A-1

Exhibit A

HTA Plan

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 1 of 137
UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, 

et al.,

Debtors.

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

MODIFIED FIFTH AMENDED TITLE III PLAN OF ADJUSTMENT OF THE 

PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY

PROSKAUER ROSE LLP

Eleven Times Square

New York, New York 10036

Telephone: (212) 969-3000

Facsimile: (212) 969-2900

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Telephone: (787) 764-8181

Facsimile: (787) 753-8944

Attorneys for the Financial Oversight and Management Board

 

as Representative for the Debtor in Its Title III Case

Dated: September 6, 2022

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

1.1 AAFAF ................................................................................................................................1

1.2 ACR Order...........................................................................................................................1

1.3 Act 106.................................................................................................................................1

1.4 Administrative Claim Bar Date ...........................................................................................1

1.5 Administrative Expense Claim ............................................................................................1

1.6 ADR Order...........................................................................................................................2

1.7 ADR Procedures ..................................................................................................................2

1.8 Affiliate ................................................................................................................................2

1.9 AFICA..................................................................................................................................2

1.10 Allowed................................................................................................................................2

1.11 Allowed Claim.....................................................................................................................2

1.12 Ambac ..................................................................................................................................2

1.13 Ambac Acceleration Price ...................................................................................................2

1.14 Ambac Action ......................................................................................................................3

1.15 Ambac Bondholder Elections..............................................................................................3

1.16 Ambac Bondholder Election Forms.....................................................................................3

1.17 Ambac Bondholder Notice Form.........................................................................................3

1.18 Ambac Certificates...............................................................................................................3

1.19 Ambac Commutation Consideration....................................................................................3

1.20 Ambac Commutation Treatment..........................................................................................3

1.21 Ambac CW/HTA Bond Claims...........................................................................................3

1.22 Ambac Election....................................................................................................................3

1.23 Ambac Election Notice ........................................................................................................3

1.24 Ambac Insured Bond Claims...............................................................................................3

1.25 Ambac Insured Bondholder.................................................................................................4

1.26 Ambac Insured Bonds..........................................................................................................4

1.27 Ambac Insurance Policies....................................................................................................4

1.28 Ambac Non-Commutation Treatment .................................................................................4

1.29 Ambac Plan Consideration ..................................................................................................4

1.30 Ambac Treatment.................................................................................................................4

1.31 Ambac Trust.........................................................................................................................4

1.32 Ambac Trust Assets.............................................................................................................4

1.33 Appointments Related Litigation.........................................................................................4

1.34 Assets...................................................................................................................................4

1.35 Assured ................................................................................................................................5

1.36 Assured Advancement Option .............................................................................................5

1.37 Assured Acceleration Price..................................................................................................5

1.38 Assured Bondholder Elections.............................................................................................5

1.39 Assured Bondholder Elections Form...................................................................................5

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1.40 Assured CW/HTA Bond Claims..........................................................................................5

1.41 Assured Election ..................................................................................................................5

1.42 Assured Election Notice ......................................................................................................5

1.43 Assured Insurance Policies..................................................................................................5

1.44 Assured Insured Bond Claim...............................................................................................5

1.45 Assured Insured Bondholder................................................................................................5

1.46 Assured Insured Bonds........................................................................................................6

1.47 Assured New HTA Bonds ...................................................................................................6

1.48 Assured Plan Consideration.................................................................................................6

1.49 Assured Treatment...............................................................................................................6

1.50 Assured Trust.......................................................................................................................6

1.51 Avoidance Actions...............................................................................................................6

1.52 Avoidance Actions Trust .....................................................................................................7

1.53 Avoidance Actions Trust Agreement...................................................................................7

1.54 Avoidance Actions Trust Board...........................................................................................7

1.55 Avoidance Actions Trustee..................................................................................................7

1.56 Ballot Date ...........................................................................................................................7

1.57 Ballot/Election Form............................................................................................................7

1.58 Bankruptcy Code .................................................................................................................7

1.59 Bankruptcy Rules.................................................................................................................7

1.60 Bar Date ...............................................................................................................................7

1.61 Bar Date Orders ...................................................................................................................7

1.62 Business Day........................................................................................................................8

1.63 Capital Improvements..........................................................................................................8

1.64 Cash......................................................................................................................................8

1.65 Causes of Action..................................................................................................................8

1.66 CCDA ..................................................................................................................................8

1.67 Charging Lien ......................................................................................................................8

1.68 Claim....................................................................................................................................8

1.69 Class.....................................................................................................................................8

1.70 Clawback Actions................................................................................................................9

1.71 Clawback CVI Indenture .....................................................................................................9

1.72 Clawback CVIs....................................................................................................................9

1.73 COFINA...............................................................................................................................9

1.74 Commonwealth....................................................................................................................9

1.75 Commonwealth Confirmation Order...................................................................................9

1.76 Commonwealth Constitution ...............................................................................................9

1.77 Commonwealth Effective Date............................................................................................9

1.78 Commonwealth Loan...........................................................................................................9

1.79 Commonwealth Legislature .................................................................................................9

1.80 Commonwealth Plan..........................................................................................................10

1.81 Consummation Costs.........................................................................................................10

1.82 Convenience Cap ...............................................................................................................10

1.83 Convenience Claim............................................................................................................10

1.84 Conversion Date.................................................................................................................10

1.85 Creditor ..............................................................................................................................10

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1.86 Creditors’ Committee.........................................................................................................10

1.87 CUSIP ................................................................................................................................10

1.88 Custodial Trust Documents................................................................................................11

1.89 CVIs...................................................................................................................................11

1.90 CVI Indenture ....................................................................................................................11

1.91 CVI Legislation..................................................................................................................11

1.92 CW/Convention Center Claim...........................................................................................11

1.93 CW/HTA Claim.................................................................................................................11

1.94 CW/HTA Clawback Recovery ..........................................................................................11

1.95 CW/MBA Claim................................................................................................................11

1.96 CW/PRIFA Rum Tax Claim..............................................................................................11

1.97 Debt....................................................................................................................................12

1.98 Debtor ................................................................................................................................12

1.99 Debt Management Policy...................................................................................................12

1.100 Debt Policy Period .............................................................................................................12

1.101 Debt Related Objections....................................................................................................12

1.102 Debt Service Fund..............................................................................................................13

1.103 Deemed Issuance Date.......................................................................................................13

1.104 Definitive Documents........................................................................................................13

1.105 Disallowed .........................................................................................................................13

1.106 Disbursing Agent ...............................................................................................................13

1.107 Disclosure Statement .........................................................................................................13

1.108 Disclosure Statement Hearing............................................................................................14

1.109 Disclosure Statement Order...............................................................................................14

1.110 Disputed Claim ..................................................................................................................14

1.111 Disputed Funds Stipulation................................................................................................14

1.112 Distribution Record Date ...................................................................................................14

1.113 DRA...................................................................................................................................14

1.114 DRA Parties.......................................................................................................................14

1.115 DRA Restriction Fee..........................................................................................................14

1.116 DRA Stipulation.................................................................................................................15

1.117 Dual-Insured Bond.............................................................................................................15

1.118 Eminent Domain/Inverse Condemnation Claim................................................................15

1.119 Eminent Domain Proceeding .............................................................................................15

1.120 Entity..................................................................................................................................15

1.121 ERS ....................................................................................................................................15

1.122 Executory Contract ............................................................................................................15

1.123 Federal Claims...................................................................................................................15

1.124 FGIC ..................................................................................................................................15

1.125 FGIC Action.......................................................................................................................15

1.126 FGIC Certificates...............................................................................................................16

1.127 FGIC CW/HTA Bond Claims............................................................................................16

1.128 FGIC Escrow Account Agreements...................................................................................16

1.129 FGIC Insured Bond Claims ...............................................................................................16

1.130 FGIC Insured Bonds..........................................................................................................16

1.131 FGIC Insurance Policies....................................................................................................16

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1.132 FGIC Plan Consideration...................................................................................................16

1.133 FGIC Rehabilitation Plan...................................................................................................16

1.134 FGIC Treatment.................................................................................................................16

1.135 FGIC Trust.........................................................................................................................16

1.136 Final Order.........................................................................................................................17

1.137 Findings of fact and Conclusions of Law ..........................................................................17

1.138 Fiscal Plan..........................................................................................................................17

1.139 Franklin Fund.....................................................................................................................17

1.140 Franklin Nuveen Trust .......................................................................................................17

1.141 Franklin Nuveen Trust Unit Holder...................................................................................17

1.142 FY ......................................................................................................................................17

1.143 GDB...................................................................................................................................17

1.144 GDB/HTA Loans...............................................................................................................17

1.145 GDB Loan Priority Determination.....................................................................................18

1.146 GO CVIs ............................................................................................................................18

1.147 Government Entity.............................................................................................................18

1.148 Government Parties............................................................................................................18

1.149 Government Released Claims............................................................................................18

1.150 Government Releasees.......................................................................................................19

1.151 GUC Recovery Cap ...........................................................................................................19

1.152 GUC Reserve .....................................................................................................................19

1.153 Highway Assets .................................................................................................................19

1.154 HTA ...................................................................................................................................19

1.155 HTA 68 Bond Claim..........................................................................................................19

1.156 HTA 68 Bond Claim (Ambac)...........................................................................................19

1.157 HTA 68 Bond Claim (Assured).........................................................................................19

1.158 HTA 68 Bond Claim (National) ........................................................................................19

1.159 HTA 68 Bond Recovery ....................................................................................................19

1.160 HTA 68 Bonds...................................................................................................................20

1.161 HTA 98 Bonds...................................................................................................................20

1.162 HTA 98 Senior Bond Claim ..............................................................................................20

1.163 HTA 98 Senior Bond Claim (Ambac) ...............................................................................20

1.164 HTA 98 Senior Bond Claim (Assured)..............................................................................20

1.165 HTA 98 Senior Bond Claim (FGIC)..................................................................................20

1.166 HTA 98 Senior Bond Claim (National).............................................................................21

1.167 HTA 98 Senior Bond Recovery.........................................................................................21

1.168 HTA 98 Senior Bonds........................................................................................................21

1.169 HTA 98 Sub Bond Claim...................................................................................................22

1.170 HTA 98 Sub Bond Claim (Assured)..................................................................................22

1.171 HTA 98 Sub Bond Claim (FGIC)......................................................................................22

1.172 HTA 98 Sub Bond Claim (National) .................................................................................22

1.173 HTA 98 Sub Bond Recovery .............................................................................................22

1.174 HTA 98 Sub Bonds............................................................................................................22

1.175 HTA Bond Claims .............................................................................................................22

1.176 HTA Bonds........................................................................................................................22

1.177 HTA/CCDA Annex Agreement.........................................................................................22

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1.178 HTA/CCDA Joinder Agreement........................................................................................22

1.179 HTA/CCDA Joinder Deadline...........................................................................................22

1.180 HTA/CCDA Joinder Creditors ..........................................................................................23

1.181 HTA/CCDA Plan Support Agreement...............................................................................23

1.182 HTA/CCDA PSA Creditors...............................................................................................23

1.183 HTA/CCDA PSA Restriction Fee Creditors .....................................................................23

1.184 HTA/CCDA PSA Restriction Fee Period..........................................................................23

1.185 HTA/CCDA PSA Threshold Attainment...........................................................................23

1.186 HTA Clawback CVI ..........................................................................................................24

1.187 HTA Clawback Recovery..................................................................................................24

1.188 HTA Committee Agreement..............................................................................................24

1.189 HTA Confirmation Date ....................................................................................................24

1.190 HTA Confirmation Hearing...............................................................................................24

1.191 HTA Confirmation Order ..................................................................................................24

1.192 HTA Distribution Conditions ............................................................................................24

1.193 HTA Effective Date ...........................................................................................................24

1.194 HTA Enabling Act .............................................................................................................25

1.195 HTA Fiscal Agent..............................................................................................................25

1.196 HTA Fiscal Plan.................................................................................................................25

1.197 HTA/GDB Claim...............................................................................................................25

1.198 HTA General Unsecured Claim.........................................................................................25

1.199 HTA GUC Recovery..........................................................................................................25

1.200 HTA Moscoso Bond Claim ...............................................................................................26

1.201 HTA Moscoso Bonds.........................................................................................................26

1.202 HTA Petition Date .............................................................................................................26

1.203 HTA Plan ...........................................................................................................................26

1.204 HTA PSA Restriction Fees................................................................................................26

1.205 HTA Restriction Fee Percentage .......................................................................................26

1.206 HTA Title III Case .............................................................................................................26

1.207 Initial HTA/CCDA PSA Creditors ....................................................................................26

1.208 Insured HTA Bond Claim..................................................................................................27

1.209 Invalidity Actions...............................................................................................................27

1.210 IRC.....................................................................................................................................27

1.211 IRS .....................................................................................................................................27

1.212 Late-Filed Claim................................................................................................................27

1.213 Lien ....................................................................................................................................27

1.214 Lien Challenge Actions......................................................................................................27

1.215 Lift Stay Motions...............................................................................................................27

1.216 List of Creditors.................................................................................................................27

1.217 Local Bankruptcy Rules.....................................................................................................27

1.218 MBA ..................................................................................................................................28

1.219 MFA...................................................................................................................................28

1.220 Monolines ..........................................................................................................................28

1.221 National..............................................................................................................................28

1.222 National Action..................................................................................................................28

1.223 National Acceleration Price ...............................................................................................28

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1.224 National Bondholder Election Form..................................................................................28

1.225 National Certificates ..........................................................................................................28

1.226 National Commutation Consideration ...............................................................................28

1.227 National Commutation Treatment .....................................................................................28

1.228 National CW/HTA Bond Claims.......................................................................................28

1.229 National Election Notice....................................................................................................29

1.230 National Escrow Account ..................................................................................................29

1.231 National Escrow Consideration .........................................................................................29

1.232 National HTA Consideration .............................................................................................29

1.233 National Insurance Policies................................................................................................29

1.234 National Insured Bond Claims...........................................................................................29

1.235 National Insured Bonds......................................................................................................29

1.236 National Non-Commutation Treatment .............................................................................29

1.237 National Plan Consideration ..............................................................................................29

1.238 National Treatment ............................................................................................................29

1.239 National Trust ....................................................................................................................29

1.240 National Trust Consideration.............................................................................................30

1.241 New HTA Bonds................................................................................................................30

1.242 New HTA Bonds Indenture ...............................................................................................30

1.243 New HTA Bonds Trustee...................................................................................................30

1.244 New HTA CABs................................................................................................................30

1.245 New HTA CIBs..................................................................................................................30

1.246 New HTA Convertible CABs............................................................................................30

1.247 Nuveen Fund......................................................................................................................30

1.248 Outstanding........................................................................................................................30

1.249 Oversight Board.................................................................................................................30

1.250 Partial Disposition..............................................................................................................31

1.251 PayGo.................................................................................................................................31

1.252 PBA....................................................................................................................................31

1.253 Person.................................................................................................................................31

1.254 PFC ....................................................................................................................................31

1.255 Plan Supplement ................................................................................................................31

1.256 Pledged Revenues..............................................................................................................31

1.257 PRASA...............................................................................................................................31

1.258 PREPA...............................................................................................................................31

1.259 PRIDCO.............................................................................................................................31

1.260 PRIFA ................................................................................................................................31

1.261 PRITA................................................................................................................................31

1.262 Professional........................................................................................................................32

1.263 Professional Claim.............................................................................................................32

1.264 PROMESA.........................................................................................................................32

1.265 Pro Rata Share....................................................................................................................32

1.266 Related Persons..................................................................................................................32

1.267 Released Claims.................................................................................................................32

1.268 Released Parties.................................................................................................................33

1.269 Releasing Parties................................................................................................................33

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1.270 Reorganized Commonwealth.............................................................................................33

1.271 Reorganized HTA ..............................................................................................................33

1.272 Reorganized HTA By-Laws ..............................................................................................33

1.273 SCC Action ........................................................................................................................33

1.274 SEC....................................................................................................................................34

1.275 Section 103 Bond Counsel.................................................................................................34

1.276 Section 510(b) Subordinated Claim...................................................................................34

1.277 Secured Obligations...........................................................................................................34

1.278 Securities Act.....................................................................................................................34

1.279 SIB Account.......................................................................................................................34

1.280 Solicitation Agent ..............................................................................................................34

1.281 Standard Terms of the Assured Trusts...............................................................................34

1.282 Subordinated Indebtedness ................................................................................................34

1.283 Syncora ..............................................................................................................................34

1.284 Syncora Acceleration Price................................................................................................34

1.285 Title III...............................................................................................................................34

1.286 Title III Case ......................................................................................................................34

1.287 Title III Court.....................................................................................................................35

1.288 Toll Facilities.....................................................................................................................35

1.289 Toll Rate Covenant ............................................................................................................35

1.290 Toll Receipts......................................................................................................................35

1.291 Toll Receipt Fund ..............................................................................................................35

1.292 Tolls...................................................................................................................................35

1.293 Transit Assets.....................................................................................................................35

1.294 Trust Documentation .........................................................................................................35

1.295 Trust Estate ........................................................................................................................35

1.296 Unclaimed Distribution......................................................................................................36

1.297 Underwriter Actions...........................................................................................................36

1.298 Unexpired Lease ................................................................................................................36

1.299 Uniformity Litigation.........................................................................................................36

1.300 UPR....................................................................................................................................36

1.301 Voting Record Date ...........................................................................................................36

1.302 Other Definitions ...............................................................................................................36

1.303 Rules of Interpretation .......................................................................................................37

ARTICLE II

COMPROMISE AND SETTLEMENT OF DISPUTES/RESTRUCTURING OF 

ENTITIES/RETIREE CLAIMS

2.1 Litigation Resolution .........................................................................................................37

2.2 Allowance of Bond Claims................................................................................................37

2.3 Releases, Injunctions and Exculpation ..............................................................................38

2.4 HTA Operational Restructuring.........................................................................................38

2.5 Retiree Claims....................................................................................................................38

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ARTICLE III

PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS

3.1 Administrative Expense Claims.........................................................................................39

3.2 Professional Compensation and Reimbursement Claims..................................................39

3.3 HTA Consummation Costs................................................................................................39

3.4 HTA Restriction Fee ..........................................................................................................40

3.5 DRA Restriction Fee..........................................................................................................41

3.6 Non-Severability................................................................................................................41

ARTICLE IV

CLASSIFICATION OF CLAIMS

4.1 Claims are classified as follows.........................................................................................42

ARTICLE V

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (CLASS 1)

5.1 Treatment of HTA 68 Bond Claims...................................................................................43

ARTICLE VI

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (AMBAC) (CLASS 2)

6.1 Treatment of HTA 68 Bond Claims (Ambac) ...................................................................43

ARTICLE VII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (ASSURED) (CLASS 3)

7.1 Treatment of HTA 68 Bond Claims (Assured)..................................................................43

ARTICLE VIII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (NATIONAL) (CLASS 4)

8.1 Treatment of HTA 68 Bond Claims (National).................................................................43

ARTICLE IX

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (CLASS 5)

9.1 Treatment of HTA 98 Senior Bond Claims.......................................................................44

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ARTICLE X

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (AMBAC) (CLASS 6)

10.1 Treatment of HTA 98 Senior Bond Claims (Ambac)........................................................44

ARTICLE XI

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (ASSURED) (CLASS 7)

11.1 Treatment of HTA 98 Senior Bond Claims (Assured) ......................................................44

ARTICLE XII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (FGIC) (CLASS 8)

12.1 Treatment of HTA 98 Senior Bond Claims (FGIC) ..........................................................44

ARTICLE XIII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (NATIONAL) (CLASS 9)

13.1 Treatment of HTA 98 Senior Bond Claims (National)......................................................45

ARTICLE XIV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (CLASS 10)

14.1 Treatment of HTA 98 Sub Bond Claims ...........................................................................45

ARTICLE XV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (ASSURED) (CLASS 11)

15.1 Treatment of HTA 98 Sub Bond Claims (Assured)...........................................................45

ARTICLE XVI

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (FGIC) (CLASS 12)

16.1 Treatment of HTA 98 Sub Bond Claims (FGIC)...............................................................45

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ARTICLE XVII

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (NATIONAL) (CLASS 13)

17.1 Treatment of HTA 98 Sub Bond Claims (National)..........................................................46

ARTICLE XVIII

PROVISIONS FOR TREATMENT OF HTA

MOSCOSO BOND CLAIMS (CLASS 14)

18.1 Treatment of HTA Moscoso Bond Claims........................................................................46

ARTICLE XIX

PROVISIONS FOR TREATMENT EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 15)

19.1 Treatment of Eminent Domain/Inverse Condemnation Claims.........................................46

ARTICLE XX

PROVISIONS FOR TREATMENT OF HTA

GENERAL UNSECURED CLAIMS (CLASS 16)

20.1 Treatment of HTA General Unsecured Claims .................................................................47

20.2 Limitation on Recovery .....................................................................................................47

20.3 GUC Reserve .....................................................................................................................48

ARTICLE XXI

PROVISIONS FOR TREATMENT OF

HTA/GDB CLAIMS (CLASS 17)

21.1 Treatment of HTA/GDB Claims........................................................................................48

ARTICLE XXII

PROVISIONS FOR TREATMENT OF

SECTION 510(b) SUBORDINATED CLAIMS (CLASS 18)

22.1 Treatment of Section 510(b) Subordinated Claims ...........................................................48

ARTICLE XXIII

PROVISIONS FOR TREATMENT OF

CONVENIENCE CLAIMS (CLASS 19)

23.1 Treatment of Convenience Claims.....................................................................................48

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ARTICLE XXIV

PROVISIONS FOR TREATMENT 

OF FEDERAL CLAIMS (CLASS 20)

24.1 Treatment of Federal Claims .............................................................................................49

ARTICLE XXV

PROVISIONS REGARDING SECURED OBLIGATIONS 

AND ADDITIONAL INDEBTEDNESS

25.1 Issuance and Distribution of the New HTA Bonds ...........................................................49

25.2 Tax-Exempt Treatment of the New HTA Bonds...............................................................53

25.3 Adoption and Maintenance of a Debt Management Policy...............................................53

ARTICLE XXVI

PROVISIONS REGARDING ASSURED INSURED BONDS, NATIONAL

INSURED BONDS, AMBAC INSURED BONDS AND FGIC INSURED BONDS

26.1 Treatment of Assured Insured Bond Claims......................................................................54

26.2 Treatment of National Insured Bond Claims.....................................................................58

26.3 Treatment of FGIC Insured Bond Claims..........................................................................61

26.4 Treatment of Ambac Insured Bond Claims.......................................................................62

26.5 Fiscal Agent Obligations....................................................................................................66

ARTICLE XXVII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

27.1 Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases.................................................................................................................................66

27.2 Approval of Rejection or Assumption of Executory Contracts and Unexpired 

Leases.................................................................................................................................67

27.3 Inclusiveness......................................................................................................................67

27.4 Cure of Defaults.................................................................................................................67

27.5 Insurance Policies ..............................................................................................................67

27.6 Rejection Damage Claims..................................................................................................68

27.7 Indemnification and Reimbursement Obligations.............................................................68

27.8 Nonoccurrence of HTA Effective Date .............................................................................68

27.9 Reservation of Rights.........................................................................................................68

27.10 Collective Bargaining Agreements....................................................................................68

ARTICLE XXVIII

PROVISIONS GOVERNING DISTRIBUTIONS

28.1 Time and Manner of Distribution ......................................................................................69

28.2 Timeliness of Payments.....................................................................................................70

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28.3 Distributions by the Disbursing Agent ..............................................................................70

28.4 Manner of Payment under the HTA Plan ..........................................................................70

28.5 Delivery of Distributions ...................................................................................................70

28.6 Cancellation of Notes, Instruments, Certificates, and Other Documents ..........................71

28.7 Undeliverable/Reserved Distributions...............................................................................72

28.8 Withholding and Reporting Requirements ........................................................................72

28.9 Time Bar to Cash Payments...............................................................................................73

28.10 Distributions After HTA Effective Date............................................................................73

28.11 Setoffs................................................................................................................................73

28.12 Allocation of Plan Distributions Between Principal and Interest ......................................73

28.13 Payment of Trustee Fees and Expenses.............................................................................74

28.14 Beneficial Owner ...............................................................................................................74

28.15 Value of Distributions........................................................................................................75

28.16 Disputed Funds Stipulation................................................................................................75

ARTICLE XXIX

PROSECUTION AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTOR

29.1 Prosecution of Claims........................................................................................................76

ARTICLE XXX

ACCEPTANCE OR REJECTION OF THE HTA PLAN; EFFECT OF

REJECTION BY ONE OR MORE CLASSES OF CLAIMS

30.1 Impaired Classes to Vote ...................................................................................................76

30.2 Acceptance by Class of Creditors......................................................................................76

30.3 Cramdown..........................................................................................................................76

ARTICLE XXXI

RIGHTS AND POWERS OF DISBURSING AGENT

31.1 Exculpation ........................................................................................................................76

31.2 Powers of the Disbursing Agent ........................................................................................77

31.3 Fees and Expenses Incurred From and After the HTA Effective Date..............................77

ARTICLE XXXII

PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS

AND CLAIMS SUBJECT TO ACR PROCEDURES

32.1 Objections to Claims; Prosecution of Disputed Claims.....................................................77

32.2 Estimation of Claims..........................................................................................................78

32.3 Payments and Distributions on Disputed Claims...............................................................78

32.4 Authority to Amend Lists of Creditors..............................................................................79

32.5 Non-Accrual of Interest .....................................................................................................79

32.6 Disallowance of Claims.....................................................................................................79

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32.7 Claims Subject to ACR Procedures...................................................................................80

ARTICLE XXXIII

IDENTIFICATION OF CLAIMS IMPAIRED BY THE HTA PLAN

AND NOT IMPAIRED BY THE HTA PLAN

33.1 Impaired Classes................................................................................................................80

33.2 Unimpaired HTA Classes..................................................................................................80

ARTICLE XXXIV

CONDITIONS PRECEDENT TO CONFIRMATION OF THE HTA PLAN

34.1 Conditions Precedent to Confirmation of the HTA Plan...................................................81

34.2 Waiver of Conditions Precedent to Confirmation .............................................................82

ARTICLE XXXV

CONDITIONS PRECEDENT TO THE HTA EFFECTIVE DATE

35.1 Conditions Precedent to the HTA Effective Date..............................................................82

35.2 Waiver of Conditions Precedent ........................................................................................85

35.3 Effect of Non-Occurrence of Conditions to HTA Effective Date .....................................86

ARTICLE XXXVI

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE HTA PLAN

36.1 Modification of HTA Plan.................................................................................................86

36.2 Revocation or Withdrawal .................................................................................................86

36.3 Amendment of Plan Documents........................................................................................86

36.4 No Admission of Liability .................................................................................................87

ARTICLE XXXVII

CORPORATE GOVERNANCE AND 

MANAGEMENT OF REORGANIZED HTA

37.1 Corporate Action................................................................................................................87

37.2 Amendment of By-Laws....................................................................................................88

37.3 Directors of Reorganized HTA..........................................................................................88

37.4 Officers of Reorganized HTA............................................................................................88

ARTICLE XXXVIII

PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA

38.1 Effect of Confirmation.......................................................................................................88

38.2 Ongoing Role of the Oversight Board ...............................................................................88

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38.3 Preemption of Laws...........................................................................................................88

ARTICLE XXXIX

PROVISIONS REGARDING CREDITORS’ COMMITTEE

39.1 Dissolution of Creditors’ Committee.................................................................................89

ARTICLE XL

RETENTION OF JURISDICTION

40.1 Retention of Jurisdiction....................................................................................................90

ARTICLE XLI

MISCELLANEOUS PROVISIONS

41.1 Title to Assets ....................................................................................................................92

41.2 Discharge and Release of Claims and Causes of Action ...................................................92

41.3 Injunction on Claims..........................................................................................................95

41.4 Integral to HTA Plan..........................................................................................................95

41.5 Releases by the Debtor and Reorganized HTA .................................................................95

41.6 Injunction Related to Releases...........................................................................................96

41.7 Exculpation ........................................................................................................................96

41.8 Appointments Related Litigation/Uniformity Litigation ...................................................98

41.9 Bar Order ...........................................................................................................................98

41.10 No Waiver..........................................................................................................................99

41.11 Supplemental Injunction ....................................................................................................99

41.12 Post-Effective Date Fees and Expenses...........................................................................100

41.13 Securities Act Exemption ................................................................................................100

41.14 Severability ......................................................................................................................100

41.15 Governing Law ................................................................................................................100

41.16 Closing Case ....................................................................................................................101

41.17 Section Headings .............................................................................................................101

41.18 Inconsistencies.................................................................................................................101

41.19 Document Retention ........................................................................................................101

41.20 Immediate Binding Effect................................................................................................101

41.21 Additional Documents.....................................................................................................102

41.22 Reservation of Rights.......................................................................................................102

41.23 Successors and Assigns....................................................................................................102

41.24 Notices .............................................................................................................................102

41.25 Term of Injunctions or Stays............................................................................................104

41.26 Entire Agreement.............................................................................................................104

41.27 Plan Supplement ..............................................................................................................104

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The Financial Oversight and Management Board for Puerto Rico, as Title III 

representative of the Puerto Rico Highways and Transportation Authority pursuant to Section 

315(b) of the Puerto Rico Oversight, Management and Economic Stability Act, hereby proposes 

the following plan of adjustment.

