Registration Rights Agreement Dated as of January 31, 2007 among Santander Finance Preferred, S.A. Unipersonal, as Issuer Banco Santander Central Hispano, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • October 23rd, 2007 • Banco Santander, S.A. • Commercial banks, nec • New York
This Agreement is made pursuant to a purchase agreement, dated as of January 16, 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 24,000,000 Non-cumulative Guaranteed Preferred Securities (“participaciones preferentes”), Series 5, 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 an
Santander Finance Preferred, S.A. Unipersonal Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria 28660 Boadilla del Monte Madrid, Spain Ladies and Gentlemen:Exchange Offer • October 23rd, 2007 • Banco Santander, S.A. • Commercial banks, nec
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 6.50% Non-Cumulative Series 5 Guaranteed Preferred Securities, par value $25.00 per security (the “exchange Series 5 preferred securities”) for any and all of its outstanding 6.50% Non-Cumulative Series 5 Guaranteed Preferred Securities, par value $25.00 per security (the “restricted Series 5 preferred securities” and collectively with the exchange Series 5 preferred securities, the “Preferred Securities”). The Guarantor has guarantee
PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • October 23rd, 2007 • Banco Santander, S.A. • Commercial banks, nec
THIS PAYMENT AND GUARANTEE AGREEMENT (the “Guarantee”), dated as of January 31, 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 5 Preferred Securities (as defined below) and each Registrar and Paying Agent (as defined below) for the benefit of the Holders (as defined below).
