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10.3.1
BANPONCE CORPORATION
Banco de Ponce Building
268 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
June 11, 1993
New York Life Insurance Company
and Annuity Company
51 Madison Avenue
New York, New York 10010
Gentlemen:
With reference to the Note Agreement, dated as of January 15, 1992
(the "Note Agreement"), between you and BanPonce Corporation, a corporation
organized under the laws of the Commonwealth of Puerto Rico (the "Company"),
relating to $15,000,000 aggregate principal amount of the Company's 8.25%
Senior Notes Due January 15, 1997, the Company agrees with you that Section
5.4(a)(3) of the Note Agreement be, and hereby is, amended and restated in its
entirety as follows:
"(3) (i) unsecured Funded Debt of the Company, (ii)
unsecured Funded Debt consisting of debt securities issued
by BanPonce Financial Corp., a Restricted Subsidiary
("Financial"), and guarantied by the Company having an
aggregate initial offering price of up to $250,000,000
issued pursuant to the Registration Statement (No. 33-
41686) on Form S-3, filed by the Company and Financial with
the Securities and Exchange Commission, as such may be
amended from time to time in accordance with the Rules of
such Commission, as such may be amended from time to time
in accordance with the Rules of such Commission, (iii)
unsecured Funded Debt consisting of debt securities issued
either by Financial or by Popular International Bank, Inc.,
a Restricted Subsidiary ("PIB"), and guarantied by the
Company, having an aggregate initial offering price of up
to $400,000,000 issued pursuant to the Registration
Statement (No. 33-57038) on Form S-3, filed by the Company,
PIB and Financial with the Securities and Exchange
Commission, as such may be amended from time to time in
accordance with the Rules of such Commission, and (iv)
Funded Debt of the Company and its Restricted Subsidiaries
secured by liens permitted by Section 5.5(i), provided
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that at the time of issuance of any Indebtedness referred
to in clauses (i), (ii), (iii) or (iv) and after giving
effect thereto and to the application of the proceeds
thereof, Consolidated Funded Debt shall not exceed 50% of
Consolidated Total Capitalization; and"
The execution hereof by you shall constitute a contract between us,
and this amendment agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement. Except as specifically provided hereinabove, the terms and
provisions of the Note Agreement and the Notes have not been amended, waived or
modified. From and after the date hereof, any references in the Note Agreement
to "the Agreement," "this Agreement", "hereunder," or "hereof" or similar
references shall be deemed to include the foregoing amendment of Section 5.4
(a)(3). This amendment agreement shall be governed by and construed in
accordance with the laws of the State of New York.
BANPONCE CORPORATION
By:
Its:
Accepted as of the date first above written.
NEW YORK LIFE INSURANCE
AND ANNUITY COMPANY
By:
Its:
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EXHIBIT 10.3.1
BANPONCE CORPORATION
Banco de Ponce Building
268 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
June 11, 1993
New York Life Insurance Company
51 Madison Avenue
New York, New York 10010
Gentlemen:
With reference to the Note Agreement, dated as of January 15, 1992 (the
"Note Agreement"), between you and BanPonce Corporation, a corporation
organized under the laws of the Commonwealth of Puerto Rico (the "Company"),
relating to $15,000,000 aggregate principal amount of the Company's 8.25%
Senior Notes Due January 15, 1997, the Company agrees with you that sec.5.4(a)
(3) of the Note Agreement be, and hereby is, amended and restated in its
entirety as follows:
"(3) (i) unsecured Funded Debt of the Company, (ii) unsecured
Funded Debt consisting of debt securities issued by BanPonce Financial
Corp., a Restricted Subsidiary ("Financial"), and guarantied by the
Company having an aggregate initial offering price of up to $250,000,000
issued pursuant to the Registration Statement (No. 33-41686) on Form
S-3, filed by the Company and Financial with the Securities and Exchange
Commission, as such may be amended from time to time in accordance with
the Rules of such Commission, as such may be amended from time to time
in accordance with the Rules of such Commission, (iii) unsecured Funded
Debt consisting of debt securities issued either by Financial or by
Popular International Bank, Inc., a Restricted Subsidiary ("PIB"), and
guarantied by the Company, having an aggregate initial offering price of
up to $400,000,000 issued pursuant to the Registration Statement (No.
33-57038) on Form S-3, filed by the Company, PIB and Financial with the
Securities and Exchange Commission, as such may be amended from time to
time in accordance with the Rules of such Commission, and (iv) Funded
Debt of the Company and its Restricted Subsidiares secured by liens
permitted by sec.5.5(i), provided that at the time of issuance of any
Indebtedness referred to
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in clauses (i), (ii), (iii) or (iv) and after giving
effect thereto and to the application of the proceeds
thereof, Consolidated Funded Debt shall not exceed 50%
of Consolidated Total Capitalization; and"
The execution hereof by you shall constitute a contract between us, and
this amendment agreement may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one
agreement. Except as specifically provided hereinabove, the terms and
provisions of the Note Agreement and the Notes have not been amended, waived or
modified. From and after the date hereof, any references in the Note Agreement
to "the Agreement," "this Agreement", "hereunder," or "hereof" or similar
references shall be deemed to include the foregoing amendment of sec.5.4(a)(3).
This amendment agreement shall be governed by and construed in accordance with
the laws of the State of New York.
BANPONCE CORPORATION
By:
Its:
Accepted as of the date first above written.
NEW YORK LIFE
INSURANCE COMPANY
By:
Its: