EX-10.1 BRIDGE FACILITY AGREEMENT



 




Exhibit 10.1



EXECUTION COPY




Bridge Facility Agreement




Dated September 21, 2007




Santander BanCorp (“Santander”)

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

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




Banco Santander Puerto Rico (“Bank”)




 









 





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
	 	 	8	 
	2.4 Purpose
	 	 	9	 
	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
	 	 	10	 
	3.6 Benefit of conditions
	 	 	10	 
	4 Interest
	 	 	10	 
	4.1 Interest charges
	 	 	10	 
	4.2 When Interest Periods begin and end
	 	 	10	 
	5 Repaying and prepaying
	 	 	11	 
	5.1 Repayment
	 	 	11	 
	5.2 Prepayment
	 	 	11	 
	5.3 Prepayments not available for redrawing
	 	 	11	 
	6 Payments
	 	 	11	 
	6.1 Manner of payment
	 	 	11	 
	6.2 No Withholding
	 	 	12	 
	7 Cancellation
	 	 	12	 
	8 Increased costs
	 	 	12	 
	8.1 Compensation
	 	 	12	 
	8.2 Possible minimization
	 	 	13	 
	9 Illegality or impossibility
	 	 	13	 
	9.1 Bank’s right to suspend or cancel
	 	 	13	 
	9.2 Extent and duration
	 	 	14	 
	9.3 Notice requiring prepayment
	 	 	14	 
	10 Representations and warranties
	 	 	14	 
	10.1 Representations and warranties
	 	 	14	 
	10.2 Repetition of representations and warranties
	 	 	15	 
	10.3 Reliance
	 	 	15	 
	11 Undertakings
	 	 	16	 
	11.1 General undertakings
	 	 	16	 






 









 






	 	 	 	 	 
	12 Default
	 	 	16	 
	12.1 Events of Default
	 	 	16	 
	12.2 Consequences of default
	 	 	18	 
	12.3 Investigation of default
	 	 	18	 
	13 Costs and indemnities
	 	 	18	 
	13.1 What the Borrowers agree to pay
	 	 	18	 
	13.2 Indemnity
	 	 	18	 
	14 Interest on overdue amounts
	 	 	19	 
	14.1 Obligation to pay
	 	 	19	 
	14.2 Compounding
	 	 	19	 
	14.3 Interest following judgment
	 	 	19	 
	15 Application of payments
	 	 	20	 
	16 Dealing with interests
	 	 	20	 
	16.1 No dealing by Borrowers
	 	 	20	 
	16.2 Dealings by Bank
	 	 	20	 
	17 Notices and other communications
	 	 	20	 
	17.1 Form — all communications
	 	 	20	 
	17.2 Form — communications sent by email
	 	 	20	 
	17.3 Delivery
	 	 	20	 
	17.4 When effective
	 	 	21	 
	17.5 When taken to be received
	 	 	21	 
	17.6 Receipt outside business hours
	 	 	21	 
	17.7 Waiver of notice period
	 	 	21	 
	18 General
	 	 	22	 
	18.1 Application to Transaction Documents
	 	 	22	 
	18.2 Prompt performance
	 	 	22	 
	18.3 Consents
	 	 	22	 
	18.4 Certificates
	 	 	22	 
	18.5 Set-off
	 	 	22	 
	18.6 Discretion in exercising rights
	 	 	22	 
	18.7 Partial exercising of rights
	 	 	22	 
	18.8 No liability for loss
	 	 	23	 
	18.9 Conflict of interest
	 	 	23	 
	18.10 Remedies cumulative
	 	 	23	 
	18.11 Indemnities
	 	 	23	 
	18.12 Rights and obligations are unaffected
	 	 	23	 
	18.13 Inconsistent law
	 	 	23	 
	18.14 Supervening legislation
	 	 	23	 
	18.15 Time of the essence
	 	 	23	 
	18.16 Variation and waiver
	 	 	23	 
	18.17 Further steps
	 	 	24	 
	18.18 Counterparts
	 	 	24	 
	18.19 Governing law
	 	 	24	 
	 
