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).
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No. 1
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PRINCIPAL AMOUNT:
$60,000,000
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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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