ARTICLE I

DEFINITIONS

As used in the HTA Plan, the following terms have the respective meanings set forth 

below and are equally applicable to the singular and plural of the terms defined:

1.1 AAFAF: Autoridad de Asesoría Financiera y Agencia Fiscal, a public 

corporation and instrumentality of the Commonwealth, whose name in English is the Puerto Rico 

Fiscal Agency and Financial Advisory Authority.

1.2 ACR Order: That certain Order (A) Authorizing Administrative Reconciliation 

of Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief, dated 

March 12, 2020 [Case. No. 17-3283-LTS, ECF No. 12274].

1.3 Act 106: Act No. 106 of August 23, 2017, which created the pay-as-you-go 

pension system known as “PayGo” and established a defined contribution retirement system to 

replace the retirement benefit plan pursuant to Act No. 12 of October 19, 1954, as amended, Act 

No. 3 of April 4, 2013, as amended, and Act No. 160 of December 24, 2013, as amended. 

1.4 Administrative Claim Bar Date: Unless otherwise ordered by the Title III 

Court, the date established by the Title III Court and set forth in the HTA Confirmation Order as 

the last day to file proof of Administrative Expense Claims, which date shall be no more than 

ninety (90) days after the HTA Effective Date, after which date, any Administrative Expense 

Claim, proof of which has not been filed, shall be deemed forever barred, and the Debtor and 

Reorganized HTA shall have no obligation with respect thereto; provided, however, that no 

proof of Administrative Expense Claim shall be required to be filed if such Administrative 

Expense Claim (a) shall have been incurred (i) in accordance with an order of the Title III Court 

or (ii) with the written consent of the applicable Government Parties expressly granting such 

Administrative Expense Claim, (b) is a Professional Claim, (c) is an intergovernmental Claim, 

(d) is an Administrative Expense Claim of the IRS for the payment of taxes incurred by the 

Debtor during the period from and after the HTA Petition Date, or (e) is the subject of a pending 

motion seeking allowance of an administrative expense pursuant to section 503(b) of the 

Bankruptcy Code as of the entry of the HTA Confirmation Order.

1.5 Administrative Expense Claim: A Claim against the Debtor or its Assets 

constituting a cost or expense of administration of the Title III Case asserted or authorized to be 

asserted, on or prior to the Administrative Claim Bar Date, in accordance with sections 503(b) 

and 507(a)(2) of the Bankruptcy Code arising during the period up to and including the HTA 

Effective Date, and otherwise complying with applicable Puerto Rico law, including, without 

limitation, subject to the occurrence of the HTA Effective Date, and except as provided in 

Sections 3.3 and 3.4 hereof, Consummation Costs and HTA PSA Restriction Fees.

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1.6 ADR Order: That certain Order (A) Authorizing Alternative Dispute Resolution 

Procedures, (B) Approving Additional Forms of Notice, (C) Approving Proposed Mailing, and 

(D) Granting Related Relief, dated April 1, 2020 [Case. No. 17-3283-LTS, ECF No. 12576].

1.7 ADR Procedures: The alternative dispute resolution procedures authorized 

pursuant to the ADR Order.

1.8 Affiliate: With respect to any specified Entity, any other Entity that directly, or 

indirectly through one or more intermediaries, controls, is controlled by, or is under common 

control with, such Entity.

1.9 AFICA: Puerto Rico Industrial, Tourist, Educational, Medical, and 

Environmental Control Facilities Financing Authority.

1.10 Allowed: With respect to any Claim against HTA, such Claim or portion thereof 

(a) proof of which was filed on or before the applicable Bar Date or (b) if no proof of Claim has 

been timely filed, which has been or hereafter is listed by the Debtor in the List of Creditors and 

is not listed thereon as “disputed”, “contingent”, or “unliquidated” or (c) allowed pursuant to 

(i) section 502(h) of the Bankruptcy Code, applicable to the Title III Case pursuant to 

Section 301 of PROMESA, (ii) the terms of the HTA Plan or (iii) a Final Order; provided, 

however, that, with respect to any Claim described in clause (a) or (b) above, such Claim shall be 

considered Allowed only if, and to the extent that, no objection to the allowance thereof, or 

action to equitably subordinate or otherwise limit recovery with respect thereto, has been 

interposed within the applicable period of limitation fixed by the HTA Plan, the Bankruptcy 

Code, the Bankruptcy Rules, or a Final Order, or as to which an objection has been interposed 

and such Claim has been allowed in whole or in part by a Final Order. For purposes of 

determining the amount of an “Allowed Claim” with respect to distributions within a Class, there 

shall be deducted therefrom an amount equal to the amount of any, original issue discount not 

accrued as of the date immediately prior to the HTA Petition Date and any Claim that the Debtor

may hold against the holder thereof, to the extent such Claim may be set off pursuant to 

applicable bankruptcy and non-bankruptcy law. Notwithstanding anything to the contrary herein 

(x) Claims allowed solely for the purpose of voting to accept or reject the HTA Plan pursuant to 

an order of the Title III Court shall not be considered “Allowed” hereunder unless otherwise 

specified herein or by order of the Title III Court, (y) for any purpose under the HTA Plan, 

except with respect to amounts that are determined by a Final Order to be “just compensation”

attributable in connection with the allowance of an Eminent Domain/Inverse Condemnation 

Claim and treatment thereof pursuant to the terms and provisions of Section 19.1 hereof, 

“Allowed” shall not include interest, penalties, or late charges arising from or relating to the 

period from and after the HTA Petition Date, and (z) “Allowed” shall not include any Claim 

subject to disallowance in accordance with section 502(d) of the Bankruptcy Code.

1.11 Allowed Claim: A Claim, to the extent it is or has become Allowed.

1.12 Ambac: Ambac Assurance Corporation or its successor or designee.

1.13 Ambac Acceleration Price: With respect to any Ambac Insured Bond, an 

amount equal to the outstanding principal amount of such Ambac Insured Bond plus the accrued 

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and unpaid interest thereon as of the date of payment; provided, however, that such amount shall 

be adjusted to account for any payment of principal and/or accrued interest made to the holder of 

such Ambac Insured Bond on account of the Ambac Insurance Policies prior to the payment of 

an applicable Allowed Ambac Insured Bond Claim in accordance with the terms and provisions

of Section 26.4 hereof. 

1.14 Ambac Action: The litigation styled Ambac Assurance Corp. v. Merrill Lynch, 

Pierce, Fenner & Smith Inc., et al., currently pending in the Estado Libre Asociado de Puerto 

Rico, Sala Superior de San Juan, Civil No. SJ2020CV01505.

1.15 Ambac Bondholder Elections: Collectively, the elections provided to Ambac 

Insured Bond holders in accordance with the terms and provisions of Section 26.4 hereof and set 

forth in the Ambac Bondholder Election Form. 

1.16 Ambac Bondholder Election Forms: The “Election Notice to Holders of 

Ambac Insured HTA 98 Senior Bond Claims” attached as Schedule 5(a) to the Disclosure 

Statement Order. 

1.17 Ambac Bondholder Notice Form: The “Notice to Holders of Ambac Insured 

HTA 68 Bond Claims” attached as Schedule 4(e) to the Disclosure Statement Order. 

1.18 Ambac Certificates: The certificate(s) or unit(s) to be issued by the Ambac

Trust to beneficial holders of HTA Bonds electing treatment pursuant to the terms and provisions 

of Section 26.4 hereof and which HTA Bonds are deposited into the Ambac Trust.

1.19 Ambac Commutation Consideration: A combination of some or all of the 

following selected at Ambac’s sole discretion at or prior to the commencement of the Disclosure 

Statement Hearing: (a) some or all of a holder’s Pro Rata Share of the Ambac Plan 

Consideration; (b) a percentage, to be determined at Ambac’s sole discretion, of the 

Consummation Costs and/or the HTA PSA Restriction Fee allocable to Ambac in accordance 

with the terms and provisions of Article III hereof; and (c) Cash in an amount to be determined 

by Ambac in its sole discretion. 

1.20 Ambac Commutation Treatment: The treatment set forth in Section 26.4(b)(i)

hereof. 

1.21 Ambac CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising 

from the HTA Bonds insured by Ambac.

1.22 Ambac Election: Ambac’s rights, as set forth in Section 26.4 hereof, to select 

the form of Ambac Treatment. 

1.23 Ambac Election Notice: The “Ambac Election Notice” attached as Schedules 

4(e) and 5(a) to the Disclosure Statement Order. 

1.24 Ambac Insured Bond Claims: Collectively, the Claims against HTA arising 

from the Ambac Insured Bonds, including, any HTA 68 Bond Claims (Ambac) and HTA 98 

Senior Bond Claims (Ambac).

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1.25 Ambac Insured Bondholder: The beneficial holder of an Ambac Insured Bond. 

1.26 Ambac Insured Bonds: Collectively, the HTA Bonds that have been insured by 

Ambac or are otherwise owned (by subrogation or otherwise) by Ambac, including, without 

limitation, pursuant to a secondary market insurance policy.

1.27 Ambac Insurance Policies: The existing insurance policies issued by Ambac (or 

a predecessor in interest thereof) relating to the Ambac Insured Bonds, together with any and all 

agreements and other documents related thereto. 

1.28 Ambac Non-Commutation Treatment: The treatment set forth in Section 

26.4(b)(ii) hereof. 

1.29 Ambac Plan Consideration: The consideration allocable or distributable to 

holders of Allowed Ambac Insured Bond Claims and the CW/HTA Clawback Recovery 

allocable to holders of the Allowed Ambac CW/HTA Bond Claims. 

1.30 Ambac Treatment: The treatment of Ambac Insured Bond Claims set forth in 

Section 26.4 hereof comprised of the Ambac Commutation Treatment and the Ambac NonCommutation Treatment. 

1.31 Ambac Trust: With respect to each class of Ambac Insured Bonds, a separate 

trust or custodial arrangement that will be formed, on or prior to the HTA Effective Date, by

HTA, at the sole cost and expense of Ambac and for the benefit of the beneficial holders of such 

Ambac Insured Bonds.

1.32 Ambac Trust Assets: Collectively, the assets to be deposited into the Ambac 

Trust(s), consisting of (a) the Ambac Insured Bonds, (b) the Ambac Plan Consideration, and (c) 

the Ambac Insurance Policies.

1.33 Appointments Related Litigation: Collectively, the litigation styled (a) Pinto 

Lugo, et al. v. United States, Case No. 21-1283 (appealed from Adv. Proc. No. 18-00041-LTS), 

currently pending in the United States Court of Appeals for the First Circuit, (b) Hermandad De 

Empleados Del Fondo Del Seguro Del Estado, Inc., et al. v. United States, Case No. 19-2243 

(appealed from Adv. Proc. No. 18-00066), currently pending in the United States Court of 

Appeals for the First Circuit, (c) Hernandez-Montañez, et al. v. The Financial Oversight & 

Management Board for Puerto Rico, Adv. Proc. No. 18-00090, currently pending in the Title III 

Court, and (d) such other litigation as may be currently pending or as may be commenced during 

the period from and after the date hereof up to and including the HTA Effective Date wherein 

claims or Causes of Action consistent with or similar to those asserted or which could have been 

asserted in the above-referenced litigations have been asserted.

1.34 Assets: Collectively, (i) all “property” of the Debtor, including, without 

limitation, such property as it may be reflected on the Debtor’s books and records and the HTA 

Confirmation Order as of the HTA Effective Date and (ii) all Causes of Action, and any 

subsequent proceeds thereof, that have been or may be commenced by the Debtor or other 

authorized representative for the benefit of the Debtor and its Creditors, unless modified or 

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released pursuant to the HTA Plan or a Final Order, including, without limitation, any Avoidance 

Action.

1.35 Assured: Assured Guaranty Corp. and Assured Guaranty Municipal Corp., 

together with their respective successors or designees.

1.36 Assured Advancement Option: As defined in the Standard Terms of the 

Assured Trusts.

1.37 Assured Acceleration Price: A price equal to the outstanding principal amount 

of an Assured Insured Bond plus accrued and unpaid interest thereon, or, in the case of any 

capital appreciation bonds, the compounded amount thereof, in each case, as of the date of 

payment. 

1.38 Assured Bondholder Elections: Collectively, the elections provided to Assured 

Insured Bondholders pursuant to Section 26.1(b) hereof in the event Assured does not exercise 

the Assured Election.

1.39 Assured Bondholder Elections Form: The “Election Notice for Certain

Assured Insured Bondholders with Claims in Classes 3 and 7” attached as Schedule 5(b) to the 

Disclosure Statement Order. 

1.40 Assured CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising 

from HTA Bonds insured by Assured, including pursuant to a secondary market insurance 

policy.

1.41 Assured Election: Assured’s rights, as set forth in Section 26.1 hereof, to receive 

the Assured New HTA Bonds allocable to holders of Assured Insured Bonds, and to cause all or 

any portion of the Assured Insured Bonds selected by Assured to be paid by Assured, in full, on

the HTA Effective Date, at an Assured Acceleration Price equal to the outstanding principal 

amount of such Assured Insured Bonds plus the accrued and unpaid interest thereon (or, in the 

case of any capital appreciation bonds, the compounded amount thereof) as of the date of 

payment in accordance with the Assured Insurance Policies insuring the Assured Insured Bonds. 

1.42 Assured Election Notice: The “Assured Election Notice”, a copy of which is 

attached as Schedule 5(c) to the Disclosure Statement Order. 

1.43 Assured Insurance Policies: The existing insurance policies issued by Assured 

relating to the Assured Insured Bonds, together with any and all agreements and other documents 

related thereto.

1.44 Assured Insured Bond Claim: A Claim against HTA arising from an Assured 

Insured Bond, including any HTA 68 Bond Claims (Assured), HTA 98 Senior Bond Claims

(Assured), and HTA 98 Sub Bond Claims (Assured). 

1.45 Assured Insured Bondholder: The beneficial holder of an Assured Insured 

Bond.

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1.46 Assured Insured Bonds: Collectively, the HTA Bonds that have been insured or 

are otherwise owned (by subrogation or otherwise) by Assured, including, without limitation, 

pursuant to a secondary market insurance policy; provided, however, that, for the avoidance of 

doubt, “Assured Insured Bonds” shall include the bonds identified on Exhibit “A” to the Assured 

Election Notice and Exhibit “A” to the Assured Bondholder Elections Form

1.47 Assured New HTA Bonds: The New HTA Bonds allocable to holders of 

Assured Insured Bond Claims. 

1.48 Assured Plan Consideration: The consideration allocable or distributable to 

holders of Allowed Assured Insured Bond Claims, consisting of (a) in the case of Assured 

Insured Bonds that are HTA 68 Bonds or HTA 98 Senior Bonds, but not Dual-Insured Bonds, (i) 

New HTA Bonds and/or (ii) in the event of an election by the Commonwealth and/or HTA to 

substitute Cash for the issuance of New HTA Bonds on the HTA Effective Date, Cash resulting 

from such election by the Commonwealth and/or HTA to substitute Cash for the New HTA 

Bonds on the HTA Effective Date, (b) in the case of Dual-Insured Bonds, FGIC Certificates, and 

(c) in the case of Assured Insured Bonds that are HTA 98 Sub Bonds, subject to the terms and 

provisions of the Commonwealth Plan and the Commonwealth Confirmation Order, any HTA 98 

Sub Bond Recovery allocable to the related HTA 98 Sub Bond Claims (Assured); provided, 

however, that, for the avoidance of doubt, no Cash, securities, or other consideration that 

Assured is entitled to receive pursuant to Article LXIII of the Commonwealth Plan or decretal 

paragraph 52 of the Commonwealth Confirmation Order shall constitute Assured Plan 

Consideration. 

1.49 Assured Treatment: The treatment of Assured Insured Bond Claims set forth in 

Section 26.1 hereof. 

1.50 Assured Trust: A custodial trust, escrow arrangement or similar structure 

established pursuant to Section 26.1(b)(ii) of the HTA Plan.

1.51 Avoidance Actions: The avoidance, recovery, subordination actions identified 

on Exhibit “A” hereto, as such Exhibit “A” may be amended or modified up to and including the 

HTA Effective Date, against any Entity that have been brought by or on behalf of the Debtor

against an Entity under sections 510, 544, 545, 547, 548, 549, 550, 551, 552 and 553 of the 

Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of PROMESA, or 

applicable non-bankruptcy law, (b) such other actions that have been brought by or on behalf of 

the Debtor seeking affirmative recoveries, and which actions are set forth on Exhibit “A” hereto, 

as such Exhibit “A” may be amended or modified up to and including the HTA Effective Date, 

and (c) all similar Causes of Action that are currently subject to tolling agreements with HTA; 

provided, however, that under no circumstances shall “Avoidance Actions” include, (x) any 

Claim or Cause of Action against any Entity relating to HTA Bond Claims, (y) any Claim or 

Cause of Action related to the Fourth Amended Stipulation Between the Commonwealth of 

Puerto Rico and the Puerto Rico Highways and Transportation Authority Regarding the Tolling 

of Statute of Limitations and Consent Order [Case No. 17-3283-LTS, ECF No. 15854], as 

amended, which terminated upon entry of the Commonwealth Confirmation Order, or (z) any 

Claim or Cause of Action related to the Fourth Amended Stipulation and Consent Order Between 

Title III Debtors (Other Than COFINA) and the Puerto Rico Fiscal Agency and Financial 

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Advisory Authority Acting on Behalf of the Governmental Entitles Listed on Appendix “B”

Regarding the Tolling of Statute of Limitations [Case No. 17-3283-LTS, ECF No. 17394], as 

amended, which terminated upon entry of the Commonwealth Confirmation Order.

1.52 Avoidance Actions Trust: The trust created on the Commonwealth Effective 

Date into which have been transferred Claims and Causes of Action of the Commonwealth, ERS, 

and PBA, and into which on the HTA Effective Date shall be transferred the authority to litigate 

or compromise and settle the Avoidance Actions. 

1.53 Avoidance Actions Trust Agreement: That certain Avoidance Actions Trust 

Agreement, dated as of March 15, 2022, by and among the Commonwealth ERS, PBA, the 

Oversight Board and Drivetrain, LLC.

1.54 Avoidance Actions Trust Board: The three (3) member board appointed as of 

the Commonwealth Effective Date to govern the Avoidance Actions Trust. 

1.55 Avoidance Actions Trustee: Drivertrain LLC, the trustee appointed by the 

Avoidance Actions Trust Board in accordance with the terms and provisions of the Avoidance 

Actions Trust Agreement.

1.56 Ballot Date: The deadline(s) established by the Title III Court and set forth in the 

Disclosure Statement Order for the submission of Ballots/Election Forms and the election of 

alternative treatments pursuant to the terms and provisions of the HTA Plan.

1.57 Ballot/Election Form: The ballot and election form, the form of which is 

approved by the Title III Court, distributed to each holder or insurer, as the case may be, of an 

impaired Claim entitled to vote on, or otherwise make an election with respect to, the HTA Plan, 

on which form is to be indicated, among other things, (a) acceptance or rejection of the HTA 

Plan and/or (b) to the extent applicable, an election of distribution and treatment which may be 

required in accordance with the provisions of the HTA Plan.

1.58 Bankruptcy Code: The Bankruptcy Reform Act of 1978, as amended, to the 

extent codified in Title 11, United States Code, and made applicable to the Title III Case.

1.59 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as promulgated 

by the United States Supreme Court under section 2075 of Title 28 of the United States Code, as 

amended and as applicable to the Title III Case.

1.60 Bar Date: The date established by the Title III Court by which proofs of Claim 

against the Debtor must have been filed pursuant to (a) the Bar Date Orders, (b) a Final Order of 

the Title III Court, or (c) the HTA Plan.

1.61 Bar Date Orders: The orders of the Title III Court establishing the dates by

which proofs of Claim against the Debtor or its Assets must have been filed, including, but not 

limited to, that certain (a) Order (A) Establishing Deadlines and Procedures for Filing Proofs of 

Claim and (B) Approving Form and Manner of Notice Thereof [Case No. 17-3283-LTS, ECF 

No. 2521], and (b) Order (A) Extending Deadlines for Filing Proofs of Claim and (B) Approving 

Form and Manner of Notice Thereof [Case No. 17-3283-LTS, ECF No. 3160].

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1.62 Business Day: A day other than a Saturday, Sunday, or any other day on which 

commercial banking institutions in New York, New York and San Juan, Puerto Rico are required 

to close by law or executive order.

1.63 Capital Improvements: Any project or projects (a) funded, or proposed to be 

funded, in whole or in part, by or through public monies, to construct, reconstruct, restore, 

rehabilitate or purchase any equipment, property or facilities of HTA, including, without 

limitation, buildings, infrastructure, information technology systems or other equipment that is 

funded on a necessarily non-repeating basis that is to be used as a public asset or for the public 

benefit, or (b) financed or proposed to be financed, in whole or in part, through the issuance of 

private activity bonds or other similar instruments.

1.64 Cash: Lawful currency of the United States, including, but not limited to, bank 

deposits, checks representing good funds, and legal equivalents thereof.

1.65 Causes of Action: All claims, actions, causes of action, rights to payment, 

choses in action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, 

specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, 

damages, judgments, remedies, rights of set-off, third-party claims, subrogation claims, 

contribution claims, reimbursement claims, indemnity claims, counterclaims, and cross claims 

(including, but not limited to, all claims for breach of fiduciary duty, negligence, malpractice, 

breach of contract, aiding and abetting, fraud, inducement, avoidance, recovery, subordination, 

and all Avoidance Actions) that are pending or may be asserted against any Entity whether 

arising on or before the HTA Effective Date, based in law or equity, including, but not limited to, 

under the Bankruptcy Code, whether known, unknown, reduced to judgment, not reduced to 

judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, 

secured or unsecured and whether asserted or assertable directly or derivatively, in law, equity or 

otherwise and whether asserted or unasserted as of the HTA Effective Date.

1.66 CCDA: Puerto Rico Convention Center District Authority. 

1.67 Charging Lien: A lien or right to priority of payment to which the HTA Fiscal 

Agent may be entitled pursuant to an applicable governing resolution, trust agreement, or other 

document or instrument against distributions to be made in accordance with the terms and 

provisions of the HTA Plan for payment of reasonable compensation, indemnification, fees, 

expenses and disbursements incurred prior or subsequent to the HTA Effective Date.

1.68 Claim: Any right to payment or performance, whether or not such right is 

reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, 

undisputed, legal, equitable, secured, or unsecured, known or unknown or asserted or unasserted; 

or any right to an equitable remedy for breach or enforcement of performance, whether or not 

such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, 

disputed, undisputed, secured, or unsecured, and all debts, suits, damages, rights, remedies, 

losses, liabilities, obligations, judgments, actions, Causes of Action, demands, or claims of every 

kind or nature whatsoever, in law, at equity, or otherwise.

1.69 Class: A category of Claims set forth in Article IV of the HTA Plan.

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1.70 Clawback Actions: Collectively, the litigation styled (a) The Financial 

Oversight and Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. 

Pro. No. 20-00005-LTS, currently pending in the Title III Court, (b) The Financial Oversight and 

Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. 

No. 20-00004-LTS, currently pending in the Title III Court, (c) The Financial Oversight and 

Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. 

No. 20-00003-LTS, currently pending in the Title III Court, and (d) The Financial Oversight and 

Management Board for Puerto Rico v. Ambac Assurance Corporation, et al., Adv. Pro. 

No. 20-00007-LTS, currently pending in the Title III Court. 

1.71 Clawback CVI Indenture: The indenture executed and delivered on the 

Commonwealth Effective Date pursuant to which the Commonwealth issued the Clawback 

CVIs, and including all of the terms and provisions in connection therewith, as it may be 

amended, supplemented or modified from time to time in accordance with its terms and 

conditions.

1.72 Clawback CVIs: Collectively, the general obligation securities, the payment for 

which the Commonwealth has pledged its full faith, credit and taxing power pursuant to Article 

VI of the Commonwealth Constitution and applicable Puerto Rico law issued on the 

Commonwealth Effective Date by the Commonwealth in accordance with the terms and 

conditions of Annex “2” to Exhibit “J” to the Commonwealth Plan, including, without limitation, 

as implemented in accordance with the Commonwealth Confirmation Order, the Clawback CVI 

Indenture and the CVI Legislation.

1.73 COFINA: Puerto Rico Sales Tax Financing Corporation. 

1.74 Commonwealth: The Commonwealth of Puerto Rico.

1.75 Commonwealth Confirmation Order: The Order and Judgment Confirming 

Modified Eight Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto 

Rico, the Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico, and the Puerto Rico Public Buildings Authority, dated January 18, 2022 (Case No. 17-

03283-LTS, ECF No. 19813).

1.76 Commonwealth Constitution: The Constitution of the Commonwealth of 

Puerto Rico.

1.77 Commonwealth Effective Date: March 15, 2022, the date on which the 

Commonwealth Plan was substantially consummated in accordance with its terms and the 

provisions of the Commonwealth Plan and the Commonwealth Confirmation Order. 

1.78 Commonwealth Loan: The loan extended by the Commonwealth to HTA in the 

original principal amount up to Three Hundred Sixty-Two Million Dollars ($362,000,000.00) in 

connection with, among other things, HTA’s obligations pursuant to the HTA/CCDA Plan 

Support Agreement, the Commonwealth Confirmation Order, and the DRA Stipulation. 

1.79 Commonwealth Legislature: The Legislative Assembly of Puerto Rico.

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1.80 Commonwealth Plan: That certain Modified Eighth Amended Title III Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al., dated January 14, 2022 [Case No. 17-

3283-LTS, ECF. No 19784].

1.81 Consummation Costs: Collectively, the amount set forth in Section 3.3 hereof to 

be paid, in Cash, on the HTA Effective Date, or as soon thereafter as practicable, but in no event 

later than ten (10) Business Days following the HTA Effective Date, to the applicable Initial 

HTA/CCDA PSA Creditors in accordance with the terms and provisions of the HTA/CCDA Plan 

Support Agreement, Article III hereof, and the HTA Confirmation Order.

1.82 Convenience Cap: Two Million Five Hundred Thousand Dollars 

($2,500,000.00), the aggregate amount of consideration to be made available to holders of 

Allowed Convenience Claims, unless such limitation is otherwise waived by the Creditors’ 

Committee at or prior to the commencement of the HTA Confirmation Hearing. 

1.83 Convenience Claim: An Allowed HTA General Unsecured Claim (a) that is 

equal to or less than Twenty Thousand Dollars ($20,000.00) or (b) the holder of which, at such 

holder’s option, has elected to reduce the amount of such Allowed HTA General Unsecured 

Claim to Twenty Thousand Dollars ($20,000.00) in accordance with terms and provisions set 

forth in Section 20.1(b) hereof; provided, however, that, notwithstanding the foregoing, a holder 

of multiple Allowed HTA General Unsecured Claims that are greater than Forty Thousand 

Dollars ($40,000.00) in the aggregate, may elect to reduce all such Claims to an aggregate 

amount of Forty Thousand Dollars ($40,000.00); and, provided, further, that the aggregate 

amount of consideration to be made available to Convenience Claims shall be Two Million Five 

Hundred Thousand Dollars ($2,500,000.00), which Convenience Cap may be waived by the 

Creditors’ Committee at or prior to the commencement of the HTA Confirmation Hearing in its 

sole and absolute discretion; and, provided, further, that, in the event the Convenience Cap is 

exceeded and not waived by the Creditors’ Committee at or prior to the commencement of the 

HTA Confirmation Hearing, holders of Allowed Convenience Claims shall receive a Pro Rata 

Share of the Convenience Cap. 

1.84 Conversion Date: The final compounding date for the accretion period 

associated with the New HTA Convertible CABs at which time the New HTA Convertible CABs 

shall begin to accrue and pay interest on a semi-annual basis.

1.85 Creditor: Any Entity holding a Claim against the Debtor or any of the Debtor’s 

Assets or, pursuant to section 102(2) of the Bankruptcy Code, against any other property of the 

Debtor, including, without limitation, a Claim against the Debtor of a kind specified in section 

502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case, solely in such Entity’s capacity 

as such.

1.86 Creditors’ Committee: The statutory committee of unsecured claimholders 

appointed in the HTA Title III Case.

1.87 CUSIP: The Committee on Uniform Securities Identification procedures ninedigit numeric or nine-digit character alphanumeric code. 

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1.88 Custodial Trust Documents: Collectively, the trust agreements and other 

documents and instruments attendant to the custodial trusts to be created as of the HTA Effective 

Date and relating to the HTA Bonds insured by a Monoline, if applicable, and the distributions to 

be made in accordance with the HTA Plan, which trust agreements shall be in form and 

substance reasonably satisfactory to the Oversight Board and the respective Monolines.

1.89 CVIs: Collectively, GO CVIs and the Clawback CVIs. 

1.90 CVI Indenture: Collectively, the GO CVI Indenture and the Clawback CVI 

Indenture.

