Santander Bancorp 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

EXHIBIT 10.1

EXECUTION VERSION

Bridge Facility Agreement

Dated     21     December 2006

Santander BanCorp (“Santander”)
Santander Financial Services, Inc. (“Santander FS”)
(each a “Borrower” and together the “Borrowers”)
National Australia Bank Limited, acting through its offshore banking unit (ABN 12 004 044 937) (“Bank”)

Mallesons Stephen Jaques
Level 60
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.mallesons.com

Bridge Facility Agreement
Contents

Details		1
General terms		3
	1     Interpretation	3
1.1	Definitions	3
1.2	References to certain general terms	7
1.3	Number	8
1.4	Headings	8
	2     The Facility and Facility Limits	8
2.1	Bank to fund	8
2.2	Maximum accommodation — Limits	8
2.3	Liability of the Borrowers	9
2.4	Purpose	9
2.5	Facility Fee	9
	3     Using the Facility	10
3.1	Drawing down	10
3.2	Requesting a drawdown	10
3.3	Effect of a Drawdown Notice	10
3.4	Conditions to drawdown	10
3.5	Conditions to all drawdowns	10
3.6	Benefit of conditions	11
	4     Interest	11
4.1	Interest charges	11
4.2	When Interest Periods begin and end	11
	5     Repaying and prepaying	11
5.1	Repayment	11
5.2	Prepayment	11
5.3	Prepayments not available for redrawing	12
	6     Payments	12
6.1	Manner of payment	12
6.2	Currency of payment	12
6.3	No Withholding	13
	7     Cancellation	13
	8     Increased costs	13
8.1	Compensation	13
8.2	Possible minimisation	14
	9     Illegality or impossibility	14
9.1	Bank’s right to suspend or cancel	14
9.2	Extent and duration	14
9.3	Notice requiring prepayment	15
	10     Representations and warranties	15
10.1	Representations and warranties	15
10.2	Repetition of representations and warranties	16
10.3	Reliance	16
	11     Undertakings	16
11.1	General undertakings	16
	12     Default	17
12.1	Events of Default	17
12.2	Consequences of default	19

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12.3	Investigation of default	19
	13     Costs and indemnities	19
13.1	What the Borrowers agree to pay	19
13.2	Indemnity	19
13.3	Currency conversion on judgment debt	20
	14     Interest on overdue amounts	20
14.1	Obligation to pay	20
14.2	Compounding	20
14.3	Interest following judgment	21
	15     Application of payments	21
	16     Dealing with interests	21
16.1	No dealing by Borrowers	21
16.2	Dealings by Bank	21
	17     Notices and other communications	21
17.1	Form — all communications	21
17.2	Form — communications sent by email	22
17.3	Delivery	22
17.4	When effective	22
17.5	When taken to be received	22
17.6	Receipt outside business hours	23
17.7	Waiver of notice period	23
	18     General	23
18.1	Application to Transaction Documents	23
18.2	Prompt performance	23
18.3	Consents	23
18.4	Certificates	23
18.5	Set-off	23
18.6	Discretion in exercising rights	24
18.7	Partial exercising of rights	24
18.8	No liability for loss	24
18.9	Conflict of interest	24
18.10	Remedies cumulative	24
18.11	Indemnities	24
18.12	Rights and obligations are unaffected	24
18.13	Inconsistent law	24
18.14	Supervening legislation	24
18.15	Time of the essence	25
18.16	Variation and waiver	25
18.17	Confidentiality	25
18.18	Further steps	25
18.19	Counterparts	26
18.20	Contracts (Rights of Third Parties) Act 1999 (UK)	26
18.21	Governing law	26
18.22	Serving documents	26
Schedule 1 — Conditions precedent (clause 3.4)		27
Schedule 2 — Drawdown Notice (clause 3)		28
Signing page		29

