Registration Rights Agreement Dated as of March 11, 2004 among Santander Finance Preferred S.A. Unipersonal, as Issuer Banco Santander Central Hispano, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • September 20th, 2004 • Santander Finance Preferred S.A. Unipersonal • Commercial banks, nec • New York
This Agreement is made pursuant to a purchase agreement, dated as of February 19, 2004, between 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 7,600,000 of Non-cumulative Guaranteed Preferred Securities (“participaciones preferentes”), Series I, 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 Bank to the extent provided in a payment and guarantee agreement of the Bank for the benefit of the holders from time to time of the Preferred Securities (the “Guarantee”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Guarantor ha
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).
