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Exhibit 1(c)
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
May 23, 1997
WHEREAS, the parties hereto have previously entered into a
Distribution Agreement, dated October 6, 1995, as supplemented on the date
hereof (the "Distribution Agreement"), among Popular, Inc. (the "Corporation")
(formerly BanPonce Corporation), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Credit Suisse First Boston Corporation and
First Chicago Capital Markets, Inc. (each, an "Agent and collectively, the
"Agents") relating to the issue and sale by the Company of its Medium-Term
Notes (the "Notes"); and
WHEREAS, the Company and each of the Agents wish to amend the
Distribution Agreement to reflect the presumption that the Agents will purchase
the Notes as principal and that the Agents will act as agents of the Company in
soliciting offers to purchase Notes only when agreed upon by the Company and
the applicable Agent;
NOW, THEREFORE, the Company and each of the Agents hereby agree to
amend the Distribution Agreement as follows:
1. Section 1(c) of the Distribution Agreement is hereby amended to
read as follows:
(c) Purchases as Principal; Solicitations as Agent. The Agents
shall not have any obligation to purchase Notes from the Company as
principal. However, absent an agreement between an Agent and the
Company that such Agent shall be acting solely as an agent for the
Company, such Agent shall be deemed to be acting as principal in
connection with any offering of Notes by the Company through such
Agent. Accordingly, the Agents, individually or in a syndicate, may
agree from time to time to purchase Notes from the Company as
principal for resale to investors and other purchasers determined by
such Agents. Any purchase of Notes from the Company by an Agent as
principal shall be made in accordance with Section 3(b) hereof. If
agreed upon between an Agent and the Company, such Agent, acting
solely as an agent for the Company and not as principal, will solicit
offers for the purchase of Notes. Such Agent shall make reasonable
efforts to assist the Company in obtaining performance by each
purchaser whose offer for the purchase of Notes has been solicited by
it on an agency basis and accepted by the Company. Such Agent shall
not have any liability to the Company in the event that any such
purchase is not consummated for any reason, except in the event that
such
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sale is not consummated due to the failure of such Agent to perform
its obligations hereunder.
2. The first paragraph of Section 3(a) of the Distribution
Agreement is hereby amended to read as follows:
On the basis of the representations and warranties herein contained,
but subject to the terms and conditions herein set forth, when agreed
upon by the Company and an Agent, such Agent, as an agent of the
Company, will use its reasonable efforts to solicit offers to purchase
the Notes upon the terms and conditions set forth herein and in the
Prospectus.
3. Except as otherwise expressly provided herein, the
Distribution Agreement is in all respects ratified and confirmed, and all the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Distribution Agreement to be executed on their behalf as of the day
and year first above written.
POPULAR, INC.
By: /s/ Jorge A. Junquera
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Accepted:
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED
By: /s/ Richard N. Doyle
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CHASE SECURITIES INC.
By: /s/ Susan Mangan-Dunn
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CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Michael E. Martin
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FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ John Roche
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