1.91 CVI Legislation: Act No. 53 of October 26, 2021, known as the “Law to End the 

Bankruptcy of Puerto Rico”. 

1.92 CW/Convention Center Claim: The Claim against the Commonwealth arising 

from or related to the Commonwealth’s retention of certain funds historically transferred to 

CCDA pursuant to the provisions of the Commonwealth Constitution, any statute, regulation, or 

executive order including claims related to the rights or obligations arising under (a) Section 8 of 

Article VI of the Commonwealth Constitution, 13 L.P.R.A. §2271v, 23 L.P.R.A. §104(c), and 

the Commonwealth of Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-14, and 

OE-2016-31, and (b) the indebtedness issued by CCDA pursuant to that certain Trust 

Agreement, dated as of March 24, 2006, between CCDA and JPMorgan Chase Bank, N.A., as 

trustee.

1.93 CW/HTA Claim: The Claim against the Commonwealth arising from or related 

to the Commonwealth’s retention of certain funds historically transferred to HTA pursuant to the 

provisions of the Commonwealth Constitution, any statute, regulation, or executive order, 

including, without limitation, claims asserted on account of the GDB HTA Loans and claims 

related to the rights or obligations arising under (a) Section 8 of Article VI of the Commonwealth 

Constitution, 9 L.P.R.A. §2021, 13 L.P.R.A. §31751 (a)(3)(C), 23 L.P.R.A. §104(c), and 

Commonwealth of Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-14, OE2016-18, OE-2016-30, and OE-2016-31 and (b) the indebtedness issued by HTA pursuant to that 

certain (i) Resolution No. 68-18, adopted June 13, 1968, and (ii) Resolution No. 98-06, adopted 

February 26, 1998.

1.94 CW/HTA Clawback Recovery: Subject to the terms and provisions of the 

Commonwealth Plan, the aggregate recovery by holders or insurers of Allowed CW/HTA 

Claims, consisting of sixty-eight and six tenths percent (68.6%) of the Clawback CVIs, as 

presented within Annex 4 of Exhibit “J” to the Commonwealth Plan.

1.95 CW/MBA Claim: The Claim against the Commonwealth arising from or related 

to the Commonwealth’s retention of certain funds historically transferred to MBA related to the 

rights or obligations arising under the provisions of the Commonwealth Constitution, any statute, 

regulation, or executive order. 

1.96 CW/PRIFA Rum Tax Claim: The Claim against the Commonwealth arising 

from or related to the Commonwealth’s retention of certain funds historically transferred to 

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PRIFA pursuant to the provisions of the Commonwealth Constitution, any statute, regulation, or 

executive order, including Claims related to the rights or obligations arising under (a) Section 8 

of Article VI of the Commonwealth Constitution, 3L.P.R.A. §1914, and Commonwealth of 

Puerto Rico Administrative Bulletin Nos. OE-2015-46, OE-2016-27, and OE-2016-30, and (b) 

the indebtedness issued by PRIFA pursuant to that certain Trust Agreement, dated as of October 

1, 1988, between PRIFA and U.S. Bank Trust National Association, as successor trustee. 

1.97 Debt: Collectively, bonds, notes, loans and other evidences of indebtedness for 

borrowed money; provided, however, that “Debt” shall not include the Secured Obligations.

1.98 Debtor: HTA.

1.99 Debt Management Policy: The policy developed by HTA, and approved by the 

Oversight Board, relating to the issuance of indebtedness by Reorganized HTA, as more fully 

described in Section 25.3 hereof.

1.100 Debt Policy Period: The period commencing on the first (1st) calendar day 

immediately following the HTA Effective Date and ending on the first (1st) calendar day on 

which no New HTA Bonds or refinancing thereof remain outstanding. 

1.101 Debt Related Objections: Collectively, that certain (a) Omnibus Objection of 

(I) Financial Oversight and Management Board, Acting through Its Special Claims Committee, 

and (II) Official Committee of Unsecured Creditors, Pursuant to Bankruptcy Code Section 502 

and Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders of Certain Commonwealth 

General Obligation Bonds, dated January 14, 2019 [Case No. 17-3283-LTS, ECF No. 4784], (b) 

Omnibus Objections of Official Committee of Unsecured Creditors, Pursuant to Bankruptcy 

Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted by Holders of Certain 

2011 Commonwealth General Obligation Bonds, dated May 21, 2019 [Case No. 17-3283-LTS, 

ECF No. 7057], (c) Omnibus Objection of Official Committee of Unsecured Creditors, Pursuant 

to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted Against 

Commonwealth by Holders of Certain Puerto Rico Public Buildings Authority Bonds, dated July 

18, 2019 [Case No. 17-3283-LTS, ECF No. 8141], (d) Omnibus Objection of the Lawful 

Constitutional Debt Coalition, Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule 

3007, to Claims Filed or Asserted by Holders of Certain Bonds Issued or Guaranteed by the 

Commonwealth, dated January 8, 2020 [Case No. 17-3283-LTS, ECF. No. 9730], (e) Official 

Committee of Unsecured Creditors Omnibus Objection on Constitutional Debt Limit Grounds to 

(I) Claim of Government Development Bank for Puerto Rico [Claim Number 29485] Based on 

Certain Commonwealth-Issued Notes and on Commonwealth Guaranty of Certain Bonds Issued 

by Port of Americas Authority, (II) Claim of ScotiaBank de Puerto Rico [Claim Number 47658] 

Based on Full Faith and Credit Note Issued by Puerto Rico General Services Administration, and 

(III) Claims filed or Asserted Against Commonwealth Based on Commonwealth Guaranty of 

Certain Notes Issued by Puerto Rico Infrastructure Authority, dated January 8, 2020 [Case No. 

17-3283-LTS, ECF No. 9735], solely as it relates to the CW Bond Claims and the CW Guarantee 

Bond Claims, (f) Omnibus Objection of Official Committee of Unsecured Creditors, Pursuant to 

Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claims Filed or Asserted Against 

Commonwealth by Holders of General Obligation Bonds Asserting Priority Over Other

Commonwealth Unsecured Creditors, dated February 3, 2020 [Case No. 17-3283-LTS, ECF No. 

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10638], (g) Objection of Official Committee of Unsecured Creditors to Claim of Government 

Development Bank for Puerto Rico Against Commonwealth of Puerto Rico (Claim Number 

29,485) [Case No. 17-3283-LTS, ECF No. 8000], solely as it relates to the CW Bond Claims and 

the CW Guarantee Bond Claims, and (h) any other (i) litigations or actions, including, without 

limitation, litigations or actions commenced to recover principal and/or interest with respect to 

the GO Bonds, the PBA Bonds and/or the PRIFA BANs, and (ii) any other objections or joinders 

to these or other such objections or joinders to these or such other objections or notices of 

participation that support the relief requested in such objections filed pertaining to the same form 

and counts of requested relief challenging, among other things, the validity and related rights of 

the GO Bonds, the PBA Bonds, the PRIFA BANs, the CW Bond Claims, the CW Guarantee 

Bond Claims, and the PBA Bond Claims.

1.102 Debt Service Fund: The fund to be created in accordance with the terms and 

provisions of the New HTA Bonds Indenture and Section 25.1 hereof in connection with the 

deposit of amounts necessary to satisfy the payments of principal and interest on account of the 

New HTA Bonds.

1.103 Deemed Issuance Date: The earlier to occur of (a) July 1, 2022 and (b) the HTA 

Effective Date. 

1.104 Definitive Documents: Collectively, the definitive documents and agreements 

contemplated by the HTA Plan, including, without limitation, (a) the HTA Plan (including any 

amendments, modifications and supplements thereto) and any documentation or agreements 

related thereto, (b) the Disclosure Statement, the Disclosure Statement Order, the HTA 

Confirmation Order, and pleadings in support of entry thereof, (c) the New HTA Bonds 

Indenture and documents or agreements related thereto, (d) the form of bonds for the New HTA

Bonds, and (e) each other document that will comprise the Plan Supplement, in all cases, the 

form and substance of which shall be acceptable to the Oversight Board in its sole and absolute 

discretion, and reasonably acceptable to AAFAF and the Monolines, and, in the case of clauses 

(a) and (b) above, reasonably acceptable to the Creditors’ Committee. 

1.105 Disallowed: With respect to any Claim against the Debtor, a Claim or any 

portion thereof that is not Allowed and (a) has been disallowed by a Final Order, (b) is zero, 

contingent, disputed, or undisputed and as to which no proof of claim or request for payment of 

an Administrative Expense Claim has been timely filed or deemed timely filed with the Title III 

Court, (c) has been withdrawn by agreement of the applicable Debtor and the holder thereof, or 

(d) has been withdrawn by the holder thereof.

1.106 Disbursing Agent: Such Entity or Entities designated by the Oversight Board, 

upon consultation with AAFAF, on or prior to the HTA Effective Date to make or to facilitate 

distributions in accordance with the provisions of the HTA Plan.

1.107 Disclosure Statement: The disclosure statement relating to the HTA Plan and 

approved by the Title III Court pursuant to section 1125 of the Bankruptcy Code, applicable to 

the Title III Case pursuant to Section 301 of PROMESA.

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1.108 Disclosure Statement Hearing: The hearing held by the Title III Court to 

consider the adequacy of the information contained in the Disclosure Statement in accordance 

with section 1125 of the Bankruptcy Code, applicable to the Title III Case pursuant to 

Section 301 of PROMESA.

1.109 Disclosure Statement Order: The order of the Title III Court (a) approving the

Disclosure Statement as containing adequate information in accordance with the provisions of 

section 1125 of the Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of 

PROMESA, and (b) authorizing, among other things, the form and manner of solicitation of (i) 

acceptances and rejections to the HTA Plan, and (ii) elections, if applicable, of distributions 

hereunder, which order shall be in form and substance reasonably satisfactory to the Initial 

HTA/CCDA PSA Creditors and each of the Government Parties.

1.110 Disputed Claim: A Claim against the Debtor or its Assets, to the extent the 

allowance of such Claim is the subject of a timely objection or request for estimation in 

accordance with the HTA Plan, the Bankruptcy Code, the Bankruptcy Rules, or the HTA 

Confirmation Order, or is otherwise disputed by the Debtor in accordance with applicable law, 

and which objection, request for estimation, or dispute has not been withdrawn, with prejudice, 

or determined by a Final Order. 

1.111 Disputed Funds Stipulation: That certain Amended and Restated Stipulation 

and Agreed Order Regarding the Disputed Funds in the HTA Bond Service Accounts, 

Redemption Accounts and Reserve Accounts, dated March 11, 2022, between (a) the 

Commonwealth and HTA, by and through the Oversight Board, and (b) The Bank of New York 

Mellon, in its capacity as fiscal agent, and approved pursuant to an order of the Title III Court, 

dated March 16, 2022 (Case No. 17-03283 LTS, ECF No. 20366).

1.112 Distribution Record Date: The Ballot Date or such other date as may be 

established by a separate order of the Title III Court, including the HTA Confirmation Order; 

provided, however, that the “Distribution Record Date” shall not apply to any publicly held 

securities that will receive a distribution pursuant to the HTA Plan through The Depository Trust 

Company.

1.113 DRA: The GDB Debt Recovery Authority. 

1.114 DRA Parties: Collectively, AmeriNational Community Services LLC, in its 

capacity as servicer for the DRA, and Cantor-Katz Collateral Monitor LLC, in its capacity as 

collateral monitor for Wilmington Trust N.A. in connection with the bonds issued by DRA 

pursuant to the Government Development Bank for Puerto Rico Debt Restructuring Act, Act No. 

109-2017 (as amended), and the Qualifying Modification for GDB approved in accordance with 

the terms and provisions of Title VI of PROMESA. 

1.115 DRA Restriction Fee: The fee to be paid, in Cash, on the HTA Effective Date, 

in accordance with the terms and provisions of the DRA Stipulation, Section 3.5 hereof, and the 

HTA Confirmation Order, in the amount of Fifteen Million Dollars ($15,000,000.00).

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1.116 DRA Stipulation: That certain Stipulation in Connection With DRA Related 

Disputes, dated as of November 5, 2021, by and among the Oversight Board, as representative of 

the Commonwealth and HTA, Cantor-Katz Collateral Monitor LLC, and AmeriNational 

Community Services, LLC, and affirmed pursuant to an order, dated November 8, 2021 of the 

Title III Court [Case No. 17-3283-LTS, ECF No. 19124].

1.117 Dual-Insured Bond: An Assured Insured Bond that is or was insured by 

Assured pursuant to a secondary market insurance policy and that also qualifies as an FGIC 

Insured Bond insured by FGIC pursuant to a primary market insurance policy. 

1.118 Eminent Domain/Inverse Condemnation Claim: A Claim arising from or 

related to (a) an Eminent Domain Proceeding and a Final Order entered therein for an amount in 

excess of the amount deposited by the condemnor in accordance with the terms and provisions of 

32 L.P.R.A. §2907, including, without limitation, interest accrued with respect thereto or (b) an 

asserted inverse condemnation of property caused by an asserted taking of property for public 

use by the Debtor without due process of law and without having received just compensation, 

including, without limitation, through the imposition of development restrictions or use 

limitations.

1.119 Eminent Domain Proceeding: A condemnation action or proceeding 

commenced by HTA or an agency or entity thereof in the Court of First Instance in accordance 

with the terms and provisions of 32 L.P.R.A. §2905 to obtain title to real property located on 

Puerto Rico. 

1.120 Entity: A Person, a corporation, a general partnership, a limited partnership, a 

limited liability company, a limited liability partnership, an association, a joint stock company, a 

joint venture, an estate, a trust, an unincorporated organization, a governmental unit or any 

subdivision thereof, including, without limitation, the office of the United States Trustee, or any 

other entity.

1.121 ERS: Employee Retirement System of the Government of the Commonwealth of 

Puerto Rico. 

1.122 Executory Contract: A contract to which the Debtor is a party that is subject to 

assumption, assumption and assignment, or rejection in accordance with section 365 of the 

Bankruptcy Code, except as provided in Section 311 of PROMESA.

1.123 Federal Claims: Collectively, any and all Claims of the United States of 

America, its agencies, departments or agents, including, without limitation, the United States 

Department of Housing and Urban Development, the United States Department of Homeland 

Security, and the United States Department of Labor. 

1.124 FGIC: Financial Guaranty Insurance Company or its successor or designee.

1.125 FGIC Action: The litigation styled Financial Guaranty Ins. Co. v. Merrill Lynch, 

Pierce, Fenner & Smith Inc., et al., currently pending in the Estado Libre Asociado de Puerto 

Rico, Sala Superior de San Juan, Civil No. SJ2020CV06383.

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1.126 FGIC Certificates: With respect to each FGIC Trust, the certificate(s) or 

receipt(s) to be issued by such FGIC Trust to the beneficial holders of the FGIC Insured Bonds 

which are deposited into the FGIC Trust.

1.127 FGIC CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising from 

the HTA Bonds insured by FGIC, including pursuant to a secondary market insurance policy.

1.128 FGIC Escrow Account Agreements: Those certain (i) Escrow Account 

Agreement FGIC CW/HTA Bond Claims Arising from HTA 98 Senior Bonds, dated as of

March 15, 2022, by and among the Commonwealth, FGIC, as escrow agent thereunder, and 

FGIC, as the bond insurer of the FGIC Insured HTA 98 Senior Bonds (as defined in such escrow 

account agreement), and (ii) Escrow Account Agreement FGIC CW/HTA Bond Claims arising 

from HTA 98 Sub Bonds, dated as of March 15, 2022, by and among the Commonwealth, FGIC, 

as escrow agent thereunder, and FGIC, as the bond insurer of the FGIC Insured HTA 98 Sub 

Bonds (as defined in such escrow account agreement), pursuant to which escrow accounts were 

established for the benefit of the beneficial holders of FGIC CW/HTA Bond Claims to hold such 

holders’ respective allocable shares of the CW/HTA Clawback Recovery (including any 

payments received thereon and the net proceeds from any sales thereof) in escrow pending the 

HTA Effective Date, and from which such CW/HTA Clawback Recovery shall, on a 

proportionate basis, be distributed to FGIC or deposited into the applicable FGIC Trust as

provided in such escrow account agreements. 

1.129 FGIC Insured Bond Claims: Collectively, the Claims against HTA arising from 

the FGIC Insured Bonds, including, any HTA 98 Senior Bond Claims (FGIC) and HTA 98 Sub 

Bond Claims (FGIC).

1.130 FGIC Insured Bonds: Collectively, the HTA Bonds that have been insured by 

FGIC, including, without limitation, pursuant to a secondary market insurance policy.

1.131 FGIC Insurance Policies: The existing insurance policies issued by FGIC (or a 

predecessor in interest thereof) relating to the FGIC Insured Bonds, together with any and all 

agreements and other documents related thereto, in each case as the same may have been 

modified by the FGIC Rehabilitation Plan. 

1.132 FGIC Plan Consideration: The consideration allocable or distributable to 

holders of Allowed FGIC Insured Bond Claims and the CW/HTA Clawback Recovery allocable 

to holders of Allowed FGIC CW/HTA Bond Claims. 

1.133 FGIC Rehabilitation Plan: The First Amended Plan of Rehabilitation for FGIC, 

dated June 4, 2013, together with all exhibits thereto and the documents contained in the plan 

supplement thereto, in each case as the same may be amended, revised, supplemented or 

otherwise modified from time to time.

1.134 FGIC Treatment: The treatment of FGIC Insured Bond Claims set forth in 

Section 26.3 hereof. 

1.135 FGIC Trust: With respect to each FGIC Insured Bond, the trust(s) which may 

be formed, on or prior to the HTA Effective Date, by HTA, the sole cost and expense of which, 

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including, without limitation, the formation and maintenance thereof (including trustee fees and 

expenses), shall be satisfied from the assets of the respective trust(s), and for the benefit of the 

beneficial holders of the FGIC Insured Bonds that are deposited in each trust and FGIC, the 

terms of which shall be set forth in the Plan Supplement.

1.136 Final Order: An order or judgment of a court of competent jurisdiction that has 

been entered on the docket maintained by the clerk of such court and has not been reversed, 

vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a 

new trial, re-argument, or rehearing has expired and as to which no appeal, petition for certiorari, 

remand proceeding, or other proceedings for a new trial, re-argument, or rehearing shall then be 

pending or (b) if an appeal, writ of certiorari, new trial, re-argument, or rehearing thereof has 

been sought, (i) such order or judgment shall have been affirmed, reversed or remanded in part or 

in full, with no further proceedings on remand, by the highest court to which such order was 

appealed, certiorari shall have been denied, or a new trial, re-argument, or rehearing shall have 

been denied or resulted in no modification of such order and (ii) the time to take any further 

appeal, petition for certiorari, or move for a new trial, re-argument, or rehearing shall have 

expired; provided, however, that the possibility that a motion under Rule 60 of the Federal Rules 

of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Bankruptcy 

Rules, may be filed relating to such order shall not prevent such order from being a Final Order, 

except as provided in the Federal Rules of Appellate Procedure, the Bankruptcy Rules, or the 

Local Bankruptcy Rules.

1.137 Findings of fact and Conclusions of Law: The findings of fact and conclusions 

of law of the Title III Court entered in the Title III Case in connection with confirmation of the 

HTA Plan in accordance with Section 314 of PROMESA and section 1129 of the Bankruptcy 

Code, made applicable in the Title III Case in accordance with Section 301 of PROMESA. 

1.138 Fiscal Plan: A “Fiscal Plan” as defined by Section 5(10) of PROMESA.

1.139 Franklin Fund: As defined in the Standard Terms of the Assured Trusts.

1.140 Franklin Nuveen Trust: As defined in the Standard Terms of the Assured 

Trusts.

1.141 Franklin Nuveen Trust Unit Holder: As defined in the Standard Terms of the 

Assured Trusts.

1.142 FY: A fiscal year of HTA, commencing on July 1st and concluding on June 30th

of the following calendar year.

1.143 GDB: The Government Development Bank for Puerto Rico.

1.144 GDB/HTA Loans: Collectively, the loans, if any, made to HTA by GDB and 

now held by the GDB Debt Recovery Authority in accordance with the Qualifying Modification 

consummated under Title VI of PROMESA, but expressly excluding from “GDB HTA Loans”

any HTA Bonds. 

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1.145 GDB Loan Priority Determination: The determination, rendered in the 

Commonwealth Title III Case and the HTA Title III Case, (a) with respect to the relative rights 

of recovery and priority of payment of the HTA 68 Bonds and the HTA 98 Bonds to the rights of 

GDB with respect to the GDB HTA Loans, and/or (b) that the DRA, including, without 

limitation, its predecessors and successors in interest, does not possess an allowable claim or 

entitlement to recover with respect to the HTA Clawback CVI based upon such GDB HTA 

Loans, as set forth in that certain Opinion and Order Granting Defendants’ Motion to Dismiss the 

Complaint, dated October 29, 2021, of the Title III Court entered in AmeriNational Community 

Services, LLC, et al. v Ambac Assurance Corporation, et al., Adv. Pro. No. 21-00068-LTS [ECF 

No 83]. 

1.146 GO CVIs: Collectively, the general obligation securities issued on the 

Commonwealth Effective Date by the Commonwealth in accordance with the terms and 

provisions of Annex “1” to Exhibit “J” to the Commonwealth Plan, the Commonwealth 

Confirmation Order, the GO CVI Indenture and the CVI Legislation. 

1.147 Government Entity: Any agency, department, office, public corporation, trust, 

fund, system, instrumentality, political subdivision, taxing authority, or municipality of the 

Government of Puerto Rico.

1.148 Government Parties: Collectively, (a) the Oversight Board, as the representative 

of the Debtor in accordance with Section 315(b) of PROMESA, (b) committees and 

subcommittees of the Oversight Board, including, without limitation, the Special Claims 

Committee of the Oversight Board, (c) the Debtor, and (d) AAFAF; provided, however, that, 

notwithstanding the foregoing, for the avoidance of doubt, “Government Parties” shall not 

include the Commonwealth, AFICA, CCDA, COFINA, ERS, MBA, MFA, PBA, PFC, PRASA, 

PRIDCO, PRIFA, UPR and PREPA solely with respect to any Claims against or bonds issued by 

such Entities.

1.149 Government Released Claims: Collectively, any and all Claims, demands, 

rights, liabilities, or Causes of Action of any and every kind, character or nature whatsoever, in 

law or in equity, known or unknown, whether asserted or unasserted, which any Person, or 

anyone claiming through them, on their behalf or for their benefit have or may have or claim to 

have, now or in the future, against any Government Releasee arising from, related to, or in 

connection with the Debtor, Claims (including, without limitation, Claims arising from or 

relating to the HTA Bonds), the Debt Related Objections, the Lien Challenge Actions, and 

arising prior to the HTA Effective Date; provided, however, that “Government Released Claims”

shall not include any and all rights, privileges, Claims, demands, liabilities, or Causes of Action 

of any and every kind, character or nature whatsoever (a) against (i) the Debtor (or its successor, 

including Reorganized HTA), the Commonwealth, ERS, PBA or COFINA arising from or 

relating to the Debtor’s, the Commonwealth’s, ERS’s, PBA’s and COFINA’s obligations, as 

applicable, pursuant to the HTA Plan or the securities to be issued pursuant to the HTA Plan or 

that were issued pursuant to the COFINA Plan or the Commonwealth Plan, or (ii) a Government 

Releasee unrelated to the Debtor or the Claims discharged pursuant to the terms and provisions 

of the HTA Plan, (b) arising from or related to any act or omission that constitutes intentional 

fraud or willful misconduct or (c) arising from or related to claims or bonds issued, or contracts 

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or leases entered into, by the Commonwealth, AFICA, CCDA, COFINA, ERS, MBA, MFA, 

PBA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA. 

1.150 Government Releasees: Collectively, the Government Parties and the Debtor, 

including all instrumentalities, municipalities, public corporations and public agencies of the 

Commonwealth, together with their respective current or former board members, directors, 

principals, agents, officers, employees, advisors and professionals, including, without limitation, 

any and all advisors and professionals retained by the Government Parties in connection with the 

Title III Case in their capacities as such; provided, however, that, notwithstanding the foregoing, 

“Government Releasees” shall not include the Commonwealth, AFICA, CCDA, COFINA, ERS, 

MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR and PREPA solely with respect to any 

Claims against or bonds issued by such Entities. 

1.151 GUC Recovery Cap: Forty percent (40%); provided, however, that, for purposes 

of calculation, any net recoveries by the Avoidance Actions Trust on account of the Avoidance 

Actions shall not count towards attaining the forty percent (40%) cap. 

1.152 GUC Reserve: The reserve to be created on or prior to the HTA Effective Date, 

and held by Kroll Restructuring Administration LLC (formerly, Prime Clerk LLC), solely for the 

benefit of holders of Allowed HTA General Unsecured Claims, pursuant to a separate agreement 

that will contain substantially similar protections for holders of HTA General Unsecured Claims 

as the agreement with respect to the GUC Reserve under the Commonwealth Plan has for 

holders of CW General Unsecured Claims (as defined in the Commonwealth Plan). 

1.153 Highway Assets: Collectively, the Toll Road Assets and the toll-free roads on 

Puerto Rico, managed, operated or maintained by HTA. 

1.154 HTA: Puerto Rico Highways and Transportation Authority.

1.155 HTA 68 Bond Claim: A Claim against HTA on account of HTA 68 Bonds, 

other than an HTA 68 Bond Claim (Ambac), an HTA 68 Bond Claim (Assured) or an HTA 68 

Bond Claim (National). 

1.156 HTA 68 Bond Claim (Ambac): A Claim against HTA on account of an HTA 68 

Bond that is an Ambac Insured Bond. 

1.157 HTA 68 Bond Claim (Assured): A Claim against HTA on account of an HTA 

68 Bond that is an Assured Insured Bond. 

1.158 HTA 68 Bond Claim (National): A Claim against HTA on account of an HTA 

68 Bond that is a National Insured Bond. 

1.159 HTA 68 Bond Recovery: The aggregate recovery by holders of Allowed HTA 

68 Bond Claims, Allowed HTA 68 Bond Claims (Ambac), Allowed HTA 68 Bond Claims 

(Assured), and Allowed HTA 68 Bond Claims (National), on account of any such Claims, 

consisting of (a) Three Hundred Eleven Million Five Hundred Twelve Thousand Eight Hundred 

Twenty-Two Dollars and Seventeen Cents ($311,512,822.17) in original principal amount of 

New HTA CIBs, (b) One Hundred Twenty-Three Million Five Hundred Forty-Three Thousand 

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Eight Hundred Forty Dollars and Five Cents ($123,543,840.05) in original principal amount of 

New HTA CABs, and (c) Two Hundred Eleven Million Three Hundred Thirty-Two Thousand 

Six Hundred Eighty-Five Dollars and Fifty-Six Cents ($211,332,685.56) in original principal

amount of New HTA Convertible CABs; provided, however, at the election of the 

Commonwealth and HTA, which election shall be disclosed no later than seven (7) days prior to 

the HTA Effective Date, in their joint and absolute discretion, the Commonwealth or HTA, as 

the case may be, may substitute Cash for the New HTA Bonds which would otherwise be issued 

on the HTA Effective Date in accordance with clauses (a)-(c) above, on a dollar-for-dollar basis.

1.160 HTA 68 Bonds: Collectively, the following bonds issued by HTA pursuant to 

Resolution No. 68-18, adopted June 13, 1968, as amended and supplemented thereafter: (a) the 

Highway Revenue Bonds, Series Y, issued by HTA in the original principal amount of Eight 

Hundred Ninety Million Two Hundred Thirty-Five Thousand Dollars ($890,235,000.00), (b) the 

Highway Refunding Bonds, Series Z, issued by HTA in the original principal amount of One 

Hundred Eighty-Five Million Forty Thousand Dollars ($185,040,000.00), (c) the 2003 Highway 

Revenue Refunding Bonds, Series AA-1, issued by HTA in the original principal amount of One 

Hundred Eighty-Eight Million Three Hundred Ninety-Five Thousand Dollars ($188,395,000.00), 

(d) the 2003 Highway Revenue Refunding Bonds, Series AA-2, issued by HTA in the original 

principal amount of Sixty-Five Million Two Hundred Seventy-Five Thousand Dollars 

($65,275,000.00), (e) the 2005 Highway Revenue Refunding Bonds, Series BB, issued by HTA 

in the original principal amount of One Hundred One Million Six Hundred Twenty-Five 

Thousand Dollars ($101,625,000.00), (f) the 2007 Highway Revenue Refunding Bonds, Series 

CC, issued by HTA in the original principal amount of Four Hundred Thirty-One Million Nine 

Hundred Fifty-Five Thousand Six Hundred Nine Dollars and Five Cents ($431,955,609.05), (g) 

the 2010 Highway Revenue Refunding Bonds, Series AA-1, issued by HTA in the original 

principal amount of One Hundred Eighty-Eight Million Three Hundred Ninety-Five Thousand 

Dollars ($188,395,000.00), (h) the 2010 Highway Revenue Refunding Bonds, Series AA-2, 

issued by HTA in the original principal amount of Sixty-Five Million Two Hundred SeventyFive Thousand Dollars ($65,275,000.00), and (i) the Series FHA Bonds issued by HTA in the 

original principal amount of Nine Hundred Forty-Five Thousand Dollars ($945,000.00).

