EX-10.1 BRIDGE FACILITY AGREEMENT



 



Exhibit 10.1











EXECUTION VERSION




Bridge Facility Agreement




Dated 03 October 2007



Santander BanCorp (“Santander”)

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

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

National Australia Bank Limited, acting through its offshore banking unit

(ABN 12 004 044 937) (“Bank”)




Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place 

Sydney NSW 2000

Australia
 T +61 2 9296 2000 
F +61
2 9296 3999
 DX 113
Sydney

www.mallesons.com




 









 





Bridge Facility Agreement

Contents




	 	 	 	 	 	 	 
	Details	 	 	1	 
	General terms	 	 	3	 
	 

	 	          1 Interpretation
	 	 	3	 
	1.1

	 	Definitions
	 	 	3	 
	1.2

	 	References to certain general terms
	 	 	7	 
	1.3

	 	Number
	 	 	8	 
	1.4

	 	Headings
	 	 	8	 
	 

	 	          2 The Facility and Facility Limits
	 	 	8	 
	2.1

	 	Bank to fund
	 	 	8	 
	2.2

	 	Maximum accommodation — Limits
	 	 	8	 
	2.3

	 	Liability of the Borrowers
	 	 	9	 
	2.4

	 	Purpose
	 	 	9	 
	2.5

	 	Facility Fee
	 	 	9	 
	 

	 	          3 Using the Facility
	 	 	10	 
	3.1

	 	Drawing down
	 	 	10	 
	3.2

	 	Requesting a drawdown
	 	 	10	 
	3.3

	 	Effect of a Drawdown Notice
	 	 	10	 
	3.4

	 	Conditions to drawdown
	 	 	10	 
	3.5

	 	Conditions to all drawdowns
	 	 	10	 
	3.6

	 	Benefit of conditions
	 	 	11	 
	 

	 	          4 Interest
	 	 	11	 
	4.1

	 	Interest charges
	 	 	11	 
	4.2

	 	When Interest Periods begin and end
	 	 	11	 
	 

	 	          5 Repaying and prepaying
	 	 	11	 
	5.1

	 	Repayment
	 	 	11	 
	5.2

	 	Prepayment
	 	 	11	 
	5.3

	 	Prepayments not available for redrawing
	 	 	12	 
	 

	 	          6 Payments
	 	 	12	 
	6.1

	 	Manner of payment
	 	 	12	 
	6.2

	 	Currency of payment
	 	 	12	 
	6.3

	 	No Withholding
	 	 	13	 
	 

	 	          7 Cancellation
	 	 	13	 
	 

	 	          8 Increased costs
	 	 	13	 
	8.1

	 	Compensation
	 	 	13	 
	8.2

	 	Possible minimisation
	 	 	14	 
	 

	 	          9 Illegality or impossibility
	 	 	14	 
	9.1

	 	Bank’s right to suspend or cancel
	 	 	14	 
	9.2

	 	Extent and duration
	 	 	14	 
	9.3

	 	Notice requiring prepayment
	 	 	15	 
	 

	 	          10 Representations and warranties
	 	 	15	 
	10.1

	 	Representations and warranties
	 	 	15	 
	10.2

	 	Repetition of representations and warranties
	 	 	16	 
	10.3

	 	Reliance
	 	 	16	 
	 

	 	          11 Undertakings
	 	 	17	 
	11.1

	 	General undertakings
	 	 	17	 
	 

	 	          12 Default
	 	 	17	 
	12.1

	 	Events of Default
	 	 	17	 
	12.2

	 	Consequences of default
	 	 	19	 







	 	 	 	 	 
	
ã Mallesons Stephen Jaques

9116365_5 nab santander —
	 	  Bridge Facility Agreement

  3 October 2007
	 	i







 








 