	 	 	 	 
	Schedule 1 - Conditions precedent (clause 3.4)
	 	 	1	 
	 
	 	 	 	 
	Schedule 2 - Drawdown Notice (clause 3)
	 	 	1	 
	 
	 	 	 	 
	Signature page
	 	 	2	 







 












 








Details




Parties




	 	 	 	 	 
	Parties	 	Santander, Santander FS and Bank
	 
	Santander BanCorp
	 	Name	 	Santander BanCorp
	 
	 	 	 	 
	 
	 	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	 	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	 	+1-787-777-4191
	 
	 	 	 	 
	 
	 	Telephone	 	+1-787-777-4486
	 
	 	 	 	 
	 
	 	Email	 	fbruno@bspr.com
	 
	 	 	 	 
	 
	 	Attention	 	Fernando L. Bruno
	 
	 	 	 	 
	Bank
	 	Name	 	Banco Santander Puerto Rico
	 
	 	 	 	 
	 
	 	IRS TAX ID	 	66-312389






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	Parties	 	Santander, Santander FS and Bank
	 
	 	Incorporated in	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 
	 	Address	 	207 Ponce de Leon Avenue
	 
	 	 	 	5th Floor
	 
	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 
	 	Fax	 	787-767-7913
	 
	 	 	 	 
	 
	 	Telephone	 	787-777-4534
	 
	 	 	 	 
	 
	 	Email	 	cmgarcia@bspr.com
	 
	 	 	 	 
	 
	 	Attention	 	Carlos M. García






Summary of facility




	 	 	 	 	 
	Facility

	 	Facility Limit
	 	 $680,000,000
	 
	 	 	 	 
	 

	 	Santander BanCorp Facility Limit
	 	 $235,000,000
	 

	 	Santander FS 
Facility Limit
	 	 $445,000,000
	 
	 	 	 	 
	 

	 	Availability Period
	 	The period from the date of
this agreement to September
30, 2007
	 
	 	 	 	 
	 

	 	Maturity Date
	 	October 3, 2007
	 
	 	 	 	 
	 

	 	Margin
	 	0.10% per annum
	 
	 	 	 	 
	 

	 	Purpose
	 	To refinance borrowings from
National Australia Bank
Limited, which were used to
refinance the outstanding
indebtedness incurred in
connection with an amended
and restated loan agreement
with Lloyds TBS Bank plc, and
for general corporate
purposes.







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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.
	 
	 	 	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 September 30,
2007.
	 
	 	 	Bank means the person so described above in the Details.
	 
	 	 	Borrower means Santander or Santander FS, as the context requires.
	 
	 	 	Borrowers means Santander 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).
	 
	 	 	BSCH means Banco Santander, SA.
	 
	 	 	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,
	 
	 	  (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




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		 	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.
	 
	 	 	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 the
Bank); or




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	 	(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 30 days.
	 
	 	 	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 U.S. 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 U.S. 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 U.S. dollars to leading European banks for the
Relevant Period commencing on the Relevant Date and in the Relevant Amount.
	 
	 	 	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.





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	 	 	Margin means a margin of 0.10% per annum.
	 
	 	 	Maturity Date means October 3, 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 fulfillment 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 under this
agreement.
	 
	 	 	Santander BanCorp Facility Limit means $235,000,000.
	 
	 	 	Santander FS Facility means the facility made available to Santander FS under this
agreement.
	 
	 	 	Santander FS Facility Limit means $445,000,000.
	 
	 	 	Santander Group means the corporate group comprising BSCH and its consolidated
Subsidiaries.
	 
	 	 	Security Agreement, Pledge and Assignment means the Security Agreement, Pledge and
Assignment dated on or about the date of this Bridge Facility Agreement, between BSCH 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
legislation, 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 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.