1.161 HTA 98 Bonds: Collectively, the HTA 98 Senior Bonds and the HTA 98 Sub 

Bonds. 

1.162 HTA 98 Senior Bond Claim: A Claim against HTA on account of HTA 98 

Senior Bonds, other than an HTA 98 Senior Bond Claim (Ambac), an HTA 98 Senior Bond 

Claim (Assured), an HTA 98 Senior Bond Claim (FGIC) or an HTA 98 Senior Bond Claim 

(National). 

1.163 HTA 98 Senior Bond Claim (Ambac): A Claim against HTA on account of

HTA 98 Senior Bond that is an Ambac Insured Bond. 

1.164 HTA 98 Senior Bond Claim (Assured): A Claim against HTA on account of 

HTA 98 Senior Bond that is an Assured Insured Bond.

1.165 HTA 98 Senior Bond Claim (FGIC): A Claim against HTA on account of an 

HTA 98 Senior Bond that is a FGIC Insured Bond.

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1.166 HTA 98 Senior Bond Claim (National): A Claim against HTA on account of an 

HTA 98 Senior Bond that is a National Insured Bond. 

1.167 HTA 98 Senior Bond Recovery: The aggregate recovery by holders of Allowed 

HTA 98 Senior Bond Claims, Allowed HTA 98 Senior Bond Claims (Ambac), Allowed HTA 98 

Senior Bond Claims (Assured), Allowed HTA 98 Senior Bond Claims (FGIC), and Allowed 

HTA 98 Senior Bond Claims (National) on account of any such Claims, consisting of (a) Two 

Hundred Eighty-Eight Million Four Hundred Eighty-Seven Thousand One Hundred SeventySeven Dollars and Eighty-Three Cents ($288,487,177.83) in original principal amount of New 

HTA CIBs, (b) One Hundred Fourteen Million Four Hundred Twelve Thousand Twenty-Eight

Dollars and Eight Cents ($114,412,028.08) in original principal amount of New HTA CABs, and 

(c) One Hundred Ninety-Five Million Seven Hundred Eleven Thousand Nine Hundred Twelve 

Dollars and One Cent ($195,711,912.01) in original principal amount of the New HTA 

Convertible CABs; provided, however, at the election of the Commonwealth and HTA, which 

election shall be disclosed no later than seven (7) days prior to the HTA Effective Date, in their 

joint and absolute discretion, the Commonwealth or HTA, as the case may be, may substitute 

Cash for the New HTA Bonds which would otherwise be issued on the HTA Effective Date in 

accordance with clauses (a)-(c) above, on a dollar-for-dollar basis. 

1.168 HTA 98 Senior Bonds: Collectively, the following bonds issued by HTA 

pursuant to Resolution 98-06, adopted February 26, 1998: (a) the 1998 Transportation Revenue 

Bonds, Series A, issued by HTA in the original principal amount of One Billion One Hundred 

Twenty-Nine Million Six Hundred Forty-Three Thousand Seven Hundred Forty Dollars 

($1,129,643,740.00), (b) the 2002 Transportation Revenue Bonds, Series D, issued by HTA in 

the original principal amount of Seven Hundred Million Eight Hundred Fifty-Five Thousand 

Dollars ($700,855,000.00), (c) the 2002 Transportation Revenue Refunding Bonds, Series E, 

issued by HTA in the original principal amount of Two Hundred Eighty-Four Million Four 

Hundred Five Thousand Dollars ($284,405,000.00), (d) the 2003 Transportation Revenue Bonds, 

Series G, issued by HTA in the original principal amount of Five Hundred Sixty-Three Million 

Six Hundred Fifty Thousand Dollars($563,650,000), (e) the 2003 Transportation Revenue 

Refunding Bonds, Series H, issued by HTA in the original principal amount of Seventy-Two 

Million Thirty-Five Thousand Dollars ($72,035,000.00), (f) the 2004 Transportation Revenue 

Refunding Bonds, Series I, issued by HTA in the original principal amount of Eighty-Two 

Million Three Hundred Forty Thousand Dollars ($82,340,000.00), (g) the 2004 Transportation 

Revenue Refunding Bonds, Series J, issued by HTA in the original principal amount of Four 

Hundred Five Million Nine Hundred Eighty-Five Thousand Dollars ($405,985,000.00), (h) the 

2005 Transportation Revenue Refunding Bonds, Series K, issued by HTA in the original 

principal amount of Eight Hundred Million Dollars ($800,000,000.00), (i) the 2005 

Transportation Revenue Refunding Bonds, Series L, issued by HTA in the original principal 

amount of Five Hundred Ninety-Eight Million Two Hundred Eighty-Five Thousand Dollars 

($598,285,000.00), (j) the 2007 Transportation Revenue Refunding Bonds, Series M, issued by 

HTA in the original principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00), 

(k) the 2007 Transportation Revenue Refunding Bonds, Series N, issued by the HTA in the 

original principal amount of One Billion Five Hundred Two Million Nine Hundred Four 

Thousand Nine Hundred Fifty-Three Dollars and Ninety-Five Cents ($1,502,904,953.95), and (l) 

the 2010 Transportation Revenue Refunding Bonds, Series H, issued by HTA in the original 

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principal amount of Forty-Four Million Two Hundred Seventy-Five Thousand Dollars 

($44,275,000.00). 

1.169 HTA 98 Sub Bond Claim: A Claim against HTA on account of HTA 98 Sub 

Bonds, other than an HTA 98 Sub Bond Claim (Assured), an HTA 98 Sub Bond Claim (FGIC), 

or an HTA 98 Sub Bond Claim (National). 

1.170 HTA 98 Sub Bond Claim (Assured): A Claim against HTA on account of an 

HTA 98 Sub Bond that is an Assured Insured Bond. 

1.171 HTA 98 Sub Bond Claim (FGIC): A Claim against HTA on account of an 

HTA 98 Sub Bond that is a FGIC Insured Bond. 

1.172 HTA 98 Sub Bond Claim (National): A Claim against HTA on account of an

HTA 98 Sub Bond that is a National Insured Bond. 

1.173 HTA 98 Sub Bond Recovery: Subject to the terms and provisions of the 

Commonwealth Plan, the aggregate CW/HTA Clawback Recovery allocable to holders of 

Allowed HTA 98 Sub Bond Claims, Allowed HTA 98 Sub Bond Claims (Assured), Allowed 

HTA 98 Sub Bond Claims (FGIC), and Allowed HTA 98 Sub Bond Claims (National). 

1.174 HTA 98 Sub Bonds: Collectively, the following subordinated bonds issued by 

HTA pursuant to Resolution 98-06, adopted February 26, 1998, as amended and supplemented 

thereafter: (a) the Subordinated Transportation Revenue Bonds, Series 1998, issued by HTA in 

the original principal amount of Seventy-Five Million Fifty Thousand Dollars ($75,050,000.00), 

and (b) the Subordinated Transportation Revenue Bonds, Series 2003, issued by HTA in the 

original principal amount of Three Hundred Twenty Million Five Hundred Forty-Five Thousand 

Dollars ($320,545,000.00).

1.175 HTA Bond Claims: Collectively, a Claim against HTA on account of HTA 68 

Bonds, HTA 98 Senior Bonds, and HTA 98 Sub Bonds.

1.176 HTA Bonds: Collectively, the HTA 68 Bonds, the HTA 98 Senior Bonds, and 

the HTA 98 Sub Bonds.

1.177 HTA/CCDA Annex Agreement: That certain Annex Agreement annexed as 

Exhibit “I” to the HTA/CCDA Plan Support Agreement pursuant to which certain holders of 

HTA Bonds and CCDA Bonds became HTA/CCDA PSA Creditors. 

1.178 HTA/CCDA Joinder Agreement: That certain Joinder Agreement annexed as 

Exhibit “H” to the HTA/CCDA Plan Support Agreement pursuant to which certain holders of 

HTA Bonds and CCDA Bonds became HTA/CCDA PSA Creditors.

1.179 HTA/CCDA Joinder Deadline: With respect to (a) HTA 68 Bond Claims and 

HTA 68 Bond Claims (Ambac), May 17, 2021, at 11:59 p.m. (Eastern Daylight Time), and (b) 

HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), and HTA 98 Senior Bond 

Claims (FGIC), July 15, 2021, at 11:59 p.m. (Eastern Daylight Time), or in either case, such later 

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date and time as may be requested by Assured and National, but in no event later than the 

commencement of the hearing to consider confirmation of the HTA Plan. 

1.180 HTA/CCDA Joinder Creditors: Collectively, those entities holding HTA 

Bonds or CCDA Bonds that executed and delivered either the HTA/CCDA Joinder Agreement 

or the HTA/CCDA Annex Agreement prior to the HTA/CCDA Joinder Deadline. 

1.181 HTA/CCDA Plan Support Agreement: That certain HTA/CCDA Related Plan 

Support Agreement, dated as of May 5, 2021, by and among the Oversight Board and the 

HTA/CCDA PSA Creditors, as it may be amended, modified, or supplemented in accordance 

with the terms thereof. 

1.182 HTA/CCDA PSA Creditors: Collectively, the parties to the HTA/CCDA Plan 

Support Agreement, other than the Oversight Board. 

1.183 HTA/CCDA PSA Restriction Fee Creditors: Collectively, the Initial 

HTA/CCDA PSA Creditors and the HTA/CCDA Joinder Creditors that executed the 

HTA/CCDA Plan Support Agreement, the HTA/CCDA Joinder Agreement, or the HTA/CCDA 

Annex Agreement prior to the expiration of the HTA/CCDA PSA Restriction Fee Period; 

provided, however, that, notwithstanding anything contained herein to the contrary, all entities 

executing an HTA/CCDA Joinder Agreement or an HTA/CCDA Annex Agreement on the date 

the HTA/CCDA PSA Threshold Attainment is reached shall be considered HTA/CCDA PSA 

Restriction Fee Creditors; and, provided, further, that, under all circumstances, HTA PSA 

Restriction Fees shall not be available to holders of HTA 98 Sub Bond Claims, HTA 98 Sub 

Bond Claims (Assured), HTA 98 Sub Bond Claims (FGIC), or HTA 98 Sub Bond Claims 

(National) in their capacity as such, and such holders in such capacity shall not be considered 

HTA/CCDA PSA Restriction Fee Creditors with respect to such HTA 98 Sub Bonds.

1.184 HTA/CCDA PSA Restriction Fee Period: The period from May 5, 2021 up to 

and including the earlier to occur of (a) the HTA/CCDA PSA Threshold Attainment and (b) the 

applicable HTA/CCDA Joinder Deadline. 

1.185 HTA/CCDA PSA Threshold Attainment: The date on which HTA/CCDA PSA 

Restriction Fee Creditors own or have due investment management responsibility and authority 

for funds or accounts which own, or, with respect to Assured and National, either holds or 

insures and is authorized to vote in accordance with Section 301(c)(3) of PROMESA, the 

definitive insurance documents and applicable law, (a) with respect to HTA 68 Bonds, eightyfive percent (85%) of the aggregate amount of HTA 68 Bond Claims, HTA 68 Bond Claims 

(Ambac), HTA 68 Bond Claims (Assured), and HTA 68 Bond Claims (National), inclusive of 

principal and interest as of the HTA Petition Date, (b) with respect to HTA 98 Senior Bonds, 

sixty-seven percent (67%) of the aggregate amount of HTA 98 Senior Bond Claims, HTA 98 

Senior Bond Claims (Ambac), HTA 98 Senior Bond Claims (Assured), HTA 98 Senior Bond 

Claims (FGIC), and HTA 98 Senior Bond Claims (National), inclusive of principal and interest 

as of the HTA Petition Date, and (c) with respect to CCDA Bonds, seventy percent (70%) of the 

aggregate amount of CCDA Bond Claims, and in each case, without duplication and, to the 

extent any such claims are insured, to the extent an HTA/CCDA PSA Creditor is authorized to 

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vote any such claim in accordance with Section 301(c)(3) of PROMESA, the definitive insurance 

documents and applicable law.

1.186 HTA Clawback CVI: The CVI issued on account of Allowed CW/HTA Claims 

in accordance with the terms and provisions of the Commonwealth Plan. 

1.187 HTA Clawback Recovery: The aggregate recovery by holders of Allowed 

CW/HTA Claims, consisting of HTA Clawback CVIs distributed to holders of such Claims 

pursuant to the Commonwealth Plan and subject to the Annual Payment Waterfall, as defined in 

Exhibit “J” of the Commonwealth Plan. . 

1.188 HTA Committee Agreement: That certain letter agreement, dated May 9, 2022, 

between the Creditors’ Committee and the Oversight Board. 

1.189 HTA Confirmation Date: The date on which the Clerk of the Title III Court 

enters the HTA Confirmation Order on the docket.

1.190 HTA Confirmation Hearing: The hearing conducted by the Title III Court 

pursuant to section 1128(a) of the Bankruptcy Code and Section 314 of PROMESA to consider 

confirmation of the HTA Plan, as such hearing may be adjourned or continued from time to time.

1.191 HTA Confirmation Order: The order of the Title III Court confirming the HTA 

Plan in accordance with Section 314 of PROMESA and section 1129 of the Bankruptcy Code, 

made applicable in the HTA Title III Case in accordance with Section 301 of PROMESA. 

1.192 HTA Distribution Conditions: Collectively, (a) the Commonwealth Effective 

Date shall have occurred, (b) the documentation of the HTA Plan, the HTA Confirmation Order, 

the New HTA Bonds Indenture, the Trust Documentation (if any), and the Custodial Trust 

Documents (solely as they relate to Assured and National) shall have been agreed upon by the 

Oversight Board, Assured and National, (c) holders of, or insurers entitled to vote with respect 

to, HTA 68 Bonds, holding or insuring, as the case may be, at least sixty-seven percent (67%) of 

the outstanding principal amount of HTA 68 Bonds shall have executed the HTA/CCDA Plan 

Support Agreement (or an HTA/CCDA Joinder Agreement or an HTA/CCDA Annex Agreement 

with respect thereto), and (d) holders of, or insurers entitled to vote with respect to, HTA 98 

Senior Bonds, holding or insuring, as the case may be, at least sixty-seven (67%) of the 

outstanding principal amount of HTA 98 Senior Bonds shall have executed the HTA/CCDA Plan 

Support Agreement (or a Joinder Agreement or an Annex Agreement with respect thereto); 

provided, however, that, upon entry of a Final Order with respect to the HTA Confirmation 

Order, the conditions set forth in subsections (c) and (d) above shall be deemed satisfied.

1.193 HTA Effective Date: The first (1st) Business Day on which (i) all the conditions 

precedent to confirmation of the HTA Plan specified in Section 34.1 of the HTA Plan shall have 

been satisfied or waived, as provided in Section 34.2 of the HTA Plan, and (ii) all the conditions 

precedent to the substantial consummation of the HTA Plan and occurrence of the HTA 

Effective Date specified in Section 35.1 of the HTA Plan shall have been satisfied or waived as 

provided in Section 35.2 of the HTA Plan.

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1.194 HTA Enabling Act: Act No. 74 of June 23, 1965, known as the “Puerto Rico 

Highway and Transportation Authority Act”.

1.195 HTA Fiscal Agent: The Bank of New York Mellon, solely in its capacity as 

fiscal agent with respect to the HTA Bonds.

1.196 HTA Fiscal Plan: A Fiscal Plan for the Debtor or Reorganized HTA.

1.197 HTA/GDB Claim: A Claim against HTA with respect to loans extended by 

GDB to HTA, other than an HTA 68 Bond Claim, HTA 68 Bond Claim (Ambac), HTA 68 Bond 

Claim (Assured), HTA 68 Bond Claim (National), HTA 98 Senior Bond Claim, HTA 98 Senior 

Bond Claim (Ambac), HTA 98 Senior Bond Claim (Assured), HTA 98 Senior Bond Claim 

(FGIC), HTA 98 Senior Bond Claim (National), or HTA 98 Sub Bond Claim (National).

1.198 HTA General Unsecured Claim: A Claim against HTA; provided, however, 

that, under all circumstances, “HTA General Unsecured Claim” shall not include (a) a Claim 

arising from or related to the HTA 68 Bonds, the HTA 98 Senior Bonds, the HTA 98 Sub Bonds, 

the HTA Moscoso Bonds or the GDB/HTA Loans, (b) an Eminent Domain/Inverse 

Condemnation Claim, (c) a Section 510(b) Subordinated Claim, (d) a Late-Filed Claim, (e) a 

Convenience Claim, (f) any Claim that is eligible to be transferred into or administered through 

the ACR process, (g) the Claim asserted in Proof of Claim No. 161091 filed by Concilio 

Nacional de Policias Inc. and any other Claims related to the litigation styled Frente Unido de 

Policias Organizados, et al. v. Puerto Rico Police Department, Case No. KAC-2007-4170, (h) 

any Claims for retiree benefits (including, without limitation, those portions of Proofs of Claim 

Nos. 93199, 103072, 104127, 130077, 103035, 106588, 115276, 104175 and 130091), regardless 

of whether such Claims are asserted by retirees or active employees and regardless of whether of 

such Claims are asserted through litigation or administrative proceedings, but excluding Claims 

for any increased pension payments that would have been payable prior to adjudication of such 

Claims (i.e., pension “back pay”) and only up to the amount related to unpaid pensions, (i) all 

Claims against the Debtor by any Governmental Unit (as defined in section 101 of the 

Bankruptcy Code), including the United States government, any State government, foreign 

government, any municipality (whether of the Commonwealth or otherwise), the 

Commonwealth, any instrumentality of the Commonwealth (including GDB), whether asserted 

directly by such Governmental Unit or indirectly or derivatively by any other Entity, including, 

without limitation, any Claims by the GDB asserted by or through the DRA, (j) any Claims 

related to the Concession Agreement, dated as of December 20, 1991, between HTA and 

Autopistas de PR, LLC, as amended and supplemented, relating to the operation and 

maintenance of the Teodoro Moscoso Budge, including, without limitation, Proof of Claim No. 

52295, (k) any Claims related to the Toll Road Concession Agreement, dated as of June 27, 

2011, between the HTA and Autopistas Metropolitanas de Puerto Rico, LLC, as amended and 

supplemented, including without limitation, Proof of Claim No. 35566, (l) any unsecured 

deficiency claims with respect to asserted priority and/or secured Claims, or (m) such other 

Claim determined by the Title III Court not to be an HTA General Unsecured Claim.

1.199 HTA GUC Recovery: The amount equal to (a) Forty-Eight Million Dollars 

($48,000,000.00), to be funded in accordance with the terms and provisions of Section 20.3 

hereof, plus (b) the net recoveries, if any, by the Avoidance Actions Trust attributable to the 

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Avoidance Actions, minus (c) such amount of Cash as is necessary to satisfy the payment of 

Allowed Convenience Claims in accordance with the terms and provisions of Article XXIII 

hereof. 

1.200 HTA Moscoso Bond Claim: A Claim against HTA on account of the HTA 

Moscoso Bonds. 

1.201 HTA Moscoso Bonds: Collectively, the Special Facility Revenue Refunding 

Bond, 2003 Series A, issued by HTA in the original principal amount of One Hundred FiftyThree Million Two Hundred Twenty-Two Thousand Two Hundred Seventy dollars and FortyFive Cents ($153,222,270,45) in accordance with the terms and provisions of that certain Trust 

Agreement, dated as of October 1, 2003, between HTA and Banco Popular de Puerto Rico, as 

Trustee in which, as of the HTA Petition Date, where in the aggregate outstanding principal 

amount of $141,875411.00.

1.202 HTA Petition Date: May 21, 2017.

1.203 HTA Plan: This Modified Fifth Amended Title III Plan of Adjustment of Puerto 

Rico Highways and Transportation Authority, including, without limitation, the exhibits and 

schedules hereto, as the same is amended, supplemented, or modified from time to time in 

accordance with the provisions of PROMESA, the Bankruptcy Code and the terms hereof.

1.204 HTA PSA Restriction Fees: Collectively, the fees to be paid, in Cash, on the 

HTA Effective Date, in accordance with the terms and provisions of the HTA/CCDA Plan 

Support Agreement, Section 3.4 hereof, and the HTA Confirmation Order, which fees, in the 

aggregate, shall not exceed One Hundred Twenty-Five Million Dollars ($125,000,000.00) minus

such amount as may be payable on account of Consummation Costs.

1.205 HTA Restriction Fee Percentage: The percentage equal to (a) One Hundred 

Twenty-Five Million Dollars ($125,000,000.00) minus such amounts as may be payable on 

account of Consummation Costs, divided by (b) the aggregate amount of HTA 68 Bond Claims, 

HTA 68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond Claims 

(National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 98 Senior 

Bond Claims (Assured), HTA 98 Senior Bond Claims (FGIC), and HTA 98 Senior Bond Claims

(National) held or, in the case of a Monoline, either held or insured and is authorized to vote in 

accordance with Section 301(c)(3) of PROMESA, governing documents, and applicable law, by 

HTA/CCDA PSA Restriction Fee Creditors.

1.206 HTA Title III Case: The Title III case under PROMESA pending in the Title III 

Court, captioned as In re Financial Oversight & Management Board for Puerto Rico as 

representative of the Puerto Rico Highways & Transportation Authority, Case No. 17-3567-LTS 

(D.P.R.).

1.207 Initial HTA/CCDA PSA Creditors: Collectively, the parties to the HTA/CCDA 

Plan Support Agreement, other than the Oversight Board, as of May 5, 2021. 

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1.208 Insured HTA Bond Claim: Collectively, the HTA Bond Claims, the principal 

and interest payments of which have been insured by a Monoline, including, without limitation, 

pursuant to a secondary market insurance policy. 

1.209 Invalidity Actions: Collectively, the adversary proceedings challenging the 

validity of certain GO Bonds, PBA Bonds, and PRIFA BANs listed on Exhibit “B” hereto.

1.210 IRC: The United States Internal Revenue Code of 1986, as amended from time 

to time.

1.211 IRS: The Internal Revenue Service, an agency of the United States Department 

of Treasury.

1.212 Late-Filed Claim: A proof of claim filed in the HTA Title III Case from and 

after the commencement of the Disclosure Statement Hearing. 

1.213 Lien: Any charge against or interest in property to secure payment of a debt or 

performance on an obligation.

1.214 Lien Challenge Actions: Collectively, the adversary proceedings listed on 

Exhibit “C” hereto.

1.215 Lift Stay Motions: Collectively, the litigation styled (a) Assured Guaranty 

Corp., et al. v. The Financial Oversight and Management Board for Puerto Rico, filed in the 

HTA Title III Case [Dkt. No. 673], (b) Ambac Assurance Corporation, et al. v. The Financial 

Oversight and Management Board, filed in the Commonwealth’s Title III case [Dkt. No. 10104], 

(c) Ambac Assurance Corporation, et al. v. The Financial Oversight and Management Board, 

filed in the Commonwealth’s Title III case [Dkt. No. 10602], (d) AmeriNational Community 

Services, LLC, et al. v. The Financial Oversight Management Board of Puerto Rico, filed in the 

Title III Case [Dkt. No. 591], (e) Assured Guaranty Corp., et al. v. Commonwealth of Puerto 

Rico, et al., Case No. 20-1930, currently pending in the United States Court of Appeals for the 

First Circuit, (f) Ambac Assurance Corporation, et al, v. Commonwealth of Puerto Rico, et al., 

Case No. 2—1931, currently pending in the United States Court of Appeals for the First Circuit, 

(g) Peaje Investments LLC v. Puerto Rico Highways & Transportation Authority, et al., Adv. 

Pro. No. 17-00152-LTS, filed in the HTA Title III Case [Dkt. No. 1], as amended, and (h) any 

motion or adversary proceeding seeking to lift the automatic stay provided for in accordance 

with section 362 and 922 of the Bankruptcy Code (to the extent applicable) with respect to 

revenues similar to those at issue in the above-referenced Lift Stay Motions. 

1.216 List of Creditors: The Creditor List (together with all summaries, notes, and 

schedules) attached as Exhibit A to the Notice of Filing of Creditor List for the Puerto Rico 

Highways and Transportation Authority filed in the Title III Case [Case No. 17-3283-LTS, ECF 

No. 10708], pursuant to sections 924 and 925 of the Bankruptcy Code, as such lists, summaries, 

notes, or schedules have been or may be amended, restated, supplemented or otherwise modified 

by the Debtor.

1.217 Local Bankruptcy Rules: The Local Bankruptcy Rules of the United States 

Bankruptcy Court for the District of Puerto Rico and, to the extent applicable to the Title III 

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Case, the Local District Court Rules for the District of Puerto Rico, each as amended from time 

to time.

1.218 MBA: Puerto Rico Metropolitan Bus Authority. 

1.219 MFA: Puerto Rico Municipal Finance Agency.

1.220 Monolines: Collectively, Ambac, Assured, FGIC, and National, as insurers of 

HTA Bonds, or other Claims or securities issued by the Debtor, as applicable.

1.221 National: National Public Finance Guarantee Corporation.

1.222 National Action: The litigation styled National Public Finance Guarantee Corp., 

et al. v. UBS Financial Services, Inc., et al., currently pending in the Estado Libre Asociado de 

Puerto Rico, Sala Superior de San Juan, Civil No. SJ2019CV07932.

1.223 National Acceleration Price: With respect to any National Insured Bond, a price

equal to the outstanding principal amount of a National Insured Bond plus the accrued and 

unpaid interest thereon (or, in the case of any capital appreciation bonds, the compounded 

amount thereof) as of the date of payment.

1.224 National Bondholder Election Form: Collectively or individually, as the case 

may be, the “Form of Election Notice for Holders of Claims in Class 4” and the “Form of

Election Notice for Holders of Claims in Class 9”, copies of which are attached as Schedules 

5(d) and 5(e), respectively, to the Disclosure Statement Order. 

1.225 National Certificates: With respect to each National Trust that is formed for the 

benefit of the beneficial holders of National Insured Bonds, the certificate(s) or receipt(s) to be 

issued by such National Trust to beneficial holders of such National Insured Bonds that are 

deposited into the National Trust.

1.226 National Commutation Consideration: A combination of some or all of the 

following, to be selected by National at National’s sole discretion at or prior to the 

commencement of the Disclosure Statement Hearing: (i) some or all of a holder’s Pro Rata Share 

of the National Plan Consideration; (ii) a percentage, to be determined at National’s sole 

discretion, of the Consummation Costs and/or the HTA PSA Restriction Fee distributable to 

National in accordance with the terms and provisions of Article III hereof; and (iii) Cash in an 

amount to be determined by National in its sole discretion.

1.227 National Commutation Treatment: The treatment set forth in Section 26.2(a)

hereof.

1.228 National CW/HTA Bond Claims: Collectively, the CW/HTA Claims arising 

from HTA Bonds insured by National, including, without limitation, pursuant to a secondary 

market insurance policy. 

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1.229 National Election Notice: The “Notice of Non-Voting Status for Holders of 

HTA 98 Sub Bond Claims (National)”, a copy of which is attached as Schedule 4(f) to the 

Disclosure Statement Order. 

1.230 National Escrow Account: A single escrow account that may be formed, on or 

prior to the HTA Effective Date, by HTA, for the benefit of the beneficial holders of National 

Insured Bonds whose National Escrow Consideration is deposited therein, the terms of which 

shall be set forth in the Plan Supplement.

1.231 National Escrow Consideration: Some or all of the New HTA Bonds 

distributable on account of Allowed National Insured Bond Claims and any other consideration 

that may be selected by National, in National’s sole and absolute discretion, at or prior to the 

commencement of the Disclosure Statement Hearing. 

1.232 National HTA Consideration: The consideration distributable pursuant to the 

Commonwealth Plan, the Commonwealth Confirmation Order, the HTA Plan and the HTA 

Confirmation Order on account of Allowed National Insured Bond Claims and Allowed National 

CW/HTA Bond Claims, consisting of (a) the Cash and New HTA Bonds distributable on account 

of Allowed National Insured Bond Claims, and (b) the HTA Clawback CVI distributable on 

account of Allowed National CW/HTA Bond Claims.

1.233 National Insurance Policies: The existing insurance policies, including 

secondary market insurance policies, initially issued by (a) MBIA Insurance Corporation and 

subsequently novated to National or (b) FGIC and subsequently novated to National, and relating 

to the National Insured Bonds, together with any and all agreements and other documents related 

thereto. 

1.234 National Insured Bond Claims: Collectively, the Claims against HTA arising 

from the National Insured Bonds, including any HTA 68 Bond Claims (National), HTA 98 

Senior Bond Claims (National), and HTA 98 Sub Bond Claims (National).

1.235 National Insured Bonds: Collectively, the HTA Bonds that have been insured 

or are otherwise owned (by subrogation or otherwise) by National, including, without limitation, 

pursuant to a secondary market insurance policy. 