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Bridge Facility Agreement

Details

Parties
Parties		Santander BanCorp, Santander FSandBank
Santander BanCorp	Name	Santander BanCorp
	Co. No.	IRS TAX ID: 66-0573723
	Incorporated	Commonwealth of Puerto Rico
	Address	207 Ponce de Leon Avenue 4th Floor San Juan, PR 00918
	Fax	+1-787-777-4191
	Telephone	+1- 787-777-4486
	Email	jperez1@bspr.com
	Attention	Juan Pablo Pérez
Santander FS	Name	Santander Financial Services, Inc.
	Co. No.	IRS TAX ID: 66-0422347
	Incorporated	Commonwealth of Puerto Rico
	Address	207 Ponce de Leon Avenue 4th Floor San Juan, PR 00918
	Fax	+1-787-777-4191
	Telephone	+1-787-777-4486
	Email	jperez1@bspr.com
	Attention	Juan Pablo Pérez
Bank	Name	National Australia Bank Limited, acting through its offshore banking unit
	ABN	12 004 044 937
	Incorporated in	The Commonwealth of Australia

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	Address	Offshore Banking Unit Level 33 500 Bourke Street Melbourne VIC 3000 Australia
	Fax	+61 3 8641 0560
	Telephone	+61 3 8641 4853
	Email	obu@nab.com.au
Date of agreement	See Signing page
Summary of facility
Facility	Facility Limit	US$800 million
	Santander BanCorp Facility Limit	US$275,000,000
	Santander FS Facility Limit	US$525,000,000
	Availability Period	The period from the date of this agreement to 31 December 2006
	Maturity Date	21 September 2007
	Margin	0.10% per annum
	Facility Fee	0.02% of the Facility Limit
	Purpose	To refinance borrowings from Lloyds TSB Bank which were used to acquire the Puerto Rico Island Finance business from Wells Fargo Financial in February 2006, and for general corporate purposes.

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Bridge Facility Agreement

General terms

1	Interpretation
1.1	Definitions
	These meanings apply unless the contrary intention appears:
	Amount Owingmeans 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 Officermeans:

(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 Periodmeans the period from the date of this agreement to 31 December 2006.

Bankmeans the person so described in the Details.

Borrowermeans Santander BanCorp or Santander FS, as the context requires.

Borrowersmeans Santander BanCorp and Santander FS.

Business Daymeans 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 Santandermeans Banco Santander Central Hispano SA.

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

Controlof a corporation includes the direct or indirect power to directly or indirectly:

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

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

Costsincludes costs, charges and expenses, including those incurred in connection with advisors.

Default Ratemeans 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.

Detailsmeans the section of this agreement headed “Details”.

Directivemeans:

(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 Datemeans the date on which a drawdown is or is to be made.

Drawdown Noticemeans a completed notice containing the information and representations and warranties set out in Schedule 2.

Drawingmeans the outstanding principal amount of a drawdown made under the Facility.

Event of Defaultmeans an event so described in clause 12 (“Default”).

Facilitymeans the Santander BanCorp Facility or the Santander FS Facility or both, as the context requires.

Facility Limitmeans 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 Reportmeans a financial report consisting of:

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

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

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A person isInsolventif:

(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 Datemeans the last day of an Interest Period.

Interest Periodmeans, subject to clause 4.2, a period of three (3) months.

Interest Ratemeans LIBOR plus the Margin.

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

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Limitmeans:

(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 Effectmeans 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.

Marginmeans a margin of 0.10% per annum.

Maturity Datemeans 21 September 2007.

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

Potential Event of Defaultmeans 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 Banksmeans four major banks in the London interbank market selected by the Bank.

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

Santander BanCorp Facilitymeans the facility made available to Santander BanCorp under this agreement.

Santander BanCorp Facility Limitmeans US$275,000,000.

Santander FS Facilitymeans the facility made available to Santander FS under this agreement.

Santander FS Facility Limitmeans US$525,000,000.

Santander Groupmeans the corporate group comprising Banco Santander and its consolidated Subsidiaries.

