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Execution Copy
POPULAR NORTH AMERICA, INC.
INTEREST CALCULATION AGENCY AGREEMENT
INTEREST CALCULATION AGENCY AGREEMENT between Popular North
America,
Inc., a Delaware corporation (the "Issuer"), and J.P. Morgan
Trust Company,
National Association, dated as of June 23, 2004.
PRELIMINARY STATEMENT
1. The Issuer proposes to issue and sell its Medium-Term
Notes,
Series F (the "Notes") from time to time under, and pursuant to,
the terms of an
Indenture, dated as of October 1, 1991, as amended by the First
Supplemental
Indenture, dated as of February 28, 1995, by the Second
Supplemental Indenture,
dated as of May 8, 1997 and by the Third Supplemental Indenture,
dated as of
August 5, 1999 (together, the "Indenture," the terms defined
being used herein
as defined therein or in the Notes), among the Issuer, Popular,
Inc., a Puerto
Rico corporation, and J.P. Morgan Trust Company, National
Association (successor
in interest to Bank One, N.A.), as trustee thereunder (acting in
such capacity,
the "Trustee"), as Successor Trustee to Citibank, N.A.
2. The Issuer desires to appoint an agent of the Issuer to
calculate the base rates applicable to those Notes on which
interest is to
accrue at a variable or floating rate ("Floating Rate Notes"),
determined by
references to LIBOR, the 11th District Cost of Funds Rate, the
Commercial Paper
Rate, the Treasury Rate, the Certificate of Deposit Rate, the
CMT Rate, the
Prime Rate or the Federal Funds Rate (collectively, the "Base
Rates") as are
specified and described in the Floating Rate Notes, a copy of
which is attached
hereto as Exhibit A.
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NOW, THEREFORE, the Issuer and J.P. Morgan Trust Company,
National
Association hereby agree as follows:
Section 1. Appointment of Calculation Agent. The Issuer hereby
appoints
J.P. Morgan Trust Company, National Association as Calculation
Agent (in such
capacity, the "Calculation Agent") of the Issuer with respect to
any Floating
Rate Notes to be issued by the Issuer under and pursuant to the
terms of the
Indenture, and the Calculation Agent hereby accepts its
obligations as set forth
in this Agreement upon the terms and conditions set forth
herein.
Section 2. Calculation of Base Rates. Unless otherwise specified
to the
Calculation Agent with respect to any particular note, the
calculation date for
each applicable Interest Determination Date for any Note shall
be the earlier of
(i) the tenth calendar day after such Interest Determination
Date, or if any
such day is not a Business Day (as defined in the Indenture) the
next succeeding
Business Day or (ii) the Business Day preceding the applicable
Interest Payment
Date or Maturity, as the case may be. The Calculation Agent
shall notify the
Issuer and the Trustee of such Base Rate on such calculation
date. If at any
time the Calculation Agent is not also acting as Trustee under
the Indenture,
the Issuer shall, upon the issuance of each Floating Rate Note
having a
different Base Rate or different Interest Determination Dates
than the Base Rate
or Interest Determination Dates for any prior Floating Rate
Note, notify such
Calculation Agent of such Interest Determination Dates and Base
Rate for such
Floating Rate Note.
Section 3. New Base Rates. If the Issuer proposes to issue
Floating
Rate Notes whose interest rate will be determined on a basis or
formula not
referred to above (a "New Base Rate"), the Issuer shall give a
description of
such New Base Rate to
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the Calculation Agent. The Calculation Agent shall determine if
it is able and
willing to calculate the New Base Rate and upon its agreement in
writing to do
so the term "Base Rate" shall be deemed to include the New Base
Rate. If the
Calculation Agent notifies the Issuer that it is not able or
willing to
calculate the New Base Rate, or that it is only willing to do so
on the basis of
an increase of its fees not acceptable to the Issuer, the
Calculation Agent
shall have no responsibility with respect to such New Base Rate
and the Issuer
shall appoint a different calculation agent to determine the New
Base Rate.
Section 4. Fees and Expenses. The Calculation Agent shall be
entitled
to such compensation for its services under this Agreement as
may be agreed upon
with the Issuer, and the Issuer shall pay such compensation and
shall reimburse
the Calculation Agent for all reasonable expenses, disbursements
and advances
incurred or made by the Calculation Agent in connection with the
services
rendered by it under this Agreement, including reasonable legal
fees and
expenses, upon receiving an accounting therefor from the
Calculation Agent.
Section 5. Right and Liabilities of Calculation Agent. The
Calculation
Agent shall incur no liability for, or in respect of, any action
taken, omitted
to be taken or suffered by it in reliance upon any Floating Rate
Note,
certificate, affidavit, instruction, notice, request, direction,
order,
statement or other paper, document or communication reasonably
believed by it to
be genuine. Any order, certif
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