1.236 National Non-Commutation Treatment: The treatment set forth in Section 

26.2(b) hereof. 

1.237 National Plan Consideration: The consideration distributable on account of 

Allowed National Insured Bond Claims.

1.238 National Treatment: With respect to each Class of National Insured Bond 

Claims, the treatment set forth in Section 26.2 hereof. 

1.239 National Trust: The trust(s) which may be formed, on or prior to the HTA 

Effective Date, by HTA, the sole cost and expense of which, including, but not limited to, the 

formation and maintenance of the trust(s) (including trustee fees and expenses), shall be satisfied 

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from the assets of the National Trust, and for the benefit of beneficial holders of such National 

Insured Bonds, the terms of which shall be set forth in the Plan Supplement. 

1.240 National Trust Consideration: Some or all of the New HTA Bonds 

distributable on account of Allowed National Insured Bond Claims and any other consideration 

that may be selected by National, in National’s sole and absolute discretion, at or prior to the 

commencement of the Disclosure Statement Hearing. 

1.241 New HTA Bonds: Collectively, the bonds to be issued on the HTA Effective 

Date by Reorganized HTA in accordance with the terms and conditions of the HTA Plan, the 

HTA Confirmation Order, and the New HTA Bonds Indenture, including, without limitation, any 

refunding bonds which may be issued in accordance with the New HTA Bonds Indenture, the 

repayment of which shall be supported by a pledge of the Pledged Revenues. 

1.242 New HTA Bonds Indenture: The indenture or resolution to be executed and 

delivered as of the HTA Effective Date pursuant to which Reorganized HTA shall issue the 

Secured Obligations, and including all of the terms and provisions in connection therewith, as it 

may be amended, supplemented or modified from time to time, in accordance with its terms and 

conditions, which indenture or resolution shall be reasonably satisfactory to the Monolines.

1.243 New HTA Bonds Trustee: The trustee appointed in accordance with the terms 

and provisions of the New HTA Bonds Indenture.

1.244 New HTA CABs: Collectively, the series of capital appreciation bonds, 

accreting interest at the rate of five percent (5.0%) per annum, to be issued pursuant to the HTA 

Plan as components of New HTA Bonds and to be distributed pursuant to the terms and 

provisions of the HTA Plan. 

1.245 New HTA CIBs: Collectively, the series of current interest bonds, accruing 

interest at the rate of five percent (5%) per annum, to be issued pursuant to the HTA Plan as 

components of the New HTA Bonds and to be distributed pursuant to the terms and provisions of 

the HTA Plan. 

1.246 New HTA Convertible CABs: Collectively, the series of convertible capital 

appreciation bonds, accreting interest at the rate of five percent (5.0%) per annum, to be issued 

pursuant to the HTA Plan as components of the New HTA Bonds and to be distributed pursuant 

to the terms and provisions of the HTA Plan. 

1.247 Nuveen Fund: As defined in the Standard Terms of the Assured Trusts.

1.248 Outstanding: Debt that (i) has not been paid in full in accordance with its terms,

or (ii) has not been legally defeased in accordance with the defeasance requirements set forth in 

the applicable definitive issuance documents.

1.249 Oversight Board: The Financial Oversight and Management Board for Puerto 

Rico established pursuant to Section 101 of PROMESA, as the Debtor’s representative in the

Title III Case pursuant to Section 315(b) of PROMESA.

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1.250 Partial Disposition: A lease, long-term concession or other public-private 

partnership arrangement with respect to any real restate or personal property comprising a 

portion of the Toll Facilities.

1.251 PayGo: The pay-as-you-go pension system created in accordance with Act 106 

of 2017.

1.252 PBA: Puerto Rico Public Buildings Authority. 

1.253 Person: An individual, general partnership, limited partnership, corporation, 

limited liability company, limited liability partnership, cooperative, trust, unincorporated 

organization, association, joint stock company, joint venture, estate, government, or agency or 

political subdivision thereof, or any other form of legal entity.

1.254 PFC: Puerto Rico Public Finance Corporation.

1.255 Plan Supplement: A separate volume, to be filed with the Clerk of the Title III 

Court, including, among other documents, the New HTA Bonds Indenture, forms of the New 

HTA Bonds, and Reorganized HTA By-Laws, which shall be in form and substance reasonably 

satisfactory to AAFAF, and the Monolines, and, solely with respect to the provisions affecting 

Classes 16 and 19, the Creditors’ Committee. The Plan Supplement (containing draft or final 

versions of the foregoing documents) shall be filed with the Clerk of the Title III Court as soon 

as practicable (but in no event later than seven (7) days) prior to the Ballot Date, or on such other 

date as the Title III Court establishes. The Plan Supplement shall be deemed incorporated into 

and part of the HTA Plan as if set forth herein in full.

1.256 Pledged Revenues: Collectively, (a) the Toll Receipts, (b) the rights of 

Reorganized HTA to receive the Toll Receipts, (c) except for purposes of the Toll Rate Covenant 

set forth in the New HTA Bonds Indenture, the proceeds derived from or related to any sale or 

disposition of, or any concession arrangement relating to, all or any part of the Toll Facilities, 

and (d) investment income received on any amounts held in the Toll Receipts Fund, the Debt 

Service Fund, the Operating Reserve Fund, the Renewal and Replacement Funds, the 

Subordinated Indebtedness Fund and the General Reserve Fund, each as defined in the New 

HTA Bonds Indenture; provided, however, that, under all circumstances, “Pledged Revenues” 

shall not include the proceeds of any gifts, grants, or other payments to Reorganized HTA from 

the United States of America, any state, territory, municipality or any public or private 

instrumentality, individual or entity that are not in the nature of a Toll. 

1.257 PRASA: Puerto Rico Aqueduct and Sewer Authority. 

1.258 PREPA: Puerto Rico Electric Power Authority. 

1.259 PRIDCO: Puerto Rico Industrial Development Company. 

1.260 PRIFA: Puerto Rico Infrastructure Financing Authority. 

1.261 PRITA: Puerto Rico Integrated Transit Authority. 

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1.262 Professional: An Entity (a) to be compensated for services rendered prior to or 

on the HTA Effective Date pursuant to Sections 316 and 317 of PROMESA, and (i) employed in 

the Title III Case by the Government Parties (in the Government Parties’ sole discretion); (ii)

employed in the Title III Case by the Oversight Board (in the Oversight Board’s sole discretion); 

or (iii) a committee appointed in accordance with section 1103 of the Bankruptcy Code, or (b) 

for which compensation and reimbursement has been Allowed by the Title III Court pursuant to 

section 503(b)(4) of the Bankruptcy Code.

1.263 Professional Claim: A Claim by a Professional seeking an award by the Title III 

Court of compensation for services rendered or reimbursement of expenses incurred through and 

including the HTA Confirmation Date under Sections 316 and 317 of PROMESA.

1.264 PROMESA: The Puerto Rico Oversight, Management, and Economic Stability 

Act, Pub. L. No. 114-187, 130 Stat. 549 (2016), 48 U.S.C. § 2101, et. seq., as it may be amended 

or modified.

1.265 Pro Rata Share: With respect to Allowed Claims against the Debtor (a) the 

proportion that an Allowed Claim bears to the sum of all Allowed Claims within such Class, 

taking into account, and reducing for, unmatured interest thereon as of the HTA Petition Date 

with respect to individual bonds within such Class, and (b) among more than one Class, the 

proportion that Allowed Claims within such Class of Claims receive in consideration bears to the 

sum of consideration received by all Claims within all applicable Classes.

1.266 Related Persons: With respect to any Entity (including for the avoidance of 

doubt, the Commonwealth, the Government Parties, and the Creditors’ Committee), its 

predecessors, successors and assigns (whether by operation of law or otherwise) and their 

respective current and former employees, managers, elected or appointed officials, directors, 

officers, board members, principals, members, equity holders (whether such interests are held 

directly or indirectly), partners, financial advisors, attorneys, accountants, consultants, agents and 

professionals (including, without limitation, any and all Professionals retained by the Debtor,

AAFAF, and the Creditors’ Committee), or other representatives, nominees or investment 

managers, each acting in such capacity, and any Entity claiming by or through any of them 

(including their respective officers, directors, managers, shareholders, partners, employees, 

members and professionals), each in its respective capacity as such; provided, however, that 

“Related Persons” is not intended, nor shall it be construed, to include the Commonwealth,

AFICA, CCDA, COFINA, ERS, MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR, and 

PREPA.

1.267 Released Claims: Collectively, (a) with respect to those Entities party to the 

HTA/CCDA Plan Support Agreement, Claims and Causes of Action released hereunder and in 

accordance with the HTA/CCDA Plan Support Agreement, (b) Claims and Causes of Action that 

arise in, are related to or have been or could have been asserted against the Debtor or its Assets 

in the Title III Case, (c) Claims and Causes of Action that have been or could have been asserted 

by the Debtor (with respect to releases given by the Debtor) and by Creditors or the Government 

Parties relating to Claims they have against the Released Parties (with respect to releases given 

by Releasing Parties), (d) Claims and Causes of Action related to the Fourth Amended 

Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico Highways and 

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Transportation Authority Regarding the Tolling of Statute of Limitations and Consent Order 

[Case No. 17-3283-LTS, ECF No. 15854], as amended, and Claims and Causes of Action related 

to the Fourth Amended Stipulation and Consent Order Between Title III Debtors (Other Than 

COFINA) and the Puerto Rico Fiscal Agency and Financial Advisory Authority Acting on 

Behalf of the Government Entities Listed on Appendix “B” Regarding the Tolling of Statute of 

Limitations [Case No. 17-3283-LTS, ECF No. 17394], as amended, (e) with respect to those 

Entities party to the DRA Stipulation, Claims and Causes of Action released hereunder and in 

accordance with the DRA Stipulation, and (f) Claims that otherwise arise from or relate to the 

Title III Case, the HTA Plan, the HTA/CCDA Plan Support Agreement, the HTA Committee 

Agreement, and the compromises set forth herein, including, without limitation, in connection 

with or related to any of the Government Parties, and their respective subsidiaries, assets, 

liabilities, operations, or property; provided, however, that, “Released Claims” is not intended to 

include, nor shall it have the effect of including, Claims or Causes of Action unrelated to the 

Debtor or Claims or Causes of Action for gross negligence, willful misconduct or intentional 

fraud asserted, or that could have been asserted, whether sounding in contract or tort; and, 

provided, further, that “Released Claims” is not intended to release, nor shall it have the effect of 

releasing, any Entity in its capacity as a defendant in any Avoidance Action, including a party to 

a tolling agreement with the Commonwealth and/or ERS related to such Cause of Action; and, 

provided, further, that “Released Claims” is not intended to release, nor shall it have the effect of 

releasing, any party from the performance of its obligations in accordance with the HTA 

Confirmation Order or the HTA Plan, including, without limitation, performance of obligations 

arising from or related to New HTA Bonds, New GO Bonds, the HTA Clawback CVIs or under 

any policy of insurance or related documents issued by a Monoline; and, provided, further, that 

“Released Claims” shall not include claims against the Commonwealth, AFICA, CCDA,

COFINA, ERS, MBA, MFA, PBA, PFC, PRASA, PRIDCO, PRIFA, UPR, and PREPA.

1.268 Released Parties: Collectively, solely to the extent provided in the HTA Plan, 

(a) the Government Parties, (b) the HTA/CCDA PSA Creditors, (c) the Creditors’ Committee,

(d) the DRA and the DRA Parties, and (e) with respect to the foregoing clauses (a) through (d), 

each of their respective Related Persons.

1.269 Releasing Parties: Collectively, solely to the extent provided in the HTA Plan, 

(a) all holders of Claims against the Debtor or its Assets; (b) such holders’ current and former 

Affiliates and (c) with respect to the foregoing clauses (a) and (b), each such Entity’s current and 

former Related Persons.

1.270 Reorganized Commonwealth: The Commonwealth, from and after the 

Commonwealth Effective Date.

1.271 Reorganized HTA: The Debtor, from and after the HTA Effective Date.

1.272 Reorganized HTA By-Laws: The by-laws of Reorganized HTA, to the extent 

applicable, from and after the HTA Effective Date.

1.273 SCC Action: The litigation styled Special Claims Committee v. Barclays 

Capital, et al., Adv. Proc. No. 19-00280-LTS, currently pending in the Title III Court. 

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1.274 SEC: The United States Securities and Exchange Commission.

1.275 Section 103 Bond Counsel: With respect to HTA or Reorganized HTA, as the 

case may be, counsel providing services with respect to Section 103 of the IRC.

1.276 Section 510(b) Subordinated Claim: Any Claim, to the extent determined 

pursuant to a Final Order, against the Debtor or its Assets arising from or relating to 

(a) rescission of a purchase or sale of an existing security of the Debtor or an Affiliate of the

Debtor, (b) purchase, sale or retention of such a security, or (c) reimbursement, indemnification 

or contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.

1.277 Secured Obligations: Collectively, the New HTA Bonds and the Subordinated 

Indebtedness.

1.278 Securities Act: The Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, as amended, 

or any similar federal, state, or local law.

1.279 SIB Account: The State Infrastructure Bank account established and posted as 

security for the repayment of HTA 98 Sub Bond Claims (National). 

1.280 Solicitation Agent: Kroll Restructuring Administration LLC (formerly, Prime 

Clerk LLC), the claims, balloting, and solicitation agent retained by the Debtor in the Title III 

Case by Title III Court order.

1.281 Standard Terms of the Assured Trusts: That certain Standard Terms to Trust 

Agreement, dated on or about the HTA Effective Date, by and among HTA, Assured and the 

other parties thereto.

1.282 Subordinated Indebtedness: Collectively, the subordinated indebtedness to be 

issued to the Commonwealth pursuant to the New HTA Bonds Indenture or a supplement thereto 

and as a refinancing of HTA’s obligations pursuant to the Commonwealth Loan, bearing interest 

at the rate of two and one-half percent (2.5%) per annum, a maturity date of July 1, 2052, and 

such other salient payment provisions as set forth on Exhibit “E” annexed hereto. 

1.283 Syncora: Syncora Guarantee Inc., together with its predecessors, successors, or 

designees. 

1.284 Syncora Acceleration Price: With respect to an HTA 98 Senior Bond bearing 

CUSIP number 745190AY4, and the principal and interest payments of which have been insured 

by Syncora, a price equal to the outstanding principal amount of such HTA 98 Senior Bond plus 

the accrued and unpaid interest thereon (or, in the case of any capital appreciation bonds, the 

compounded amount thereof) as of the date of payment. 

1.285 Title III: Title III of PROMESA.

1.286 Title III Case: The HTA Title III Case.

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1.287 Title III Court: The United States District Court of the District of Puerto Rico or 

such other court having jurisdiction over the Title III Cases.

1.288 Toll Facilities: Collectively, PR-20, PR-52, PR-53 and PR-66 toll highways.

1.289 Toll Rate Covenant: The toll rate covenant referred to in Section 25.1(i) hereof, 

as set forth herein and as may be revised in accordance with the terms and provisions of the New 

HTA Bonds Indenture. 

1.290 Toll Receipts: Collectively, (a) all Cash receipts and automated or electric 

payments or credits from Tolls (including by way of the “Auto-Expresso” system), and (b) the 

proceeds of any business interruption insurance relating to the Toll Facilities and of any other 

insurance which insures against the loss of Toll Receipts.

1.291 Toll Receipt Fund: The fund designated, created and established pursuant to 

Section 5.01 of the New HTA Bonds Indenture to hold the Toll Receipts pending application and 

distribution in accordance with the terms and conditions of the New HTA Bonds Indenture.

1.292 Tolls: Collectively, tolls, fares, incomes, receipts, special fees or permit fees, or 

other charges imposed by or on behalf of Reorganized HTA on the owners, lessors, lessees or 

operators of motor vehicles for the operation of or the right to operate those vehicles on the Toll 

Facilities, and fines and penalties and interest thereon collected as a result of a failure to pay any 

such amount.

1.293 Transit Assets: Tren Urbano.

1.294 Trust Documentation: Collectively, the documentation required, if necessary, to 

establish and maintain the trust into which with respect to HTA, the HTA Clawback CVI shall be 

deposited pending, and which shall provide for, the distribution thereof to holders of Allowed 

CW/HTA Claims (including the applicable Monolines) pursuant to the terms of the HTA/CCDA 

Plan Support Agreement, which documentation in all cases shall be agreed upon by the 

Oversight Board and the applicable Monolines. 

1.295 Trust Estate: Collectively, and without limiting the provisions set forth in the 

New HTA Bonds Indenture, (a) all right, title, and interest of Reorganized HTA in and to the 

Pledged Revenues, and the right to receive the same, including, without limitation, any moneys, 

income, revenues, accounts, contract rights or general intangibles derived therefrom, (i) subject 

only to the application of Pledged Revenues in accordance with the terms and provisions of the 

New HTA Bonds Indenture, and (ii) the senior lien and senior security interest granted by the 

New HTA Bonds Indenture for the benefit of holders of New HTA Bonds, which shall in all 

respects be senior and superior to the subordinate lien and the subordinate security interest 

granted by the New HTA Bonds Indenture for the benefit of holders of Subordinated 

Indebtedness, and (b) except for the Authority Expense Fund and the Arbitrage Rebate Fund, all 

of Reorganized HTA’s right, title and interest in the funds and accounts created pursuant to the 

New HTA Bonds Indenture and any supplemental trust agreement and the moneys, securities, 

and other assets on deposit with the New HTA Bonds Trustee in such funds and accounts created 

pursuant to the New HTA Bonds Indenture and any supplemental trust agreement permitted by 

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the HTA Enabling Act; provided, however, that the priority in which such moneys and securities 

are applied to the repayment of the Secured Obligations shall be as expressly specified in the 

New HTA Bonds Indenture.

1.296 Unclaimed Distribution: Any distribution to a Creditor that has not (a) accepted 

a particular distribution or, in the case of distributions made by check, negotiated such check,

(b) given notice to the Debtor of an intent to accept a particular distribution, (c) responded to the 

Debtor’s requests for information necessary to facilitate a particular distribution or (d) taken any 

other action necessary to facilitate such distribution.

1.297 Underwriter Actions: Collectively, the Ambac Action, the FGIC Action, the 

National Action, and the SCC Action, or any action brought in the future in any state, federal or 

Commonwealth court, agency or tribunal against any of the defendants named in such litigations 

concerning or relating to indebtedness or bonds issued by HTA, PREPA, the Commonwealth, or 

any other agency or instrumentality of the Commonwealth. 

1.298 Unexpired Lease: A lease of nonresidential real property to which the Debtor is 

a party that is subject to assumption, assumption and assignment, or rejection under section 365 

of the Bankruptcy Code, except as provided in Section 311 of PROMESA.

1.299 Uniformity Litigation: Collectively, (a) the litigation styled Ambac Assurance 

Corporation v. The Financial Oversight and Management Board for Puerto Rico, et al., Adv. Pro. 

No. 20-00068-LTS, currently pending in the Title III Court, and (b) such other litigation as may 

be currently pending or as may be commenced during the period from and after the date hereof 

up to and including the HTA Effective Date wherein claims or causes of action consistent with or 

similar to those asserted or which could have been asserted in the above-referenced litigation 

have been asserted. 

1.300 UPR: Universidad de Puerto Rico. 

1.301 Voting Record Date: The date(s) established by the Title III Court with respect 

to an entitlement to vote to accept or reject the HTA Plan and set forth in the Disclosure 

Statement Order; provided, however, that the “Voting Record Date” shall not apply to the 

publicly traded securities, the claims with respect to which will be voted through the Depository 

Trust Company’s Automated Tender Offer Platform, known as “ATOP”, where the holder of the 

securities at the time of tender (as opposed to a date certain) is deemed to be the holder entitled 

to vote.

1.302 Other Definitions: Unless the context otherwise requires, any capitalized term 

used and not defined herein or elsewhere in the HTA Plan that is defined in PROMESA or the 

Bankruptcy Code shall, if defined in PROMESA, have the meaning assigned to that term in 

PROMESA or, if not defined in PROMESA, but defined in the Bankruptcy Code, shall have the 

meaning ascribed thereto in the Bankruptcy Code. Unless otherwise specified, (a) all section, 

schedule, or exhibit references in the HTA Plan are to the respective section in, article of, or 

schedule or exhibit to, the HTA Plan, as the same may be amended, waived, or modified from 

time to time and (b) all references to dollars are to the lawful currency of the United States of 

America. The words, “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar 

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import refer to the HTA Plan as a whole and not to any particular section, subsection, or clause 

contained in the HTA Plan. In computing any period prescribed or allowed by the HTA Plan, 

unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply.

1.303 Rules of Interpretation: For purposes of the HTA Plan, (a) unless otherwise 

specified, any reference herein to a contract, lease, instrument, release, indenture, or other 

agreement or document being in a particular form or on particular terms and conditions means 

that such document shall be substantially in such form or substantially on such terms and 

conditions, (b) unless otherwise specified, any reference herein to a definition, an existing 

document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as it was, or is 

amended, modified, or supplemented, including, without limitation, updated to conform to the 

Definitive Documents, (c) unless otherwise specified, all references herein to distributions being 

made in an “amount” shall be calculated using the principal amount of any bonds issued on the 

HTA Effective Date pursuant to the HTA Plan plus the amount, if any, of Cash so distributed, (d) 

unless otherwise specified, all references herein to “Articles” and “Sections” are references to 

Articles and Sections, respectively, hereof or hereto, (e) captions and headings to Articles and 

Sections are inserted for convenience of reference only and are not intended to be a part of or to 

affect the interpretation of the HTA Plan, (f) unless otherwise specified herein, the rules of 

construction set forth in section 102 of the Bankruptcy Code shall apply, (g) unless otherwise 

specified, references to docket numbers of documents filed in the Title III Case are references to 

the docket numbers under the Title III Court’s CM/ECF system, (h) the words “include” and 

“including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be 

deemed to be followed by the words “without limitation”, and (i) any immaterial effectuating 

provisions may be interpreted by the Oversight Board in such a manner consistent with the 

overall purpose and intent of the HTA Plan all without further notice to or action, order, or 

approval of the Title III Court or any other Entity.

ARTICLE II

COMPROMISE AND SETTLEMENT OF DISPUTES/RESTRUCTURING OF 

ENTITIES/RETIREE CLAIMS

2.1 Litigation Resolution: To the extent not resolved pursuant to the 

Commonwealth Plan or the Commonwealth Confirmation Order, the HTA Plan sets forth the 

terms and conditions for a global compromise and integrated settlement of, among other issues, 

asserted and unasserted disputes concerning the rights of holders of HTA 68 Bond Claims, HTA 

98 Bond Claims, and CW/HTA Claims, including the disputes (a) set forth in the Debt Related 

Objections, (b) set forth in the Invalidity Actions, (c) set forth in the Lien Challenge Actions, 

(d) raised by certain holders of CW Bond Claims, CW Guarantee Bond Claims, and GDB HTA 

Loans asserting rights to receive revenues historically conditionally appropriated to HTA, as 

applicable, and “clawed back” by the Commonwealth pursuant to the provisions of the 

Commonwealth Constitution, (e) relating to the validity, priority, secured status and related 

rights attendant to the GDB HTA Loans, and (f) set forth in the Lift Stay Motions and the 

Clawback Actions relating to the CW/HTA Claims.

2.2 Allowance of Bond Claims: For purposes of confirmation and consummation of 

the HTA Plan and distributions to be made hereunder, unless otherwise allowed pursuant to an 

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order of the Title III Court, on the HTA Effective Date, among other Claims, (a) the HTA 68

Bond Claims, the HTA 68 Bond Claims (Ambac), the HTA 68 Bond Claims (Assured), and the 

HTA 68 Bond Claims (National), shall be deemed allowed in the aggregate amount of 

$831,189,105.55, (b) the HTA 98 Senior Bond Claims, the HTA 98 Senior Bond Claims 

(Ambac), the HTA 98 Senior Bond Claims (Assured), the HTA 98 Senior Bond Claims 

(National), and the HTA 98 Senior Bond Claims (FGIC), including, without limitation, Claims 

arising from HTA 98 Senior Bonds held by the DRA, shall be deemed allowed in the aggregate 

amount of $3,129,667,976.84, (c) the HTA 98 Sub Bond Claims, the HTA 98 Sub Bond Claims 

(Assured), the HTA 98 Sub Bond Claims (FGIC), and the HTA 98 Sub Bond Claims (National)

shall be deemed allowed in the aggregate amount of $277,107,234.18, and (d) the HTA/GDB 

Claims shall be deemed allowed in the aggregate amount of $2,149,579,432.

2.3 Releases, Injunctions and Exculpation: The releases, injunctions and 

exculpation provided in Article XLI herein are integral to obtaining the value provided hereunder 

and constitute an essential component of the compromises reached and are not severable from 

the other provisions of this HTA Plan.

2.4 HTA Operational Restructuring: 

(a) On or as soon as practicable following the HTA Effective Date, including, 

without limitation, upon approval of the United States Department of Transportation Federal 

Transit Administration, Reorganized HTA shall separate the Highway Assets from the Transit 

Assets, and shall transfer such Transit Assets to PRITA.

(b) Highway Assets. From and after the HTA Effective Date, Reorganized 

HTA shall retain the Highway Assets and, as soon as practicable thereafter, but in no event later 

than the fifteen (15) month anniversary of the HTA Effective Date, such Highway Assets shall 

be operationally and financially separated between Toll Road Assets and non-toll road assets, 

with a “Ring-Fenced” structure and allocation of cost and expenses implemented, including, 

without limitation, the internal separation of legal, financial and operational functions and the 

establishment of separate Toll Road Assets and non-toll road assets management offices. 

(c) Inventory of Highway Assets. From and after the HTA Effective Date, 

Reorganized HTA shall use its reasonable best efforts to inventory all available Highway Assets 

and provide such inventory to the Oversight Board.

2.5 Retiree Claims: In accordance with the terms and provisions of Act 106 and the 

Commonwealth Plan, any and all obligations of the Debtor to former employees have been 

assumed and will be paid by the Commonwealth through Pay-Go, with the Debtor making “payas-you-go” contributions to the Commonwealth consistent with the provisions of Act 106 and the 

Commonwealth Plan, and are not otherwise treated pursuant to the HTA Plan. 

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ARTICLE III

PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, made applicable to the 

Title III Case pursuant to Section 301(a) of PROMESA, Administrative Expense Claims and 

Professional Claims have not been classified and thus are excluded from the Classes of Claims 

set forth in Article IV of the HTA Plan.

3.1 Administrative Expense Claims: On the later to occur of (a) the HTA Effective 

Date and (b) the date on which an Administrative Expense Claim shall become an Allowed 

Claim, Reorganized HTA shall (i) pay to each holder of an Allowed Administrative Expense 

Claim, in Cash, the full amount of such Administrative Expense Claim or (ii) satisfy and 

discharge such Allowed Administrative Expense Claim in accordance with such other terms no 

more favorable to the claimant than as may be agreed upon by and between the holder thereof 

and Reorganized HTA; provided, however, that Allowed Administrative Expense Claims 

representing indebtedness incurred in the ordinary course prior to the HTA Effective Date by the 

Debtor shall be paid in full and performed by Reorganized HTA in accordance with the terms 

and subject to the conditions of any agreement governing, investment evidencing, or other 

document relating to such transactions, including, without limitation, all obligations of HTA and 

Reorganized HTA with respect to payment of the Commonwealth Loan; and, provided, further, 

that, with respect to the Commonwealth Loan, the repayment thereof shall be satisfied in 

accordance with the terms and provisions of the New HTA Bonds Indenture; and, provided, 

further, that, if any such ordinary course expense is not billed, or a written request for payment is 

not made, within one hundred fifty (150) days after the HTA Effective Date, such ordinary 

course expense shall be barred and the holder thereof shall not be entitled to, or receive, a 

distribution pursuant to the HTA Plan.

3.2 Professional Compensation and Reimbursement Claims: All Entities awarded 

compensation, including, without limitation, to the fullest extent provided in respective letters of 

engagement or similar instruments or agreements, or reimbursement of expenses by the Title III 

Court, including, without limitation, experts who provided services to the Debtor during the Title 

III Case, shall be paid in full, in Cash, in the amounts allowed by the Title III Court (a) as soon 

as reasonably practicable following the later to occur of (i) the HTA Effective Date and (ii) the 

date upon which the Title III Court order allowing such Claims is deemed to be a Final Order or 

(b) upon such other terms no more favorable to the claimant than as may be mutually agreed 

upon between such claimant and the Government Parties; provided, however, that, except as 

provided herein, each Professional, including, without limitation, experts who provided services 

to the Debtor during the Title III Case, must file its application for final allowance of 

compensation for professional services rendered and reimbursement of expenses on or prior to 

the date that is one hundred twenty (120) days following the HTA Effective Date. Reorganized 

HTA shall pay compensation for professional services extended and reimbursement of expenses 

incurred after the HTA Effective Date in the ordinary course and without the need for Title III 

Court approval.

