EX-10.1 Bridge Facility Agreement



 




EXHIBIT 10.1






EXECUTION VERSION



 


 


 



Bridge Facility Agreement




Dated     21     December 2006




Santander BanCorp (“Santander”)

Santander Financial Services, Inc. (“Santander FS”)

(each a “Borrower” and together the “Borrowers”)

National Australia Bank Limited, acting through its offshore banking unit (ABN 12 004 044 937) (“Bank”)




 


 


 



Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com




 









 





Bridge Facility Agreement

Contents




	 	 	 	 	 	 	 
	Details
	 	 	1	 
	 
	 	 	 	 	 	 
	General terms
	 	 	3	 
	 

	 	          1     Interpretation
	 	 	3	 
	1.1

	 	Definitions
	 	 	3	 
	1.2

	 	References to certain general terms
	 	 	7	 
	1.3

	 	Number
	 	 	8	 
	1.4

	 	Headings
	 	 	8	 
	 

	 	          2     The Facility and Facility Limits
	 	 	8	 
	2.1

	 	Bank to fund
	 	 	8	 
	2.2

	 	Maximum accommodation — Limits
	 	 	8	 
	2.3

	 	Liability of the Borrowers
	 	 	9	 
	2.4

	 	Purpose
	 	 	9	 
	2.5

	 	Facility Fee
	 	 	9	 
	 

	 	          3     Using the Facility
	 	 	10	 
	3.1

	 	Drawing down
	 	 	10	 
	3.2

	 	Requesting a drawdown
	 	 	10	 
	3.3

	 	Effect of a Drawdown Notice
	 	 	10	 
	3.4

	 	Conditions to drawdown
	 	 	10	 
	3.5

	 	Conditions to all drawdowns
	 	 	10	 
	3.6

	 	Benefit of conditions
	 	 	11	 
	 

	 	          4     Interest
	 	 	11	 
	4.1

	 	Interest charges
	 	 	11	 
	4.2

	 	When Interest Periods begin and end
	 	 	11	 
	 

	 	          5     Repaying and prepaying
	 	 	11	 
	5.1

	 	Repayment
	 	 	11	 
	5.2

	 	Prepayment
	 	 	11	 
	5.3

	 	Prepayments not available for redrawing
	 	 	12	 
	 

	 	          6     Payments
	 	 	12	 
	6.1

	 	Manner of payment
	 	 	12	 
	6.2

	 	Currency of payment
	 	 	12	 
	6.3

	 	No Withholding
	 	 	13	 
	 

	 	          7     Cancellation
	 	 	13	 
	 

	 	          8     Increased costs
	 	 	13	 
	8.1

	 	Compensation
	 	 	13	 
	8.2

	 	Possible minimisation
	 	 	14	 
	 

	 	          9     Illegality or impossibility
	 	 	14	 
	9.1

	 	Bank’s right to suspend or cancel
	 	 	14	 
	9.2

	 	Extent and duration
	 	 	14	 
	9.3

	 	Notice requiring prepayment
	 	 	15	 
	 

	 	          10     Representations and warranties
	 	 	15	 
	10.1

	 	Representations and warranties
	 	 	15	 
	10.2

	 	Repetition of representations and warranties
	 	 	16	 
	10.3

	 	Reliance
	 	 	16	 
	 

	 	          11     Undertakings
	 	 	16	 
	11.1

	 	General undertakings
	 	 	16	 
	 

	 	          12     Default
	 	 	17	 
	12.1

	 	Events of Default
	 	 	17	 
	12.2

	 	Consequences of default
	 	 	19	 





	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

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	12.3

	 	Investigation of default
	 	 	19	 
	 

	 	          13     Costs and indemnities
	 	 	19	 
	13.1

	 	What the Borrowers agree to pay
	 	 	19	 
	13.2

	 	Indemnity
	 	 	19	 
	13.3

	 	Currency conversion on judgment debt
	 	 	20	 
	 

	 	          14     Interest on overdue amounts
	 	 	20	 
	14.1

	 	Obligation to pay
	 	 	20	 
	14.2

	 	Compounding
	 	 	20	 
	14.3

	 	Interest following judgment
	 	 	21	 
	 

	 	          15     Application of payments
	 	 	21	 
	 

	 	          16     Dealing with interests
	 	 	21	 
	16.1

	 	No dealing by Borrowers
	 	 	21	 
	16.2

	 	Dealings by Bank
	 	 	21	 
	 

	 	          17     Notices and other communications
	 	 	21	 
	17.1

	 	Form — all communications
	 	 	21	 
	17.2

	 	Form — communications sent by email
	 	 	22	 
	17.3

	 	Delivery
	 	 	22	 
	17.4

	 	When effective
	 	 	22	 
	17.5

	 	When taken to be received
	 	 	22	 
	17.6

	 	Receipt outside business hours
	 	 	23	 
	17.7

	 	Waiver of notice period
	 	 	23	 
	 

	 	          18     General
	 	 	23	 
	18.1

	 	Application to Transaction Documents
	 	 	23	 
	18.2

	 	Prompt performance
	 	 	23	 
	18.3

	 	Consents
	 	 	23	 
	18.4

	 	Certificates
	 	 	23	 
	18.5

	 	Set-off
	 	 	23	 
	18.6

	 	Discretion in exercising rights
	 	 	24	 
	18.7

	 	Partial exercising of rights
	 	 	24	 
	18.8

	 	No liability for loss
	 	 	24	 
	18.9

	 	Conflict of interest
	 	 	24	 
	18.10

	 	Remedies cumulative
	 	 	24	 
	18.11

	 	Indemnities
	 	 	24	 
	18.12

	 	Rights and obligations are unaffected
	 	 	24	 
	18.13

	 	Inconsistent law
	 	 	24	 
	18.14

	 	Supervening legislation
	 	 	24	 
	18.15

	 	Time of the essence
	 	 	25	 
	18.16

	 	Variation and waiver
	 	 	25	 
	18.17

	 	Confidentiality
	 	 	25	 
	18.18

	 	Further steps
	 	 	25	 
	18.19

	 	Counterparts
	 	 	26	 
	18.20

	 	Contracts (Rights of Third Parties) Act 1999 (UK)
	 	 	26	 
	18.21

	 	Governing law
	 	 	26	 
	18.22

	 	Serving documents
	 	 	26	 
	 

	Schedule 1 — Conditions precedent (clause 3.4)
	 	 	27	 
	 
	 	 	 	 	 	 
	Schedule 2 — Drawdown Notice (clause 3)
	 	 	28	 
	 
	 	 	 	 	 	 
	Signing page
	 	 	29	 






	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

	 	 	Bridge Facility Agreement
	 	ii
	8708728_9

	 	 	20 December 2006	 	 






 









 






Bridge Facility Agreement




Details




	 	 	 	 	 
	Parties
	 	 	 	 
	 

	 
	Parties

	 	 	 	Santander BanCorp, Santander FS and Bank
	 
	Santander BanCorp

	 	Name
	 	Santander BanCorp
	 
	 	 	 	 
	 

	 	Co. No.
	 	IRS TAX ID: 66-0573723
	 
	 	 	 	 
	 

	 	Incorporated
	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 

	 	Address
	 	207 Ponce de Leon Avenue

4th Floor

San Juan, PR 00918
	 
	 	 	 	 
	 

	 	Fax
	 	+1-787-777-4191
	 
	 	 	 	 
	 

	 	Telephone
	 	+1- 787-777-4486
	 
	 	 	 	 
	 

	 	Email
	 	jperez1@bspr.com
	 
	 	 	 	 
	 

	 	Attention
	 	Juan Pablo Pérez
	 
	Santander FS

	 	Name
	 	Santander Financial Services, Inc.
	 