	 	 	 	 	 	 	 
	12.3

	 	Investigation of default
	 	 	19	 
	 

	 	          13 Early Repayment Event
	 	 	19	 
	13.1

	 	Early Repayment Event
	 	 	19	 
	13.2

	 	Consequences of Early Repayment Event
	 	 	20	 
	13.3

	 	No default
	 	 	20	 
	 

	 	          14 Costs and indemnities
	 	 	20	 
	14.1

	 	What the Borrowers agree to pay
	 	 	20	 
	14.2

	 	Indemnity
	 	 	20	 
	14.3

	 	Currency conversion on judgment debt
	 	 	21	 
	 

	 	          15 Interest on overdue amounts
	 	 	21	 
	15.1

	 	Obligation to pay
	 	 	21	 
	15.2

	 	Compounding
	 	 	21	 
	15.3

	 	Interest following judgment
	 	 	22	 
	 

	 	          16 Application of payments
	 	 	22	 
	 

	 	          17 Dealing with interests
	 	 	22	 
	17.1

	 	No dealing by Borrowers
	 	 	22	 
	17.2

	 	Dealings by Bank
	 	 	22	 
	 

	 	          18 Notices and other communications
	 	 	22	 
	18.1

	 	Form — all communications
	 	 	22	 
	18.2

	 	Form — communications sent by email
	 	 	23	 
	18.3

	 	Delivery
	 	 	23	 
	18.4

	 	When effective
	 	 	23	 
	18.5

	 	When taken to be received
	 	 	23	 
	18.6

	 	Receipt outside business hours
	 	 	24	 
	18.7

	 	Waiver of notice period
	 	 	24	 
	 

	 	          19 General
	 	 	24	 
	19.1

	 	Application to Transaction Documents
	 	 	24	 
	19.2

	 	Prompt performance
	 	 	24	 
	19.3

	 	Consents
	 	 	24	 
	19.4

	 	Certificates
	 	 	24	 
	19.5

	 	Set-off
	 	 	24	 
	19.6

	 	Discretion in exercising rights
	 	 	25	 
	19.7

	 	Partial exercising of rights
	 	 	25	 
	19.8

	 	No liability for loss
	 	 	25	 
	19.9

	 	Conflict of interest
	 	 	25	 
	19.10

	 	Remedies cumulative
	 	 	25	 
	19.11

	 	Indemnities
	 	 	25	 
	19.12

	 	Rights and obligations are unaffected
	 	 	25	 
	19.13

	 	Inconsistent law
	 	 	25	 
	19.14

	 	Supervening legislation
	 	 	25	 
	19.15

	 	Time of the essence
	 	 	26	 
	19.16

	 	Variation and waiver
	 	 	26	 
	19.17

	 	Confidentiality
	 	 	26	 
	19.18

	 	Further steps
	 	 	26	 
	19.19

	 	Counterparts
	 	 	27	 
	19.20

	 	Contracts (Rights of Third Parties) Act 1999 (UK)
	 	 	27	 
	19.21

	 	Governing law
	 	 	27	 
	19.22

	 	Serving documents
	 	 	27	 
	Schedule 1 — Conditions precedent (clause 3.4)	 	 	28	 
	Schedule 2 — Drawdown Notice (clause 3)	 	 	30	 
	Signing page	 	 	31	 






	 	 	 	 	 
	ã Mallesons Stephen Jaques

9116365_5 nab santander —
	 	  Bridge Facility Agreement

  3 October 2007
	 	ii







 











 





Bridge Facility Agreement




Details




Parties




	 	 	 	 	 
	 
	 
	 	 	 	 
	Parties	 	Santander BanCorp, Santander FS and Bank
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Santander 

BanCorp

	 	Name
	 	Santander BanCorp
	 
	 	 	 	 
	 

	 	Co. No.
	 	IRS TAX ID: 66-0573723
	 
	 	 	 	 
	 

	 	Incorporated
	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 

	 	Address
	 	207 Ponce de Leon Avenue
	 

	 	 	 	4th Floor
	 

	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 

	 	Fax
	 	+1-787-777-4191
	 
	 	 	 	 
	 

	 	Telephone
	 	+1- 787-777-4486
	 
	 	 	 	 
	 

	 	Email
	 	fbruno@bspr.com
	 
	 	 	 	 
	 

	 	Attention
	 	Fernando L. Bruno
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Santander FS

	 	Name
	 	Santander Financial Services, Inc.
	 
	 	 	 	 
	 

	 	Co. No.
	 	IRS TAX ID: 66-0422347
	 
	 	 	 	 
	 

	 	Incorporated
	 	Commonwealth of Puerto Rico
	 
	 	 	 	 
	 

	 	Address
	 	207 Ponce de Leon Avenue
	 

	 	 	 	4th Floor
	 

	 	 	 	San Juan, PR 00918
	 
	 	 	 	 
	 

	 	Fax
	 	+1-787-777-4191
	 
	 	 	 	 
	 

	 	Telephone
	 	+1-787-777-4486
	 
	 	 	 	 
	 

	 	Email
	 	fbruno@bspr.com
	 
	 	 	 	 
	 

	 	Attention
	 	Fernando L. Bruno
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Bank

	 	Name
	 	National Australia Bank Limited, acting through its offshore banking unit
	 
	 	 	 	 
	 

	 	ABN
	 	12 004 044 937
	 
	 	 	 	 
	 

	 	Incorporated in
	 	The Commonwealth of Australia






	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	1	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement

	 	 	 
	 	 	 	 






 









 






	 	 	 	 	 
	 

	 	Address
	 	Offshore Banking Unit
	 

	 	 	 	Level 31
	 

	 	 	 	500 Bourke Street
	 

	 	 	 	Melbourne VIC 3000
	 

	 	 	 	Australia
	 
	 	 	 	 
	 

	 	Fax
	 	+61 3 8641 0560
	 
	 	 	 	 
	 

	 	Telephone
	 	+61 3 8641 4355
	 
	 	 	 	 
	 

	 	Email
	 	obu@nab.com.au
	 
	 	 	 	 
	Date of
agreement

	 	See Signing page	 	 
	 
	 	 	 	 
	Summary of facility
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Facility

	 	Facility Limit
	 	US$700,000,000
	 
	 	 	 	 
	 

	 	Santander

BanCorp Facility

Limit
	 	US$235,000,000
	 
	 	 	 	 
	 

	 	Santander FS

Facility Limit
	 	US$465,000,000
	 
	 	 	 	 
	 

	 	Availability

Period
	 	The period from 3 October 2007 to 23 March
2008
	 
	 	 	 	 
	 

	 	Maturity Date
	 	24 March 2008
	 
	 	 	 	 
	 

	 	Margin
	 	0.265% per annum
	 
	 	 	 	 
	 

	 	Interest

Payment Dates
	 	Subject to clause 4.2, the 24th of each calendar
month, and the Maturity Date (subject to clause
6.1(a))
	 
	 	 	 	 
	 

	 	Facility Fee
	 	Nil
	 
	 	 	 	 
	 

	 	Purpose
	 	To refinance borrowings from Banco Santander
Puerto Rico used to pay the amounts due to the
Bank under the 2006 Bridge Facility
Agreement, and for general corporate purposes.






	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	2	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 







 











 





Bridge Facility Agreement




General terms



      






	1	 	Interpretation
	 
	1.1	 	Definitions






These meanings apply unless the contrary intention appears:




2006 Bridge Facility Agreement means the Bridge Facility Agreement between the
parties dated 21 December 2006, as amended by deeds dated 16 March and 20 June
2007.




Amount Owing means the total of all amounts which are then due for payment, or
which will or may become due for payment, in connection with any Transaction
Document (including transactions in connection with them) to the Bank.




Authorised Officer means:




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






Availability Period means the period from 3 October 2007 to 23 March 2008.




Bank means the person so described in the Details.




Borrower means Santander BanCorp or Santander FS, as the context requires.




Borrowers means Santander BanCorp and Santander FS.




Business Day means a day on which banks are open for general banking business in
Melbourne, Australia, Madrid, Spain and New York, New York (not being a
Saturday, Sunday or public holiday in any such place).




Banco Santander means Banco Santander SA.




BS Guarantee means the letter of guarantee dated on or about the date of this
Bridge Facility Agreement, given by Banco Santander in favour of the Bank.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	3	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







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 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.




Deposit Agreement means an agreement called “Deposit and Set-off Agreement”
between Banco Santander and the Bank dated on or about the date of this
agreement.




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.




Early Repayment Event has the meaning given in clause 13.1.




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.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	4	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	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 NAB); or
	 
	 	(d)	 	an application or order has been made (and, in the case of an
application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal
put forward, or any other action taken, in each case in connection with that person, which is
preparatory to or could result in any of (a), (b) or (c) above; or
	 
	 	(e)	 	it is otherwise unable to
pay its debts when they fall due; or
	 
	 	(f)	 	something having a substantially similar effect to (a) to
(e) happens in connection with that person under the law of any jurisdiction.






Interest Payment Date means each date shown as such in the Details.




Interest Period means, subject to clause 4.2, a period of 1 month.




Interest Rate means LIBOR plus the Margin.




LIBOR means, for any date (“Relevant Date”) and period (“Relevant Period”) and
amount (“Relevant Amount”), the rate for deposits in US dollars for the Relevant
Period (or nearest period) which appears on the Reuters Page LIBOR01 as of
11:00am, London time, on the day that is two London banking days preceding the
Relevant Date. If such rates does not appear on the Reuters Page LIBOR01, the
rate for the Relevant Date will be determined on the basis of the rates at which
deposits in US dollars are offered by the Reference Banks at approximately
11:00am., London time, on the day that is two London banking days preceding the
Relevant Date to prime banks in the London interbank market for the Relevant
Period commencing on the Relevant Date and in the Relevant Amount. The Bank will
request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided,



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	5	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







the rate for the Relevant Date will be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the rate for the Relevant
Date will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the parties, at approximately 11:00am., New York City time, on
the Relevant Date for loans in US dollars to leading European banks for the
Relevant Period commencing on the Relevant Date and in the Relevant Amount.




Limit means:




	 	(a)	 	the Facility Limit;
	 
	 	(b)	 	the Santander BanCorp Facility Limit; and
	 
	 	(c)	 	Santander FS Facility Limit,
	 
	 	or any of them, as the
context requires.