3.3 HTA Consummation Costs: Notwithstanding anything contained in the HTA 

Plan to the contrary, in order to compensate certain parties for the cost of negotiation, 

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confirmation and consummation of the HTA Plan, each Initial HTA/CCDA PSA Creditor shall 

be entitled to receive on the HTA Effective Date, or as soon thereafter as is practicable but in no 

event later than ten (10) Business Days following the HTA Effective Date, a pro rata share of 

Cash, in the form of an Allowed Administrative Expense Claim, in an amount equal to one 

percent (1.00%), truncated to two decimal points, of the aggregate amount of such Initial 

HTA/CCDA PSA Creditor’s HTA 68 Bond Claims, HTA 68 Bond Claims (Assured), HTA 68 

Bond Claims (National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Assured)

and HTA 98 Senior Bond Claims (National) (insured or otherwise and, with respect to each of 

Assured and National, including positions that it holds or has insured), without duplication, held 

and/or insured by such Initial HTA/CCDA PSA Creditor as of 5:00 p.m. (EST) on May 5, 2021,

in an aggregate amount not greater than One Hundred Twenty-Five Million Dollars 

($125,000,000.00).

3.4 HTA Restriction Fee: In exchange for executing the HTA/CCDA Plan Support 

Agreement, and agreeing to all of its terms and conditions, including the agreement to “lock-up”

its bonds in accordance with the terms thereof, subject to the entry of the HTA Confirmation 

Order, each HTA/CCDA PSA Restriction Fee Creditor holding or insuring HTA 68 Bonds or 

HTA 98 Senior Bonds (including the applicable Monolines, to the extent such Monolines are

authorized to vote the applicable Insured HTA Bond Claims in accordance with Section 

301(c)(3) of PROMESA, definitive insurance documents and applicable law) shall be entitled to 

receive the HTA PSA Restriction Fee in the form of an allowed administrative expense claim, 

payable in cash, at the time of consummation of the HTA Plan in an amount equal to the HTA 

Restriction Fee Percentage multiplied by the aggregate amount of HTA 68 Bond Claims, HTA 

68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond Claims (National), 

HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 98 Senior Bond 

Claims (Assured), HTA 98 Senior Bond Claims (FGIC), and HTA 98 Senior Bond Claims

(National) (without duplication and, to the extent any such Claims are Monoline-insured, solely 

to the extent an HTA/CCDA PSA Restriction Fee Creditor is authorized to vote any such Claim 

in accordance with Section 301(c)(3) of PROMESA, the definitive insurance documents and 

applicable law) held or, in the case of the Monolines held or insured, by such HTA/CCDA PSA 

Restriction Fee Creditor as of the expiration of the HTA/CCDA PSA Restriction Fee Period; 

provided, however, that each HTA/CCDA PSA Restriction Fee Creditor who acquires any HTA 

68 Bonds and/or HTA 98 Senior Bonds after the Joinder Deadline (including (i) a holder of a 

Monoline-insured HTA Bond (other than a Monoline-insured HTA Bond insured by Assured or 

National, as the case may be), to the extent such HTA/CCDA PSA Restriction Fee Creditor is 

authorized to vote the claim with respect to such Monoline-insured HTA Bond in accordance 

with Section 301(c)(3) of PROMESA, definitive insurance documents and applicable law, and 

(ii) Assured and National, to the extent Assured or National, as applicable, is authorized to vote 

such Insured HTA Bond Claims in accordance with Section 301(c)(3) of PROMESA, definitive 

insurance documents and applicable law) shall be entitled to receive such HTA PSA Restriction 

Fee equal to the HTA Restriction Fee Percentage multiplied by the aggregate amount of HTA 68 

Bond Claims, HTA 68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond 

Claims (National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 

98 Senior Bond Claims (Assured), HTA 98 Senior Bond Claims (FGIC), and HTA 98 Senior 

Bond Claims (National) (without duplication and, to the extent any such claims are Monolineinsured, solely to the extent an HTA/CCDA PSA Creditor is authorized to vote any such claim in 

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accordance with Section 301(c)(3) of PROMESA the definitive insurance documents and 

applicable law) held and/or insured by such HTA/CCDA PSA Restriction Fee Creditor as of the 

earlier to occur of the PSA Threshold Attainment attributable to the HTA Bond Claims and the 

entry of the HTA Confirmation Order; and, provided, further, that, if an HTA/CCDA PSA 

Restriction Fee Creditor sells any HTA 68 Bonds or HTA 98 Senior Bonds for which it would 

have been entitled to receive the HTA PSA Restriction Fee, the purchasing party shall not be 

entitled to receive the HTA PSA Restriction Fee on account thereof and such entitlement shall 

remain with the selling party; and, provided, further, that, in all circumstances, the sum of the 

aggregate HTA PSA Restriction Fee plus the Consummation Costs attributable to holders of

HTA 68 Bond Claims, HTA 68 Bond Claims (Assured), HTA 68 Bond Claims (National), HTA 

98 Senior Bond Claims, HTA 98 Senior Bond Claims (Assured), or HTA 98 Senior Bond Claims

(National), as the case may be, shall not exceed One Hundred Twenty-Five Million Dollars 

($125,000,000.00); and, provided, further, that, in the event the HTA/CCDA Plan Support 

Agreement is terminated pursuant to the terms of Sections 7.1(b)(iii) or (c) thereof (subject to the 

extension provided for in Sections 7.1(b) or (c) thereof), or the Oversight Board terminates the 

HTA/CCDA Plan Support Agreement for any reason other than (i) a breach of the HTA/CCDA 

Plan Support Agreement by a non-Government Party, (ii) the denial of confirmation of the HTA 

Plan by the Title III Court (or the Title III Court renders a decision or states its position that it 

will deny confirmation absent modification of the Commonwealth Plan or the HTA Plan, and 

such modification would have a material adverse effect on the Parties ability to consummate the 

Commonwealth Plan or the HTA Plan on terms consistent with the HTA/CCDA Plan Support

Agreement, including, but not limited to, the terms set forth in the Settlement Summary annexed 

thereto as Exhibit “J”), or (iii) the entry of an order with respect to one or more of the matters set 

forth in Section 7.1(b)(ii) of the HTA/CCDA Plan Support Agreement, the aggregate HTA PSA 

Restriction Fee and Consummation Costs, in the amount of Twenty Million Dollars 

($20,000,000.00) shall be paid, ratably, in cash, as an administrative expense claim under the 

HTA Plan to the Initial HTA/CCDA PSA Creditors as of the date of termination; and, provided, 

further, that, in all other circumstances, upon termination of the HTA/CCDA Plan Support

Agreement, including, without limitation, termination of the HTA/CCDA Plan Support

Agreement in accordance with other provisions of Section 7.1 thereof, no Consummation Costs 

or HTA PSA Restriction Fee shall be due and payable to the party to HTA/CCDA Plan Support

Agreement terminating such agreement or against the party such agreement is terminated. 

3.5 DRA Restriction Fee: In exchange for executing the DRA Stipulation, and 

agreeing to all of its terms and conditions, including the agreement to “lock-up” its HTA 98 

Senior Bonds and the HTA/GDB Claims in accordance with the terms thereof, on the HTA 

Effective Date, or as soon as practicable thereafter in accordance with the terms hereof, but in no 

event later than ten (10) Business Days following the HTA Effective Date, DRA shall receive the 

DRA Restriction Fee. 

3.6 Non-Severability: The allowance and payment of the Consummation Costs and 

HTA PSA Restriction Fees as set forth in this Article III compensate the HTA/CCDA Restriction 

Fee Creditors for value received and constitute an essential component of the compromises and 

settlements embodied herein and are not severable from the other terms and provisions set forth 

herein.

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ARTICLE IV

CLASSIFICATION OF CLAIMS

4.1 Claims are classified as follows:

(a) Class 1: HTA 68 Bond Claims

(b) Class 2: HTA 68 Bond Claims (Ambac)

(c) Class 3: HTA 68 Bond Claims (Assured)

(d) Class 4: HTA 68 Bond Claims (National)

(e) Class 5: HTA 98 Senior Bond Claims

(f) Class 6: HTA 98 Senior Bond Claims (Ambac)

(g) Class 7: HTA 98 Senior Bond Claims (Assured)

(h) Class 8: HTA 98 Senior Bond Claims (FGIC)

(i) Class 9: HTA 98 Senior Bond Claims (National)

(j) Class 10: HTA 98 Sub Bond Claims

(k) Class 11: HTA 98 Sub Bond Claims (Assured)

(l) Class 12: HTA 98 Sub Bond Claims (FGIC)

(m) Class 13: HTA 98 Sub Bond Claims (National)

(n) Class 14: HTA Moscoso Bond Claims

(o) Class 15: Eminent Domain/Inverse Condemnation Claims

(p) Class 16: HTA General Unsecured Claims

(q) Class 17: HTA/GDB Claims

(r) Class 18: Section 510(b) Subordinated Claims

(s) Class 19: Convenience Claims

(t) Class 20: Federal Claims

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ARTICLE V

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (CLASS 1)

5.1 Treatment of HTA 68 Bond Claims: On the HTA Effective Date, each holder 

of an Allowed HTA 68 Bond Claim shall be entitled to receive, in full consideration, satisfaction, 

release, and exchange of such holder’s Allowed HTA 68 Bond Claim, such holder’s Pro Rata 

Share of the HTA 68 Bond Recovery.

ARTICLE VI

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (AMBAC) (CLASS 2)

6.1 Treatment of HTA 68 Bond Claims (Ambac): Subject to the terms and 

provisions of Section 26.4 hereof, on the HTA Effective Date, each holder of an Allowed HTA 

68 Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction, release, 

and exchange of such holder’s Allowed HTA 68 Bond Claim (Ambac), such holder’s Pro Rata 

Share of the HTA 68 Bond Recovery. 

ARTICLE VII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (ASSURED) (CLASS 3)

7.1 Treatment of HTA 68 Bond Claims (Assured): Subject to the terms and 

provisions of Section 26.1 hereof, on the HTA Effective Date, each holder of an Allowed HTA 

68 Bond Claim (Assured) shall be entitled to receive, in full consideration, satisfaction, release, 

and exchange of such holder’s Allowed HTA 68 Bond Claim (Assured), such holder’s Pro Rata

Share of the HTA 68 Bond Recovery. 

ARTICLE VIII

PROVISIONS FOR TREATMENT OF HTA

68 BOND CLAIMS (NATIONAL) (CLASS 4)

8.1 Treatment of HTA 68 Bond Claims (National): Subject to the terms and 

provisions of Section 26.2 hereof, on the HTA Effective Date, each holder of an Allowed HTA 

68 Bond Claim (National) shall be entitled to receive, in full consideration, satisfaction, release, 

and exchange of such holder’s Allowed HTA 68 Bond Claim (National), such holder’s Pro Rata 

Share of the HTA 68 Bond Recovery.

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ARTICLE IX

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (CLASS 5)

9.1 Treatment of HTA 98 Senior Bond Claims: On the HTA Effective Date, each 

holder of an Allowed HTA 98 Senior Bond Claims shall be entitled to receive, in full 

consideration, satisfaction, release, and exchange of such holder’s Allowed HTA 98 Senior Bond 

Claim, such holder’s Pro Rata Share of HTA 98 Bond Recovery. 

ARTICLE X

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (AMBAC) (CLASS 6)

10.1 Treatment of HTA 98 Senior Bond Claims (Ambac): Subject to the terms and 

provisions of Section 26.4 hereof, on the HTA Effective Date, each holder of an Allowed HTA 

98 Senior Bond Claim (Ambac) shall be entitled to receive, in full consideration, satisfaction, 

release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim (Ambac), such 

holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery. 

ARTICLE XI

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (ASSURED) (CLASS 7)

11.1 Treatment of HTA 98 Senior Bond Claims (Assured): Subject to the terms 

and provisions of Section 26.1 hereof, on the HTA Effective Date, each holder of an Allowed 

HTA 98 Senior Bond Claim (Assured) shall be entitled to receive, in full consideration, 

satisfaction, release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim 

(Assured), such holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery. 

ARTICLE XII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (FGIC) (CLASS 8)

12.1 Treatment of HTA 98 Senior Bond Claims (FGIC): Subject to the terms and 

provision of Section 26.3 hereof, on the HTA Effective Date, each holder of an Allowed HTA 98 

Senior Bond Claim (FGIC) shall be entitled to receive, in full consideration satisfaction, release, 

and exchange of such holder’s Allowed HTA 98 Senior Bond Claim (FGIC), such holder’s Pro 

Rata Share of the HTA 98 Senior Bond Recovery. 

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ARTICLE XIII

PROVISIONS FOR TREATMENT OF HTA

98 SENIOR BOND CLAIMS (NATIONAL) (CLASS 9)

13.1 Treatment of HTA 98 Senior Bond Claims (National): Subject to the terms 

and provisions of Section 26.2 hereof, on the HTA Effective Date, each holder of an Allowed 

HTA 98 Senior Bond Claim (National) shall be entitled to receive, in full consideration, 

satisfaction, release, and exchange of such holder’s Allowed HTA 98 Senior Bond Claim

(National), such holder’s Pro Rata Share of the HTA 98 Senior Bond Recovery. 

ARTICLE XIV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (CLASS 10)

14.1 Treatment of HTA 98 Sub Bond Claims: On the HTA Effective Date, each 

holder of an Allowed HTA 98 Sub Bond Claim shall be entitled to receive, in full consideration, 

satisfaction, release and exchange of such holder’s Allowed HTA 98 Sub Bond Claim, such 

holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery. 

ARTICLE XV

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (ASSURED) (CLASS 11)

15.1 Treatment of HTA 98 Sub Bond Claims (Assured): Subject to the terms and 

provisions of the Commonwealth Plan and of Section 26.1 hereof, on the HTA Effective Date, 

each holder of an Allowed HTA 98 Sub Bond Claim (Assured) shall be entitled to receive, in full 

consideration, satisfaction, release, and exchange of such holder’s Allowed HTA 98 Sub Bond 

Claim (Assured), such holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery.

ARTICLE XVI

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (FGIC) (CLASS 12)

16.1 Treatment of HTA 98 Sub Bond Claims (FGIC): Subject to the terms and 

provisions of Section 26.3 hereof, on the HTA Effective Date, each holder of an Allowed HTA 

98 Sub Bond Claim (FGIC) shall be entitled to receive, in full consideration, satisfaction, release, 

and exchange of such holder’s Allowed HTA 98 Sub Bond Claim (FGIC), such holder’s Pro 

Rata Share of the HTA 98 Sub Bond Recovery.

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ARTICLE XVII

PROVISIONS FOR TREATMENT OF HTA

98 SUB BOND CLAIMS (NATIONAL) (CLASS 13)

17.1 Treatment of HTA 98 Sub Bond Claims (National): Subject to the terms and 

provisions of the Commonwealth Plan and of Section 26.2 hereof, on the HTA Effective Date, 

each holder of an Allowed HTA 98 Sub Bond Claim (National) shall (a) be entitled to receive, in 

full consideration, satisfaction, release, and exchange of such holder’s Allowed HTA 98 Sub 

Bond Claim (National), such holder’s Pro Rata Share of the HTA 98 Sub Bond Recovery, and 

(b) release any interest in or Lien upon the SIB Account. 

ARTICLE XVIII

PROVISIONS FOR TREATMENT OF HTA

MOSCOSO BOND CLAIMS (CLASS 14)

18.1 Treatment of HTA Moscoso Bond Claims: On the HTA Effective Date, 

Allowed HTA Moscoso Bond Claims shall be deemed unimpaired, including, without limitation, 

the curing of all monetary defaults, if any, with respect thereto and, on the HTA Effective Date, 

each holder of an Allowed HTA Moscoso Bond Claim, in full consideration, satisfaction, 

release, and exchange of such Allowed HTA Moscoso Bond Claim, shall be entitled to receive 

payments of principal and interest in accordance with the terms and conditions of the HTA 

Moscoso Bonds. 

ARTICLE XIX

PROVISIONS FOR TREATMENT EMINENT

DOMAIN/INVERSE CONDEMNATION CLAIMS (CLASS 15)

19.1 Treatment of Eminent Domain/Inverse Condemnation Claims: From and 

after the HTA Effective Date, (a) to the extent not modified prior thereto, the automatic stay 

extant pursuant to section 362 of the Bankruptcy Code and the discharge injunction pursuant to 

Section 41.3 hereof shall be deemed modified in order to permit the holder of an Eminent 

Domain/Inverse Condemnation Claim to (i) liquidate such Eminent Domain/Inverse 

Condemnation Claim in such holder’s Eminent Domain Proceeding and (ii) cause the Clerk of 

the Court of First Instance to distribute to such holder the amount of monies on deposit with the 

Court of First Instance with respect to the condemned property, and (b) subject to the entry of the 

HTA Confirmation Order or the Findings of Fact and Conclusions of Law in respect of the HTA 

Plan providing such claims must be paid in full to the extent they are Allowed Claims for just 

compensation, upon each such order becoming a Final Order, and upon the occurrence of another 

Final Order determining the validity and amount of just compensation attributable to an Eminent 

Domain/Inverse Condemnation Claim, the holder of an Allowed Eminent Domain/Inverse 

Condemnation Claim shall be entitled to receive, in full consideration, satisfaction, release, and 

exchange of such holder’s unpaid balance of its Allowed Eminent Domain/Inverse 

Condemnation Claim, in Cash, one hundred percent (100%) of such unpaid balance; provided, 

however, that, in the event that the Oversight Board’s appeal of the Commonwealth 

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Confirmation Order and the Findings of Fact and Conclusions of Law entered with respect 

thereto relating to the non-dischargeability of Eminent Domain/Inverse Condemnation Claims 

against the Commonwealth is successful and such Commonwealth Confirmation Order is 

reversed to such extent, and upon application of such ruling to the HTA Title III Case, the holder 

of such unpaid balance of an Allowed Eminent Domain/Inverse Condemnation Claims shall be 

entitled to receive, in full consideration, satisfaction, release and exchange therefor, payments 

from HTA equal to, and on the same timeframe as, the payments to be made to holders of 

Allowed HTA General Unsecured Claims pursuant to the terms and provisions of Sections 20.1, 

20.2 and 20.3 hereof.

ARTICLE XX

PROVISIONS FOR TREATMENT OF HTA

GENERAL UNSECURED CLAIMS (CLASS 16)

20.1 Treatment of HTA General Unsecured Claims:

(a) Treatment of HTA General Unsecured Claims. Subject to the election set 

forth in Section 20.1(b) hereof, on the HTA Effective Date, each holder of an Allowed HTA 

General Unsecured Claim shall be entitled to receive, in full consideration, satisfaction, release, 

and exchange of such holder’s Allowed HTA General Unsecured Claim, such holder’s Pro Rata 

Share of the HTA GUC Recovery up to the GUC Recovery Cap. 

(b) Election to be Treated as a Convenience Claim. Notwithstanding the 

provisions of Section 20.1(a) of the HTA Plan, any holder of (i) an Allowed HTA General 

Unsecured Claim, other than a HTA General Unsecured Claim that is a component of a larger 

General Unsecured Claim, portions of which may be held by such or any other holder of an 

Allowed Claim, whose Allowed HTA General Unsecured Claim is more than Twenty Thousand 

Dollars ($20,000.00), and who elects to reduce the amount of such Allowed HTA General 

Unsecured Claim to Twenty Thousand Dollars ($20,000.00) and (ii) multiple Allowed HTA 

General Unsecured Claims that are greater than Forty Thousand Dollars ($40,000.00) in the 

aggregate, and who elects to reduce the aggregate amount of such Allowed HTA General 

Unsecured Claims to Forty Thousand Dollars ($40.000.00) shall, at such holder’s option, be 

entitled to receive, based on such Allowed HTA General Unsecured Claim as so reduced, 

distributions pursuant to Section 23.1 hereof. Such election must be made on the Ballot and be 

received by the Oversight Board on or prior to the Ballot Date. Any election made after the 

Ballot Date shall not be binding upon HTA unless the Ballot Date is expressly waived, in 

writing, by the Oversight Board; provided, however, that, under no circumstances may such 

waiver by the Oversight Board occur on or after the HTA Effective Date.

20.2 Limitation on Recovery: Notwithstanding anything contained herein to the 

contrary, in the event that distributions with respect to Allowed HTA General Unsecured Claims 

from the HTA GUC Recovery equal the GUC Recovery Cap, without consideration of any net 

recoveries by the Avoidance Actions Trust with respect to the Avoidance Actions, any funds 

remaining in the GUC Reserve following attainment of the GUC Recovery Cap and distributions 

made or reserved on account thereof shall be turned over to HTA for general purposes. 

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20.3 GUC Reserve: The GUC Reserve shall be funded as follows: (a) Twenty-Four

Million Dollars ($24,000,000.00) on the HTA Effective Date; and (b) Twenty-Four Million

Dollars ($24,000,000.00) on the first (1st) anniversary of the HTA Effective Date; provided, 

however, that amounts necessary to satisfy Allowed Convenience Claims shall be deemed to 

satisfy a portion of the amount to be deposited into the GUC Reserve and be funded directly to 

the Disbursing Agent and not into the GUC Reserve; and, provided, further, that, in accordance 

with the provisions of Section 20.2 hereof, in the event recoveries on account of Allowed HTA 

General Unclaimed Claims from the HTA GUC Recovery equal the GUC Recovery Cap, (y) any 

funds (other than any recoveries by the Avoidance Actions Trust with respect to the Avoidance 

Actions) remaining in the GUC Reserve following attainment of the GUC Recovery Cap and 

distributions made or reserved on account thereof shall be turned over to HTA for general 

purposes, or (z) to the extent such GUC Recovery Cap is reached prior to a future funding 

obligation, HTA shall be relieved of such future funding obligation. 

ARTICLE XXI

PROVISIONS FOR TREATMENT OF

HTA/GDB CLAIMS (CLASS 17)

21.1 Treatment of HTA/GDB Claims: Pursuant to the terms and provisions of the 

DRA Stipulation, Allowed HTA/GDB Claims shall not receive a distribution pursuant to the 

HTA Plan and each holder of an Allowed HTA/GDB Claim shall be deemed to have accepted

the HTA Plan.

ARTICLE XXII

PROVISIONS FOR TREATMENT OF

SECTION 510(b) SUBORDINATED CLAIMS (CLASS 18)

22.1 Treatment of Section 510(b) Subordinated Claims: Section 510(b) 

Subordinated Claims shall not receive a distribution pursuant to the HTA Plan and each holder of 

an Allowed Section 510(b) Subordinated Claim shall be deemed to have rejected the HTA Plan 

with respect to such Section 510(b) Subordinated Claims. 

ARTICLE XXIII

PROVISIONS FOR TREATMENT OF

CONVENIENCE CLAIMS (CLASS 19)

23.1 Treatment of Convenience Claims: On the later of the HTA Effective Date and 

the date such Allowed Convenience Claim becomes an Allowed Claim, or as soon thereafter as 

is practicable, the Disbursing Agent shall pay to each holder of an Allowed Convenience Claim, 

in Cash, the full amount of such Allowed Convenience Claim, in full satisfaction, settlement, 

release, and discharge of, and in exchange for such Allowed Convenience Claim.

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ARTICLE XXIV

PROVISIONS FOR TREATMENT

OF FEDERAL CLAIMS (CLASS 20)

24.1 Treatment of Federal Claims: On the later to occur of (a) the HTA Effective 

Date and (b) the date on which a Federal Claim shall become an Allowed Claim, Reorganized 

HTA shall (i) in its sole and absolute discretion, and in full consideration, satisfaction, release 

and exchange of an Allowed Federal Claim, (1) pay to each holder of an Allowed Federal Claim, 

in Cash, the full amount of such Allowed Federal Claim, (2) satisfy and discharge such Allowed 

Federal Claim in accordance with the terms and conditions of such documents evidencing such 

Allowed Federal Claims, or (3) pay to each holder of an Allowed Federal Claim, in Cash, the full 

amount of such Allowed Federal Claim in forty (40) equal amount installments, with such 

payments commencing on the third (3rd) anniversary of the HTA Effective Date and continuing 

on each anniversary thereafter, or (ii) satisfy and discharge such allowed Federal Claims on such 

terms as Reorganized HTA and the holder of any such Allowed Federal Claim shall agree. 

ARTICLE XXV

PROVISIONS REGARDING SECURED OBLIGATIONS

AND ADDITIONAL INDEBTEDNESS

25.1 Issuance and Distribution of the New HTA Bonds: On the HTA Effective 

Date, Reorganized HTA shall issue the Secured Obligations, in minimum denominations of One 

Dollar ($1.00) and increments of One Dollar ($1.00) thereafter, consisting of New HTA CIBs, 

New HTA CABs, New HTA Convertible CABs, and Subordinated Indebtedness, as more 

particularly described herein and in the New HTA Bonds Indenture. The maturities, interest 

rates and amortization schedules for the Secured Obligations are annexed hereto as Exhibits “D”

and “E”. All debt service on the Secured Obligations which is not paid when due, whether at or 

prior to final scheduled maturity, shall remain due and outstanding until paid in full and shall be 

paid. Interest shall accrue on such overdue debt service at the regular coupon rate (accretion rate 

for CABs), compounding semiannually, until the applicable Secured Obligations are paid or 

satisfied in full in accordance with their terms. Interest on the Secured Obligations shall be 

calculated on a 30/360 basis. To the extent the Government Parties, each acting in its sole and 

absolute discretion, determine to apply for ratings on the New HTA Bonds, the Government 

Parties shall use their commercially reasonable best efforts to obtain ratings on the New HTA

Bonds, including promptly responding in good faith to documentary or other requests, as soon as 

reasonably practicable as determined solely by the Government Parties. After the Government 

Parties determine which rating agencies to apply for ratings from, the Government Parties shall 

use their commercially reasonable best efforts to obtain the best possible ratings. 

Notwithstanding anything contained in the HTA Plan to the contrary, to the extent that taxable 

New HTA Bonds are issued, such New HTA Bonds shall be distributed pro rata to recipients of 

New HTA Bonds.

(a) New HTA CIBs: Subject to any adjustments provided for herein, the 

New HTA CIBs shall have the original principal amount, coupon, maturity date and taxable 

status as follows: Six Hundred Million Dollars ($600,000,000.00), five percent (5.0%), July 1, 

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2062, and tax exempt. New HTA CIBs shall not carry any default rate of interest; provided, 

however, that interest shall continue to accrete on all overdue debt service, at the regular 

accretion rate, compounding semi-annually, until paid or satisfied in full in accordance with their 

terms. 

(b) New HTA CABs: Subject to any adjustments provided for herein, the 

New HTA CABs shall have the original principal amount, accretion yield, maturity date and 

taxable status as follows: Two Hundred Thirty-Seven Million Nine Hundred Fifty-Five 

Thousand Eight Hundred Sixty-Eight Dollars and Thirteen Cents ($237,955,868.13), five percent 

(5.0%), July 1, 2032, and tax-exempt. New HTA CABs shall not carry any default rate of 

interest; provided, however, that the interest shall continue to accrete on all overdue debt service, 

at the regular accretion rate, compounding semi-annually, until paid or satisfied in full in 

accordance with their terms. 

(c) New HTA Convertible CABs: Subject to any adjustments provided for 

herein, the New HTA Convertible CABs shall have the original principal amount, accretion 

yield, maturity date and taxable status as follows: Four Hundred Seven Million Forty-Four 

Thousand Five Hundred Ninety-Seven Dollars and Fifty-Seven Cents ($407,044,597.57), five 

percent (5.0%), July 1, 2053, a Conversion Date of July 1, 2032, and tax-exempt. New HTA 

Convertible CABs shall not carry any default rate of interest; provided, however, that the interest 

shall continue to accrete on all overdue debt service, at the regular accretion rate, compounding 

semi-annually, until paid or satisfied in full in accordance with their terms. 

(d) Subordinated Indebtedness: Subject to any adjustments provided 

herein, the Subordinated Indebtedness shall have the original principal amount, coupon and 

maturity date as follows: the outstanding principal amount of the Commonwealth Loan as of the 

HTA Effective Date, plus all accrued and unpaid interest on the Commonwealth Loan as of the 

HTA Effective Date, two and one-half percent (2.5%), and July 1, 2052.

(e) Deemed Issuance Date: Notwithstanding the timing of the HTA 

Effective Date, interest on the New HTA Bonds shall commence to accrue or accrete, as 

applicable on the earlier to occur of (i) July 1, 2022, and (ii) the HTA Effective Date, which date 

shall be designated as the “dated date” of the New HTA Bonds.

