Santander Bancorp Sample Contracts

BY AND BETWEEN SANTANDER BANCORP, AS GUARANTOR AND
Guarantee Agreement • May 15th, 2006 • Santander Bancorp • National commercial banks • Puerto Rico
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between
Registration Rights Agreement • May 15th, 2006 • Santander Bancorp • National commercial banks • Puerto Rico
AMONG SANTANDER BANCORP, AS DEPOSITOR
Trust Indenture Trust Agreement • May 15th, 2006 • Santander Bancorp • National commercial banks • Delaware
Loan Agreement
Loan Agreement • May 28th, 2010 • Santander Bancorp • National commercial banks • Puerto Rico

Santander BanCorp (“Santander BanCorp”) Santander Financial Services, Inc. (“Santander FS”) (each a “Borrower” and together the “Borrowers”)

AGREEMENT OF EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF EXECUTIVE DIRECTOR
Santander Bancorp • November 9th, 2006 • National commercial banks • Puerto Rico

This employment agreement for the position of Executive Director is effective September 12, 2006. The undersigned parties in this Agreement or Contract are Banco Santander Puerto Rico, (“Santander”) and Mr. Tomas Torres (hereinafter the “Director”).

Contract
Deferred Compensation Agreement • May 25th, 2004 • Santander Bancorp • National commercial banks • Puerto Rico

DEFERRED COMPENSATION AGREEMENT This Agreement executed this 25th day of March of 2003, and becoming effective as of today, by and between Banco Santander Puerto 'Rico (hereinafter referred to as the "Bank") and Rafael F. Saldana Sola (hereinafter referred to as the "Executive"). WITNESSETH: WHEREAS, the Bank is a commercial bank engaged in business in Puerto Rico; I WHEREAS, Executive is employed by the Bank as Branches Director; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: Section 1. Compensation .. .Commencing on the effective date of this Agreement, the Bank will compensate the Executive for his services in the form of both current and deferred compensation. The Bank agrees to pay the Executive, cttd the Executive agrees to accept as his compensation for the services to be rendered during taxable year 2003, a total current annual compensation (the "Annual Compensation"), which will be payable in tw

ASSET PURCHASE AGREEMENT by and among WELLS FARGO & COMPANY ISLAND FINANCE PUERTO RICO, INC. ISLAND FINANCE SALES FINANCE CORPORATION and SANTANDER BANCORP and SANTANDER FINANCIAL SERVICES, INC. for the purchase and sale of certain assets of Island...
Asset Purchase Agreement • January 25th, 2006 • Santander Bancorp • National commercial banks • Puerto Rico

ASSET PURCHASE AGREEMENT, dated as of January 22, 2006 (“Agreement”), by and among WELLS FARGO & COMPANY, a Delaware corporation (“Wells Fargo”), ISLAND FINANCE PUERTO RICO, INC., a Delaware corporation (“Island Finance PR”), ISLAND FINANCE SALES FINANCE CORPORATION, a Cayman Islands corporation (“Island Finance SFC,” and, together with Island Finance PR, the “Sellers”), and SANTANDER BANCORP, a Puerto Rico corporation (“Santander”), and its subsidiary SANTANDER FINANCIAL SERVICES, INC., a Puerto Rico corporation (“Santander Financial” and, together with Santander, “Purchaser”).

MERGER AGREEMENT
Merger Agreement • March 17th, 2008 • Santander Bancorp • National commercial banks • Puerto Rico

MERGER AGREEMENT dated as of October 15, 2007 (the “Agreement” or “Merger Agreement”), among BANCO SANTANDER PUERTO RICO (the “Bank”), a bank organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”) and SANTANDER MORTGAGE CORPORATION (“Santander Mortgage”), a corporation organized under the laws of the Commonwealth and a wholly-owned subsidiary of the Bank.

Employment Terms and Conditions for the Position of President of Santander Financial Services
Santander Bancorp • March 30th, 2007 • National commercial banks • Puerto Rico

The present Employment Agreement for the position of President of Santander Financial Services is effective March 1, 2006. The parties in this Agreement or Contract are Santander Financial Services in Puerto Rico, (subsequently referred to as Santander Financial Services) and Mr. Bartolomé Vélez (subsequently referred to as the President).

