exv10w1






Exhibit 10.1




Loan Agreement



Dated March 23, 2010




Santander BanCorp (“Santander BanCorp”)

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

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



Banco Santander Puerto Rico (“Bank”)







 









 








Loan Agreement

Contents




	 	 	 	 	 
	Details

	 	 	1	 
	General terms

	 	 	3	 
	1 Interpretation

	 	 	3	 
	1.1 Definitions

	 	 	3	 
	1.2 References to certain general terms

	 	 	6	 
	1.3 Number

	 	 	7	 
	1.4 Headings

	 	 	7	 
	2 The Facility and Facility Limits

	 	 	7	 
	2.1 Bank to fund

	 	 	7	 
	2.2 Maximum accommodation — Limits

	 	 	8	 
	2.3 Liability of the Borrowers

	 	 	8	 
	2.4 Purpose

	 	 	8	 
	3 Using the Facility

	 	 	9	 
	3.1 Drawing down

	 	 	9	 
	3.2 Requesting a drawdown

	 	 	9	 
	3.3 Effect of a Drawdown Notice

	 	 	9	 
	3.4 Conditions to drawdown

	 	 	9	 
	3.5 Conditions to all drawdowns

	 	 	9	 
	3.6 Benefit of conditions

	 	 	10	 
	4 Interest

	 	 	10	 
	4.1 Interest charges

	 	 	10	 
	5 Repaying and prepaying

	 	 	10	 
	5.1 Repayment

	 	 	10	 
	5.2 Prepayment

	 	 	10	 
	5.3 Prepayments not available for redrawing

	 	 	10	 
	6 Payments

	 	 	10	 
	6.1 Manner of payment

	 	 	10	 
	6.2 No Withholding

	 	 	11	 
	7 Cancellation

	 	 	11	 
	8 Increased costs

	 	 	11	 
	8.1 Compensation

	 	 	11	 
	8.2 Possible minimization

	 	 	12	 
	9 Illegality or impossibility

	 	 	12	 
	9.1 Bank’s right to suspend or cancel

	 	 	12	 
	9.2 Extent and duration

	 	 	13	 
	9.3 Notice requiring prepayment

	 	 	13	 
	10 Representations and warranties

	 	 	13	 
	10.1 Representations and warranties

	 	 	13	 
	10.2 Repetition of representations and warranties

	 	 	14	 
	10.3 Reliance

	 	 	14	 
	11 Undertakings

	 	 	15	 
	11.1 General undertakings

	 	 	15	 
	12 Default

	 	 	15	 
	12.1 Events of Default

	 	 	15	 






 









 






	 	 	 	 	 
	12.2 Consequences of default

	 	 	17	 
	12.3 Investigation of default

	 	 	17	 
	13 Costs and indemnities

	 	 	17	 
	13.1 What the Borrowers agree to pay

	 	 	17	 
	13.2 Indemnity

	 	 	17	 
	14 Interest on overdue amounts

	 	 	18	 
	14.1 Obligation to pay

	 	 	18	 
	14.2 Compounding

	 	 	18	 
	14.3 Interest following judgment

	 	 	18	 
	15 Application of payments

	 	 	19	 
	16 Dealing with interests

	 	 	19	 
	16.1 No dealing by Borrowers

	 	 	19	 
	16.2 Dealings by Bank

	 	 	19	 
	17 Notices and other communications

	 	 	19	 
	17.1 Form — all communications

	 	 	19	 
	17.2 Form — communications sent by email

	 	 	19	 
	17.3 Delivery

	 	 	19	 
	17.4 When effective

	 	 	20	 
	17.5 When taken to be received

	 	 	20	 
	17.6 Receipt outside business hours

	 	 	20	 
	17.7 Waiver of notice period

	 	 	20	 
	18 General

	 	 	20	 
	18.1 Application to Transaction Documents

	 	 	20	 
	18.2 Prompt performance

	 	 	21	 
	18.3 Consents

	 	 	21	 
	18.4 Certificates

	 	 	21	 
	18.5 Set-off

	 	 	21	 
	18.6 Discretion in exercising rights

	 	 	21	 
	18.7 Partial exercising of rights; no waiver

	 	 	21	 
	18.8 No liability for loss

	 	 	21	 
	18.9 Conflict of interest

	 	 	21	 
	18.10 Remedies cumulative

	 	 	22	 
	18.11 Indemnities

	 	 	22	 
	18.12 Rights and obligations are unaffected

	 	 	22	 
	18.13 Inconsistent law

	 	 	22	 
	18.14 Supervening legislation

	 	 	22	 
	18.15 Time of the essence

	 	 	22	 
	18.16 Variation and waiver

	 	 	22	 
	18.17 Further steps

	 	 	22	 
	18.18 Counterparts

	 	 	23	 
	18.19 Governing law

	 	 	23	 
	Schedule 1 — Conditions precedent (clause 3.4)

	 	Sch. 1-1

	Schedule 2 — Drawdown Notice (clause 3)

