Notes are only partially redeemed by the Company pursuant to
an Optional Redemption, the Notes shall be redeemed pro rata or by lot or by any other method
determined by the Company as described in the Note Purchase Agreement.



     In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.



     At least forty-five (45) days but not more than sixty (60) days before the redemption date of
the Notes, the Company shall cause a notice of any such redemption, signed by the Company, to be
mailed, first-class, postage prepaid, to all holders of the Notes, but failure to mail any such
notice to any holder or any defect in any notice so mailed shall not affect the validity of the
proceedings for the redemption of the Notes, nor the validity of the proceedings for the redemption
of the Notes of any other holders.



     As provided in the Note Purchase Agreement and subject to certain limitations therein set
forth, the transfer of this Note is registerable in the Note Register, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company duly executed
by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Notes and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of $5,000,000
and any integral multiple thereof. As provided in the Note Purchase Agreement and subject to
certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes and of like tenor of a different authorized denomination, as requested by the holder
surrendering the same.



Exh 1-4




 









 








     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company and any agent
of the Company may treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Note Registrar, and neither the Company nor any such
agent shall be affected by notice to the contrary.



     No recourse shall be had for the payment of the principal of or the interest on this Note, or
for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Note
Purchase Agreement, against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.



     All terms used in this Note which are defined in the Note Purchase Agreement shall have the
meanings assigned to them in the Note Purchase Agreement.



     This Note shall be governed by and construed in accordance with the laws of the Commonwealth
of Puerto Rico.



Exh 1-5




 









 








     IN WITNESS WHEREOF, SANTANDER BANCORP has caused this instrument to be signed by its duly
authorized officers, and has caused its corporate seal or a facsimile thereof to be affixed herein
or imprinted hereon.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SANTANDER BANCORP
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:



	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:



	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	Title:	 	 






Exh 1-6




 









 








[REVERSE OF SECURITY]




FORM OF CERTIFICATE OF TRANSFER




SANTANDER BANCORP

207 Ponce de León Avenue

San Juan, Puerto Rico 00917



     [ATTN]



     Re: 6.30% Subordinated Notes due June 2032


Reference is hereby made to the Note Purchase Agreement relating to the Notes dated as of October
6, 2004 (the “Note Purchase Agreement”). Capitalized terms used but not defined herein shall have
the respective meanings given to them in the Note Purchase Agreement.



In connection with the transfer of the Notes, the transferor does hereby certify that $___
aggregate principal amount of Notes are being transferred (i) in accordance with the applicable
securities laws of the relevant state or jurisdiction of the United States or other jurisdiction
and (ii) in accordance with their terms:




CHECK ONE BOX BELOW, AS APPLICABLE:




	 	 	 
	(1)o

	 	to a transferee that the Transferor reasonably believes is a qualified institutional buyer,
within the meaning of Rule 144A under the Securities Act, purchasing for its own account or
for the account of a qualified institutional buyer in a transaction meeting the requirements
of Rule 144A;
	 
	 	 
	(2)o

	 	pursuant to an exemption from registration under the Securities Act provided by Rule 144
thereunder (if available);
	 
	 	 
	(3)o

	 	in accordance with another exemption from the registration requirements of the Securities
Act;
	 
	 	 
	(4)o

	 	to the Company or a subsidiary thereof; or
	 
	 	 
	(5)o

	 	pursuant to a registration statement that has been declared effective under the Securities
Act.






     Unless one of the boxes above is checked, the Company will refuse to register any of the Notes
evidenced by this Note in the name of any person other than the registered holder thereof;
provided, however, that if box (2) or (3) is checked, the Company shall be entitled to require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other



Exh 1-7




 









 







information as the Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.




	 	 	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	

	 	By:



	

	 	Name:	 	 
	

	 	Title:	 	 






Dated:




Exh 1-8




 









 








_______________




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	TEN COM

	 	 	—
	 	 	as tenants in common
	 	 	UNIF GIFT MIN ACT —                     
	 	 	Custodian                     	 	 	 
	 	TEN ENT

	 	 	—
	 	 	as tenants by the entireties
	 	 	(Cust)
	 	 	(Minor)	 	 	 
	 	JT TEN	 	 	—	 	 	as joint tenants with
right of survivorship and not as
tenants in common	 	 	Under Uniform Gifts to Minors Act	 
	 	 	 	 	 	 	 	 	 	 	(State)
	 
	 





     Additional abbreviations may also be used though not in the above list.



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



Please Insert Social Security or




Other Identifying Number of Assignee




	 	 	 
	 

	 	 
	 
	 	 
	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE






	 	 	 
	 
	 

	 	 
	 
	 	 
	 
	 
	 

	 	 





the within Note of SANTANDER BANCORP and does hereby irrevocably constitute and appoint
                                                                                                                                              attorney to transfer the
said Note on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





Exh 1-9




 









 







NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatsoever.




Exh 1-10






 









 








EXHIBIT 2




Form of Opinion of Pietrantoni Mendez & Alvarez LLP





	1.  	The Note Purchase Agreement has been duly authorized, executed and delivered by the Company
and (assuming due authorization, execution and delivery thereof by Conservation Trust)
constitutes a valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of bank holding
companies in particular or by general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law).






	2.  	The Notes have been duly authorized by the Company for offer, sale, issuance and delivery
pursuant to the Note Purchase Agreement and, when issued and delivered in the manner provided
for in the Note Purchase Agreement and delivered against payment of the consideration therefor
provided for in the Note Purchase Agreement, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
the rights of creditors of bank holding companies in particular or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in equity or at
law).






	3.  	No filing with, or approval, authorization, consent, license, registration, qualification,
order or decree of, any court or governmental authority or agency, domestic or foreign, is
necessary or required for the due authorization, execution and delivery by the Company of the
Note Purchase Agreement and the Notes or for the performance by the Company of the
transactions contemplated in the Note Purchase Agreement, except such as have been previously
made, obtained or rendered, as applicable.





Exh 2-1