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7.5% Subordinated Capital Note due December 2028

Promissory Note

7.5% Subordinated Capital Note due December 2028 | Document Parties: SANTANDER BANCORP | FEDERAL DEPOSIT INSURANCE CORPORATION You are currently viewing:
This Promissory Note involves

SANTANDER BANCORP | FEDERAL DEPOSIT INSURANCE CORPORATION

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Title: 7.5% Subordinated Capital Note due December 2028
Date: 3/13/2009
Industry: Regional Banks     Sector: Financial

7.5% Subordinated Capital Note due December 2028, Parties: santander bancorp , federal deposit insurance corporation
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Exhibit 4.11

7.5% Subordinated Capital Note due December 2028

THIS NOTE IS NOT A DEPOSIT OF BANCO SANTANDER PUERTO RICO (THE “BANK”), ANY SUBSIDIARY OF THE BANK OR ANY OTHER INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.

THIS NOTE IS UNSECURED, IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO CLAIMS OF DEPOSITORS AND TO THE BANK’S OTHER OBLIGATIONS TO ITS GENERAL AND SECURED CREDITORS, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE ISSUING BANK.

THIS NOTE MAY NOT BE RETIRED, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE FEDERAL DEPOSIT INSURANCE CORPORATION AND IS NOTE ENTITLED TO A SINKING FUND.

IN THE EVENT THE BANK BECOMES CRITICALLY UNDERCAPITALIZED, THE PRIOR WRITTEN CONSENT OF THE FEDERAL DEPOSIT INSURANCE CORPORATION AND THE OFFICE OF THE COMMISSIONER OF FINANCIAL INSTITUTIONS MAY BE REQUIRED FOR ANY PAYMENT OF PRINCIPAL ON INTEREST ON THE NOTES.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE PUERTO RICO UNIFORM SECURITIES ACT OR ANY OTHER STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE BANK THAT (a) THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (2) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS NOTE), (3) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (1) OR (3), TO THE RECEIPT BY THE BANK OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO THE BANK THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION

 


 

REQUIREMENTS OF THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM THE BANK).

 

 

 

No. 1

 

PRINCIPAL AMOUNT: $60,000,000

BANCO SANTANDER PUERTO RICO

7.5% Subordinated Capital Notes due December 2028

     BANCO SANTANDER PUERTO RICO, a banking corporation duly organized and existing under the laws of the Commonwealth of Puerto Rico (herein called the “Bank,” which term includes any successor Person under the Note Purchase Agreement hereinafter referred to), for value received, hereby promises to pay to Crefisa, Inc. (“Crefisa”), or registered assigns, the principal sum of U.S. Sixty Million Dollars on December 10, 2028 (“Maturity”), and to pay interest thereon from December 10, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on the tenth (10 th ) day of June and the tenth (10 th ) day of December of each year, commencing June 10, 2009, at the rate of seven and a half percent (7.5%) per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Note Purchase Agreement, be paid to the Person in whose name this Note is registered at the close of business on the regular record date for such interest, which shall be the tenth (10 th ) day of the month next preceding the relevant Interest Payment Date (whether or not a Business Day) (the “Regular Record Date”).

     Payment of interest on this Note due on any Interest Payment Date (other than interest on this Note due to the holder hereof at Maturity) shall be paid by check mailed to the Person entitled thereto at his last address as it appears on the Note Register or, if $10,000,000 aggregate principal amount of Notes are registered in the name of the holder hereof, in immediately available funds by wire transfer to such account as may have been designated by the Person entitled thereto as set forth herein. Payment of the principal of (and premium, if any) and interest on this Note due to the holder hereof at Maturity shall be paid in immediately available funds upon presentation of this Note for surrender at the office or agency of the Bank in San Juan, Puerto Rico.

     Any such designation for wire transfer purposes shall be made by filing the appropriate information with the Bank at its principal office in San Juan, Puerto Rico, and, unless revoked by written notice to the Bank received on or prior to the Regular Record Date immediately preceding the applicable Interest Payment Date or the fifteenth (15 th ) calendar day preceding Maturity, shall remain in effect with respect to any further payments with respect to this Note payable to such holder.

2


 

     Any payment of principal, premium or interest on this Note due on any day which is not a Business Day in San Juan, Puerto Rico, need not be made on such day, but may be made on the next succeeding Business Day in San Juan, Puerto Rico, with the same force and effect as if made on the due date and no interest shall accrue on the amount due on such date for the period from such date until the next succeeding Business Day. “Business Day” shall mean, as used herein with respect to any particular location, any day, other than Saturday and Sunday or a day on which commercial banks in San Juan, Puerto Rico are required or authorized to be closed. The amount of interest, payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.

     This Note is one of a duly authorized issue of 7.5% Subordinated Capital Notes due December 2028 of the Bank (herein called the “Notes”) issued under a Note Purchase Agreement, dated as of December 10, 2008, between the Bank and Crefisa, to which Note Purchase Agreement and any amendments thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Bank and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is issued subject to the provisions of the Note Purchase Agreement.

     The indebtedness evidenced by this Note is, to the extent provided in the Note Purchase Agreement, subordinate and junior in right of payment to prior payment in full of all Senior Debt of the Bank, and this Note is issued subject to the provisions of the Note Purchase Agreement with respect thereto. Each holder of this Note, by accepting the same, agrees that each holder of Senior Debt, whether created or acquired before


 
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