Material Adverse Effect means a material adverse effect on:




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






Margin means a margin of 0.265% per annum.




Maturity Date means 24 March 2008.




Moody’s means Moody’s Investors Service, Inc. and any successor or
successors.




Potential Event of Default means an event which, with the giving of notice, lapse
of time or fulfilment of any condition, would be likely to become an Event of
Default.




Reference Banks means four major banks in the London interbank market selected
by the Bank.




S&P means Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc., and any successor or successors.




Santander BanCorp Facility means the facility made available to Santander BanCorp
under this agreement.




Santander BanCorp Facility Limit means US$235,000,000.




Santander FS Facility means the facility made available to Santander FS under
this agreement.




Santander FS Facility Limit means US$465,000,000.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	6	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







Santander Group means the corporate group comprising Banco Santander and its
consolidated Subsidiaries.




Subsidiary of an entity means another entity which:




	 	(a)	 	is a subsidiary of the first entity within the meaning of any applicable legislation,
if the context requires it; or
	 
	 	(b)	 	is part of the consolidated entity constituted by the
first entity and the entities it is required to include in the consolidated financial
statements it prepares, or would be if the first entity was required to prepare
consolidated financial statements.






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




Transaction Documents means:




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






	1.2	 	References to certain general terms






Unless the contrary intention appears, in this agreement:




	 	(a)	 	a reference to a group of persons is a reference to any two or more of them jointly and
to each of them individually;
	 
	 	(b)	 	an agreement, representation or warranty in favour of two
or more persons is for the benefit of them jointly and each of them individually;
	 
	 	(c)	 	an
agreement, representation or warranty by two or more persons binds them jointly and each of
them individually but an agreement, representation or warranty by the Bank binds the Bank
individually only;
	 
	 	(d)	 	a reference to any thing (including an amount) is a reference to the
whole and each part of it;





	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques
	 	 	  Bridge Facility Agreement	 	 	7	 
	9116365_5 NAB Santander —
	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







	 	(e)	 	a reference to a document (including this agreement) includes any variation or
replacement of it;
	 
	 	(f)	 	the word “law” includes common law, principles of equity, and laws
made by parliament (and laws made by parliament include State, Territory and Commonwealth
laws and regulations and other instruments under them, and consolidations, amendments,
re-enactments or replacements of any of them);
	 
	 	(g)	 	a reference to United States dollars,
dollars, $ or US$ is a reference to the lawful currency of the United States of America;
	 
	 	(h)	 	a reference to a time of day is a reference to Melbourne time;
	 
	 	(i)	 	the word “person”
includes an individual, a firm, a body corporate, an unincorporated association and an
authority;
	 
	 	(j)	 	a reference to a particular person includes the person’s executors,
administrators, successors, substitutes (including persons taking by novation) and assigns;
	 
	 	(k)	 	the words “including”, “for example” or “such as” when introducing an example, do not
limit the meaning of the words to which the example relates to that example or examples of
a similar kind;
	 
	 	(l)	 	an Event of Default or Potential Event of Default is “continuing” if it
has not been waived by, or remedied to the satisfaction of, the Bank.






	1.3	 	Number






The singular includes the plural and vice versa.




	1.4	 	Headings






Headings (including those in brackets at the beginning of paragraphs) and the
Summary in the Details are for convenience only and do not affect the
interpretation of this agreement.



      





	2	 	The Facility and Facility Limits
	 
	2.1	 	Bank to fund






The Bank agrees to provide the financial accommodation requested by the
Borrowers under this agreement.




	2.2	 	Maximum accommodation — Limits






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





	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques
	 	 	  Bridge Facility Agreement	 	 	8	 
	9116365_5 NAB Santander —
	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







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






	 	(c)	 	To avoid doubt:






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






	2.3	 	Liability of the Borrowers






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




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






Subject only to clause 2.5, the Borrowers are jointly and severally liable to
pay all other amounts payable under the Transaction Documents (including amounts
payable under indemnities to the extent they do not comprise amounts in the
nature of those described in paragraphs (a) or (b) or Facility
Fee under clause 2.5), other than the deposit contemplated by the Deposit
Agreement.




	2.4	 	Purpose






Drawings under the Facilities may only be used to refinance borrowings from Banco
Santander Puerto Rico used to pay the amounts due to the Bank under the 2006 Bridge
Facility Agreement, and for general corporate purposes, and for no other purpose.




	2.5	 	Facility Fee






No Facility fee is payable in connection with the Facilities.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques
	 	 	  Bridge Facility Agreement
	 	 	9	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







	3	 	Using the Facility
	 
	3.1	 	Drawing down






The Borrowers need not use the Facility. However, if a Borrower wants to use a
Facility, a Borrower may do so by a single drawdown. The undrawn part of a
Facility is automatically cancelled after the Drawing is made.




	3.2	 	Requesting a drawdown






If a Borrower wants a drawdown, it agrees to give a Drawdown Notice to the Bank by
11.00 am (Melbourne time) on the second Business Day before the day it wants the
drawdown, or any later time agreed by the Bank. Each Borrower must provide its own
Drawdown Notice.




	3.3	 	Effect of a Drawdown Notice






A Drawdown Notice is effective when the Bank actually receives it in legible form.
An effective Drawdown Notice is irrevocable.




	3.4	 	Conditions to drawdown






Neither Borrower may request a drawdown until the Bank has received every item
listed in Schedule 1 (“Conditions precedent”) in form and substance satisfactory
to the Bank. Any item required to be certified must be certified by a secretary or
a director of the applicable Borrower as being true and complete as at a date no
earlier than the date of this agreement. The Bank agrees to notify the applicable
Borrower as soon as practicable after the Bank receives the final item.




	3.5	 	Conditions to all drawdowns






The Bank need not provide any financial accommodation unless:




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





	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	10	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







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






	3.6	 	Benefit of conditions






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



      






	4	 	Interest
	 
	4.1	 	Interest charges






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




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






	4.2	 	When Interest Periods begin and end






	 	(a)	 	The first Interest Period for a Drawing begins on the Drawdown Date and ends on the
first 24th of the month to occur after that date.
	 
	 	(b)	 	Each subsequent Interest Period
begins on the day when the preceding Interest Period for the Drawing ends.
	 
	 	(c)	 	An Interest Period which would otherwise end on a day which is not a Business
Day ends on the previous Business Day.
	 
	 	(d)	 	However, an Interest Period which would otherwise end after the Maturity
Date ends on the Maturity Date.





      






	5	 	Repaying and prepaying
	 
	5.1	 	Repayment






Each Borrower agrees to repay the Drawing in full on the Maturity Date.




	5.2	 	Prepayment






A Borrower may prepay the Drawing in full (but not in part) by notifying the
proposed prepayment to the Bank by 11.00 am (Melbourne time) on the third Business
Day before the prepayment (once given, a notice of prepayment is irrevocable and
the Borrower is obliged to prepay in accordance with the notice).




Interest accrued on the prepaid Drawing (or part) must be paid at the same time
as the Drawing is prepaid.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques
	 	 	  Bridge Facility Agreement	 	 	11	 
	9116365_5 NAB Santander —
	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 







 











 






	 	 	If the prepayment is made on an Interest Payment Date, no break costs or other
fees or charges are payable. However, if a Borrower prepays on a day other than
an Interest Payment Date, it may be liable for break costs — see clause 14.2
(“Indemnity”).
	 
	5.3	 	Prepayments not available for redrawing
	 
	 	 	Amounts prepaid may not be redrawn.
	 
	6	 	Payments
	 
	6.1	 	Manner of payment
	 
	 	 	Unless a provision of a Transaction Document expressly states otherwise, each Borrower
agrees to make payments (including payments by way of reimbursement) under each Transaction
Document:






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





			
	 	 	 
	Bank:
	 	Citibank NA, New York
	 	 	 
	Swift:
	 	CITIUS33
	 	 	 
	ABA:
	 	21000089
	 	 	 
	For account of:
	 	National Australia Bank Ltd

(Offshore Banking Unit)
	 	 	 
	Account No.:
	 	36244285
	 	 	 
	Reference:
	 	OBU/Santander







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





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	12	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







	 	 	However, if the Bank receives an amount in a currency other than that in which it is due:






	 	(a)	 	it may convert the amount received into the due currency (even though it may be
necessary to convert through a third currency to do so) on the day and at such rates
(including spot rate, same day value rate or value tomorrow rate) as it reasonably
considers appropriate. It may deduct its usual Costs in connection with the conversion; and
	 
	 	(b)	 	a Borrower satisfies its obligation to pay in the due currency
only to the extent of the amount of the due currency obtained from the conversion after
deducting the Costs of the conversion.






	6.3	 	No Withholding
	 
	 	 	All payments to be made by a Borrower must be made without set-off or
counter-claim, and be free and clear of any withholding or deduction for Taxes
unless prohibited by law. If any deduction is required by law, the relevant
Borrower will make the deduction, pay any Taxes, and pay to the Bank further
amount(s) sufficient to ensure that the Bank receives the same net amount as it
would have received if no deduction had been made.
	 
	7	 	Cancellation
	 
	 	 	Before a Drawing is made, a Borrower may cancel an undrawn Facility in whole or
in part by notifying the Bank on or before the third Business Day before the
cancellation is to take effect. A partial cancellation must be at least
US$1,000,000 and a whole multiple of US$1,000,000. Once given, the notice is
irrevocable. The relevant Limits reduce by the amount of any cancellation.
	 
