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

This Registration Rights Agreement (this Agreement) is made and entered into this 11^th day of March 2004, among Santander Finance Preferred S.A. Unipersonal, a sociedad annima incorporated under the laws of the Kingdom of Spain, (the Company), as issuer, Banco Santander Central Hispano, S.A., a sociedad annima incorporated under the laws of the Kingdom of Spain, as guarantor (the Guarantor), and Lehman Brothers Inc., as initial purchaser (the Initial Purchaser) under the terms of the Purchase Agreement (as defined below).

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 (remuneracin) 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 has agreed with the Initial Purchaser to provide to the Holders (as defined below) the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to the closing under the Purchase Agreement.  The obligations of the Company and the Guarantor set forth herein are joint and several.

In consideration of the foregoing, the parties hereto agree as follows:

1.               Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

1933 Act shall mean the Securities Act of 1933, as amended from time to time.

1934 Act shall mean the Securities Exchange Act of l934, as amended from time to time.

Affiliate shall have the meaning set forth in Section 4(a) hereof.

Business Day shall mean a day that is not a Saturday, a Sunday, or a day on which banking institutions in any of New York, New York, Madrid, Spain or, to the extent the Preferred Securities are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, Luxembourg are authorized or required to be closed.

Closing Date shall mean the Closing Date as defined in the Purchase Agreement.

1

Company shall have the meaning set forth in the preamble and shall also include the Companys successors.

CUSIP number means the alphanumeric designation assigned to a security by Standard and Poors CUSIP Service Bureau.

Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company or the Guarantor; provided, however, that such depositary must have an address in the Borough of Manhattan, in The City of New York.

Exchange Offer shall mean the exchange offer by the Company and the Guarantor of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

Exchange Period shall have the meaning set forth in Section 2.1 hereof.

Exchange Securities shall mean preferred securities issued by the Company containing terms identical to the Preferred Securities in all material respects and guarantees, issued by the Guarantor, containing terms identical to the Guarantee (except in each case for references to certain liquidated damages provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Preferred Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

Guarantee shall mean the guaranteed payment of distributions (remuneracin) 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 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.

Guarantor shall have the meaning set forth in the preamble and shall also include the Guarantors successors.

Holder shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees, any registered owners of Registrable Securities, and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

Initial Purchaser shall have the meaning set forth in the preamble.

2

Liquidated Damages shall have the meaning set forth in Section 2.5 hereof.

Majority Holders shall mean the Holders of a majority of the outstanding Registrable Securities; provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or the Guarantor or any affiliate (as such term is defined in Rule 405 under the 1933 Act) of the Company or the Guarantor shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage.

NASD shall mean the National Association of Securities Dealers, Inc.

Participating Broker-Dealer shall mean Lehman Brothers Inc. and any other broker-dealer which makes a market in the Preferred Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities.

Person shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, association, joint stock company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Private Exchange shall have the meaning set forth in Section 2.1 hereof.

Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

Purchase Agreement shall have the meaning set forth in the preamble.

Registrable Securities shall mean the Preferred Securities, the Guarantee and, if issued, the Private Exchange Securities; provided, however, that Preferred Securities, the Guarantee and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Preferred Securities and the Guarantee shall have been declared effective under the 1933 Act and such Preferred Securities and the Guarantee  shall have been disposed of pursuant to such Registration Statement, (ii) such Preferred Securities and the Guarantee are eligible to be sold to the public pursuant to Rule l44 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Preferred Securities and the Guarantee shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (except in the case of Preferred Securities and Guarantee purchased from the Company and the Guarantor continuing to be held by the Initial Purchaser and having the status of an unsold allotment in the initial distribution).

3

Registrar and Transfer Agency Agreement shall mean the Registrar and Transfer Agency Agreement, dated March 11, 2004, among the Company, the Guarantor and the Bank of New York.

Registrar and Transfer Agent shall mean the Bank of New York, as registrar and transfer agent under the Registrar and Transfer Agency Agreement, or its successor.

Registration Default shall have the meaning set forth in Section 2.5 hereof.

Registration Expenses shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantor with this Agreement, including without limitation:  (i) all SEC, stock exchange or the NASD registration and filing fees, including, if applicable, the reasonable fees and expenses of any qualified independent underwriter (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders that are Initial Purchaser in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with the NASD), (iii) the cost of preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, including, but not limited to, any expenses of counsel to the Company and the Guarantor, (iv) all fees and expenses incurred in connection with the listing of any of the Registrable Securities on the New York Stock Exchange and such other securities exchanges as the Company and the Guarantor may determine, (v) any rating agency fees, (vi) the fees and disbursements of counsel for the Company and the Guarantor and of the independent public accountants of the Company and the Guarantor, including the expenses of any special audits or cold comfort letters required by Holders or underwriters of Registrable Securities who may be entitled to request such audits or letters pursuant to this Agreement, (vii) the fees and expenses of the Registrar and Transfer Agent, and any escrow agent or custodian, (viii) the reasonable out-of-pocket expenses of the Initial Purchaser in connection with the Exchange Offer, including the reasonable fees and expenses of one firm of counsel to the Initial Purchaser in connection therewith, (ix) the reasonable fees and disbursements of Sidley Austin Brown & Wood LLP, counsel representing the Holders of Shelf Registrable Securities or Special Counsel and (x) the reasonable out-of-pocket expenses of any underwriters customarily required to be paid by an issuer or seller of preferred securities in an underwritten offering or an offering pursuant to a securities sales agency agreement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

Registration Statement shall mean any registration statement of the Company and the Guarantor which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

4

SAS 72 shall mean Statement on Auditing Standards No. 72, as amended or supplemented from time to time.

SEC shall mean the United States Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission.

Shelf Registrable Securities shall have the meaning set forth in Section 2.5.

Shelf Registration shall mean a registration effected pursuant to Section 2.2 hereof.

Shelf Registration Statement shall mean a shelf registration statement of the Company and the Guarantor pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, and upon request, all exhibits thereto and all material incorporated by reference therein.

Special Counsel shall have the meaning set forth in Section 3(g)(i) hereof.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC