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 • 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).