	8	 	Increased costs
	 
	8.1	 	Compensation
	 
	 	 	Each Borrower agrees to compensate the Bank on demand if the Bank
determines that:






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






	 	 	directly or indirectly:






	 	(i)	 	increases the cost of the Facility to the Bank or any of its Related Entities; or





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	13	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 











 









 






	 	(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 or
any tax imposed on the Bank as a result of conducting business operations in
Puerto Rico.
	 
	 	 	The Bank shall notify the Borrowers of any event occurring after the date of this
agreement entitling the Bank to compensation under this clause 8.1 as promptly as
practicable, but in any event within 30 days after the Bank
obtains actual knowledge thereof, provided that if the Bank fails to give such
notice to the Borrowers within 30 days after it obtains actual knowledge of such
event, the Bank shall only be entitled to payment under clause 8.1 for costs or
other amounts incurred or payable from and after the date that is 30 days prior to
the date of actual notice to the Borrowers.
	 
	 	 	Compensation need not be in the form of a lump sum and may be demanded as a
series of payments.
	 
	8.2	 	Possible minimisation
	 
	 	 	Each Borrower agrees to compensate the Bank whether or not the increase or
reduction could have been avoided. However, if a Borrower asks, the Bank agrees to
consider ways of minimising any increase or reduction.
	 
	9	 	Illegality or impossibility
	 
	9.1	 	Bank’s right to suspend or cancel
	 
	 	 	This clause 9 applies if the Bank determines that:






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






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





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
 Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	14	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






	 	(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 30 Business Days after receiving the notice (or, if earlier, on the date the
illegality or impossibility arises).
	 
	10	 	Representations and warranties
	 
	10.1	 	Representations and warranties
	 
	 	 	Each Borrower represents and warrants in respect of itself that:






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






	 	(i)	 	complies with any applicable accounting standards; and





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	15	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 











 









 






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






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





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	16	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 







 









 









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






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






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





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	17	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






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






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






	 	(i)	 	(appointment of manager) a person is appointed under legislation to manage any part of the
affairs of a Borrower or Banco Santander; or
	 
	 	(j)	 	(Material Adverse Effect) an event occurs which has, or is likely to have (or a series of
events occur which, together, have, or are likely to have), a Material Adverse Effect; or





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	18	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






	 	(k)	 	(no Deposit) subject to clause 2.2 of the Deposit Agreement, Banco Santander fails to
place the Deposit Amount in the Deposit Account by the Deposit Date (as each of those terms
is defined in the Deposit Agreement) in accordance with the Deposit Agreement; or
	 
	 	(l)	 	(non-compliance with other obligations) a Borrower or Banco Santander does not comply
with any other obligation under any Transaction Document and, if the non-compliance can be
remedied, does not remedy the non-compliance within ten days.






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






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






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






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






	 	 	The Bank may make either or both of these declarations. The making of either
of them gives immediate effect to its provisions.
	 
	12.3	 	Investigation of default
	 
	 	 	If the Bank reasonably believes that an Event of Default is, or may be,
continuing, the Bank may appoint a person to investigate this. Each Borrower
agrees to co-operate with the person and comply with every reasonable request
they make. If there is or was an Event of Default, the Borrowers agree to pay
all Costs in connection with the investigation.
	 
	13	 	Early Repayment Event
	 
	13.1	 	Early Repayment Event
	 
	 	 	It is an Early Repayment Event if, by 5.00pm (Melbourne time) on 31 October 2007 (or a
later time agreed in writing between the Bank and Banco Santander), the Bank and Banco
Santander have not either:






	 	(a)	 	agreed in writing the “Deposit Rate” for the purposes of the Deposit Agreement; or
	 
	 	(b)	 	agreed and fully documented alternative security to that contemplated by the Deposit
Agreement, which alternative security and documentation is satisfactory in form and
substance to the Bank in its absolute discretion.





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	19	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 







 









 









	13.2	 	Consequences of Early Repayment Event
	 
	 	 	If an Early Repayment Event occurs, then the Bank may, at any time after that event occurs,
declare by written notice to the Borrowers that:






	 	(a)	 	subject to clause 2.3, an amount equal to the Amount Owing is payable in full by a time
and date set out in that notice (which must be no earlier than 30 days after the date of
that notice); and
	 
	 	(b)	 	the Bank’s obligations under this agreement specified in the notice are terminated.






	 	 	The Bank is not obliged to make this declaration, but the making of it gives
immediate effect to its provisions. The Borrowers agree to comply strictly with
any such declaration and notice.
	 
	13.3	 	No default
	 
	 	 	To avoid doubt, the occurrence of an Early Repayment Event, in and of itself, does
not constitute an Event of Default or any other default or breach by any
party of an obligation under a Transaction Document.
	 
	14	 	Costs and indemnities
	 
	14.1	 	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.
	 
	14.2	 	Indemnity
	 
	 	 	The Borrowers indemnify the Bank against any liability or loss arising from, and any Costs
incurred in connection with:






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





	 	 	 	 	 	 	 	 
	 	 	 	 
	
ã 
Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	20	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 







 











 






originate from the offices of a Borrower or to be given by an Authorised Officer of a
Borrower; or




	 	(d)	 	an Event of Default; or
	 
	 	(e)	 	the Bank exercising or attempting to exercise
a right or remedy in connection with a Transaction Document after an Event of Default; or
	 
	 	(f)	 	any indemnity the Bank gives a controller or administrator of the Borrowers.






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




	14.3	 	Currency conversion on judgment debt






If a judgment, order or proof of debt for an amount in connection with a Transaction
Document is expressed in a currency other than that in which the amount is due under the
Transaction Document, then the Borrowers indemnify the Bank against:




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






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



      





	15	 	Interest on overdue amounts






	15.1	 	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.




	15.2	 	Compounding






Interest payable under clause 15.1 (“Obligation to pay”) which is not paid when due
for payment may be added to the overdue amount by the Bank at intervals which the
Bank determines from time to time or, if no determination



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	21	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






is made, every 30 days. Interest is payable on the increased overdue amount at the
Default Rate in the manner set out in clause 15.1 (“Obligation to pay”).




	15.3	 	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.



      





	16	 	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.



      





	17	 	Dealing with interests






	17.1	 	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.




	17.2	 	Dealings by Bank






The Bank may assign or otherwise deal with its rights under the Transaction
Documents (including by assignment or participation) without the consent. of any
person, provided, however, that the Bank may not assign its rights under the
Transaction Documents to any member of the Santander Group without the Borrowers’
written consent.



      





	18	 	Notices and other communications






	18.1	 	Form — all communications






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


 
	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	22	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 







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.




	18.2	 	Form — communications sent by email






Communications sent by email need not be marked for attention in the way stated
in clause 18.1 (“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.




	18.3	 	Delivery






Communications must be:




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






However, if the intended recipient has notified a changed address or fax number, then
communications must be to that address or number.



	18.4	 	When effective






Communications take effect from the time they are received or taken to be
received under clause 18.5 (“When taken to be received”) (whichever happens
first) unless a later time is specified.




	18.5	 	When taken to be received






Communications are taken to be received:




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






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






whichever happens first.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	23	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






	18.6	 	Receipt outside business hours






Despite clauses 18.4 (“When effective”) and 18.5 (“When taken to be received”),
if communications are received or taken to be received under clause 18.5 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.




	18.7	 	Waiver of notice period






The Bank may waive a period of notice required to be given by a Borrower under
this agreement.



      





	19	 	General






	19.1	 	Application to Transaction Documents






If anything in this clause 19 (“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.




	19.2	 	Prompt performance






Subject to clause 19.15 (“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.






	19.3	 	Consents






The Borrowers agree to comply with all conditions in any consent the Bank gives
in connection with a Transaction Document.




	19.4	 	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.




	19.5	 	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.


 
	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	24	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






	19.6	 	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).




	19.7	 	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.




	19.8	 	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.




	19.9	 	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.




	19.10	 	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.




	19.11	 	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.




	19.12	 	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.




	19.13	 	Inconsistent law






To the extent permitted by law, each Transaction Document prevails to the extent
it is inconsistent with any law.




	19.14	 	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.



	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	25	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 





 









 






	19.15	 	Time of the essence






Time is of the essence in any Transaction Document in respect of an
obligation of a Borrower to pay money.




	19.16	 	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.




	19.17	 	Confidentiality






Each party agrees not to disclose information provided by any other party that is not
publicly available (including the existence or contents of any Transaction Document)
except:




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




Each party consents to disclosures made in accordance with this clause 19.17.



 
	19.18	 	Further steps






The Borrowers agree to do anything the Bank asks (such as obtaining consents, signing and
producing documents and getting documents completed and signed):




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








	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	26	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 











	19.19	 	Counterparts






This agreement may consist of a number of copies, each signed by one or more
parties to the agreement. If so, the signed copies are treated as making up the
one document.




	19.20	 	Contracts (Rights of Third Parties) Act 1999 (UK)






A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of this
Agreement.




	19.21	 	Governing law






Each Transaction Document is governed by the law in force in England and Wales
and the Borrowers and the Bank submit to the non-exclusive jurisdiction of the
courts of England and Wales and Victoria, Australia.