	 	 	 	 
	 

	 	Co. No.
	 	IRS TAX ID: 66-0422347
	 
	 	 	 	 
	 

	 	Incorporated
	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 

	 	Address
	 	207 Ponce de Leon Avenue

4th Floor

San Juan, PR 00918
	 
	 	 	 	 
	 

	 	Fax
	 	+1-787-777-4191
	 
	 	 	 	 
	 

	 	Telephone
	 	+1-787-777-4486
	 
	 	 	 	 
	 

	 	Email
	 	jperez1@bspr.com
	 
	 	 	 	 
	 

	 	Attention
	 	Juan Pablo Pérez
	 
	Bank

	 	Name
	 	National Australia Bank Limited,

acting through its offshore banking unit
	 
	 	 	 	 
	 

	 	ABN
	 	12 004 044 937
	 
	 	 	 	 
	 

	 	Incorporated in
	 	The Commonwealth of Australia






	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

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	 	Address
	 	Offshore Banking Unit

Level 33

500 Bourke Street

Melbourne VIC 3000

Australia
	 
	 	 	 	 
	 

	 	Fax
	 	+61 3 8641 0560
	 
	 	 	 	 
	 

	 	Telephone
	 	+61 3 8641 4853
	 
	 	 	 	 
	 

	 	Email
	 	obu@nab.com.au
	 
	 	 	 	 
	Date of agreement

	 	See Signing page	 	 
	 
	 	 	 	 
	Summary of facility
	 	 	 	 
	 
	Facility

	 	Facility Limit
	 	US$800 million
	 
	 	 	 	 
	 

	 	Santander BanCorp Facility Limit
	 	US$275,000,000
	 
	 	 	 	 
	 

	 	Santander FS Facility Limit
	 	US$525,000,000
	 
	 	 	 	 
	 

	 	Availability Period
	 	The period from the date of this agreement to 31 December
2006
	 
	 	 	 	 
	 

	 	Maturity Date
	 	21 September 2007
	 
	 	 	 	 
	 

	 	Margin
	 	0.10% per annum
	 
	 	 	 	 
	 

	 	Facility Fee
	 	0.02% of the Facility Limit
	 
	 	 	 	 
	 

	 	Purpose
	 	To refinance borrowings from Lloyds TSB Bank which were
used to acquire the Puerto Rico Island Finance business from
Wells Fargo Financial in February
2006, and for general corporate purposes.






	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

	 	 	Bridge Facility Agreement
	 	2
	8708728_9

	 	 	20 December 2006	 	 





 









 






Bridge Facility Agreement




General terms




 





	1	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	These meanings apply unless the contrary intention appears:
	 
	 	 	Amount Owing means the total of all amounts which are then due for payment, or which will
or may become due for payment, in connection with any Transaction Document (including
transactions in connection with them) to the Bank.
	 
	 	 	Authorised Officer means:






	 	(a)	 	in the case of the Bank, a director or secretary, or an officer whose title
contains the word “director”, “associate”, “head”, “executive” or “manager” or a
person performing the functions of any of them, or any other person nominated by the
Bank as an Authorised Officer for the purposes of the Transaction Documents; and
	 
	 	(b)	 	in the case of a Borrower, a director or secretary or any other person
appointed by the Borrower to act as an Authorised Officer under the Transaction
Documents to which it is a party.






	     	 	Availability Period means the period from the date of this agreement to 31 December 2006.
	 
	 	 	Bank means the person so described in the Details.
	 
	 	 	Borrower means Santander BanCorp or Santander FS, as the context requires.
	 
	 	 	Borrowers means Santander BanCorp and Santander FS.
	 
	 	 	Business Day means a day on which banks are open for general banking business in
Melbourne, Australia, Madrid, Spain and New York, New York (not being a Saturday, Sunday
or public holiday in any such place).
	 
	 	 	Banco Santander means Banco Santander Central Hispano SA.
	 
	 	 	BSCH Guarantee means the letter of guarantee dated on or about the date of this Bridge
Facility Agreement, given by Banco Santander in favour of the Bank.
	 
	 	 	Control of a corporation includes the direct or indirect power to directly or indirectly:






	 	(a)	 	direct the management or policies of the corporation; or







	 	 	 	 	 	 
	 	 	 	 
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	 	(b)	 	control the membership of the board of directors,
	 
	 	(c)	 	whether or not the power has statutory, legal or equitable force or is
based on statutory, legal or equitable rights and whether or not it arises by means
of trusts, agreements, arrangements, understandings, practices, the ownership of any
interest in shares or stock of the corporation or otherwise.






	     	 	Costs includes costs, charges and expenses, including those incurred in connection with
advisors.
	 
	 	 	Default Rate means the Interest Rate plus 2% per annum. For the purpose of this
definition, the Interest Rate is calculated as if the overdue amount is a Drawing with
Interest Periods of 30 days (or another period chosen from time to time by the Bank) with
the first Interest Period starting on and including the due date.
	 
	 	 	Details means the section of this agreement headed “Details”.
	 
	 	 	Directive means:






	 	(a)	 	a law; or
	 
	 	(b)	 	a treaty, an official directive, request, guideline or policy (whether or
not having the force of law) with which responsible financiers generally comply in
carrying on their business.






	     	 	Drawdown Date means the date on which a drawdown is or is to be made.
	 
	 	 	Drawdown Notice means a completed notice containing the information and representations
and warranties set out in Schedule 2.
	 
	 	 	Drawing means the outstanding principal amount of a drawdown made under the Facility.
	 
	 	 	Event of Default means an event so described in clause 12 (“Default”).
	 
	 	 	Facility means the Santander BanCorp Facility or the Santander FS Facility or both, as the
context requires.
	 
	 	 	Facility Limit means the sum of the Santander BanCorp Facility Limit and the Santander FS
Facility Limit, as each may be reduced or cancelled under this agreement.
	 
	 	 	Financial Report means a financial report consisting of:






	 	(a)	 	financial statements; and
	 
	 	(b)	 	any notes to those financial statements; and
	 
	 	(c)	 	any directors’ declaration about the financial statements and notes,






	     	 	together with any reports (including any directors’ reports) attached to any of those
documents or intended to be read with any of them.






	 	 	 	 	 	 
	 	 	 	 
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	     	 	A person is Insolvent if:






	 	(a)	 	it is (or states that it is) an insolvent under administration or insolvent
(within the meaning of any relevant law); or
	 
	 	(b)	 	it is in liquidation, in provisional liquidation, under administration or
wound up or has had a controller appointed to its property; or
	 
	 	(c)	 	it is subject to any arrangement, assignment, moratorium or composition,
protected from creditors under any statute or dissolved (in each case, other than to
carry out a reconstruction or amalgamation while solvent on terms approved by NAB);
or
	 
	 	(d)	 	an application or order has been made (and, in the case of an application,
it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal
put forward, or any other action taken, in each case in connection with that person,
which is preparatory to or could result in any of (a), (b) or (c) above; or
	 
	 	(e)	 	it is otherwise unable to pay its debts when they fall due; or
	 
	 	(f)	 	something having a substantially similar effect to (a) to (e) happens in
connection with that person under the law of any jurisdiction.






	     	 	Interest Payment Date means the last day of an Interest Period.
	 
	 	 	Interest Period means, subject to clause 4.2, a period of three (3) months.
	 
	 	 	Interest Rate means LIBOR plus the Margin.
	 
	 	 	LIBOR means, for any date (“Relevant Date”) and period (“Relevant Period”) and amount
(“Relevant Amount”), the rate for deposits in US dollars for the Relevant Period (or
nearest period) which appears on the Reuters Page LIBOR01 as of 11:00am, London time, on
the day that is two London banking days preceding the Relevant Date. If such rates does
not appear on the Reuters Page LIBOR01, the rate for the Relevant Date will be determined
on the basis of the rates at which deposits in US dollars are offered by the Reference
Banks at approximately 11:00am., London time, on the day that is two London banking days
preceding the Relevant Date to prime banks in the London interbank market for the Relevant
Period commencing on the Relevant Date and in the Relevant Amount. The Bank will request
the principal London office of each of the Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for the Relevant Date will
be the arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for the Relevant Date will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the parties, at approximately 11:00am., New
York City time, on the Relevant Date for loans in US dollars to leading European banks for
the Relevant Period commencing on the Relevant Date and in the Relevant Amount.