AGREEMENT AND GENERAL RELEASE1 APPEAR
Agreement • March 13th, 2009 • Santander Bancorp • National commercial banks

AS PARTIES OF THE FIRST PART: Santander BanCorp (“Santander”), Banco Santander Puerto Rico (“Banco Santander”), hereinafter referred to as “Santander Puerto Rico,” represented by its President and Senior Executive Vice President, and Santander Overseas Bank, Inc. (“Santander Overseas”), represented by its authorized representatives.

Bridge Facility Agreement
Bridge Facility Agreement • September 26th, 2007 • Santander Bancorp • National commercial banks • Puerto Rico

Santander BanCorp (“Santander”) Santander Financial Services, Inc. (“Santander FS”) (each a “Borrower” and together the “Borrowers”)

Loan Agreement Dated March 23, 2010
Loan Agreement • March 29th, 2010 • Santander Bancorp • National commercial banks • Puerto Rico

Santander BanCorp (“Santander BanCorp”) Santander Financial Services, Inc. (“Santander FS”) (each a “Borrower” and together the “Borrowers”)

Loan Agreement
Loan Agreement • January 27th, 2010 • Santander Bancorp • National commercial banks • Puerto Rico

Santander BanCorp (“Santander BanCorp”) Santander Financial Services, Inc. (“Santander FS”) (each a “Borrower” and together the “Borrowers”) Banco Santander Puerto Rico (“Bank”)

December 29, 2006 Mr. José Ramón González Santander BanCorp Puerto Rico Dear Mr. González:
Santander Bancorp • January 4th, 2007 • National commercial banks

We hereby confirm the terms and conditions with regards to your employment agreement as President and Chief Executive Officer of Santander BanCorp and Banco Santander Puerto Rico (hereafter “the Group”):

Sale-Purchase Agreement (HQ Office Building) Between BANCO SANTANDER PUERTO RICO, as Seller And Corporación Hato Rey Uno, as Purchaser Dated as of December 20, 2007
Lease Agreement • March 17th, 2008 • Santander Bancorp • National commercial banks • Puerto Rico

SALE-PURCHASE AGREEMENT (this “Agreement”), dated as of the 20th day of December, 2007, by and between BANCO SANTANDER PUERTO RICO, a banking corporation organized under the laws of the Commonwealth of Puerto Rico (“Seller”), and CORPORACIÓN HATO REY UNO, a corporation organized under the laws of the Commonwealth of Puerto Rico (“Purchaser”).

Bridge Facility Agreement
Bridge Facility Agreement • October 9th, 2007 • Santander Bancorp • National commercial banks • Victoria

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”)

December 29, 2006 Mr. Carlos García Santander BanCorp Puerto Rico Dear Mr. García:
Santander Bancorp • January 4th, 2007 • National commercial banks

We hereby confirm the terms and conditions with regards to your employment agreement as Senior Executive Vice President and Chief Operating Officer of Santander BanCorp and Banco Santander Puerto Rico (hereafter “the Group”):

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THIS NOVATION AGREEMENT is made the 19th day of June 2006 BETWEEN
Novation Agreement • June 22nd, 2006 • Santander Bancorp • National commercial banks • Bristol
March 23, 2005 Mr. Carlos García Santander BanCorp Puerto Rico Dear Mr. García:
Santander Bancorp • March 23rd, 2005 • National commercial banks

We hereby confirm the terms and conditions with regards to your ratification as Senior Executive Vice President and Chief Operating Officer of Santander BanCorp and Banco Santander Puerto Rico (hereafter "the Group"):

NOTE PURCHASE AGREEMENT
Santander Bancorp • March 16th, 2005 • National commercial banks • Puerto Rico

Santander BanCorp (the “Company”), a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), agrees with you as follows:

INFORMATION PROCESSING SERVICES AGREEMENT
Information Processing Services Agreement • August 14th, 2003 • Santander Bancorp • National commercial banks • Puerto Rico