	19.22	 	Serving documents






Without preventing any other method of service, any document in a court action may
be served on a party by being delivered to or left at that party’s address for
service of notices under clause 18.3 (“Delivery”). The Borrowers have appointed Jim
Inches of the Loan Administration Department of the London Branch of Banco
Santander located at 100 Ludgate Hill, London EC4M 7NJ as their agent for receipt
of process in England and Wales in relation to any proceedings before the English
courts in connection with any Transaction Document, and represent he has agreed to
so act. The Borrowers agree that a failure by a process agent to notify the
relevant Borrower of the process will not invalidate the proceedings concerned.



EXECUTED as an agreement



 
	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	27	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 





Bridge Facility Agreement




Schedule 1 — Conditions precedent (clause 3.4)



Conditions to first drawdown





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





      




	 	 	 	 	 	 	 
	 

	 	Item
	 	Form
	 	Required for
	 
	 	 	 	 	 	 
	1

	 	Certificate signed by an Authorised
Officer confirming that its
Constitution/memorandum and articles
have not been changed since the date
they were given to the Bank in
connection with the 2006 Bridge
Facility Agreement
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 
	2

	 	A certificate of good standing in
relation to each Borrower
	 	Original
	 	Each Borrower
	 
	 	 	 	 	 	 
	3

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

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

	 	(b)   appointing Authorised Officers of
the entity.
	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	Specimen signature of
	 	Certified copy
	 	Each Borrower
	 
	 	 	 	 	 	 
	 

	 	(a)   each Authorised Officer of the
entity; and
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(b)   each other person who is
authorised to sign a Transaction
Document for the Borrowers.
	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	This agreement fully signed.
	 	Original
	 	Each Borrower
	 
	 	 	 	 	 	 
	6

	 	The BS Guarantee fully signed.
	 	Original
	 	Banco Santander
	 
	 	 	 	 	 	 
	7

	 	The Deposit Agreement fully signed.
	 	Original
	 	Banco Santander





 
	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	28	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 
	 

	 	Item
	 	Form
	 	Required for
	 
	 	 	 	 	 	 
	8

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





	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	29	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 








 











 





Bridge Facility Agreement




Schedule 2 — Drawdown Notice (clause 3)





	 	 	To: National Australia Bank

       Offshore Banking Unit 

       Level 31, 500 Bourke Street

       Melbourne, VIC 3000

       Australia





Attention: Associate




[Date]



Drawdown Notice — Bridge Facility Agreement between Santander BanCorp, Santander
Financial Services, Inc. and National Australia Bank Limited, acting through its offshore
banking unit, dated [          ] 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 	 	 
	Authorised Officer of

[Name of Borrower] 	 	 
	 



Instructions for completion





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





	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	30	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement
	 	 	 	 	 	 	 






 









 






Signing page




DATED:
03 October 2007




	 	 	 	 	 	 	 
	SIGNED for and on behalf of
	 	)	 	 	 	 
	SANTANDER BANCORP
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	/s/
Carlos M. García
	 	)	 	/s/ José R.
González	 	 
	Signature
	 	)	 	Signature	 	 
	 
	 	)	 	 	 	 
	Name: Carlos
M. García
	 	)	 	Name: José R.
González	 	 
	Title: Senior Executive Vice
President and Chief Operating Officer
	 	 	 	Title: President and Chief
Executive Officer	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of
	 	)	 	 	 	 
	SANTANDER FINANCIAL
	 	)	 	 	 	 
	SERVICES, INC.
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	/s/
José R.
González
	 	)	 	/s/ Mariá Calero	 	 
	Signature
	 	)	 	Signature	 	 
	 
	 	)	 	 	 	 
	Name: José R.
González
	 	)	 	Name: Mariá Calero	 	 
	Title:
Director
	 	)	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	SIGNED
by James Macmillian
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	as attorney for NATIONAL
	 	)	 	 	 	 
	AUSTRALIA BANK LIMITED,
	 	)	 	 	 	 
	acting through its offshore banking
	 	)	 	 	 	 
	unit, under power of attorney dated
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	in the presence of:
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	 
	 	)	 	 	 	 
	/s/
Anesh Balgobind
	 	)	 	/s/ James Macmillan	 	 
	Signature of witness
	 	)	 	By executing this agreement the	 	 
	 
	 	)	 	attorney states that the attorney has	 	 
	Anesh
Balgobind
	 	 	 	received no notice of revocation of	 	 
	Name of witness (block letters)
	 	 	 	the power of attorney	 	 






	 	 	 	 	 	 	 	 
	 	 	 	 
	ã Mallesons Stephen Jaques

	 	 	  Bridge Facility Agreement
	 	 	31	 
	9116365_5 NAB Santander —

	 	 	  3 October 2007	 	 	 	 
	2007 Renewal Facility
	 	 	 	 	 	 	 
	Agreement