	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

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	     	 	Limit means:






	 	(a)	 	the Facility Limit;
	 
	 	(b)	 	the Santander BanCorp Facility Limit; and
	 
	 	(c)	 	Santander FS Facility Limit,






	     	 	or any of them, as the context requires.
	 
	 	 	Material Adverse Effect means a material adverse effect on:






	 	(a)	 	the applicable Borrower’s ability to comply with its obligations under any
Transaction Document; or
	 
	 	(b)	 	the Bank’s rights under a Transaction Document; or
	 
	 	(c)	 	the business or financial condition of the applicable Borrower.






	     	 	Margin means a margin of 0.10% per annum.
	 
	 	 	Maturity Date means 21 September 2007.
	 
	 	 	Moody’s means Moody’s Investors Service, Inc. and any successor or successors.
	 
	 	 	Potential Event of Default means an event which, with the giving of notice, lapse of time
or fulfilment of any condition, would be likely to become an Event of Default.
	 
	 	 	Reference Banks means four major banks in the London interbank market selected by the
Bank.
	 
	 	 	S&P means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies,
Inc., and any successor or successors.
	 
	 	 	Santander BanCorp Facility means the facility made available to Santander BanCorp under
this agreement.
	 
	 	 	Santander BanCorp Facility Limit means US$275,000,000.
	 
	 	 	Santander FS Facility means the facility made available to Santander FS under this
agreement.
	 
	 	 	Santander FS Facility Limit means US$525,000,000.
	 
	 	 	Santander Group means the corporate group comprising Banco Santander and its consolidated
Subsidiaries.
	 
	 	 	Subsidiary of an entity means another entity which:






	 	(a)	 	is a subsidiary of the first entity within the meaning of any applicable
legislation, if the context requires it; or





	 	 	 	 	 	 
	 	 	 	 
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	 	(b)	 	is part of the consolidated entity constituted by the first entity and the
entities it is required to include in the consolidated financial statements it
prepares, or would be if the first entity was required to prepare consolidated
financial statements.






	     	 	Taxes means taxes, levies, imposts, deductions, charges, withholdings and duties
(including any withholding tax, stamp duties and transaction duties) imposed by any
authority together with any related interest, penalties, fines and expenses in connection
with them, except if imposed on, or calculated having regard to, the net income of the
Bank or any tax imposed on the Bank as a result of conducting business operations in
Puerto Rico.
	 
	 	 	Transaction Documents means:






	 	(a)	 	this agreement;
	 
	 	(b)	 	any Drawdown Notice;
	 
	 	(c)	 	the BSCH Guarantee;
	 
	 	(d)	 	any document which a Borrower or Banco Santander acknowledges in writing to
be a Transaction Document; and
	 
	 	(e)	 	any other document connected with any of them.






	1.2	 	References to certain general terms
	 
	 	 	Unless the contrary intention appears, in this agreement:






	 	(a)	 	a reference to a group of persons is a reference to any two or more of them
jointly and to each of them individually;
	 
	 	(b)	 	an agreement, representation or warranty in favour of two or more persons
is for the benefit of them jointly and each of them individually;
	 
	 	(c)	 	an agreement, representation or warranty by two or more persons binds them
jointly and each of them individually but an agreement, representation or warranty by
the Bank binds the Bank individually only;
	 
	 	(d)	 	a reference to any thing (including an amount) is a reference to the whole
and each part of it;
	 
	 	(e)	 	a reference to a document (including this agreement) includes any variation
or replacement of it;
	 
	 	(f)	 	the word “law” includes common law, principles of equity, and laws made by
parliament (and laws made by parliament include State, Territory and Commonwealth
laws and regulations and other instruments under them, and consolidations,
amendments, re-enactments or replacements of any of them);
	 
	 	(g)	 	a reference to United States dollars, dollars, $ or US$ is a reference to
the lawful currency of the United States of America;





	 	 	 	 	 	 
	 	 	 	 
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	 	(h)	 	a reference to a time of day is a reference to Melbourne time;
	 
	 	(i)	 	the word “person” includes an individual, a firm, a body corporate, an
unincorporated association and an authority;
	 
	 	(j)	 	a reference to a particular person includes the person’s executors,
administrators, successors, substitutes (including persons taking by novation) and
assigns;
	 
	 	(k)	 	the words “including”, “for example” or “such as” when introducing an
example, do not limit the meaning of the words to which the example relates to that
example or examples of a similar kind;
	 
	 	(l)	 	an Event of Default or Potential Event of Default is “continuing” if it has
not been waived by, or remedied to the satisfaction of, the Bank.






	1.3	 	Number
	 
	 	 	The singular includes the plural and vice versa.
	 
	1.4	 	Headings
	 
	 	 	Headings (including those in brackets at the beginning of paragraphs) and the
Summary in the Details are for convenience only and do not affect the interpretation of
this agreement.






 








	2	 	The Facility and Facility Limits
	 
	2.1	 	Bank to fund
	 
	 	 	The Bank agrees to provide the financial accommodation requested by the Borrowers
under this agreement.
	 
	2.2	 	Maximum accommodation — Limits






	 	(a)	 	Subject to paragraphs (b) and (c), the maximum total amount of financial
accommodation available to the Borrowers under this agreement is the Facility Limit.
	 
	 	(b)	 	Within the Facility Limit:






	 	(i)	 	the maximum total amount of financial accommodation
available to Santander BanCorp is the Santander BanCorp Facility Limit; and
	 
	 	(ii)	 	the maximum total amount of financial accommodation
available to Santander FS is the Santander FS Facility Limit.






	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

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	 	(c)	 	To avoid doubt:






	 	(i)	 	no part of the Santander BanCorp Facility Limit is
available to be borrowed by Santander FS; and
	 
	 	(ii)	 	no part of the Santander FS Facility Limit is available
to be borrowed by Santander BanCorp.






	2.3	 	Liability of the Borrowers
	 
	 	 	The Borrowers’ obligations to pay principal and interest in connection with the
Facilities is several and not joint. Therefore:






	 	(a)	 	a Drawing by Santander BanCorp under the Santander BanCorp Facility, all
amounts of interest (including default interest) in connection with that Drawing, and
amounts payable under clause 6.3 in connection with any payment by Santander BanCorp,
are repayable or payable (as the case may be) by Santander BanCorp and not by
Santander FS; and
	 
	 	(b)	 	a Drawing by Santander FS under the Santander FS Facility, all amounts of
interest (including default interest) in connection with that Drawing, and amounts
payable under clause 6.3 in connection with any payment by Santander FS, are
repayable or payable (as the case may be) by Santander FS and not by Santander
BanCorp.






	     	 	Subject only to clause 2.5, the Borrowers are jointly and severally liable to pay all
other amounts payable under the Transaction Documents (including amounts payable under
indemnities to the extent they do not comprise amounts in the nature of those described in
paragraphs (a) or (b) or Facility Fee under clause 2.5).
	 
	2.4	 	Purpose
	 
	 	 	Drawings under the Facilities may only be used to refinance borrowings from Lloyds
TSB Bank which were used to acquire the Puerto Rico Island Finance business from Wells
Fargo Financial in February 2006, and for general corporate purposes, and for no other
purpose.
	 
	2.5	 	Facility Fee
	 
	 	 	The Borrowers severally and not jointly agree to pay to the Bank, within 3 Business
Days after the date of this agreement (and regardless of whether a Facility is utilised),
a non-refundable Facility Fee:






	 	(a)	 	in the case of Santander BanCorp, calculated as 0.02% of the Santander
BanCorp Facility Limit; and
	 
	 	(b)	 	in the case of Santander FS, calculated as 0.02% of the Santander FS
Facility Limit.





	 	 	 	 	 	 
	 	 	 	 
	© Mallesons Stephen Jaques

	 	 	Bridge Facility Agreement
	 	9
	8708728_9

	 	 	20 December 2006	 	 




 









 












 








	3	 	Using the Facility
	 
	3.1	 	Drawing down
	 
	 	 	The Borrowers need not use the Facility. However, if a Borrower wants
to use a Facility, a Borrower may do so by a single drawdown. The undrawn part of a
Facility is automatically cancelled after the Drawing is made.
	 
	3.2	 	Requesting a drawdown
	 
	 	 	If a Borrower wants a drawdown, it agrees to give a Drawdown Notice to the Bank by
11.00 am (Melbourne time) on the second Business Day before the day it wants the drawdown.
Each Borrower must provide its own Drawdown Notice.
	 
	3.3	 	Effect of a Drawdown Notice
	 
	 	 	A Drawdown Notice is effective when the Bank actually receives it in legible form.
An effective Drawdown Notice is irrevocable.
	 
	3.4	 	Conditions to drawdown
	 
	 	 	Neither Borrower may request a drawdown until the Bank has received every item
listed in Schedule 1 (“Conditions precedent”) in form and substance satisfactory to the
Bank. Any item required to be certified must be certified by a secretary or a director of
the applicable Borrower as being true and complete as at a date no earlier than the date
of this agreement. The Bank agrees to notify the applicable Borrower as soon as
practicable after the Bank receives the final item.
	 
	3.5	 	Conditions to all drawdowns
	 
	 	 	The Bank need not provide any financial accommodation unless:






	 	(a)	 	it is to be provided during the Availability Period; and
	 
	 	(b)	 	it is satisfied that the financial accommodation is to be used solely for
the purpose described in clause 2.4; and
	 
	 	(c)	 	the Bank is satisfied that after providing the accommodation no Limit would
be exceeded; and
	 
	 	(d)	 	the Bank has received a Drawdown Notice in respect of it; and
	 
	 	(e)	 	the Bank is satisfied that the representations and warranties in clause 10
(“Representations and warranties”) and in the Drawdown Notice, and the statements in
the Drawdown Notice, are correct and not misleading at the date of the Drawdown
Notice and at the date the accommodation is provided; and
	 
	 	(f)	 	the Bank is satisfied that no Event of Default or Potential Event of
Default is continuing, or would result from the accommodation being provided;
and





	 	 	 	 	 	 
	 	 	 	 
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	 	(g)	 	the Bank has received all other documents and other information it
reasonably requests.






	3.6	 	Benefit of conditions
	 
	 	 	Each condition to drawdown is for the sole benefit of the Bank and may be waived by
it.






 








	4	 	Interest
	 
	4.1	 	Interest charges
	 
	 	 	Each Borrower agrees to pay interest on the Drawing for each of its Interest
Periods at the applicable Interest Rate. Interest:






	 	(a)	 	accrues daily from and including the first day of an Interest Period to but
excluding the last day of the Interest Period; and
	 
	 	(b)	 	is payable on each Interest Payment Date; and
	 
	 	(c)	 	is calculated on actual days elapsed and a year of 360 days.






	4.2	 	When Interest Periods begin and end






	 	(a)	 	The first Interest Period for a Drawing begins on the Drawdown Date.
	 
	 	(b)	 	Each subsequent Interest Period begins on the day when the preceding
Interest Period for the Drawing ends.
	 
	 	(c)	 	An Interest Period which would otherwise end on a day which is not a
Business Day ends on the previous Business Day.
	 
	 	(d)	 	However, an Interest Period which would otherwise end after the Maturity
Date ends on the Maturity Date.






 








	5	 	Repaying and prepaying
	 
	5.1	 	Repayment
	 
	 	 	Each Borrower agrees to repay the Drawing in full on the Maturity Date.
	 
	5.2	 	Prepayment
	 
	 	 	A Borrower may prepay the Drawing in full (but not in part) by notifying the
proposed prepayment to the Bank by 11.00 am (Melbourne time) on the third Business Day
before the prepayment (once given, a notice of prepayment is irrevocable and the Borrower
is obliged to prepay in accordance with the notice).
	 
	 	 	If the prepayment is made on the last day of the Interest Period for the Drawing, no break
costs or other fees or charges are payable. However, if a Borrower prepays on a day other
than the last day of the Interest Period for the Drawing, it may be liable for break costs
 — see clause 13.2 (“Indemnity”).





	 	 	 	 	 	 
	 	 	 	 
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	5.3	 	Prepayments not available for redrawing
	 
	 	 	Amounts prepaid may not be redrawn.






 




	 
	6	 	Payments
	 
	6.1	 	Manner of payment
	 
	 	 	Unless a provision of a Transaction Document expressly states otherwise, each
Borrower agrees to make payments (including payments by way of reimbursement) under each
Transaction Document:






	 	(a)	 	on the due date (or, if that is not a Business Day, on the previous
Business Day); and
	 
	 	(b)	 	not later than 11.00 am, New York time; and
	 
	 	(c)	 	in United States dollars in immediately available funds; and
	 
	 	(d)	 	to the Bank by payment into the following account, or as the Bank otherwise
directs:





	 	 	 	 	 	 	 	 
	 	Bank:

	 	 	Citibank NA, New York
	 
	 	Swift:

	 	 	CITIUS33
	 
	 	ABA:

	 	 	21000089	 
	 	For account of:

	 	 	National Australia Bank Ltd

(Offshore Banking Unit)
	 
	 	Account No.:

	 	 	36244285	 
	 	Reference:

	 	 	OBU/Santander
	 
	 






	     	 	If the Bank directs a Borrower to pay a particular party or in a particular manner, a
Borrower is taken to have satisfied its obligation to the Bank by paying in accordance
with the direction.
	 
	 	 	A Borrower satisfies a payment obligation only when the Bank or the person to whom it has
directed payment receives the amount.
	 
	6.2	 	Currency of payment
	 
	 	 	Each Borrower waives any right it has in any jurisdiction to pay an amount other
than in the currency in which it is due in accordance with clause 6.1. However, if the
Bank receives an amount in a currency other than that in which it is due:






	 	(a)	 	it may convert the amount received into the due currency (even though it
may be necessary to convert through a third currency to do so) on the day and at such
rates (including spot rate, same day value





	 	 	 	 	 	 
	 	 	 	 
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	 	 	 	rate or value tomorrow rate) as it reasonably considers appropriate. It may
deduct its usual Costs in connection with the conversion; and
	 
	 	(b)	 	a Borrower satisfies its obligation to pay in the due currency only to the
extent of the amount of the due currency obtained from the conversion after deducting
the Costs of the conversion.






	6.3	 	No Withholding
	 
	 	 	All payments to be made by a Borrower must be made without set-off or
counter-claim, and be free and clear of any withholding or deduction for Taxes unless
prohibited by law. If any deduction is required by law, the relevant Borrower will make
the deduction, pay any Taxes, and pay to the Bank further amount(s) sufficient to ensure
that the Bank receives the same net amount as it would have received if no deduction had
been made.






 








	7   	 	Cancellation
	 
	 	 	Before a Drawing is made, a Borrower may cancel an undrawn Facility in whole or in
part by notifying the Bank on or before the third Business Day before the cancellation is
to take effect. A partial cancellation must be at least US$1,000,000 and a whole multiple
of US$1,000,000. Once given, the notice is irrevocable. The relevant Limits reduce by the
amount of any cancellation.






 








	8	 	Increased costs
	 
	8.1	 	Compensation
	 
	 	 	Each Borrower agrees to compensate the Bank on demand if the Bank determines that:






	 	(a)	 	a Directive or change in Directive, in either case applying for the first
time after the date of this agreement; or
	 
	 	(b)	 	a change in a Directive’s interpretation or administration by an authority
after the date of this agreement; or
	 
	 	(c)	 	compliance by the Bank or any of its Related Entities with any such
Directive, changed Directive or changed interpretation or administration






	     	 	directly or indirectly:






	 	(i)	 	increases the cost of the Facility to the Bank or any of
its Related Entities; or
	 
	 	(ii)	 	reduces any amount received or receivable by the Bank, or
the effective return to, the Bank or any of its Related Entities, in
connection with the Facility; or
	 
	 	(iii)	 	reduces the return on capital allocated to the
Facility,.





	 	 	 	 	 	 
	 	 	 	 
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	 	 	In this clause 8.1, a reference to a Directive does not include a Directive imposing or
changing the basis of a tax on the overall net income of the Bank or any tax imposed on
the Bank as a result of conducting business operations in Puerto Rico.
	 
	 	 	The Bank shall notify the Borrowers of any event occurring after the date of this
agreement entitling the Bank to compensation under this clause 8.1 as promptly as
practicable, but in any event within 30 days after the Bank obtains actual knowledge
thereof, provided that if the Bank fails to give such notice to the Borrowers within 30
days after it obtains actual knowledge of such event, the Bank shall only be entitled to
payment under clause 8.1 for costs or other amounts incurred or payable from and after the
date that is 30 days prior to the date of actual notice to the Borrowers.
	 
	 	 	Compensation need not be in the form of a lump sum and may be demanded as a series of
payments.
	 
	8.2	 	Possible minimisation
	 
	 	 	Each Borrower agrees to compensate the Bank whether or not the increase or
reduction could have been avoided. However, if a Borrower asks, the Bank agrees to
consider ways of minimising any increase or reduction.






 








	9	 	Illegality or impossibility
	 
	9.1	 	Bank’s right to suspend or cancel
	 
	 	 	This clause 9 applies if the Bank determines that:






	 	(a)	 	a change in a Directive; or
	 
	 	(b)	 	a change in the interpretation or administration of a Directive by an
authority; or
	 
	 	(c)	 	a Directive,






	 	 	applying for the first time after the date of this agreement, makes it (or will make it)
illegal or impossible in practice for the Bank to fund, provide, or continue to fund or
provide, financial accommodation under the Transaction Documents. In these circumstances,
the Bank, by giving a notice to the Borrowers, may suspend or cancel some or all of the
Bank’s obligations under this agreement as indicated in the notice.
	 
	9.2	 	Extent and duration
	 
	 	 	The suspension or cancellation:






	 	(a)	 	must apply only to the extent necessary to avoid the illegality or
impossibility; and
	 
	 	(b)	 	in the case of suspension, may continue only for so long as the illegality
or impossibility continues.





	 	 	 	 	 	 
	 	 	 	 
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	9.3 	 	Notice requiring prepayment
	 
	 	 	If the illegality or impossibility relates to the Drawing, the Bank, by giving a
notice to the Borrowers, may require prepayment of all or part of the Drawing and interest
accrued on that part. Each Borrower agrees to repay the amount specified within 30
Business Days after receiving the notice (or, if earlier, on the date the illegality or
impossibility arises).






 








	10	 	Representations and warranties
	 
	10.1	 	Representations and warranties
	 
	 	 	Each Borrower represents and warrants in respect of itself that:






	 	(a)	 	(incorporation and existence) it has been incorporated in accordance with
the laws of its place of incorporation, is validly existing under those laws and has
power and authority to carry on its business as it is now being conducted; and
	 
	 	(b)	 	(power) it has power to enter into the Transaction Documents to which it is
a party and comply with its obligations under them; and
	 
	 	(c)	 	(no contravention or exceeding power) the Transaction Documents and the
transactions under them which involve it do not contravene its constituent documents
(if any) or any law or obligation by which it is bound or to which any of its assets
are subject, where such contravention has or is likely to have a Material Adverse
Effect, or cause a limitation on its powers or the powers of its directors to be
exceeded; and
	 
	 	(d)	 	(authorisations) it has in full force and effect the authorisations
necessary for it to enter into the Transaction Documents to which it is a party, to
comply with its obligations and exercise its rights under them and to allow them to
be enforced; and
	 
	 	(e)	 	(validity of obligations) its obligations under the Transaction Documents
are valid and binding and are enforceable against it in accordance with their terms;
and
	 
	 	(f)	 	(benefit) it benefits by entering into the Transaction Documents to which
it is a party; and
	 
	 	(g)	 	(accounts) its most recent Financial Report given to the Bank complies with
the requirements of any applicable laws and:






	 	(i)	 	complies with any applicable accounting standards; and
	 
	 	(ii)	 	gives a true and fair view of its financial position and
performance or, if it is required to prepare consolidated financial
statements, the financial position and performance of the consolidated
entity constituted by it and the entities it is required to include in the
consolidated financial statements; and





	 	 	 	 	 	 
	 	 	 	 
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	 	(h)	 	(solvency) there are no reasonable grounds to suspect that it is unable to
pay its debts as and when they become due and payable; and
	 
	 	(i)	 	(not a trustee) unless stated in the Details, it does not enter
into any Transaction Document as trustee; and
	 
	 	(j)	 	(litigation) there is no pending or threatened proceeding affecting it or
any of its assets before a court, authority, commission or arbitrator in which a
decision against it (either alone or together with other decisions) is likely to have
a Material Adverse Effect; and
	 
	 	(k)	 	(Event of Default) no Event of Default or Potential Event of Default is
continuing; and
	 
	 	(l)	 	(default under law — Material Adverse Effect) it is not in breach of a law
or obligation affecting it or its assets in a way which has had, or is likely to
have, a Material Adverse Effect; and
	 
	 	(m)	 	(full disclosure) all information provided by it to the Bank (whether
following a request from the Bank or otherwise) and which is used by the Bank in its
assessment of the nature and amount of the risk undertaken by the Bank in entering
into the Transaction Documents, and doing anything in connection with them, is
complete and accurate as of the time such information is provided to the Bank; and
	 
	 	(n)	 	(no immunity) it has no immunity from the jurisdiction of a court or from
legal process; and
	 
	 	(o)	 	(residency) the Borrower is a company resident in Puerto Rico for taxation
purposes and is not resident for taxation purposes in any other jurisdiction; and
	 
	 	(p)	 	(no PE) the Borrower does not enter into the transactions contemplated by
the Transaction Documents in carrying on business at or through a permanent
establishment in Australia.






	10.2	 	Repetition of representations and warranties
	 
	 	 	The representations and warranties in this clause 10 are taken to be also repeated
(by reference to the then current circumstances) on each Drawdown Date and (in the case of
those in clause 10.1(d), (g), (h), (n) and (o)) on each Interest Payment Date.
	 
	10.3	 	Reliance
	 
	 	 	Each Borrower acknowledges that the Bank has entered into the Transaction Documents
in reliance on the representations and warranties in this clause 10.






 








	11	 	Undertakings
	 
	11.1	 	General undertakings
	 
	 	 	Each Borrower undertakes:





	 	 	 	 	 	 
	 	 	 	 
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	 	(a)	 	(accounting records) to keep proper accounting records; and
	 
	 	(b)	 	(conduct of business) to conduct its business (including collecting debts
owed to it) in the ordinary course consistent with its practices as at the date of
this agreement; and
	 
	 	(c)	 	(no cessation of business) not, without the Bank’s consent, (which shall
not be unreasonably withheld) significantly change the general character of any
business it conducts; and
	 
	 	(d)	 	(information) to give the Bank any document or other information that the
Bank reasonably requests from time to time; and
	 
	 	(e)	 	(status certificates) on request from the Bank, to give the Bank a
certificate signed by two of its Authorised Officers which states whether an Event of
Default or Potential Event of Default is continuing; and
	 
	 	(f)	 	(maintain authorisations) to obtain, renew on time and comply with the
terms of each authorisation necessary for it to enter into the Transaction Documents
to which it is a party, to comply with its obligations and exercise its rights under
them and to allow them to be enforced; and
	 
	 	(g)	 	(annual accounts) to give its audited Financial Report for each financial
year to the Bank within 120 days after the end of that financial year.






 








	12	 	Default
	 
	12.1	 	Events of Default
	 
	 	 	Each of the following is an Event of Default:






	 	(a)	 	(non-payment — Transaction Document) a Borrower does not pay on time any
amount payable by it under any Transaction Document in the manner required under it;
or
	 
	 	(b)	 	(cross default) any present or future monetary obligations of a Borrower
for amounts totalling more than US$3,000,000 (or equivalent) are not satisfied on
time (or at the end of their period of grace) or become prematurely payable as a
result of a default of a Borrower.
	 
	 	 	 	(In this clause 12.1(b), a “monetary obligation” means a monetary obligation in
connection with:






	 	(i)	 	money borrowed or raised; or
	 
	 	(ii)	 	any hiring arrangement, redeemable preference share,
letter of credit or financial markets transaction (including a swap, option
or futures contract), performance bond or guarantee facility; or





	 	 	 	 	 	 
	 	 	 	 
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	 	(iii)	 	a guarantee or indemnity in connection with anything
referred to in clauses 12.1(b)(i) or 12.1(b)(ii)); or






	 	(c)	 	(enforcement against assets) distress is levied or a judgment, order or
Encumbrance is enforced, or becomes enforceable, against any property of a Borrower
having a value of more than US$3,000,000 (or equivalent); or
	 
	 	(d)	 	(incorrect representation or warranty) a representation or warranty made,
or taken by clause 10.2 to be repeated, by or for a Borrower in this agreement or by
Banco Santander in the BSCH Guarantee is found to have been incorrect or misleading
when made or so taken to be repeated; or
	 
	 	(e)	 	(Insolvency) a Borrower or Banco Santander becomes Insolvent; or
	 
	 	(f)	 	(ceasing business) a Borrower or Banco Santander stops payment on any of
its material obligations, ceases to carry on its business or a material part of it,
or threatens to do either of those things except to reconstruct or amalgamate while
solvent on terms approved by the Bank; or
	 
	 	(g)	 	(voidable Transaction Document) a Transaction Document or a transaction in
connection with it is or becomes (or is claimed to be) wholly or partly void,
voidable or unenforceable or does not have (or is claimed not to have) the priority
the Bank intended it to have, in each case, as a result of events not due to the acts
or omissions of the Bank (“claimed” in this paragraph means claimed by a Borrower or
any of its Related Entities or anyone on behalf of any of them); or
	 
	 	(h)	 	(change of Control) after the date of this agreement:






	 	(i)	 	the persons who at the date of this agreement have
Control of a Borrower cease to have Control of the Borrower; or
	 
	 	(ii)	 	one or more persons (other than a member of the Santander
Group) acquire Control of a Borrower; or
	 
	 	(iii)	 	one or more persons acquire Control of Banco Santander;
or






	 	(i)	 	(appointment of manager) a person is appointed under legislation to manage
any part of the affairs of a Borrower or Banco Santander; or
	 
	 	(j)	 	(Material Adverse Effect) an event occurs which has, or is likely to have
(or a series of events occur which, together, have, or are likely to have), a
Material Adverse Effect; or
	 
	 	(k)	 	(non-compliance with other obligations) a Borrower or Banco Santander does
not comply with any other obligation under any Transaction Document and, if the
non-compliance can be remedied, does not remedy the non-compliance within ten days.





	 	 	 	 	 	 
	 	 	 	 
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	12.2	 	Consequences of default
	 
	 	 	If an Event of Default is continuing, then the Bank may declare at any time by
notice to the Borrowers that:






	 	(a)	 	subject to clause 2.3, an amount equal to the Amount Owing is either:






	 	(i)	 	payable on demand; or
	 
	 	(ii)	 	immediately due for payment;






	 	(b)	 	the Bank’s obligations specified in the notice are terminated.






	 	 	The Bank may make either or both of these declarations. The making of either of them
gives immediate effect to its provisions.
	 
	12.3	 	Investigation of default
	 
	 	 	If the Bank reasonably believes that an Event of Default is, or may be, continuing,
the Bank may appoint a person to investigate this. Each Borrower agrees to co-operate
with the person and comply with every reasonable request they make. If there is or was an
Event of Default, the Borrowers agree to pay all Costs in connection with the
investigation.






 







	13   	 	Costs and indemnities
	 
	13.1	 	What the Borrowers agree to pay
	 
	 	 	The Borrowers agree to pay or reimburse the Bank for:






	 	(a)	 	all its reasonable Costs in drafting and negotiating a Transaction
Document; and
	 
	 	(b)	 	enforcing a Transaction Document,






	 	 	including, but not limited to, legal Costs.
	 
	 	 	The Borrowers must pay all stamp duty in connection with a Transaction Document.
	 
	13.2	 	Indemnity
	 
	 	 	The Borrowers indemnify the Bank against any liability or loss arising from, and
any Costs incurred in connection with:






	 	(a)	 	financial accommodation requested under a Transaction Document not being
provided in accordance with the request for any reason except default of the Bank; or
	 
	 	(b)	 	financial accommodation under a Transaction Document being repaid,
discharged or made payable other than at its maturity or on an Interest Payment Date
applicable to it or as otherwise allowed under the terms of a Transaction Document;
or





	 	 	 	 	 	 
	 	 	 	 
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	 	(c)	 	the Bank acting in connection with a Transaction Document in good faith on
fax, telephone, email or written instructions purporting to originate from the
offices of a Borrower or to be given by an Authorised Officer of a Borrower; or
	 
	 	(d)	 	an Event of Default; or
	 
	 	(e)	 	the Bank exercising or attempting to exercise a right or remedy in
connection with a Transaction Document after an Event of Default; or
	 
	 	(f)	 	any indemnity the Bank gives a controller or administrator of the
Borrowers.






	 	 	The Borrowers agree to pay amounts due under this indemnity on demand from the Bank.
	 
	13.3	 	Currency conversion on judgment debt
	 
	 	 	If a judgment, order or proof of debt for an amount in connection with a
Transaction Document is expressed in a currency other than that in which the amount is due
under the Transaction Document, then the Borrowers indemnify the Bank against:






	 	(a)	 	any difference arising from converting the other currency if the rate of
exchange used by the Bank under clause 6.2 (“Currency of payment”) for converting
currency when it receives a payment in the other currency is less favourable to the
Bank than the rate of exchange used for the purpose of the judgment, order or
acceptance of proof of debt; and
	 
	 	(b)	 	the Costs of conversion.






	     	 	The Borrowers agree to pay amounts due under this indemnity on demand from the Bank.






 








	14	 	Interest on overdue amounts
	 
	14.1	 	Obligation to pay
	 
	 	 	If a Borrower does not pay any amount under this agreement on the due date for
payment, the relevant Borrower agrees to pay interest on any such amount at the Default
Rate. The interest accrues daily from (and including) the due date to (but excluding) the
date of actual payment and is calculated on actual days elapsed and a year of 360 days.
	 
	 	 	The relevant Borrower agrees to pay interest under this clause on demand from the Bank.
	 
	14.2	 	Compounding
	 
	 	 	Interest payable under clause 14.1 (“Obligation to pay”) which is not paid when due
for payment may be added to the overdue amount by the Bank at
intervals which the Bank determines from time to time or, if no determination





	 	 	 	 	 	 
	 	 	 	 
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	 	 	is made,
every 30 days. Interest is payable on the increased overdue amount at the Default Rate in
the manner set out in clause 14.1 (“Obligation to pay”).
	 
	14.3	 	Interest following judgment
	 
	 	 	If a liability becomes merged in a judgment, the relevant Borrower agrees to pay
interest on the amount of that liability as an independent obligation. This interest:






	 	(a)	 	accrues daily from (and including) the date the liability becomes due for
payment both before and after the judgment up to (but excluding) the date the
liability is paid; and
	 
	 	(b)	 	is calculated at the judgment rate or the Default Rate (whichever is
higher).






