EXHIBIT 1.2
SUPPLEMENT TO AGENCY AGREEMENT
SUPPLEMENT TO AGENCY AGREEMENT dated November 26, 2004, among R&G
Financial Corporation ("R&G Financial"), R&G Capital Trust VI ("Trust VI"), the
Puerto Rico Conservation Trust Fund ("Conservation Trust"), and UBS Financial
Services Incorporated of Puerto Rico and R-G Investments Corporation (the
"Agents"), as agents in connection with the sale of Trust VI's 6.62% Cumulative
Monthly Income Trust Preferred Securities (the "Preferred Securities") to
Conservation Trust, and as underwriters in connection with the purchase by such
underwriters of Conservation Trust's Secured Notes due 2034 (the "CT Notes").
Reference is made to the Agency Agreement dated as of the date hereof (the
"Agency Agreement") between R&G Financial, Trust VI and the Agents, which is
hereby incorporated by reference as if fully set forth herein, and to the
Purchase Agreement dated as of the date hereof (the "Purchase Agreement")
between Conservation Trust and the Agents which is hereby incorporated by
reference as if fully set forth herein. In consideration of the agreements,
representations and agreements contained herein, the parties agree as follows:
1. Subject to compliance by R&G Financial and Trust VI with its
agreements, and subject to the fulfillment of the conditions, set forth in the
Agency Agreement, Conservation Trust hereby agrees to purchase the Preferred
Securities on the Closing Date set forth in the Agency Agreement at a purchase
price equal to $121,653,750.
2. R&G Financial and Trust VI hereby agree with Conservation Trust and
with the Agents that Conservation Trust shall have the benefit of the
representations and warranties made by R&G Financial and Trust VI in the Agency
Agreement.
3. Conservation Trust hereby agrees with R&G Financial and Trust VI that
they shall have the benefit of the representations and warranties made by
Conservation Trust in subsections (a) through (j), (m) and (o) the Section 4 of
the Purchase Agreement. In addition to these, the Conservation Trust represents
and warrants to R&G Financial and Trust VI the following:
(a) Conservation Trust has, and at the date of the Closing Date will
have, full right, power and authority to enter into this Supplement to
Agency Agreement and to acquire the Preferred Securities on the Closing
Date as set forth in the Agency Agreement;
(b) All authorizations, approvals, licenses, consents and orders of,
or filings, registrations, or qualifications with, any governmental or
regulatory authority which are required to be obtained by Conservation
Trust for the consummation of the transactions contemplated by the Agency
Agreement have been or will be duly and validly obtained or performed on
or before the Closing Date and, as to those already obtained, are in full
force;
(c) This Supplement to Agency Agreement, when executed and delivered
by the corresponding parties thereto, will constitute valid and legally
binding obligations of Conservation Trust, enforceable against
Conservation Trust in accordance with their respective terms, except as
such enforceability may be limited by bankruptcy, insolvency, or other
similar laws affecting creditors' rights generally or by general
principles of equity; and
(d) There is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of Conservation Trust,
threatened, against or affecting Conservation Trust, which may adversely
affect the consummation of the transactions contemplated in the Agency
Agreement or the performance by Conservation Trust of its obligations
under this Supplement to Agency Agreement.
[SIGNATURE PAGE FOLLOWS]
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In witness whereof, the parties have caused this supplement to be executed
by its duly authorized representatives as of the date first written above.
R&G FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
R&G CAPITAL TRUST VI
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Administrative Trustee
PUERTO RICO CONSERVATION TRUST FUND
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
UBS FINANCIAL SERVICES INCORPORATED OF PUERTO RICO
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
R-G INVESTMENTS CORPORATION
By: /s/ Xxxxxx X. Xxxxx, III
-----------------------------------------
Name: Xxxxxx X. Xxxxx, III
Title: President
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