Registration Rights Agreement Dated as of March 5, 2007 among Santander Finance Preferred, S.A. Unipersonal, as Issuer Banco Santander, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • October 16th, 2007 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered • New York
This Agreement is made pursuant to a purchase agreement, dated as of February 21, 2007, among the Company, the Guarantor and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of 14,000,000 Non-cumulative Guaranteed Preferred Securities (“participaciones preferentes”), Series 6, par value $25 per share (the “Preferred Securities”). Payment of distributions (“remuneración”) on the Preferred Securities, as well as payment of the redemption price for the Preferred Securities upon any redemption thereof and the liquidation distribution of the Preferred Securities upon the winding-up or liquidation of the Company will be unconditionally guaranteed by the Guarantor to the extent provided in a payment and guarantee agreement of the Guarantor for the benefit of the holders from time to time of the Preferred Securities. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Guarantor a
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • August 21st, 2009 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of September , 2009, is executed and delivered by Banco Santander S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 10 Preferred Securities (as defined below) and each Registrar, Transfer Agent and Paying Agent (as defined below) for the benefit of the Holders (as defined below).
SANTANDER FINANCE PREFERRED, S.A. UNIPERSONAL AGREEMENT OF THE GENERAL SHAREHOLDERS’ MEETINGGeneral Shareholders’ Meeting Agreement • October 5th, 2007 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered
I, Ms. Natalia Butragueño Rodriguez-Borlado, Secretary of the Board of Directors of SANTANDER FINANCE PREFERRED, S.A. Unipersonal, with registered address in Santander Group City, Boadilla del Monte, Avenida de Cantabria, Edificio Encinar and with Tax registration number A-83916437, of which Mr. José Antonio Soler Ramos is the Chairman,
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • September 20th, 2004 • Santander Finance Preferred S.A. Unipersonal • Commercial banks, nec
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 8, 2004, is executed and delivered by Banco Santander Central Hispano, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 1 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • October 16th, 2007 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 5, 2007, is executed and delivered by Banco Santander, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 6 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).
October 19, 2007Exchange Offer Agreement • October 19th, 2007 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered
Santander Finance Preferred, S.A. Unipersonal (the “Company”), a sociedad anónima organized under the laws of the Kingdom of Spain (“Spain”), and Banco Santander, S.A. (the “Guarantor”), a sociedad anónima organized under the laws of Spain, have filed a registration statement on Form F-4 (as amended, the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the Company’s offer (the “Exchange Offer”) to exchange its Floating Rate Non-Cumulative Series 6 Guaranteed Preferred Securities, par value $25.00 per security (the “exchange Series 6 preferred securities”) for any and all of its outstanding Floating Rate Non-Cumulative Series 6 Guaranteed Preferred Securities, par value $25.00 per security (the “restricted Series 6 preferred securities” and collectively with the exchange Series 6 preferred securities, the “Preferred Securities”). The Guaranto
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • August 21st, 2009 • Santander Finance Preferred S.A. Unipersonal • Savings institutions, not federally chartered
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of September , 2009, is executed and delivered by Banco Santander S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and will be executed and accepted by the Issuer (as defined below), as issuer of the Series 11 Preferred Securities (as defined below) and each Registrar, Transfer Agent and Paying Agent and Calculation Agent (as defined below) for the benefit of the Holders (as defined below).
