CUSIP 745177FH3

• ISIN: US745177FH37
• Entity Name: Government Development Bank for Puerto Rico
• Sector: Municipal Agency
• Announcement Date: *****
• Effective Date: *****
• Issue Date: *****
• Maturity Date: *****
• Country of Issuer: *****
• Region: Caribbean
• Issue Currency: *****
• CA Type: Amendment of Indenture
• News: FIFTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of June 8, 2018 (this Amendment), is among the Government Development Bank for Puerto Rico (GDB), the Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), and the Supporting Bondholders (as such term is defined in that certain Restructuring Support Agreement dated as of May 15, 2017, as amended by the First Amendment to Restructuring Support Agreement, dated October 20, 2017, Second Amendment to Restructuring Support Agreement, dated December 20, 2017, Third Amendment to Restructuring Support Agreement, dated March 20, 2018, and Fourth Amendment to Restructuring Support Agreement, dated April 6, 2018 (together with this Amendment, the Agreement)). Each of the signatories to the Agreement shall be referred to herein as a Party (and collectively referred to herein as the Parties). RECITALS WHEREAS, in accordance with Section 10 of the Agreement, any amendment to any of Sections 6(a)(iii), 6(a)(iv), 6(a)(v), 6(b)(v), 6(b)(vi) and 6(b)(vii) of the Agreement shall be deemed accepted by the Requisite Bondholders upon the consent of each of the advisors of any Material GDB Bondholder Group. WHEREAS, the advisors to each Material GDB Bondholder Group, along with GDB and AAFAF, have agreed to amend the Agreement on the terms described in Section 2 of this Amendment in accordance with Section 10 of the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, by and through their undersigned counsel (as applicable), hereto agree as follows: SECTION 1. Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement. SECTION 2. Amendment to the Restructuring Support Agreement. On the Amendment Effective Date, the Agreement is hereby amended as follows: (a) Clauses 6(a)(iii) and 6(b)(v) of the Agreement are hereby amended and restated in their entirety to each read as follows: (iii) At 11:59 p.m. Eastern Time on August 6, 2018 unless solicitation of the Qualifying Modification has been completed in accordance with section 601(h)(1) of PROMESA. (b) Clauses 6(a)(iv) and 6(b)(vi) of the Agreement are hereby amended and restated in their entirety to each read as follows: (iv) At 11:59 p.m. Eastern Time on September 12, 2018, unless the District Court shall have entered the Confirmation Order in form and substance reasonably satisfactory to GDB, AAFAF, and the Requisite Bondholders. SECTION 3. Conditions Precedent to Effectiveness of This Amendment. This Amendment shall become effective as of the date (the Amendment Effective Date) when GDB and AAFAF shall have received executed signature pages to this Amendment from the advisors of each Material GDB Bondholder Group. SECTION 4. Representations and Warranties. Each of the Parties, by and through their undersigned counsel (as applicable), hereby represents and warrants as to itself only that: (a) As of the date hereof and after giving effect to this Amendment, the representations and warranties made in the Agreement are true and correct in all material respects as if made on the date hereof (other any such representations and warranties that, by their terms, expressly refer to being made only as of a date other than the date hereof). (b) This Amendment has been duly executed and delivered by the advisors to each Material GDB Bondholder Group, GDB, and AAFAF, and is a legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally. SECTION 5. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Amendment shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of New York and PROMESA, without giving effect to the conflict of laws principles thereof; provided that any issues addressing the fiduciary or statutory duties of GDB or its governing board shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico. Each of the Parties irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Amendment (or the transactions contemplated hereby) brought by any Party or its successors or assigns shall be brought in any federal district court sitting in Puerto Rico and any appellate court from any thereof or, in the event such federal court does not have or accept jurisdiction, a Commonwealth court and any appellate court from any thereto (collectively, the Puerto Rico Courts), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Puerto Rico Courts for itself and with respect to its property, generally and unconditionally, with regard to any such
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