6











 






Transaction Documents means:




	 	(a)	 	this agreement;
	 
	 	(b)	 	any Drawdown Notice;
	 
	 	(c)	 	the Security Agreement, Pledge and Assignment;
	 
	 	(d)	 	any document which a Borrower or BSCH 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;
	 
	 	(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 an individual, a firm, a body corporate, an
unincorporated association and an authority;
	 
	 	(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.





7









 









	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 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 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.






	 	(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.






	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 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, are repayable or
payable (as the case may be) by Santander 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




8









 






	 	 	 	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.






Subject only to clause Error! Reference source not found., 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 borrowings from National
Australia Bank Limited, which were used to refinance the outstanding indebtedness incurred
in connection with an amended and restated loan agreement with Lloyds TBS Bank plc, and for
general corporate purposes, and for no other purpose.
	 
	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
(Puerto Rico time) 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 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




9









 






	 	(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 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 accommodation 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 accommodation being provided; and
	 
	 	(f)	 	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.




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	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 (Puerto Rico time) 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 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”).
	 
	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 am, Puerto Rico 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:




Swift:




ABA:




For account of:




Account No.:




Reference:



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	 	 	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	 	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






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.




12









 












	 	 	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, 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.




13









 












	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 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)	 	(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:






	 	(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






	 	(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




14









 






	 	(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 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:






	 	(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




15









 






	 	(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
	 
	 	(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
	 
	 	(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




16









 







	(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 BSCH
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 or Banco Santander becomes Insolvent; or
	 
	(f)	 	(ceasing business) a Borrower or BSCH 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)	 	(appointment of manager) a person is appointed under legislation to manage any
part of the affairs of a Borrower or BSCH; 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 BSCH 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.






	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.






17











 






	 	 	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 shall 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
	 
	 	(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 controller or administrator of the Borrowers.






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



18









 






	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 at intervals
which the Bank determines from time to time or, if no determination 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.
	 
	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.




19









 












	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 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:




20









 












	 	(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.




	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.




21









 












	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.
	 
	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.




22









 












	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.
	 
	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.




EXECUTED as an agreement





23









 








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(f))






	•	 	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

	 	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
BSCH 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.
	 	N/A
	 	BSCH and Each
Borrower
	 
	 	 	 	 	 	 
	5

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







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 — Bridge Facility Agreement between Santander BanCorp, Santander Financial
Services, Inc. and Banco Santander Puerto Rico, dated September 21, 2007 (“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 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: September 21, 2007
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	 	 	)	 	 	 	 	 	 	 
	SANTANDER BANCORP

	 	 	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	)	 	 	 	 	 	 	 
	/s/ José R. González

	 	 	 	 	)	 	 	 	 	/s/ María Calero	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	)	 	 	 	 	Signature	 	 
	Name: José R. González

	 	 	 	 	)	 	 	 	 	Name: María Calero	 	 
	Title: President

	 	 	 	 	)	 	 	 	 	Title: CAO	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	 	 	)	 	 	 	 	 	 	 
	SANTANDER FINANCIAL

	 	 	 	 	)	 	 	 	 	 	 	 
	SERVICES, INC.

	 	 	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	)	 	 	 	 	 	 	 
	/s/ José R. González

	 	 	 	 	)	 	 	 	 	María Calero	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	)	 	 	 	 	Signature	 	 
	Name: José R. González

	 	 	 	 	)	 	 	 	 	Name: María Calero	 	 
	Title: Chairman

	 	 	 	 	)	 	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	 	 	)	 	 	 	 	 	 	 
	BANCO SANTANDER PUERTO RICO

	 	 	 	 	)	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Carlos M. García

	 	 	 	 	)	 	 	 	 	/s/ Rafael S. Bonilla	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	)	 	 	 	 	Signature	 	 
	Name: Carlos M. García

	 	 	 	 	)	 	 	 	 	Name: Rafael S. Bonilla	 	 
	Title: SEVP & COO

	 	 	 	 	)	 	 	 	 	Title: SVP