	 	Sch. 2-1

	Signature page

	 	 	S-1	 






 









 






Details




Parties




	 	 	 	 	 
	Parties	 	Santander BanCorp, Santander FS and Bank	 
	 
	Santander
	 	Name	 	Santander BanCorp
	BanCorp
	 	 	 	 
	 
	 	IRS TAX ID	 	66-0573723
	 
	 	 	 	 
	 
	 	Incorporated	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 
	 	Address	 	207 Ponce de Leon Avenue
	 
	 	 	 	4th Floor
	 
	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 
	 	Fax	 	787-777-4191
	 
	 	 	 	 
	 
	 	Telephone	 	787-777-4486
	 
	 	 	 	 
	 
	 	Email	 	fbruno@bspr.com
	 
	 	 	 	 
	 
	 	Attention	 	Fernando L. Bruno
	 
	Santander FS
	 	Name	 	Santander Financial Services, Inc.
	 
	 	 	 	 
	 
	 	IRS TAX ID	 	66-0422347
	 
	 	 	 	 
	 
	 	Incorporated	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 
	 	Address	 	207 Ponce de Leon Avenue
	 
	 	 	 	4th Floor
	 
	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 
	 	Fax	 	787-777-4191
	 
	 	 	 	 
	 
	 	Telephone	 	787-777-4486
	 
	 	 	 	 
	 
	 	Email	 	fbruno@bspr.com
	 
	 	 	 	 
	 
	 	Attention	 	Fernando L. Bruno






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	Parties	 	Santander BanCorp, Santander FS and Bank	 
	 
	Bank
	 	Name	 	Banco Santander Puerto Rico
	 
	 	 	 	 
	 
	 	IRS TAX ID	 	66-312389
	 
	 	 	 	 
	 
	 	Incorporated in	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 
	 	Address	 	207 Ponce de Leon Avenue
	 
	 	 	 	5th Floor
	 
	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 
	 	Fax	 	787-777-4557
	 
	 	 	 	 
	 
	 	Telephone	 	787-777-4534
	 
	 	 	 	 
	 
	 	Email	 	rbonilla@ bspr.com
	 
	 	 	 	 
	 
	 	Attention	 	Rafael S. Bonilla
	 
	 	 	 	 
	Summary of facility
	 
	Facility
	 	Facility Limit	 	$604,000,000
	 
	 	 	 	 
	 
	 	Santander BanCorp	 	$182,000,000
	 
	 	Facility Limit	 	 
	 
	 	 	 	 
	 
	 	Santander FS	 	$422,000,000
	 
	 	Facility Limit	 	 
	 
	 	 	 	 
	 
	 	Availability Period	 	The period from the date of this agreement to March 26, 2010
	 
	 	 	 	 
	 
	 	Maturity Date	 	May 24, 2010
	 
	 	 	 	 
	 
	 	Interest Rate	 	0.778% per annum
	 
	 	 	 	 
	 
	 	Purpose	 	To refinance short-term borrowings from the Bank and for general corporate purposes.







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Loan 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.
	 
	 	 	Authorized Officer means any appointed by the party to act as an Authorized Officer for
the purposes of the Transaction Documents
	 
	 	 	Availability Period means the period from the date of this agreement to March 26, 2010.
	 
	 	 	Bank means the person so described above in the Details.
	 
	 	 	Borrower means Santander BanCorp or Santander FS, as the context requires.
	 
	 	 	Borrowers mean, collectively, Santander BanCorp and Santander FS.
	 
	 	 	Business Day means a day on which banks are open for general banking business in
Madrid, Spain, New York, New York and San Juan, Puerto Rico (not being a Saturday, Sunday or
public holiday in any such place).
	 
	 	 	Control of a corporation includes the direct or indirect power to directly or
indirectly:






	 	(a)	 	direct the management or policies of the corporation; or
	 
	 	(b)	 	control the membership of the board of directors;






	 	 	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 include costs, charges and expenses, including those incurred in connection with
advisors.
	 
	 	 	Default Rate means the Interest Rate plus 2% per annum.
	 
	 	 	Details mean the section of this agreement headed “Details.”
	 
	 	 	Directive means:




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	 	(a)	 	a law; or
	 
	 	(b)	 	a treaty, an official directive, request, regulation, guideline or policy
(whether or not having the force of law) with which banks in Puerto Rico and the United
States 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.
	 
	 	 	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’ or officers’ declaration about the financial statements and
notes,






	 	 	together with any reports (including any directors’ or officers’ reports) attached to any of
those documents or intended to be read with any of them.
	 
	 	 	A person is Insolvent if:






	 	(a)	 	it is generally unable to pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or
	 
	 	(b)	 	any proceeding shall be instituted by or against it seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of any order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it) that is being
diligently contested by it in good faith, either such proceeding shall remain
undismissed or unstayed for a period of sixty (60) calendar days or any of the actions
sought in such
proceeding (including, without limitation, the entry of any order for relief
against, or





4









 





	 	 	 	the appointment of a receiver, trustee, custodian or other similar
official for, it or any substantial part of its property) shall occur; or
	 
	 	(c)	 	it shall take any action to authorize any of the actions set forth above.






	 	 	Interest Payment Date means the Maturity Date.
	 
	 	 	Interest Rate means 0.778% per annum.
	 
	 	 	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.






	 	 	Maturity Date means May 24, 2010.
	 
	 	 	Potential Event of Default means an event which, with the giving of notice, lapse of
time or fulfillment of any condition, would be likely to become an Event of Default.
	 
	 	 	Santander means Banco Santander, S.A.
	 
	 	 	Santander BanCorp Facility means the facility made available to Santander BanCorp under
this agreement.
	 
	 	 	Santander BanCorp Facility Limit means $182,000,000.
	 
	 	 	Santander FS Facility means the facility made available to Santander FS under this
agreement.
	 
	 	 	Santander FS Facility Limit means $422,000,000.
	 
	 	 	Santander Group means the corporate group comprising Santander and its consolidated
Subsidiaries.




5









 






	 	 	Security Agreement, Pledge and Assignment means the Security Agreement, Pledge and
Assignment dated on or about the date of this Loan Agreement, between Santander and the
Bank.
	 
	 	 	Subsidiary of an entity means another entity which:






	 	(a)	 	is a subsidiary of the first entity within the meaning of any applicable law,
if the context requires it; or
	 
	 	(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 any and all taxes, imposts, duties, charges, fees, levies or other charges
or assessments of whatever nature, including income, gross receipts, “patente”, excise, real
or personal property, sales, withholding, social security, retirement, unemployment,
occupation, use, service, license, net worth, payroll, franchise, and transfer and
recording, imposed by the United States Internal Revenue Service, the Commonwealth of Puerto
Rico Department of the Treasury, the Municipal Revenue Collections Center of Puerto Rico, or
any other taxing authority (whether domestic or foreign, including any federal, state,
Puerto Rico, United States possession, county, municipal, local or foreign government or any
subdivision or taxing agency thereof), whether computed on a separate, consolidated,
unitary, combined or any other basis, including interest, fines, penalties or additions to
tax attributable to or imposed on or with respect to any such taxes, charges, fees, levies
or other assessments.
	 
	 	 	Transaction Documents means:






	 	(a)	 	this agreement;
	 
	 	(b)	 	any Drawdown Notice;
	 
	 	(c)	 	the Security Agreement, Pledge and Assignment;
	 
	 	(d)	 	any document which a Borrower or 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 favor of two or more persons is for
the benefit of them jointly and each of them individually;




6









 






	 	(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)	 	a reference to United States dollars, dollars, $ or US$ is a reference to the
lawful currency of the United States of America;
	 
	 	(g)	 	a reference to a time of day is a reference to Puerto Rico time;
	 
	 	(h)	 	the word “person” includes any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, entity, party or government (whether national,
federal, state, county, city, municipal, or otherwise, including, without limitation,
any instrumentality, division, agency, body or department thereof);
	 
	 	(i)	 	a reference to a particular person includes the person’s executors,
administrators, successors, substitutes (including persons taking by novation) and
assigns;
	 
	 	(j)	 	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;
	 
	 	(k)	 	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 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 loans requested by the Borrowers under this agreement.




7









 






	2.2	 	Maximum loans — Limits






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






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






	 	(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’ obligation to pay principal and interest in connection with the
Facilities is several and not joint (“mancomunada”). 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 6.2 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 6.2 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 2.3 above, 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)).
	 
	2.4	 	Purpose
	 
	 	 	Drawings under the Facilities may only be used to refinance short-term borrowings
incurred under a loan agreement dated January 22, 2010, with the Bank and for general
corporate purposes, and for no other purpose.