This INFORMATION PROCESSING SERVICES AGREEMENT (the "Service Agreement") dated this 23rd day of May 2003, by and between BANCO SANTANDER PUERTO RICO, a banking corporation organized and existing under the laws of the Commonwealth of Puerto Rico, having its principal office at 207 Ponce de León Ave, Hato Rey, P.R., SANTANDER INTERNATIONAL BANK OF PUERTO RICO, INC., SANTANDER INVESTMENT INTERNATIONAL BANK, INC. and having a principal place at 221 Ponce de León Avenue, Hato Rey, Puerto Rico, AMERICA LATINA TECNOLOGÍA DE MEXICO, S.A., organized and existing under the laws of the Republic of Mexico (hereinafter referred to as "ALTEC") having its principal office at Prolongación Paseo de la Reforma número 500, Colonia Lomas de Santa Fé, C.P. 01219, México, D.F. Mexico.

AGREEMENT OF BENEFITS COVERAGE AGREED WITH OFFICERS OF GRUPO SANTANDER
Agreement of Benefits • March 30th, 2007 • Santander Bancorp • National commercial banks • Madrid

This Agreement (the “Agreement”) is made and entered into as of March 28, 2007, by and between ___, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (hereinafter “Affiliate”), represented by José Ramón González, in his capacity as President, and María Calero Padrón, in her capacity as Executive Vice-President, and Banco Santander Central Hispano, S.A., a bank organized and existing under the laws of Spain (hereinafter “Santander”), represented by Manuel Arias de la Cruz and Juan Carlos Díez Zapatero.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 30th, 2001 • Santander Bancorp • Blank checks • Puerto Rico

STOCK PURCHASE AGREEMENT dated September 26, 2000, at Miami, Florida, by BANCO SANTANDER CENTRAL HISPANO, S.A., a bank holding company organized under the laws of the Kingdom of Spain, (hereinafter referred to as "Stockholder"); and by SANTANDER BANCORP, a corporation organized under the laws of the Commonwealth of Puerto Rico, (hereinafter referred to as the "Buyer"),

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • May 7th, 2004 • Santander Bancorp • National commercial banks • Puerto Rico

This agreement (the "Agreement"), executed this 1 day of March of 2004, and becoming effective as of today, by and between Banco Santander Puerto Rico (hereinafter referred to as the "Bank") and Mr. Anthony G. Boon Cruz (hereinafter referred to as the "Executive");

EMPLOYMENT TERMS AND CONDITIONS FOR THE POSITION OF CONSUMER BANKING DIRECTOR
Santander Bancorp • August 8th, 2007 • National commercial banks • Puerto Rico

This employment agreement for the position of Consumer Banking Director is made and effective on the 1st day of the month of may, 2007. The subscribing parties for this Agreement or Contract are Banco Santander Puerto Rico (hereinafter “the Bank” or “Santander”) and Mr. Justo Muñoz Robau (hereinafter “the Manager”).

OPTION AGREEMENT (Quisqueya 12, Inc.)
Option Agreement • March 17th, 2008 • Santander Bancorp • National commercial banks

This Option Agreement (“Agreement”) is executed as of this 21st day of December, 2006, among CREFISA, INC., a Puerto Rico corporation (“Seller”), D&D INVESTMENT GROUP, S.E., a Puerto Rico special partnership (“Buyer”) and QUISQUEYA 12, INC., a Puerto Rico corporation (the “Company,” and together with Seller and Buyer, collectively, the “Parties”).

March 23, 2005 Mr. José Ramón González Santander BanCorp Puerto Rico Dear Mr. González:
Santander Bancorp • March 23rd, 2005 • National commercial banks

We hereby confirm the terms and conditions with regards to your ratification as President and Chief Executive Officer of Santander BanCorp and Banco Santander Puerto Rico (hereafter "the Group"):

SETTLEMENT AGREEMENT
Settlement Agreement • August 9th, 2004 • Santander Bancorp • National commercial banks • Puerto Rico

This SETTLEMENT AGREEMENT (the "Agreement"), dated December 30, 2003, is entered in the City of Madrid, Kingdom of Spain by and between SANTANDER BANCORP (the "Buyer"), a Commonwealth of Puerto Rico Corporation and ADMINISTRACIÓN DE BANCOS LATINOAMERICANOS SANTANDER, S.L. (the "Seller"), a limited liability company ("sociedad de responsabilidad limitada") organized under the laws of the Kingdom of Spain.

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