Bridge Facility Agreement between Santander BanCorp, Santander Financial Services, Inc., and National Australia Bank Limited (December 21, 2006)

Summary

This agreement is between Santander BanCorp, Santander Financial Services, Inc., and National Australia Bank Limited. It provides a short-term loan facility of up to $800 million, with specific limits for each borrower, available until December 31, 2006, and maturing on September 21, 2007. The funds are to be used to refinance previous borrowings and for general corporate purposes. The agreement outlines terms for interest, fees, repayment, default, and other standard loan conditions.

EX-10.1 2 g04842exv10w1.htm EX-10.1 BRIDGE FACILITY AGREEMENT EX-10.1 Bridge Facility Agreement  

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 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   + ###-###-####
 
       
 
  Telephone   + ###-###-####
 
       
 
  Email   ***@***
 
       
 
  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   + ###-###-####
 
       
 
  Telephone   + ###-###-####
 
       
 
  Email   ***@***
 
       
 
  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   ***@***
 
       
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 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 the date of this agreement to 31 December 2006.
 
    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 Central Hispano SA.
 
    BSCH 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.
 
    Control of 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.
        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.
 
    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.
 
    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.
 
    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.
           
       
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        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 the last day of an Interest Period.
 
    Interest Period means, subject to clause 4.2, a period of three (3) months.
 
    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, 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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        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 0.10% per annum.
 
    Maturity Date means 21 September 2007.
 
    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$275,000,000.
 
    Santander FS Facility means the facility made available to Santander FS under this agreement.
 
    Santander FS Facility Limit means US$525,000,000.
 
    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
           
       
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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.
        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 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.
EXECUTED as 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
           
       
© Mallesons Stephen Jaques
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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.
           
       
© Mallesons Stephen Jaques
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Signing page
DATED: 21 December 2006
             
SIGNED for 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
 
           
SIGNED for 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
 
           
SIGNED by
    )      
Anesh Balgobind
    )      
as attorney for NATIONAL
    )      
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)
           
           
       
© Mallesons Stephen Jaques
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