8









 






	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 a.m. on the Business Day next preceding 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 authorized officers 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 loans unless:






	 	(a)	 	it is to be provided during the Availability Period; and
	 
	 	(b)	 	it is satisfied that the loan is to be used solely for the purposes described
in clause 2.4; and
	 
	 	(c)	 	the Bank has received a Drawdown Notice in respect of it; and
	 
	 	(d)	 	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 loan is provided; and
	 
	 	(e)	 	the Bank is satisfied that no Event of Default or Potential Event of Default is
continuing, or would result from the loan being provided; and
	 
	 	(f)	 	the Bank has received all other documents and other information it reasonably
requests.




9









 












	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 until the Maturity Date at the
Interest Rate. Interest:






	 	(a)	 	accrues daily from and including the Drawdown Date but excluding the Maturity
Date; and
	 
	 	(b)	 	is payable on the Interest Payment Date; and
	 
	 	(c)	 	is calculated on actual days elapsed and a year of 360 days.






	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 or in part by notifying the proposed
prepayment to the Bank by 11:00 a.m. on the second 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 a Borrower prepays, it may be liable for break costs — see
clause 13.2 (“Indemnity”).
	 
	5.3	 	Prepayments not available for redrawing
	 
	 	 	Amounts prepaid or repaid, as the case may be, 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 a.m.; and
	 
	 	(c)	 	in United States dollars in immediately available funds; and




10









 






	 	(d)	 	to the Bank by payment into the following account, or as the Bank otherwise
directs:
	 
	 	 	 	Bank: Deutsche Bank
	 
	 	 	 	ABA: 021001033
	 
	 	 	 	For account of: Banco Santander Puerto Rico
	 
	 	 	 	Account No.: 0401408






	 	 	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 from the Bank.
	 
	 	 	A Borrower satisfies a payment obligation only when the Bank or the person to whom it has
directed payment receives the amount.
	 
	6.2	 	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 second Business Day before the cancellation is
to take effect. A partial cancellation must be at least $1,000,000 and a whole multiple of
$1,000,000. Once given, the notice is irrevocable. The relevant Limits will be reduced 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




11









 






	 	 	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.






	 	 	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.
	 
	 	 	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 two days after the Bank obtains actual knowledge thereof, provided that if
the Bank fails to give such notice to the Borrowers within two 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 two 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 minimization
	 
	 	 	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
minimizing 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, a loan 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.




12









 






	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.






	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 two
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 the Commonwealth of Puerto Rico, 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 organizational documents
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)	 	(authorizations) it has in full force and effect the authorizations 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:




13









 












	 	(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,
a true and fair view of 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






	 	(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.






	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 the Drawdown 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.




14









 






	11	 	Undertakings
	 
	11.1	 	General undertakings
	 
	 	 	Each Borrower undertakes:






	 	(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 customary 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 Authorized Officers which states whether an Event of Default or
Potential Event of Default is continuing; and
	 
	 	(f)	 	(maintain authorizations) to obtain, renew on time and comply with the terms of
each authorization 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.






	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 totaling more than $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




15









 






	 	(ii)	 	any hiring arrangement, redeemable preferred share, letter of
credit or financial markets transaction (including a swap, option or futures
contract), performance bond or guarantee facility; or
	 
	 	(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 $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
Santander in the Security Agreement, Pledge and Assignment is found to have been
incorrect or misleading when made or so taken to be repeated; or
	 
	 	(e)	 	(Insolvency) a Borrower becomes Insolvent; or
	 
	 	(f)	 	(ceasing business) a Borrower or 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 merge or consolidate while solvent on terms
approved in writing 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)	 	(appointment of manager) a person is appointed under legislation to manage any
part of the affairs of a Borrower or Santander; or
	 
	 	(i)	 	(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;
	 
	 	(j)	 	(collateral) the value of any cash collateral deposited with the Bank and
provided as security for the Facility under the Security Agreement, Pledge and
Assignment ceases to be at least equal in amount to any amount that may be required
under Section 23A of the Federal Reserve Act and Regulation W promulgated thereunder;
or
	 
	 	(k)	 	(non-compliance with other obligations) a Borrower or 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.




16









 












	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 cooperate 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 internal revenue stamps in connection with a Transaction
Document.
	 