	     	 	The relevant Borrower agrees to pay interest under this clause on demand from the Bank.






 








	15  	 	Application of payments
	 
	 	 	Subject to clause 2.3, the Bank may apply amounts paid by the Borrowers towards
satisfaction of the Borrowers’ obligations under the Transaction Documents in the manner
it sees fit, unless the Transaction Documents expressly provide otherwise. This
appropriation overrides any purported appropriation by a Borrower or any other person.






 








	16	 	Dealing with interests
	 
	16.1	 	No dealing by Borrowers
	 
	 	 	The Borrowers may not assign or otherwise deal with their rights under any
Transaction Document or allow any interest in them to arise or be varied, in each case,
without the Bank’s consent.
	 
	16.2	 	Dealings by Bank
	 
	 	 	The Bank may assign or otherwise deal with its rights under the Transaction
Documents (including by assignment or participation) without the consent. of any person,
provided, however, that the Bank may not assign its rights under the Transaction Documents
to any member of the Santander Group without the Borrowers’ written consent.






 








	17	 	Notices and other communications
	 
	17.1	 	Form — all communications
	 
	 	 	Unless expressly stated otherwise in the Transaction Documents, all notices,
certificates, consents, approvals, waivers and other communications in connection with a
Transaction Document must be in writing, signed by the
sender (if an individual) or an Authorised Officer of the sender and marked





	 	 	 	 	 	 
	 	 	 	 
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	 	 	for the
attention of the person identified in the Details or, if the recipient has notified
otherwise, then marked for attention in the way last notified.
	 
	17.2	 	Form — communications sent by email
	 
	 	 	Communications sent by email need not be marked for attention in the way stated in
clause 17.1 (“Form — all communications”). However, the email must state the first and
last name of the sender.
	 
	 	 	Communications sent by email are taken to be signed by the named sender.
	 
	17.3	 	Delivery
	 
	 	 	Communications must be:






	 	(a)	 	left at the address set out or referred to in the Details; or
	 
	 	(b)	 	sent by prepaid ordinary post (airmail, if appropriate) to the address set
out or referred to in the Details; or
	 
	 	(c)	 	sent by fax to the fax number set out or referred to in the Details; or
	 
	 	(d)	 	sent by email to the address set out or referred to in the Details.






	 	 	However, if the intended recipient has notified a changed address or fax number, then
communications must be to that address or number.
	 
	17.4	 	When effective
	 
	 	 	Communications take effect from the time they are received or taken to be received
under clause 17.5 (“When taken to be received”) (whichever happens first) unless a later
time is specified.
	 
	17.5	 	When taken to be received
	 
	 	 	Communications are taken to be received:






	 	(a)	 	if sent by post, three days after posting (or seven days after posting if
sent from one country to another); or
	 
	 	(b)	 	if sent by fax, at the time shown in the transmission report as the time
that the whole fax was sent; or
	 
	 	(c)	 	if sent by email:






	 	(i)	 	when the sender receives an automated message confirming
delivery; or
	 
	 	(ii)	 	four hours after the time sent (as recorded on the device
from which the sender sent the email) unless the sender receives an
automated message that the email has not been delivered,






	 	 	 	whichever happens first.





	 	 	 	 	 	 
	 	 	 	 
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	17.6	 	Receipt outside business hours
	 
	 	 	Despite clauses 17.4 (“When effective”) and 17.5 (“When taken to be received”), if
communications are received or taken to be received under clause 17.5 after 5.00 pm in the
place of receipt or on a non-Business Day, they are taken to be received at 9.00 am on the
next Business Day and take effect from that time unless a later time is specified.
	 
	17.7	 	Waiver of notice period
	 
	 	 	The Bank may waive a period of notice required to be given by a Borrower under this
agreement.






 








	18	 	General
	 
	18.1	 	Application to Transaction Documents
	 
	 	 	If anything in this clause 18 (“General”) is inconsistent with a provision in
another Transaction Document, then the provision in the other Transaction Document
prevails for the purposes of that Transaction Document.
	 
	18.2	 	Prompt performance
	 
	 	 	Subject to clause 18.15 (“Time of the essence”):






	 	(a)	 	if a Transaction Document specifies when a Borrower agrees to perform an
obligation, the Borrower agrees to perform it by the time specified; and
	 
	 	(b)	 	the Borrowers agree to perform all other obligations promptly.






	18.3	 	Consents
	 
	 	 	The Borrowers agree to comply with all conditions in any consent the Bank gives in
connection with a Transaction Document.
	 
	18.4	 	Certificates
	 
	 	 	The Bank may give the Borrowers a certificate about an amount payable or other
matter in connection with a Transaction Document. The certificate is sufficient evidence
of the amount or matter, unless it is proved to be incorrect.
	 
	18.5	 	Set-off
	 
	 	 	If an Event of Default is continuing, the Bank may, in its absolute discretion, set
off any amount owing by the Bank to a Borrower (whether or not due for payment) against
any amount due for payment by a Borrower to the Bank under a Transaction Document.
	 
	 	 	The Bank may do anything necessary to effect any set-off under this clause (including
varying the date for payment of any amount owing by the Bank to a Borrower and making
currency exchanges). This clause applies despite any other agreement between a Borrower
and the Bank.





	 	 	 	 	 	 
	 	 	 	 
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	18.6	 	Discretion in exercising rights
	 
	 	 	The Bank may exercise a right or remedy or give or refuse its consent under a
Transaction Document in any way it considers appropriate (including by imposing
conditions).
	 
	18.7	 	Partial exercising of rights
	 
	 	 	If the Bank does not exercise a right or remedy under a Transaction Document fully
or at a given time, the Bank may still exercise it later.
	 
	18.8	 	No liability for loss
	 
	 	 	The Bank is not liable for loss caused by the exercise or attempted exercise of,
failure to exercise, or delay in exercising, a right or remedy under a Transaction
Document.
	 
	18.9	 	Conflict of interest
	 
	 	 	The Bank’s rights and remedies under any Transaction Document may be exercised even
if this involves a conflict of duty or the Bank has a personal interest in their exercise.
	 
	18.10	 	Remedies cumulative
	 
	 	 	The rights and remedies of the Bank under any Transaction Document are in addition
to other rights and remedies given by law independently of the Transaction Document.
	 
	18.11	 	Indemnities
	 
	 	 	Any indemnity in a Transaction Document is a continuing obligation, independent of
the Borrowers’ other obligations under that Transaction Document and continues after the
Transaction Document ends. It is not necessary for the Bank to incur expense or make
payment before enforcing a right of indemnity under a Transaction Document.
	 
	18.12	 	Rights and obligations are unaffected
	 
	 	 	Rights given to the Bank under a Transaction Document and the Borrowers’
liabilities under it are not affected by anything which might otherwise affect them at
law.
	 
	18.13	 	Inconsistent law
	 
	 	 	To the extent permitted by law, each Transaction Document prevails to the extent it
is inconsistent with any law.
	 
	18.14	 	Supervening legislation
	 
	 	 	Any present or future legislation which operates to vary the obligations of the
Borrowers in connection with a Transaction Document with the result that the Bank’s
rights, powers or remedies are adversely affected (including by way of delay or
postponement) is excluded except to the extent that its exclusion is prohibited or
rendered ineffective by law.





	 	 	 	 	 	 
	 	 	 	 
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	18.15	 	Time of the essence
	 
	 	 	Time is of the essence in any Transaction Document in respect of an obligation of a
Borrower to pay money.
	 
	18.16	 	Variation and waiver
	 
	 	 	A provision of a Transaction Document, or right created under it, may not be waived
or varied except in writing signed by the party or parties to be bound.
	 
	18.17	 	Confidentiality
	 
	 	 	Each party agrees not to disclose information provided by any other party that is
not publicly available (including the existence or contents of any Transaction Document)
except:






	 	(a)	 	to any person in connection with an exercise of rights or a dealing with
rights or obligations under a Transaction Document (including in connection with
preparatory steps such as negotiating with any potential assignee or potential
sub-participant or other person who is considering contracting with the Bank in
connection with a Transaction Document); or
	 
	 	(b)	 	to a person considering entering into (or who enters into) a credit swap
with the Bank involving credit events relating to a Borrower or any of its Related
Entities; or
	 
	 	(c)	 	to officers, employees, legal and other advisers and auditors of a Borrower
or the Bank; or
	 
	 	(d)	 	to any party to this agreement or any related entity of any party to this
agreement, provided the recipient agrees to act consistently with this clause 18.17;
or
	 
	 	(e)	 	with the consent of the party who provided the information (such consent
not to be unreasonably withheld); or
	 
	 	(f)	 	as required by any law or stock exchange.






	 	 	Each party consents to disclosures made in accordance with this clause 18.17.
	 
	18.18	 	Further steps
	 
	 	 	The Borrowers agree to do anything the Bank asks (such as obtaining consents,
signing and producing documents and getting documents completed and signed):






	 	(a)	 	to bind the Borrowers and any other person intended to be bound under the
Transaction Documents;
	 
	 	(b)	 	to show whether the Borrowers are complying with this agreement.





	 	 	 	 	 	 
	 	 	 	 
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	18.19	 	Counterparts
	 
	 	 	This agreement may consist of a number of copies, each signed by one or more
parties to the agreement. If so, the signed copies are treated as making up the one
document.
	 
	18.20	 	Contracts (Rights of Third Parties) Act 1999 (UK)
	 
	 	 	A person who is not a party to this agreement has no rights under the Contracts
(Rights of Third Parties) Act 1999 (UK) to enforce any term of this Agreement.
	 
	18.21	 	Governing law
	 
	 	 	Each Transaction Document is governed by the law in force in England and Wales and
the Borrowers and the Bank submit to the non-exclusive jurisdiction of the courts of
England and Wales and Victoria, Australia.
	 
	18.22	 	Serving documents
	 
	 	 	Without preventing any other method of service, any document in a court action may
be served on a party by being delivered to or left at that party’s address for service of
notices under clause 17.3 (“Delivery”). The Borrowers have appointed Jim Inches of the
Loan Administration Department of the London Branch of Banco Santander Central Hispano
located at 100 Ludgate Hill, London EC4M 7NJ as their agent for receipt of process in
England and Wales in relation to any proceedings before the English courts in connection
with any Transaction Document, and represent he has agreed to so act. The Borrowers agree
that a failure by a process agent to notify the relevant Borrower of the process will not
invalidate the proceedings concerned.




EXECUTED as an agreement





	 	 	 	 	 	 
	 	 	 	 
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Bridge Facility Agreement




Schedule 1 — Conditions precedent (clause 3.4)




Conditions to first drawdown





	•	 	Each item must be in form and substance satisfactory to the Bank.
	 
	•	 	The Bank may also require other documents and information (see clause 3.5(g))
	 
	•	 	Certification is to be by a director or secretary of the applicable Borrower, that the item is
true and complete as at a date no earlier than the date of this agreement.





	 	 	 	 	 	 	 	 	 
	 	 	Item	 	Form	 	Required for
	1

	 	Constitution/memorandum and
articles
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 	 	 
	2

	 	Extract of minutes of a meeting
of the Borrowers’ board of
directors which evidences the
resolutions:
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	authorising the signing and
delivery of the Transaction
Documents to which the entity
is a party and the observance
of obligations under those
documents; and	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	appointing Authorised
Officers of the entity.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3

	 	Specimen signature of
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	each Authorised Officer of
the entity; and	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	each other person who is
authorised to sign a
Transaction Document for the
Borrowers.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4

	 	This agreement fully signed.
	 	Original
	 	Each Borrower
	 
	 	 	 	 	 	 	 	 
	5

	 	The BSCH Guarantee fully signed.
	 	Original
	 	Banco Santander
	 
	 	 	 	 	 	 	 	 
	6

	 	Legal opinion from Pietrantoni
Mendez & Alvarez LLP acting as
Puerto Rico counsel to each
Borrower.
	 	Original
	 	Borrower






	 	 	 	 	 	 
	 	 	 	 
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Schedule 2 — Drawdown Notice (clause 3)




	 	 	 
	To:

	 	National Australia Bank

Offshore Banking Unit

Level 33, 500 Bourke Street

Melbourne, VIC 3000

Australia

	 
	 	 
	Attention:

	 	Associate Director






[Date]



Drawdown Notice — Bridge Facility Agreement between Santander BanCorp, Santander Financial
Services, Inc. and National Australia Bank Limited, acting through its offshore banking unit, dated
[          ] December 2006 (“Bridge Facility Agreement”)



Under clause 3.2 (“Requesting a drawdown”) of the Bridge Facility Agreement, the Borrower gives
notice as follows.1



The Borrower wants to borrow under the Facility.





	•	 	The requested Drawdown Date is [          ]2.
	 
	•	 	The amount of the proposed drawdown is US$[          ].
	 
	•	 	The proposed drawdown is to be paid to:





	 	 	 
	Account number:

	 	[          ]
	Account name:

	 	[          ]
	Correspondent Bank:

	 	[          ]
	Swift:

	 	[          ]
	Beneficiary Bank:

	 	[          ]
	Swift:

	 	[          ]
	Beneficiary:

	 	[          ]





The Borrower represents and warrants that the representations and warranties in the Bridge Facility
Agreement are correct and not misleading on the date of this notice and that each will be correct
and not misleading on the Drawdown Date.



Clause 1 of the Bridge Facility Agreement applies to this notice as if it was fully set out in this
notice.




	 	 	 
	 
	 	 
	 
	[Name of person] being

an Authorised Officer of

[Name of Borrower]






Instructions for completion

1     All items must be completed.

2     Must be a Business Day within the Availability Period.





	 	 	 	 	 	 
	 	 	 	 
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Signing page




DATED: 21 December 2006




	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	SANTANDER BANCORP

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/ Juan Pablo Pérez Hanley

	 	 	)	 	 	/s/ Carlos M. García
	 

	 	 	 	 	 	 
	Signature

	 	 	)	 	 	Signature
	 

	 	 	)	 	 	 
	Name: Juan Pablo Pérez Hanley

	 	 	)	 	 	Name: Carlos M. García
	 

	 	 	)	 	 	 
	Title: SVP & Treasurer

	 	 	 	 	 	Title: Chief Operating Officer
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	SANTANDER FINANCIAL SERVICES, INC.

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/ José Ramón González

	 	 	)	 	 	/s/ María Calero Padrón
	 

	 	 	 	 	 	 
	Signature

	 	 	)	 	 	Signature
	 

	 	 	)	 	 	 
	Name: José Ramón González

	 	 	)	 	 	Name: María Calero Padrón
	 

	 	 	)	 	 	 
	Title: Director

	 	 	)	 	 	Title: Director
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	Anesh Balgobind

	 	 	)	 	 	 
	as attorney for NATIONAL

	 	 	)	 	 	 
	AUSTRALIA BANK LIMITED,

	 	 	)	 	 	 
	acting through its offshore banking

	 	 	)	 	 	 
	unit, under power of attorney dated

	 	 	)	 	 	 
	28 February
1991
	 	 	)	 	 	 
	in the presence of:
	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Graeme Paterson

	 	 	)	 	 	/s/ Anesh Balgobind
	 

	 	 	 	 	 	 
	Signature of witness

	 	 	)	 	 	By executing this agreement the attorney
	 

	 	 	)	 	 	states that the attorney has received no notice of
	/s/ Graeme Paterson

	 	 	 	 	 	revocation of the power of attorney
	 	 	 
	Name of witness (block letters)
	 	 	 	 	 	 







	 	 	 	 	 	 
	 	 	 	 
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