Subsidiaryof an entity means another entity which:

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

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

Taxesmeans 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 Documentsmeans:

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

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

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

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

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

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

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

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

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(c) To avoid doubt:

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

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

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

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

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

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

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

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

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

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

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

4.2 When Interest Periods begin and end

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

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

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

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

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

Bank:	Citibank NA, New York
Swift:	CITIUS33
ABA:	21000089
For account of:	National Australia Bank Ltd (Offshore Banking Unit)
Account No.:	36244285
Reference:	OBU/Santander

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

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

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

6.3

No Withholding

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

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

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

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

directly or indirectly:

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

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

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

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

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

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

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

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

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

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

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

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

11	Undertakings
11.1	General undertakings
	Each Borrower undertakes:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

whichever happens first.

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

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

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

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

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

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

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

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

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

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

EXECUTEDas an agreement

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Bridge Facility Agreement

Schedule 1 — Conditions precedent (clause 3.4)

Conditions to first drawdown

• Each item must be in form and substance satisfactory to the Bank.

• The Bank may also require other documents and information (see clause 3.5(g))

• Certification is to be by a director or secretary of the applicable Borrower, that the item is true and complete as at a date no earlier than the date of this agreement.

	Item		Form	Required for
1	Constitution/memorandum and articles		Certified copy	Each Borrower
2	Extract of minutes of a meeting of the Borrowers’ board of directors which evidences the resolutions:		Certified copy	Each Borrower
	(a)	authorising the signing and delivery of the Transaction Documents to which the entity is a party and the observance of obligations under those documents; and
	(b)	appointing Authorised Officers of the entity.
3	Specimen signature of		Certified copy	Each Borrower
	(a)	each Authorised Officer of the entity; and
	(b)	each other person who is authorised to sign a Transaction Document for the Borrowers.
4	This agreement fully signed.		Original	Each Borrower
5	The BSCH Guarantee fully signed.		Original	Banco Santander
6	Legal opinion from Pietrantoni Mendez & Alvarez LLP acting as Puerto Rico counsel to each Borrower.		Original	Borrower

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Schedule 2 — Drawdown Notice (clause 3)

To:	National Australia Bank Offshore Banking Unit Level 33, 500 Bourke Street Melbourne, VIC 3000 Australia
Attention:	Associate Director

[Date]

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

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

The Borrower wants to borrow under the Facility.

• The requested Drawdown Date is [          ]².

• The amount of the proposed drawdown is US$[          ].

• The proposed drawdown is to be paid to:

Account number:	[          ]
Account name:	[          ]
Correspondent Bank:	[          ]
Swift:	[          ]
Beneficiary Bank:	[          ]
Swift:	[          ]
Beneficiary:	[          ]

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

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

[Name of person]being
an Authorised Officer of
[Name of Borrower]

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

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Signing page

DATED: 21 December 2006

SIGNEDfor and on behalf of	)
SANTANDER BANCORP	)
	)
	)
	)
/s/ Juan Pablo Pérez Hanley	)	/s/ Carlos M. García
Signature	)	Signature
	)
Name: Juan Pablo Pérez Hanley	)	Name: Carlos M. García
	)
Title: SVP & Treasurer		Title: Chief Operating Officer
SIGNEDfor and on behalf of	)
SANTANDER FINANCIAL SERVICES, INC.	)
	)
	)
	)
/s/ José Ramón González	)	/s/ María Calero Padrón
Signature	)	Signature
	)
Name: José Ramón González	)	Name: María Calero Padrón
	)
Title: Director	)	Title: Director
SIGNEDby	)
Anesh Balgobind	)
as attorney forNATIONAL	)
AUSTRALIA BANK LIMITED,	)
acting through its offshore banking	)
unit, under power of attorney dated	)
28 February 1991	)
in the presence of:	)
	)
Graeme Paterson	)	/s/ Anesh Balgobind
Signature of witness	)	By executing this agreement the attorney
	)	states that the attorney has received no notice of
/s/ Graeme Paterson		revocation of the power of attorney
Name of witness (block letters)

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