	13.2	 	Indemnity
	 
	 	 	The Borrowers shall indemnify the Bank against any liability or loss arising from,
and any Costs incurred in connection with:






	 	(a)	 	loans requested under a Transaction Document not being provided in accordance
with the request for any reason except default of the Bank; or
	 
	 	(b)	 	a loan under a Transaction Document being repaid, discharged or made payable
other than at its maturity or as otherwise allowed under the terms of a Transaction
Document; or




17









 






	 	(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 Authorized 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 trustee in bankruptcy or administrator of the
Borrowers.






	 	 	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
	 
	 	 	To the extent permitted by applicable law, any interest payable under clause 14.1
which is not paid when due for payment may be added to the overdue amount by the Bank.
Interest is payable on the increased overdue amount at the Default Rate in the manner set
out in clause 14.1.
	 
	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.




18









 






	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.
	 
	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
Authorized Officer of the sender and marked 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)	 	Hand delivered at the address set out or referred to in the Details; or
	 
	 	(b)	 	sent by prepaid ordinary mail 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




19









 






	 	(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 mail, three days after posting; 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.






	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 p.m. in the
place of receipt or on a non-Business Day, they are taken to be received at 9:00 a.m. 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.




20









 






	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 in accordance
with applicable law. This clause applies despite any other agreement between a Borrower and
the Bank.
	 
	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; no waiver
	 
	 	 	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,
subject to applicable laws.




21









 






	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 survives the
termination of the Transaction Document. 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.
	 
	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	 	Further steps
	 
	 	 	The Borrowers agree to do anything the Bank may request (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.




22









 












	18.18	 	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.
	 
	18.19	 	Governing law
	 
	 	 	Each Transaction Document is governed by the laws of the Commonwealth of Puerto Rico.





[SIGNATURE PAGE FOLLOWS]





23











 






Loan 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(f))






	•	 	Certification is to be by the secretary or other authorized officer 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

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

	 	(a)   authorizing 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 Authorized
Officers of the entity.
	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	Specimen signature of
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 
	 

	 	(a)   each Authorized Officer
of the entity; and
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(b)   each other person who
is authorized to sign a
Transaction Document for
the Borrowers.
	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	This agreement fully signed.
	 	Original
	 	Each Borrower
	 
	 	 	 	 	 	 
	4

	 	A certificate of deposit
opened by Santander with
the Bank in the aggregate
amount of the Facility to
be provided as security for
the Facility under the
Security Agreement, Pledge
and Assignment.
	 	Original
	 	Santander and each
Borrower
	 
	 	 	 	 	 	 
	5

	 	The Security Agreement,
Pledge and Assignment fully
signed.
	 	Original
	 	Santander






Sch. 1 - 1









 






Schedule 2 — Drawdown Notice (clause 3)




	 	 	 
	To:

	 	Banco Santander Puerto Rico
	 

	 	207 Ponce de León Avenue
	 

	 	San Juan, Puerto Rico 00917
	 
	 	 
	Attention:

	 	[•]






[Date]




Drawdown Notice — Loan Agreement between Santander BanCorp, Santander Financial Services, Inc. and
Banco Santander Puerto Rico, dated March 23, 2010 (“Loan Agreement”)




Under clause 3.2 (“Requesting a drawdown”) of the Loan 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 Loan 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 Loan Agreement applies to this notice as if it was fully set out in this notice.




 





[Name of person] being

an Authorized Officer of

[Name of Borrower]




Instructions for completion





	1	 	All items must be completed.
	 
	2	 	Must be a Business Day within the Availability Period.




Sch. 2 - 1









 







Signature page




DATED: March 23, 2010




	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	SANTANDER BANCORP

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/ Juan Moreno


Signature

	 	 	)

)	 	 	/s/ María Calero

 Signature
	Name: Juan Moreno

	 	 	)	 	 	Name: María Calero
	Title: Chief Executive Officer

	 	 	)	 	 	Title: Chief Compliance Officer
	 

	 	 	)	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	SANTANDER FINANCIAL

	 	 	)	 	 	 
	SERVICES, INC.

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	/s/ Mario Delgado
 

Signature

	 	 	)

)	 	 	/s/ Carola Acum
 
 Signature
	Name: Mario Delgado

	 	 	)	 	 	Name: Carola Acum
	Title: President

	 	 	)	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	BANCO SANTANDER PUERTO RICO


	 	 	)

)	 	 	 
	
/s/ Eric Delgado
 

Signature

	 	 	)



)	 	 	/s/ Rafael S. Bonilla
 
 Signature
	Name: Eric Delgado

	 	 	)	 	 	Name: Rafael S. Bonilla
	Title: First Senior Vice President

	 	 	 	 	 	Title: Senior Vice President







S-1