Supplemental Indenture, dated as of August 31, 2009



 Exhibit 4.1 
  
  
  
 SUPPLEMENTAL INDENTURE 
 among 
 POPULAR NORTH AMERICA, INC., 
 as Issuer 
 POPULAR, INC., 
 as Guarantor 
 and 
 THE BANK OF NEW YORK MELLON 
 Dated as of August 31, 2009 
 Supplement to Indenture, 
 dated as of
February 5, 1997 
  
  
  







 SUPPLEMENTAL INDENTURE, dated as of August 31,
2009 (this “Supplemental Indenture”) among POPULAR NORTH AMERICA, INC. (f/k/a BanPonce Financial Corp.), a Delaware corporation (the “Company”),
having its principal office at 521 Fellowship Road, Mount Laurel, New Jersey 08054, POPULAR, INC. (f/k/a BanPonce Corporation), a Puerto Rico corporation (the “Guarantor”)
having its principal place of business at 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, and THE BANK OF NEW YORK MELLON (as
successor to The First National Bank of Chicago), as trustee (hereinafter called the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company, the Guarantor and the
Trustee entered into the Junior Subordinated Indenture, dated as of February 5, 1997 (the “Indenture”), providing for the issuance of the Company’s 8.327% Junior Subordinated Deferrable Interest Debentures due 2027 (the
“Debentures”). 
 Pursuant to an Agreement of Merger, dated as of August 31, 2009 (the “Agreement of
Merger”), between BanPonce Trust I, a Delaware statutory trust (the “Trust”) and New BanPonce Trust I, a statutory trust established pursuant to the Delaware Statutory Trust Act by the entering into that certain Trust
Agreement, dated as of August 28, 2009, and by the execution and filing the Certificate of Trust, filed on August 28, 2009 (the “New Trust”), and a Certificate of Merger filed with the Secretary of State of the State of
Delaware at the Effective Time (as defined in the Agreement of Merger), the Trust merged with and into the New Trust at the Effective Time and each Capital Security issued and outstanding immediately prior to the Effective Time was converted at the
Effective Time into one 8.327% Capital Security (Liquidation Amount $1,000 per preferred security) of the New Trust (the “New Capital Securities”) and each Common Security issued and outstanding immediately prior to the Effective
Time was converted at the Effective Time into one Common Security (Liquidation Amount $1,000 per security) of the New Trust (the “New Trust Common Securities” and, together with the New Capital Securities, the “New Trust
Securities”). 
 Section 9.1 of the Indenture provides that the Company, the Guarantor and the Trustee may, without the consent
of any Holder, enter into a supplemental indenture to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters
or questions arising under the Indenture which shall not be inconsistent with the provisions of the Indenture or to make any other changes, provided that such action shall not adversely affect the interest of the Holders of Securities of any series
in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as any of the corresponding series of Capital Securities issued by such Issuer Trust shall remain outstanding, the holders of such
Capital Securities. 
 The Company and the Guarantor delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate
pursuant to Section 9.3 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Supplemental Indenture have been complied with. 
 The Company and the Guarantor have requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements on the
Trustee’s part necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its
terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects. 







 NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debentures, as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.1. Definitions For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires: 
 (a) Terms defined in the Indenture or the New Amended Trust Agreement (as defined herein) have
the same meaning when used in this Supplemental Indenture unless otherwise specified herein. 
 (b) The terms defined in this
Article have the meanings assigned to them in this Article, and include the plural as well as the singular. 
 (c) The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article,
Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture. 
 “New Guarantee
Agreement” means the Guarantee Agreement between the Company, as guarantor, the Guarantor, as additional guarantor, and The Bank of New York Mellon, as guarantee trustee, dated as of August 31, 2009. 
 “New Amended Trust Agreement” means the Amended and Restated Trust Agreement, dated as of August 31, 2009, among the Company, as
Depositor, the Guarantor, as guarantor, The Bank of New York Mellon, as the Property Trustee, BNY Mellon Trust of Delaware, as the Delaware Trustee, the Administrative Trustees named therein, and the Several Holders (as defined therein). 

ARTICLE II 
 AMENDMENTS

 Section 2.1. Amendments 
 (a) From and after the Effective Time, each reference in the Indenture or the Debentures to the Trust Agreement shall be deemed to be a reference to the New Amended Trust Agreement, each reference in the Indenture or the Debentures to the
Trust shall be deemed to be a reference to the New Trust, each reference in the Indenture or the Debentures to the Capital Securities shall be deemed to be a reference to the New Capital Securities, each reference in the Indenture or the Debentures
to the Common Securities shall be deemed to be a reference to the New Trust Common Securities and each reference in the Indenture or the Debentures to the Trust Securities shall be deemed to be a reference to the New Trust Securities. 
 (b) Upon the cancellation of any Debentures pursuant to Section 3.10 of the Indenture following any exchange of New Capital Securities and New Trust
Common Securities for Debentures 

  

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pursuant to Section 4.8 of the New Amended Trust Agreement, the Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made
on the certificate evidencing the Debentures to evidence the reduction in the principal amount thereof resulting from such cancellation. 
 ARTICLE III 
 MISCELLANEOUS 
 Section 3.1. Effectiveness 
 This Supplemental Indenture will become effective upon its execution
and delivery. 
 Section 3.2. Successors and Assigns 
 All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental Indenture, by the Company will bind its successors and
assigns, whether so expressed or not. 
 Section 3.3. Further Assurances 
 The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel
may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Supplemental Indenture. 
 Section 3.4. Effect of Recitals 
 The recitals contained herein will be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. 
 Section 3.5. Ratification of Indenture 
 The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture will be deemed
part of the Indenture in the manner and to the extent herein and therein provided. 
 Section 3.6. Governing Law 
 This Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York. 
 * * * * 
 This instrument may be executed in
any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. 
  


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

					
	POPULAR NORTH AMERICA, INC.
		
	By	 	/s/ Jorge A. Junquera
		 	Name:	 	Jorge A. Junquera
		 	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	Attest:
		
	By:	 	/s/ Francisco Pericás

  

					
	POPULAR, INC.
		
	By	 	/s/ Jorge A. Junquera
		 	Name:	 	Jorge A. Junquera
		 	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	Attest:
		
	By:	 	/s/ Francisco Pericás

  

					
	 THE BANK OF NEW YORK
MELLON,
as Trustee

		
	By	 	/s/ Joellen McNamara
		 	Name:	 	Joellen McNamara
		 	Title:	 	Senior Associate


 [Signature Page – BanPonce Trust I 
 Supplemental Indenture]