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September 20, 1995 EXHIBIT 10.3.3
Ms. Ilze Gobins
Investment Analyst
New York Life Insurance Company
New York Life Insurance and Annuity Company
c/o New York Life Insurance Company
51 Madison Avenue, Room 206
New York, NY 10010
Dear Ms. Gobins:
With reference to the Note Agreements, each dated as of January 15, 1992 (the
"Note Agreements"), between each of you and BanPonce Corporation, a corporation
organized under the laws of the Commonwealth of Puerto Rico (the "Company"),
each relating to $15,000,000 aggregate principal amount of the Company's 8.25%
Senior Notes Due January 15, 1997, each as amended by the Letter Agreements
dated June 11, 1993, May 18, 1994 and January 18, 1995, the Company agrees with
you that Section 5.4 (a) (3) of each of the Note Agreements 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 guaranteed 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 (the "SEC"), as such may be amended from time to
time in accordance with the Rules of the SEC, (iii) unsecured Funded
Debt consisting of debt securities issued either by Financial or by
Popular International Bank, Inc., a Restricted Subsidiary ("PIB"), and
guaranteed 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 SEC, as such may be amended from time to time in accordance
with the Rules of the SEC, (iv) unsecured Funded Debt consisting of
debt securities issued either by Financial or by PIB, and guaranteed
by the Company, having an aggregate initial offering price of up to
$500,000,000 issued pursuant to the Registration Statement (No.
33-54299) on Form S-3, filed by the Company, PIB and Financial with
the SEC, as such may be amended from time to time in accordance with
the Rules of the SEC, (v) unsecured Funded Debt consisting of debt
securities issued either by Financial or by PIB, and guaranteed by the
Company, having an aggregate initial offering price of up to
$1,000,000,000 issued pursuant to the Registration Statement (No.
33-61601) on Form S-3, filed by the Company, PIB and Financial with
the SEC, as such may be amended from time to time in accordance with
the Rules of the SEC, and (vi) Funded Debt of the Company and its
Restricted
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Subsidiaries secured by liens permitted by Section 5.5(i), provided
that at the time of issuance of any Indebtedness referred to in
clauses (i), (ii), (iii), (iv), (v) or (vi) 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 hereby 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 Agreements and the Notes have not been amended, waived
or modified. From and after the date hereof, any references in the Note
Agreements 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
/s/David H. Chafey, Jr.
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By: David H. Chafey, Jr.
Its: Executive Vice President
Accepted as of the date first above written.
NEW YORK LIFE INSURANCE COMPANY
/s/Mark C. Boyce
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By:
Its: Investment VP
NEW YORK LIFE INSURANCE AND ANNUITY COMPANY
/s/Mark C. Boyce
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By:
Its: Investment VP