(f) Call Provisions/Optional Redemption: The New HTA Bonds shall be 

callable, in whole or in part, in any order of maturity, at par plus accrued interest thereon, upon 

thirty (30) day’s prior written notice as follows:

New HTA CIBs:

2062 CIBS: Callable at par on and after 7/1/32

New HTA CABs:

2032 CABS: Non-Callable 

New HTA Convertible CABs:

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2053 CCABS: Callable at par on and after 1/1/33 

(g) Extraordinary Call Provisions: Notwithstanding the terms and 

provisions of Section 25.1(d) hereof, from and after the HTA Effective Date and until the New 

HTA Bonds have been satisfied in full in accordance with their terms, (i) upon a full disposition 

of the Toll Facilities, the New HTA Bonds Trustee shall redeem the New HTA Bonds, at par, 

plus accrued or accreted interest thereon, and (ii) upon a Partial Disposition, the New HTA 

Bonds Trustee shall redeem, at par, plus accrued or accredited interest thereon, the allocable 

portion of New HTA Bonds related to the Toll Facilities subject to such Partial Disposition; 

provided, however, that, in the event that such redemption is for only a portion of the New HTA 

Bonds, such redemption shall be done in a manner to preserve the prevailing tax-exempt status of 

the New HTA Bonds. Reorganized HTA will not enter into a Partial Disposition unless there is 

delivered to the New HTA Bonds Trustee a certificate of Reorganized HTA, and approved by the 

traffic consultant, a certificate setting forth (i) the amount of Net Receipts, as defined in the New 

HTA Bonds Indenture, that would have been collected in the most recently completed FY had 

such Partial Disposition occurred prior to the first day of such FY, (ii) maximum annual debt 

service on the Secured Obligations that will remain outstanding after such agreement becomes

effective in accordance with its terms, and (iii) the percentages derived by derived by dividing 

the amount in clause (i) above by the amounts shown in clause (ii) above, which percentage shall 

not be less than one hundred twenty percent (120%).

(h) Pledge of Trust Estate: From and after the HTA Effective Date, until the 

Secured Obligations have been paid or satisfied in full in accordance with their terms, the New 

HTA Bonds Trustee, on behalf of the holders of Secured Obligations, shall have a valid and 

perfected first-priority lien on and first-priority security interest in the Trust Estate, subject only 

to (i) the terms and provisions of the New HTA Bonds Indenture establishing the Authority 

Expense Fund and the Arbitrage Rebate Fund, and (ii) the senior lien and senior security interest 

granted in the Trust Estate for the benefit of holders of New HTA Bonds, which shall in all 

respects be senior and superior to the subordinate lien and subordinate security interest granted in 

Trust Estate for the benefit of holders of Subordinated Indebtedness. 

(i) Monthly Deposits of Toll Receipts: On the first (1st) Business Day of 

each calendar month, the New HTA Bonds Trustee shall withdraw the Toll Receipts from the 

Toll Receipts Fund and transfer and apply such amounts in accordance with the terms and 

provisions of the New HTA Bonds Indenture. Without in any way limiting the foregoing, on the 

HTA Effective Date, Reorganized HTA shall deposit into the Toll Receipt Fund such additional 

amounts as may be necessary to account for the New HTA Bonds being issued as of the Deemed 

Issuance Date. 

(j) Additional Covenants for New HTA Bonds: On the HTA Effective 

Date, the New HTA Bonds Indenture will contain customary terms, conditions and covenants for 

similarly structured and supported bonds, and such conditions and covenants shall be deemed 

incorporated herein as though set forth in full. 

(k) Rights of Acceleration: The New HTA Bonds shall not have rights of 

acceleration. 

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(l) Non-Impairment Covenant: Pursuant to the New HTA Bonds 

Indenture, and/or the HTA Confirmation Order, Reorganized HTA shall covenant, pledge to, and 

agree, for the benefit of all initial and subsequent holders of New HTA Bonds, (i) to enforce the 

covenant of the Commonwealth set forth in § 2019 of the HTA Enabling Act that the 

Commonwealth will not limit or restrict the rights or power vested in HTA or Reorganized HTA, 

as the case may be, under the HTA Enabling Act until all New HTA Bonds, together with all

interest thereon, are fully met and discharged and (ii) to take no action that would (A) impair the 

first-priority lien on and first-priority security interest in the Trust Estate, (B) impair the senior 

lien and senior security interest on the Trust Estate granted to the holders of New HTA Bonds, 

which shall in all respects be senior and superior to the subordinate lien and subordinate security 

interest on the Trust Estate granted to the holders of outstanding Subordinated Indebtedness, (C) 

impair or prevent the monthly deposits of Toll Receipts as set forth in subsection (i) of this 

Section 25.1, (D) limit or alter the rights vested in Reorganized HTA in accordance with the 

HTA Plan and the HTA Confirmation Order to fulfill the terms of any agreements with the 

holders of the New HTA Bonds or, (E) impair the rights and remedies of the New HTA Bonds 

Trustee or holders of the New HTA Bonds under the New HTA Bonds Indenture, including, 

without limitation, the defaults and remedies thereunder. 

(m) Automatic Perfection of Lien on Trust Estate: The first-priority lien on 

the Trust Estate established pursuant to the New HTA Bonds Indenture shall be deemed 

automatically perfected as of the HTA Effective Date. 

(n) Direct Right of Action: Pursuant to the New HTA Bonds Indenture, and 

subject to such additional rights as provided therein, the New HTA Bonds Trustee shall have a 

direct right of action to enforce the terms of the New HTA Bonds Indenture, including, without 

limitation, with respect to funding deposits made in accordance therewith and seeking specific 

performance and other available remedies for any breach of covenants in the New HTA Bonds 

Indenture.

(o) HTA Fiscal Plans: HTA Fiscal Plans certified on or after the HTA 

Effective Date shall provide for the measures necessary to service the obligations contemplated 

pursuant to this HTA Plan, the New HTA Bonds, and the New HTA Bonds Indenture. 

(p) Stamp or Legend: The New HTA Bonds shall bear a stamp or similar 

legend stating that the United States District Court for the District of Puerto Rico has determined 

that such New HTA Bonds are valid, legally binding and enforceable pursuant to the HTA 

Confirmation Order. 

(q) Retention of Jurisdiction: The Title III Court shall retain jurisdiction to 

enforce the HTA Plan, the New HTA Bonds, and the New HTA Bonds Indenture, including, 

without limitation, the Toll Rate Covenant, or, in the event the Title III Court declines such 

retention of jurisdiction or the HTA Title III Case has been closed in accordance with the terms 

and provisions of PROMESA, the United States District Court for the District of Puerto Rico is 

hereby designated to enforce this HTA Plan, the New HTA Bonds and the New HTA Bonds 

Indenture, including, without limitation, the Toll Rate Covenant. 

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(r) Governing Law: The New HTA Bonds Indenture and the New HTA

Bonds issued thereunder shall be governed by the laws of the State of New York, without giving 

effect to principles of conflicts of law; provided, however, that, notwithstanding the application 

of the laws of the State of New York to govern the New HTA Bonds Indenture and the New 

HTA Bonds, the authorization regarding the issuance of the New HTA Bonds is provided by the 

laws of the Commonwealth.

25.2 Tax-Exempt Treatment of the New HTA Bonds: In the event that the 

Government Parties obtain a determination from the IRS or an opinion from Section 103 Bond 

Counsel (collectively, a “Determination”) that all of the New HTA Bonds to be issued on the 

HTA Effective Date are tax-exempt, the holders of any Claims receiving New HTA Bonds 

pursuant to the HTA Plan shall receive the benefit of such Determination in the form of taxexempt New HTA Bonds issued pursuant to the HTA Plan with coupons for all maturities equal 

to the coupons on the tax-exempt New HTA Bonds set forth on Exhibit “D” hereto; provided, 

however, that, in the event that the Determination is obtained subsequent to the HTA Effective

Date, then the holders of the taxable New HTA Bonds affected by such Determination (the 

“Invited Bonds”) shall be invited to exchange such bonds for converted bonds (the “Exchange 

Offer”) and, subject to the application of all reasonable expenses incurred by the Government 

Parties in connection with such Exchange Offer, the interest rate on the converted bonds shall be 

the same as the interest on Invited Bonds of the same type, interest rate, series and maturity; and,

provided, further, that, such converted bonds shall be accompanied by the favorable opinion of 

Section 103 Bond Counsel that the interest, other than pre-issuance accrued interest, on such 

converted bonds, and on the Invited Bonds exchanged for such converted bonds from the 

original date of delivery of such Invited Bonds so exchanged, is, in such counsel’s opinion, 

excluded from gross income for federal income tax purposes and from U.S., state, 

Commonwealth and local income taxation; and, provided, further, that, in the event that neither 

of the foregoing determinations are obtained, the covenants to seek such determinations shall 

terminate upon the earlier to occur of (1) June 15, 2022, (2) notification by the IRS to the 

Commonwealth that IRS is unable to issue a favorable private letter ruling, closing agreement or 

other type of IRS determination with respect to the matters addressed by this subsection, and (3) 

the amendment of the New HTA Bonds Indenture following receipt of a favorable determination 

and consummation of an Exchange Offer.

25.3 Adoption and Maintenance of a Debt Management Policy: During the Debt

Policy Period, Reorganized HTA shall maintain and comply with a Debt Management Policy 

designed to ensure that certain past Debt issuance practices of HTA are not repeated. While

Reorganized HTA may revise and update its Debt Management Policy to reflect changing bond 

market conditions and standards, the Debt Management Policy shall, unless otherwise approved, 

in writing, by the Oversight Board, at all times include the following principles and limitations: 

(a) Long-Term Borrowing for Capital Improvements Only: To ensure 

Reorganized HTA achieves and maintains a structurally balanced budget consistent with 

PROMESA’s requirement that Puerto Rico return to fiscal responsibility, Debt issued by HTA 

after the HTA Effective Date may only be incurred to finance Capital Improvements, as

determined by HTA and approved by AAFAF, and, to the extent not terminated, the Oversight 

Board, or to refinance Debt in accordance with the terms and provisions of Section 25.3(d) 

hereof. Proceeds derived from any such issuance may be used to cover any and all direct and 

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indirect expenses that, in HTA’s reasonable discretion, are necessary to carry out such Capital 

Improvements, including, without limitation, any and all expenses incurred in connection with 

the issuance itself.

(b) 30-Year Maturity Limitation on All Borrowings: No Debt issued by 

HTA after the HTA Effective Date may have a legal final maturity later than thirty (30) years 

from the date of its original issuance, and no such Debt may be refinanced by any Debt 

extending such legal final maturity date beyond such original thirty (30)-year maturity date 

limitation; provided, however, that, the foregoing shall not apply to Debt issued to refinance

New HTA Bonds. 

(c) Required Principal Amortization: No Debt issued from and after the 

HTA Effective Date may be issued unless its principal commences to amortize within two (2) 

years from the placed-in-service date of the project being financed, and continues amortizing in 

each and every year until such Debt is no longer outstanding.

(d) Refinancings Permitted only for Cash Flow Savings in Every Fiscal

Year: Refinancings of Debt are permitted only if (i) there is no increase in the amount of bond 

principal and interest payable in any fiscal year and (ii) such refinancing produces positive 

present value savings, after taking into consideration transaction expenses, at the levels specified 

by Reorganized HTA in its Debt Management Policy; provided, however, that, refinancings 

without cash flow savings in every FY are permitted if the refinancing is completed in direct 

response to a hurricane, earthquake, pandemic, terrorism or other natural disaster and similar 

emergencies and the debt service due in any future FY does not increase by more than ten 

percent (10%) and the financing is required by its terms to be repaid in full within ten (10) years.

(e) Fiscal Plan Debt Service: Any post-HTA Effective Date HTA Fiscal Plan 

shall include provisions for the payment, in each FY of principal and interest (and/or accreted 

value, as applicable) with respect to the Secured Obligations, including, without limitation, 

sinking fund payments due in such FY. 

Notwithstanding the foregoing, nothing contained herein shall prohibit Reorganized HTA from 

adopting, maintaining and complying with a Debt Management Policy that is more restrictive 

than the requirements set forth above. The Debt Management Policy shall be in addition to any 

other limitations imposed by law and nothing contained herein shall be construed as superseding, 

amending, or repealing any additional restrictions imposed by the Commonwealth Constitution.

ARTICLE XXVI

PROVISIONS REGARDING ASSURED INSURED BONDS, NATIONAL

INSURED BONDS, AMBAC INSURED BONDS AND FGIC INSURED BONDS

26.1 Treatment of Assured Insured Bond Claims: In the event that Classes 3, 7, and 

11 vote to accept the HTA Plan in accordance with the provisions of section 1126 of the 

Bankruptcy Code, and all Assured Insurance Policies and related agreements relating to Assured 

Insured Bonds are in full force or effect, or have otherwise been fully performed by Assured, 

with no outstanding payment defaults by Assured with respect to such Assured Insured Bonds up 

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to and including the HTA Effective Date, then, notwithstanding any other provision of the HTA 

Plan, holders of Assured Insured Bond Claims shall receive the following treatments, which 

treatments shall be selected by Assured, in its sole and absolute discretion, prior to the 

commencement of the Disclosure Statement Hearing and as set forth in the Assured Election 

Notice or the Assured Bondholder Elections Form, as applicable:

(a) Assured Election: With respect to the Assured Insured Bonds identified 

on Exhibit “A” to the Assured Election Notice, subject to the rights of the HTA Fiscal Agent, 

Assured shall receive the Assured Plan Consideration allocable to holders of such Assured 

Insured Bonds, and such Assured Insured Bonds selected by Assured shall be paid by Assured, 

in full, on the HTA Effective Date, at an Assured Acceleration Price equal to the outstanding 

principal amount of such Assured Insured Bonds, plus the accrued and unpaid interest thereon 

(or, in the case of any capital appreciation bonds, the compounded amount thereof) as of the date

of payment in accordance with the Assured Insurance Policies insuring the relevant Assured 

Insured Bonds; provided, however, that, for the avoidance of doubt, Assured shall not be 

required to pay itself any Assured Acceleration Price with respect to any Assured Insured Bonds 

owned by Assured, by subrogation or otherwise, and Assured shall receive the Assured Plan 

Consideration on account of such Assured Insured Bonds owned by Assured. Payment of the 

applicable Assured Acceleration Price with respect to any Assured Insured Bond, including in

accordance with the Assured Election, shall satisfy and discharge all of Assured’s obligations 

under the Assured Insurance Policies with respect to such Assured Insured Bond.

(b) Assured Insured Bondholder Elections: Each beneficial holder of an 

Assured Insured Bond identified on Exhibit “A” to the Assured Bondholder Elections Form may 

elect one of the following two Assured Bondholder Elections, in each case on terms acceptable 

to Assured; provided, however, that, in the event that an Assured Insured Bondholder eligible to 

make an Assured Bondholder Election fails to make such an Assured Bondholder Election, such 

Assured Insured Bondholder shall be deemed to have elected Assured Bondholder Election 2; 

and, provided, further, that, for the avoidance of doubt, Assured Insured Bonds owned by 

Assured (by subrogation or otherwise) shall not be subject to the Assured Bondholder Elections 

set forth in this Section 26.1(b), and Assured shall receive the Assured Plan Consideration on 

account of such Assured Insured Bonds:

(i) Assured Bondholder Election 1: Each Assured Insured 

Bondholder who elects Assured Bondholder Election 1 shall receive from Assured the applicable 

Assured Acceleration Price on the HTA Effective Date, in full satisfaction and discharge of 

Assured’s obligations with respect to such holder under the applicable Assured Insurance 

Policies, and Assured shall receive the Assured Plan Consideration allocable to such holder 

under the HTA Plan; or 

(ii) Assured Bondholder Election 2: Each Assured Insured 

Bondholder who elects Assured Bondholder Election 2 will opt into a custodial trust, escrow 

arrangement, or similar structure established by Assured that will provide such Assured Insured 

Bondholder with an interest in (A) the applicable Assured Insurance Policy and (B) the 

applicable Assured Plan Consideration in accordance with terms acceptable to Assured. The 

interests granted in a custodial trust, escrow arrangement, or similar structure established in 

connection with Assured Bondholder Election 2 must be DTC eligible. 

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Pursuant to the terms and provisions of Section 26.1(c) hereof, the payment of the principal of 

the Assured Insured Bonds shall be accelerated from and after the HTA Effective Date, and such 

Assured Insured Bonds shall be due and payable from and after the HTA Effective Date at the 

Assured Acceleration Price of one hundred percent (100%) of the principal amount thereof, plus 

accrued interest thereon (or, in the case of any capital appreciation bonds, the compounded 

amount thereof) to the date of payment. Without limiting the foregoing, pursuant to the 

applicable Assured Insurance Policies, (A) Assured may elect, in its sole and absolute discretion, 

to make any principal payment, in whole or in part, on any date on which such principal payment 

is due by reason of acceleration or other advancement of maturity, and (B) in the case of any 

Assured Insured Bonds the holders of which have elected (or are deemed to have elected) 

Assured Bondholder Election 2, Assured will retain the right to pay the Assured Acceleration 

Price and fully satisfy its obligations with respect to such bonds and the applicable Assured 

Insurance Policies at any time after the HTA Effective Date upon thirty (30) days’ prior written 

notice to the relevant holders. Assured’s retention of this right will be reflected in the applicable 

custodial trust or escrow documentation. From and after payment of the Assured Acceleration 

Price, including without limitation, on (i) the HTA Effective Date or (ii) such other date of 

payment selected by Assured, with thirty (30) days’ prior written notice, interest on such Assured 

Insured Bonds shall cease to accrue and be payable. Payment of the applicable Assured 

Acceleration Price with respect to any Assured Insured Bond in accordance with any of the 

provisions above, including, without limitation, on the HTA Effective Date, shall satisfy and 

discharge all of Assured’s obligations under the Assured Insurance Policies with respect to such 

Assured Insured Bond; provided, however, that, notwithstanding anything contained in the HTA 

Plan, the HTA Confirmation Order, the Standard Terms of the Assured Trusts, and the trust 

agreements of the Assured Trusts to the contrary, with respect to any Franklin Nuveen Trust, 

upon (i) the issuance of a notice of Assured’s exercise of, or intent to exercise, any Assured 

Advancement Option, or (ii) the issuance of, or issuance of a notice of an intent to cause the 

issuance of, a Sale Notice (as defined in the Standard Terms of the Assured Trusts) that could 

cause a Cash Distribution (as defined in the Standard Terms of the Assured Trusts) or 

distribution of the Subject Bonds (as defined in the Standard Terms of the Assured Trusts) that 

would, by operation of the Standard Terms of the Assured Trusts or the trust agreements of the 

Assured Trusts, otherwise reduce the outstanding principal amount of the applicable Assured 

Insured Bond prior to the Original Scheduled Principal Payment Date (as defined in the Standard 

Terms of the Assured Trusts) with respect thereto , then, in each such case, any Franklin Nuveen 

Trust Unit Holder holding a beneficial interest in the Assured Insured Bonds held by such 

Franklin Nuveen Trust shall be permitted to challenge whether payment of the applicable 

Assured Acceleration Price or Cash Distribution with respect to such Assured Insured Bond 

satisfies and discharges all (or any) of Assured’s obligations to such Franklin Nuveen Trust Unit 

Holder in accordance with the applicable Assured Insurance Policy with respect to such Assured 

Insured Bond and all of the Franklin Funds’ and/or Nuveen Funds’ respective rights, arguments 

and defenses (and those of the Franklin Nuveen Trust Unit Holders) with respect to any such 

argument made by such Franklin Nuveen Trust Unit Holders, including, without limitation, 

whether any such payment or distribution would reduce the principal amount outstanding of the 

Assured Insured Bonds, are reserved and preserved, including any arguments as to whether 

Section 26.1(c) of the HTA Plan and decretal paragraph 26(a) of the HTA Confirmation Order 

validly accelerated the Assured Insured Bonds in the Franklin Nuveen Trusts for purposes of the 

Assured Insurance Policy; and, provided, further, that all of Assured’s rights, arguments, and 

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defenses with respect to any such challenge by Franklin Funds and/or Nuveen Funds and/or other 

Franklin Nuveen Trust Unit Holders, other than laches or any similar defenses premised on 

Franklin Funds and/or Nuveen Funds and/or other Franklin Nuveen Trust Unit Holder failing to 

make such challenge prior to the notice described in clauses (i) and (ii) above, shall be reserved 

and preserved, including any arguments as to whether Section 26.1(c) of the HTA Plan and 

decretal paragraph 26(a) of the HTA Confirmation Order validly accelerated the Assured Insured 

Bonds in the Franklin Nuveen Trusts for purposes of the Assured Insurance Policy; and, 

provided, further, that any determination made as a result of assertions made by a Franklin Fund 

and/or Nuveen Fund pursuant to this Section 26.1(b) with respect to a Franklin Nuveen Trust and 

the applicable Assured Insurance Policy shall have no impact on any other Assured Trust or 

Assured Insurance Policy. For the avoidance of doubt, other than the right of Franklin Nuveen 

Trust Unit Holders to bring a challenge of the type described in this paragraph and any rights 

resulting from the success of any such challenge, the rights and treatment of the Franklin Nuveen 

Trust Unit Holders shall be identical to those of the Trust Unit Holders (as defined in the 

Standard Terms of the Assured Trusts) of the corresponding General Trust (as defined in the 

Standard Terms of the Assured Trusts). In order to allow the Franklin Funds and Nuveen Funds 

to retain the right described in the preceding sentence, from and after the entry of the HTA 

Confirmation Order, each Franklin Fund and Nuveen Fund holding Assured Insured Bonds shall 

cooperate with the Debtor, the Disbursing Agent, Assured, and the trustee of the Franklin 

Nuveen Trusts and shall take all steps necessary to permit the trustee to establish the Franklin 

Nuveen Trusts in accordance with the applicable trust agreements, including, without limitation, 

by providing CUSIP-level information regarding the Assured Insured Bonds held by each 

Franklin Fund and Nuveen Fund (including, in the case of any such Assured Insured Bonds held 

in a prepetition custody receipt arrangement, the CUSIPs of the related custody receipts) to the 

Debtor, the Disbursing Agent, Assured, and the trustee of the Franklin Nuveen Trust.

(c) Acceleration of Assured Insured Bonds: Notwithstanding any other 

provision of the HTA Plan, but subject to the proviso set forth in Section 26.1(b)(ii) hereof, to 

the extent that there are no outstanding payment defaults by Assured with respect to Assured 

Insured Bonds up to and including the HTA Effective Date, the payment of the principal of the 

Assured Insured Bonds shall be accelerated from and after the HTA Effective Date, and such 

Assured Insured Bonds shall be due and payable from and after the HTA Effective Date at the 

Assured Acceleration Price of one hundred percent (100%) of the principal amount thereof plus 

accrued interest thereon (or, in the case of any capital appreciation bonds, the compounded 

amount thereof) to the date of payment. 

(d) Assignment of Redemption Rights: Notwithstanding any other 

provision of the HTA Plan, but subject to the proviso set forth in Section 26.1(b)(ii) hereof, on 

the HTA Effective Date, HTA shall be deemed to have assigned to Assured any rights to redeem 

and call the Assured Insured Bonds and any related rights such that such rights may be exercised 

directly and exclusively by Assured as if it were HTA for such purpose, and any amounts due in 

connection with such redemption shall be equal to the lesser of the applicable redemption price 

and the Assured Acceleration Price.

(e) Entitlement to Vote: Subject to the terms and provisions of the 

Disclosure Statement Order, the solicitation of acceptances and rejections to the HTA Plan by 

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holders of Assured Insured Bond Claims shall be made by the Oversight Board to Assured in 

accordance with the provisions of Section 301(c)(3) of PROMESA

(f) Dual-Insured Bonds: In the event any distributions of Cash are made to 

owners of Dual-Insured Bonds (rather than to Assured as the holder of the related HTA 98 

Senior Bond Claims) pursuant to decretal paragraph 52 of the Commonwealth Confirmation 

Order, such Cash distributions shall be deemed to have reduced the principal amounts of such 

Dual-Insured Bonds as of the date of such Cash distributions and to have resulted in a 

corresponding reduction in FGIC’s obligations under the applicable FGIC Insurance Policies and 

Assured’s obligations under the applicable Assured Insurance Policies. In the event any 

distributions of Cash are made on account of Dual-Insured Bonds to Assured as the holder of the 

related HTA 98 Senior Bond Claims pursuant to decretal paragraph 52 of the Commonwealth 

Confirmation Order, such Cash distributions shall be deemed to have reduced the principal 

amounts of such Dual-Insured Bonds as of the date of such Cash distributions and to have 

resulted in a corresponding reduction in FGIC’s obligations under the applicable FGIC Insurance 

Policies, but shall be deemed not to have reduced (i) Assured’s obligations under the applicable 

Assured Insurance Policies or (ii) the principal amount of any custody receipt evidencing a 

beneficial interest in such Dual-Insured Bonds and related Assured Insurance Policies.

26.2 Treatment of National Insured Bond Claims: In the event that Classes 4, 9 and 

13 vote to accept the HTA Plan in accordance with section 1126 of the Bankruptcy Code, and all 

National Insurance Policies and related agreements related to National Insured Bonds are in full 

force and effect, or have otherwise been fully performed by National, with no outstanding 

payment defaults by National with respect to such National Insured Bonds up to and including 

the HTA Effective Date, then, notwithstanding any other provision of the HTA Plan, on the HTA 

Effective Date, holders of Allowed National Insured Bond Claims shall receive the following 

treatments, which treatments shall be selected by National, in its sole and absolute discretion, at 

or prior to the commencement of the Disclosure Statement Hearing and be set forth on the 

National Bondholder Election Form or the National Election Notice, as applicable; provided, 

however, that, for the avoidance of doubt, National Insured Bonds owned or held by National (by 

subrogation or otherwise) shall not be subject to the treatment elections set forth in this Section 

26.2 and, subject to the rights of the HTA Fiscal Agent, National shall receive the National Plan 

Consideration on account of such bonds; and, provided, further, that, subject to providing holders 

of Allowed National Insured Bond Claims with the treatment or elections set forth in this Section 

26.2 and satisfying all such treatment or elections, National shall have all right, title and interest 

in the National HTA Consideration and shall manage the National HTA Consideration in its sole 

and absolute discretion subject to and in accordance with all applicable laws and regulations;

and, provided, further, that any calculations and/or payments to be made to a holder based on, or 

in relation to, such holder’s Allowed National Insured Bond Claim pursuant to the options set

forth in this Section 26.2 will take into account any payments of principal and/or accrued interest 

already made to such holder by National pursuant to the terms of the relevant National Insurance 

Policies, and such holder shall not be compensated for any amounts already paid to such holder 

pursuant to the terms of the relevant National Insurance Policies:

(a) National Commutation Treatment of HTA 68 Bond Claims (National) 

and HTA 98 Senior Bond Claims (National): Each holder of an Allowed HTA 68 Bond Claim 

(National) or Allowed HTA 98 Senior Bond Claim (National) shall have the option to elect on 

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the National Bondholder Election Form to receive, on the HTA Effective Date, the National 

Commutation Consideration, distributable by or at the direction of National, and, if elected, (i) 

the holder thereof shall have no other or further rights under or with respect to the applicable 

National Insurance Policy or any National Trust or National Escrow Account, (ii) the holder 

thereof shall not receive any payments from National under the National Insurance Policies on 

account of accrued and unpaid interest on and after, or, in the case of any capital appreciation 

bonds, the accreted value on and after, the Deemed Issuance Date, and to the extent any accrued 

or accreted interest is paid to such holder by National after such date, such amount shall be 

credited against the Cash such holder, their successors, transferees or assigns are otherwise 

entitled to receive as National Commutation Consideration, and (iii) National shall receive the 

National Plan Consideration distributable on account of the applicable Allowed National Insured 

Bond Claim. The National Insured Bonds of a holder that timely and validly elects to receive the 

National Commutation Treatment or makes an improper election as described in Section 26.2(g) 

hereof, shall be deemed cancelled on the HTA Effective Date, and National’s obligations under 

the applicable National Insurance Policies shall be fully and finally satisfied, released, and 

discharged.

(b) National Non-Commutation Treatment of HTA 68 Bond Claims 

(National) and HTA 98 Senior Bond Claims (National): In the event that a holder of an 

Allowed HTA 68 Bond Claim (National) or Allowed HTA 98 Senior Bond Claim (National) 

timely and validly elects on the National Bondholder Election Form to receive the National NonCommutation Treatment in accordance with the provisions of Sections 26.2(b) and (g) hereof, (i) 

National shall receive the National Plan Consideration distributable on account of the applicable 

Allowed National Insured Bond Claim, and (ii) such holder shall receive one or more of the 

following treatments, at National’s election, which election shall be exercised by National at or 

prior to the commencement of the Disclosure Statement Hearing, and as detailed in the 

applicable National Bondholder Election Form:

(i) Custodial Trusts: Such holder of an Allowed HTA 68 Bond 

Claim (National) or Allowed HTA 98 Senior Bond Claim (National) shall (A) deposit, or be 

deemed to have deposited, among other things, such holder’s Pro Rata Share of the National 

Trust Consideration, the National Insured Bonds allocable to such electing holder, and the 

related National Insurance Policies into the applicable National Trust, (B) be deemed to have 

received its Pro Rata Share of the National Trust Consideration and National Certificates in 

consideration therefor, and (C) have no recourse to National or the National Insurance Policies 

other than as provided for under the terms of the National Trust. 

(ii) Escrow: Such holder of an Allowed HTA 68 Bond Claim 

(National) or Allowed HTA 98 Senior Bond Claim (National) shall deposit, or be deemed to 

have deposited, among other things, such holder’s Pro Rata Share of the National Escrow

Consideration in the National Escrow Account and such deposited National Escrow

Consideration shall be held as security for National’s obligations to the holders of the National 

Insured Bonds whose National Escrow Consideration was deposited in the National Escrow 

Account under the National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the 

National Plan Consideration that would be otherwise allocable to such holder of an Allowed 

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HTA 68 Bond Claim (National) or Allowed HTA 98 Senior Bond Claim (National) and National 

shall fully and completely discharge its obligation to such holder of an Allowed National Insured 

Bond Claim by paying on the HTA Effective Date, in Cash, the amount thereof at the National 

Acceleration Price as of the date of payment. 

(iv) Alternative Treatment: The Oversight Board and National 

reserve the right to formulate an alternative election or implementation option with respect to the 

National Insured Bonds that is mutually acceptable to the Oversight Board and National, each in 

their respective sole discretion; provided, however, that any such alternative election or 

implementation option must be proposed, in writing, prior to the commencement of the 

Disclosure Statement Hearing.

Notwithstanding the foregoing, and for the avoidance of doubt, National may make different 

elections, with respect to different CUSIPs and different holders of National Insured Bonds. 

(c) Acceleration of National Insured Bonds: Notwithstanding any other 

provision of the HTA Plan, to the extent that there are no outstanding payment defaults by 

National with respect to National Insured Bonds up to and including the HTA Effective Date, the 

payment of the principal of the National Insured Bonds shall be accelerated as of the HTA 

Effective Date, and such National Insured Bonds shall be due and payable from and after the 

HTA Effective Date at the National Acceleration Price of one hundred percent (100%) of the 

principal amount thereof plus interest accrued thereon (or, in the case of any capital appreciation 

bonds, the compounded amount thereof) to the date of payment. National shall have the right to 

pay the National Acceleration Price with respect to the National Insured Bonds at any time, and 

the holder of the National Insured Bonds and the trustee or fiscal agent (as applicable) shall be 

required to accept the same in satisfaction of National’s obligations under the applicable 

National Insurance Policy with respect to such bonds, and, upon such payment, National’s 

obligations under the applicable National Insurance Policy shall be fully satisfied and 

extinguished, notwithstanding any provision of the applicable National Insurance Policy or other 

documents related to the National Insured Bonds. For the avoidance of doubt, notwithstanding 

such acceleration, there shall be no acceleration of any payment required to be made under any 

National Insurance Policy unless National elects, in its sole and absolute discretion, to make such 

payment(s) on an accelerated basis. 

(d) Treatment of HTA 98 Sub Bond Claims (National): On the HTA 

Effective Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth 

(10th) Business Day following the HTA Effective Date, each holder of an Allowed HTA 98 Sub 

Bond Claim (National) shall receive Cash in an amount equal to the National Acceleration Price, 

in full and final satisfaction, release, and discharge of National’s obligations under the applicable 

National Insurance Policy, and National shall receive the National Plan Consideration that would 

be otherwise distributable to such holder, its successors, transferees, or assigns on account of its 

HTA 98 Sub Bond Claim (National). 

(e) Assignment of Redemption Rights: Notwithstanding any other 

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive documents 

and not inconsistent with the rights provided in accordance with the applicable National 

Insurance Policy, on the HTA Effective Date, HTA shall be deemed to have assigned to National

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any and all rights to redeem and call the National Insured Bonds and any related rights such that 

such rights may be exercised directly and exclusively by National as if it were HTA for such 

purpose. Any amounts due in connection with any such redemption shall be equal to the lesser 

of the applicable redemption price and the National Acceleration Price. 

(f) Entitlement to Vote: Subject to the terms and provisions of the 

Disclosure Statement Order, (a) the solicitation of acceptances and rejections to the HTA Plan by 

holders of National Insured Bond Claims shall be made by the Oversight Board to National in 

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and 

governing documents, and (b) the election to choose between the National Commutation 

Treatment as set forth in Section 26.2(a) hereof and the National Non-Commutation Treatment

as set forth in Section 26.2(b) hereof shall be made by the beneficial holders of the applicable 

National Insured Bonds on the applicable National Bondholder Election Form; provided, 

however, that the form of the National Non-Commutation Treatment shall be selected by 

National in accordance with Section 26.2(b) hereof.

(g) Improper Election: If a holder of an Allowed HTA 68 Bond Claim 

(National) or Allowed HTA 98 Senior Bond Claim (National) (1) fails to timely and validly elect 

the National Non-Commutation Treatment pursuant to Section 26.2(b) hereof, or (2) submits an 

election for less than all of its National Insured Bond Claims in a particular class (in which case, 

such election shall be void and of no force or effect), such holder shall be deemed to have elected 

to receive the National Commutation Treatment set forth in Section 26.2(a) hereof with respect 

to such National Insured Bond Claims, to commute the applicable National Insurance Policies, to 

release and discharge National’s obligations under such National Insurance Policies, and to 

receive distributions in accordance with Section 26.2(a) hereof. In addition, the National Insured 

Bonds of a holder of an Allowed HTA 68 Bond Claim (National) or Allowed HTA 98 Senior 

Bond Claim (National) that does not validly elect to receive the National Non-Commutation 

Treatment pursuant to clauses (1) or (2) above shall be deemed cancelled on the HTA Effective 

Date, and National’s obligations under the applicable National Insurance Policies shall be fully 

and finally satisfied, released, and discharged. 

26.3 Treatment of FGIC Insured Bond Claims: In the event that Classes 8 and 12

vote to accept the HTA Plan in accordance with the provisions of section 1126 of the Bankruptcy 

Code, and all FGIC Insurance Policies and related agreements relating to FGIC Insured Bonds 

are in full force and effect, as may have been modified pursuant to the FGIC Rehabilitation Plan, 

then, notwithstanding any other provision of the HTA Plan, on the HTA Effective Date, holders 

of FGIC Insured Bond Claims shall receive the following treatments: 

(a) FGIC Insured Bond Claims Treatment: Each holder of an Allowed

FGIC Insured Bond Claim (except as provided in Section 26.3(b) hereof) shall (A) deposit, or be 

deemed to have deposited, among other things, such holder’s Pro Rata Share of the FGIC Plan 

Consideration, its proportionate share of the CW/HTA Clawback Recovery, and the FGIC 

Insured Bonds and related FGIC Insurance Policies allocable to such holder into the applicable 

FGIC Trust, and (B) be deemed to have received its Pro Rata Share of the FGIC Plan 

Consideration and FGIC Certificates in consideration therefor. All rights and remedies under 

and in accordance with FGIC Insured Bonds deposited into a FGIC Trust and the applicable 

related legislative bond resolutions (other than with respect to the payment obligations of the 

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Commonwealth or its instrumentalities) and the applicable FGIC Insurance Policies (solely as 

they apply and relate to such FGIC Insured Bonds) shall be preserved and remain in full force 

and effect solely to the extent necessary to preserve any claims relating to such FGIC Insured 

Bonds under the applicable FGIC Insurance Policy. For the avoidance of doubt, each 

distribution of cash made by a FGIC Trust to the holders of interests therein shall automatically 

and simultaneously reduce on a dollar-for-dollar basis the outstanding principal amount of the 

FGIC Insured Bonds held in such FGIC Trust and shall result in a corresponding reduction in 

FGIC’s obligations under the applicable FGIC Insurance Policies. 

(b) FGIC Insured Bond Claims Owned By FGIC: With respect to all 

Allowed FGIC Insured Bond Claims owned by FGIC, on the HTA Effective Date, and subject to 

the rights of the HTA Fiscal Agent, FGIC shall be entitled to receive, in full consideration, 

satisfaction, release and exchange of such Allowed FGIC Insured Bond Claims, its Pro Rata 

Share of the FGIC Plan Consideration allocable to such Allowed FGIC Insured Bond Claims. 

(c) Dual-Insured Bonds: FGIC Certificates allocable to holders of DualInsured Bonds shall be distributed in accordance with the terms and provisions of Section 26.1 

hereof. 

(d) Acceleration of FGIC Insured Bonds: Notwithstanding any other 

provision of the HTA Plan or the FGIC Insured Bonds, the payment of the principal of the FGIC 

Insured Bonds shall be accelerated as of the HTA Effective Date, and the FGIC Insured Bonds 

shall be due and payable from and after the HTA Effective Date at an “acceleration price” of one 

hundred percent (100%) of the principal amount thereof, plus interest accrued thereon (or, in the 

case of capital appreciation bonds, the compounded amount thereof) to the date of payment; 

provided, however, that for the avoidance of doubt, notwithstanding such acceleration, there 

shall be no acceleration of any payment required to be made by FGIC under a FGIC Insurance 

Policy, unless FGIC elects, in its sole and absolute discretion, to make such payment(s) on an 

accelerated basis and FGIC has the express right to accelerate any such payment under the 

applicable FGIC Insurance Policy or the related agreements relating to the applicable FGIC 

Insured Bonds. 

(e) Assignment of Redemption Rights: Notwithstanding any other 

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive insurance 

documents and the applicable FGIC Insurance Policy, on the HTA Effective Date, HTA shall be 

deemed to have assigned to FGIC any and all rights to redeem and call the FGIC Insured Bonds 

and any related rights such that such rights may be exercised directly and exclusively by FGIC as 

if it were HTA for such purpose. 

(f) Entitlement to Vote: Subject to the terms and provisions of the 

Disclosure Statement Order, the solicitation of acceptances and rejections to the HTA Plan by 

holders of FGIC Insured Bond Claims shall be made by the Oversight Board to FGIC in 

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and 

governing insurance and other documents. 

26.4 Treatment of Ambac Insured Bond Claims: In the event that Classes 2 and 6

vote to accept the HTA Plan in accordance with section 1126 of the Bankruptcy Code, and all 

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Ambac Insurance Policies and related agreements related to Ambac Insured Bonds are in full 

force and effect, with no outstanding payments defaults by Ambac with respect to such Ambac 

Insured Bonds up to and including the HTA Effective Date, then, notwithstanding any other 

provision of the HTA Plan, on the HTA Effective Date, holders of Ambac Insured Bond Claims 

shall receive the following treatment, as provided in the Ambac Election Notice and to the extent 

offered by Ambac, in its sole and absolute discretion, at or prior to the commencement of the 

Disclosure Statement Hearing; provided, however, that, notwithstanding the following, Ambac 

may make different elections with respect to different CUSIPs and different Ambac Insured 

Bonds:

(a) Treatment of HTA 68 Bond Claims (Ambac): On the HTA Effective 

Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth (10th) 

day following the HTA Effective Date, each holder of an Allowed HTA 68 Bond Claim (Ambac) 

shall receive Cash in the amount equal to the Ambac Acceleration Price, in full and final 

satisfaction, release, and discharge of Ambac’s obligations under the applicable Ambac 

Insurance Policy, and, subject to the rights of the HTA Fiscal Agent, Ambac shall receive the 

Ambac Plan Consideration that would be otherwise allocable to such holder, its successors, 

transferees or assigns on account of its HTA 68 Bond Claims (Ambac). For the avoidance of 

doubt, the Ambac Acceleration Price will include accrued and unpaid interest as of the date of 

payment.

(b) Treatment of HTA 98 Senior Bond Claims (Ambac): On the HTA 

Effective Date, or as soon as reasonably practicable thereafter, but in no event later than the tenth 

(10th) day following the HTA Effective Date, each holder of an Allowed HTA 98 Senior Bond 

Claim (Ambac) shall receive one of the following treatments:

(i) Allowed HTA 98 Senior Bond Claim (Ambac) Commutation 

Treatment: To the extent offered by Ambac, in its sole and absolute discretion, each holder of 

an Allowed HTA 98 Senior Bond Claim (Ambac) shall have the option to elect on the Ambac 

Bondholder Election Forms, to receive, on the HTA Effective Date, the Ambac Commutation 

Consideration, distributable by or at the direction of Ambac, and, if elected, (i) such beneficial 

holder shall have no other or further rights under or with respect to the applicable Ambac 

Insurance Policy or any Ambac Trust(s), and (ii) subject to the rights of the HTA Fiscal Agent, 

Ambac shall receive the Ambac Plan Consideration that otherwise would be allocable or 

distributable to such holder. The Ambac Insured HTA 98 Senior Bonds of a holder that validly 

elects to receive the Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment, or 

makes an improper election as described in Section 26.4(f) hereof, shall be deemed to have had, 

on or after the HTA Effective Date, its Ambac Insured HTA 98 Senior Bonds cancelled, and 

Ambac’s obligations under the applicable Ambac Insurance Policy shall be fully and finally 

satisfied, released, and discharged. 

(ii) Allowed HTA 98 Senior Bond Claim (Ambac) NonCommutation Treatment: In the event that a holder of an Allowed HTA 98 Senior Bond 

Claim (Ambac) timely and validly elects on the Ambac Bondholder Election Form, to receive 

the Allowed HTA 98 Senior Bond Claim (Ambac) Non-Commutation Treatment, such holder of 

an Allowed Ambac Insured Bond Claim shall receive one or more of the following treatments

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offered by Ambac, in its sole and absolute discretion, and as detailed in the applicable Ambac 

Bondholder Election Form:

(1) Custodial Trusts:

(i) Such holder of an Allowed HTA 98 Senior Insured Bond Claim 

(Ambac) shall deposit, or be deemed to have deposited, into the applicable Ambac Trust(s), (A) 

such holder’s Ambac Insured Bonds with respect to which the election has been made and the 

related Ambac Insurance Policies, (B) such holder’s Pro Rata Share of the Ambac Plan 

Consideration, consisting of (1) Cash, (2) the CW/HTA Clawback Recovery, consisting of the 

HTA Clawback CVIs and all payments on or collections in respect of such HTA Clawback 

CVIs, and (3) the New HTA Bonds, and (C) shall be deemed to have received Ambac 

Certificates in consideration therefor; such holders shall have no recourse to Ambac or the

applicable Ambac Insurance Policies other than as provided for under the terms of the Ambac 

Trust(s). In the event the interim distribution amounts provided for in decretal paragraph 52 of 

the Commonwealth Confirmation Order have been distributed directly to holders of Ambac 

Insured Bonds prior to the HTA Effective Date, thereby reducing the principal amount of such

Ambac Insured HTA 98 Senior Bonds, such interim cash distributions need not be deposited into 

the Ambac Trust(s). 

(ii) The terms of the Ambac Trust(s) shall be set forth in a trust 

agreement or trust agreements which shall be filed as part of the Plan Supplement, but shall 

include the following terms, without limitation: (A) Ambac shall not insure any payments on the 

Ambac Certificates, shall not be required to pay any default or other interest amounts with 

respect to the Ambac Insured Bonds, and is only required to pay its obligations under the 

applicable Ambac Insurance Policy as provided therein and in the agreement HTA 98 Senior 

governing the Ambac Trust(s); (B) Ambac shall be deemed the sole holder of the Ambac Insured 

HTA 98 Senior Bonds in the Ambac Trust(s) with respect to voting, amendment, acceleration, 

events of default, and election and direction of rights and remedies, including, without limitation, 

in connection with insolvency proceedings during the period that there are no outstanding 

payment defaults by Ambac under the applicable Ambac Insurance Policies; and (C) the 

agreement governing the Ambac Trust(s) will provide, among other things, that (1) all rights of a 

holder of Ambac HTA 98 Senior Insured Bonds held by the Ambac Trust(s) (whether as to 

amendments and consents, direction of remedies or otherwise) shall be exercisable solely by 

Ambac and no holder of the Ambac Certificates shall be entitled to any right with respect to the 

Ambac Insured HTA 98 Senior Bonds (other than as otherwise described in the Ambac Trust(s)), 

(2) Ambac may, at its option, elect to direct a distribution of a proportional percentage of the 

underlying Ambac Insured HTA 98 Senior Bonds to individual holders of Ambac Certificates 

upon the release of such holder’s claims on the related Ambac Insurance Policy and against the 

Ambac Trust(s); such distribution and release shall not give rise to any other holder of Ambac 

Certificates asserting a right to receive the same treatment, and (3) Ambac may, at its option, 

elect to direct the sale of any Ambac Trust Assets.

(1) Payment of Accelerated Amounts: Ambac shall receive 

the Ambac Plan Consideration that would be otherwise allocable to the holders of Allowed HTA 

98 Senior Insured Bond Claims (Ambac) and Ambac’s obligations to such holders shall be fully 

and completely discharged upon the payment, on the HTA Effective Date, or as soon as 

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practicable thereafter, but in no event later than the tenth (10th) day following the HTA Effective 

Date, in Cash, of the Ambac Acceleration Price with respect thereto. 

(2) Alternative Treatment: The Oversight Board and Ambac 

reserve the right to formulate an alternative election or implementation option with respect to the 

Allowed HTA 98 Senior Bond Claim (Ambac) Non Commutation Treatment of the Ambac 

Insured HTA 98 Senior Bonds that is mutually acceptable to the Oversight Board and Ambac, 

each in their respective sole discretion; provided, however, that any such alternative election or 

implementation option must be proposed, in writing, at or prior to the commencement of the 

Disclosure Statement Hearing. 

(c) Deemed Acceleration of Ambac Insured Bonds: Notwithstanding any 

other provision of the HTA Plan, to the extent that there are no outstanding payment defaults by 

Ambac with respect to its obligations under the applicable Ambac Insurance Policies up to and 

including the HTA Effective Date, the Ambac Insured Bonds shall be deemed accelerated and 

immediately due and payable as of the HTA Effective Date. Ambac shall have the right to pay 

the Ambac Acceleration Price with respect to such bonds at any time, and the holder of the 

Ambac Insured Bonds and the trustee or fiscal agent (as applicable) shall be required to accept 

the same in satisfaction of Ambac’s obligations under the applicable Ambac Insurance Policy 

with respect to such bonds, and, upon such payment, Ambac’s obligations under the applicable 

Ambac Insurance Policy shall be fully satisfied and extinguished, notwithstanding any provision 

of the applicable Ambac Insurance Policy or other documents related to the Ambac Insured 

Bonds. For the avoidance of doubt, notwithstanding such acceleration, there shall be no 

acceleration of any payment required to be made under any Ambac Insurance Policy unless 

Ambac elects, in its sole and absolute discretion to make such payment(s) on an accelerated 

basis. 

(d) Assignment of Redemption Rights: Notwithstanding any other 

provision of the HTA Plan, to the extent permitted pursuant to applicable definitive documents 

and not inconsistent with the rights provided in accordance with the applicable Ambac Insurance 

Policy, on the HTA Effective Date, HTA shall be deemed to have assigned to Ambac any and all 

rights to redeem and call the Ambac Insured Bonds and any related rights such that such rights 

may be exercised directly and exclusively by Ambac as if it were HTA for such purpose. Any 

amounts due in connection with any such redemption shall be equal to the lesser of the 

applicable redemption price and the Ambac Acceleration Price. 

(e) Entitlement to Vote: Subject to the terms and provisions of the 

Disclosure Statement Order, (1) the solicitation of acceptances and rejections of the HTA Plan 

by holders of Ambac Insured Bond Claims shall be made by the Oversight Board to Ambac in 

accordance with the provisions of Section 301(c)(3) of PROMESA, applicable law and 

governing insurance and other documents, and (2) where applicable and as described in Section 

26.4(b) hereof, the election to choose between the Allowed HTA 98 Senior Bond Claim (Ambac)

Commutation Treatment as set forth in Section 26.4(b)(i) hereof and the Allowed HTA 98 Senior 

Bond Claim (Ambac) Non-Commutation Treatment as set forth in Section 26.4(b)(ii) hereof 

shall be made by the beneficial holders of Ambac Insured HTA 98 Senior Bonds; provided, 

however, that the form of the Ambac Non-Commutation Treatment shall be selected by Ambac

in accordance with the terms and provisions of Section 26.4(b)(ii) hereof. 

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(f) Improper Election: If a holder of an Allowed HTA 98 Senior Bond 

Claim (Ambac) (1) fails to timely and validly elect either the Allowed HTA 98 Senior Bond 

Claim (Ambac) Commutation Treatment set forth in Section 26.4(b)(i) hereof or the Allowed 

HTA 98 Senior Bond Claim (Ambac) Non-Commutation Treatment as set forth in Section 

26.4(b)(ii) hereof, or (2) submits an election for less than all of its Ambac Insured Bond Claims 

in a particular class (in which case, such election shall be void and of no force or effect), such 

holder shall be deemed to have elected to receive with respect to its HTA 98 Senior Bond Claims 

(Ambac), the Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment set forth in 

Section 26.4(b)(i) hereof, to commute the applicable Ambac Insurance Policies, and to fully and 

finally satisfy, release and discharge Ambac’s obligations under such Ambac Insurance Policies, 

and shall receive, with respect to its HTA 68 Bond Claims (Ambac), the Allowed 68 Bond Claim 

(Ambac) Treatment, if any, as set forth in Section 26.4(a) hereof. In addition, a holder of an 

Allowed HTA 98 Senior Bond Claim (Ambac) that does not validly elect to receive either the

Allowed HTA 98 Senior Bond Claim (Ambac) Commutation Treatment or the Allowed HTA 98 

Senior Bond (Ambac) Non-Commutation Treatment pursuant to clauses (1) or (2) above shall be 

deemed to have had, on or after the HTA Effective Date, its Ambac Insured HTA 98 Senior 

Bonds cancelled, and Ambac’s obligation under the applicable Ambac Insurance Policy shall be 

fully and finally satisfied released and discharged.

26.5 Fiscal Agent Obligations: Notwithstanding anything contained in the HTA Plan 

to the contrary, including, without limitation, the terms and provisions of this Article XXVI, the 

HTA Fiscal Agent shall have no duties or responsibilities with respect to any HTA Bonds that 

are deposited into any of the Ambac Trust, the Assured Trust, the FGIC Trust, or the National 

Trust from and after the HTA Effective Date. 

ARTICLE XXVII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

27.1 Rejection or Assumption of Remaining Executory Contracts and Unexpired 

Leases: Pursuant to sections 365(b)(2) of the Bankruptcy Code, applicable to the Title III Case 

pursuant to Section 301 of PROMESA, and subject to the provisions of Sections 27.5 and 27.7 

hereof, all Executory Contracts and Unexpired Leases that exist between the Debtor and any 

Entity, and which have not expired by their own terms on or prior to the HTA Effective Date, 

shall be deemed rejected by the Debtor as of the HTA Effective Date, except for any Executory 

Contract and Unexpired Lease (a) that has been assumed and assigned or rejected pursuant to an 

order of the Title III Court entered prior to the HTA Effective Date, (b) that is specifically 

designated as a contract or lease to be assumed or assumed and assigned on the schedules to the 

Plan Supplement, (c) that has been registered with the Office of the Comptroller of Puerto Rico, 

(d) that has been exempt from registration with the Office of the Comptroller of Puerto Rico 

pursuant to 2 L.P.R.A. § 97 and regulations promulgated pursuant thereto, (e) has been approved 

by the Oversight Board or authorized by the Title III Court, unless specifically designated a 

contract to be rejected in the Plan Supplement, (f) with the United States, or any of its agencies, 

departments or agents or pursuant to any federal program, or (g) by or between any 

Commonwealth agencies, departments, municipalities, public corporations or instrumentalities; 

provided, however, that the Debtor reserves the right, on or prior to the HTA Effective Date, to 

amend such schedules to delete any Executory Contract and Unexpired Lease therefrom or add 

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any Executory Contract and Unexpired Lease thereto, in which event such Executory Contract(s) 

and Unexpired Lease(s) shall be deemed to be, as the case may be, either rejected, assumed, or 

assumed and assigned as of the HTA Effective Date. The Debtor shall serve (y) notice of any 

Executory Contract and Unexpired Lease to be assumed or assumed and assigned through the 

operation of this Section 27.1, by including a schedule of such contracts and leases in the Plan 

Supplement and (z) notice of any Executory Contract and Unexpired Lease to be rejected 

through the operation of this Section 27.1, by serving a separate notice to the relevant 

counterparties to such agreements. To the extent there are any amendments to such schedules, 

the Debtor shall provide notice of any such amendments to the parties to the Executory Contract 

and Unexpired Lease affected thereby. The listing of a document on the schedules to the Plan 

Supplement or in any separate notice shall not constitute an admission by the Debtor that such 

document is an Executory Contract and Unexpired Lease or that the Debtor have any liability 

thereunder.

27.2 Approval of Rejection or Assumption of Executory Contracts and Unexpired 

Leases: Entry of the HTA Confirmation Order by the Title III Court shall constitute approval, 

pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the rejection, assumption, 

or assumption and assignment, as the case may be, of an Executory Contract and an Unexpired 

Lease pursuant to Section 27.1 of the HTA Plan.

27.3 Inclusiveness: Unless otherwise specified on the schedules to the Plan 

Supplement, each Executory Contract and Unexpired Lease listed or to be listed therein shall 

include any and all modifications, amendments, supplements, restatements, or other agreements 

made directly or indirectly by any agreement, instrument, or other document that in any manner 

affects such Executory Contract and Unexpired Lease, without regard to whether such 

agreement, instrument, or other document is listed on such schedule.

27.4 Cure of Defaults: Except to the extent that different treatment has been agreed to 

by the non-debtor party or parties to any Executory Contract and Unexpired Lease to be assumed 

or assumed and assigned pursuant to Section 27.1 of the HTA Plan, the Debtor shall, pursuant to 

the provisions of section 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and consistent 

with the requirements of section 365 of the Bankruptcy Code, within at least twenty (20) days 

prior to the HTA Confirmation Hearing, file with the Title III Court and serve by first class mail 

on each non- Debtor party to such Executory Contracts and Unexpired Leases to be assumed 

pursuant to Section 27.1 of the HTA Plan, a notice, which shall list the cure amount as to each 

executory contract or unexpired lease to be assumed or assumed and assigned. The parties to 

such Executory Contracts and Unexpired Leases will have twenty (20) days from the date of 

service of such notice to file and serve any objection to the cure amounts listed by the Debtor. If 

there are any objections filed, the Title III Court shall hold a hearing on a date to be set by the 

Title III Court. Notwithstanding the terms and provisions of Section 27.1 of the HTA Plan, the 

Debtor shall retain its rights to reject any of its Executory Contracts and Unexpired Leases that 

are subject to a dispute concerning amounts necessary to cure any defaults through the HTA 

Effective Date.

27.5 Insurance Policies: Subject to the terms and provisions of Section 27.7 hereof, 

each of the Debtor’s insurance policies and any agreements, documents, or instruments relating 

thereto, are treated as Executory Contracts under the HTA Plan; provided, however, that, except 

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to the extent provided herein, the HTA Confirmation Order and the Definitive Documents, such 

treatment shall not, and shall not be construed to, discharge or relieve any Monoline with respect 

to its respective obligations to holders of Claims under policies of insurance and applicable law 

and governing documents with respect thereto.

27.6 Rejection Damage Claims: If the rejection of an Executory Contract and 

Unexpired Lease by the Debtor hereunder results in damages to the other party or parties to such 

contract or lease, any claim for such damages, if not heretofore evidenced by a filed proof of 

Claim, shall be forever barred and shall not be enforceable against the Debtor, or its properties or 

agents, successors, or assigns, including, without limitation, Reorganized HTA, unless a proof of 

Claim is filed with the Title III Court and served upon attorneys for the Oversight Board and 

Reorganized HTA, as the case may be, on or before thirty (30) days after the later to occur of (i) 

the HTA Confirmation Date, and (ii) the date of entry of an order by the Title III Court 

authorizing rejection of a particular Executory Contract and Unexpired Lease.

27.7 Indemnification and Reimbursement Obligations: For purposes of the HTA 

Plan, (i) to the extent executory in nature, the obligations of the Debtor, including, without 

limitation, directors and officers insurance policies, to indemnify and reimburse its directors or 

officers that were directors or officers, respectively, on or prior to the HTA Petition Date, shall 

be deemed assumed as of the HTA Effective Date, and (ii) indemnification obligations of the 

Debtor arising from conduct of officers and directors during the period from and after the HTA

Petition Date, as the case may be, shall be Administrative Expense Claims; provided, however, 

that, under no circumstances shall the Debtor or Reorganized HTA, as the case may be, be 

responsible for any indemnification obligation, cost, or expense associated with the gross 

negligence, intentional fraud or willful misconduct of their respective officers or directors.

27.8 Nonoccurrence of HTA Effective Date: In the event that the HTA Effective 

Date does not occur, the Title III Court shall retain jurisdiction with respect to any request to 

extend the deadline for assuming or rejecting Executory Contracts and Unexpired Leases 

pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired.

27.9 Reservation of Rights: Nothing contained in the HTA Plan or the Plan 

Supplement shall constitute an admission by the Debtor, Reorganized HTA or any other party 

that any such contract or lease is in fact an Executory Contract and Unexpired Lease or that the 

Debtor have any liability thereunder. If there is a dispute regarding whether a contract or lease is 

or was executory or unexpired at the time of assumption, the Debtor or Reorganized HTA shall 

have forty-five (45) days following entry of a Final Order resolving such dispute to alter their 

treatment of such contract or lease.

27.10 Collective Bargaining Agreements: Except as provided in Article XXVII

hereof, none of the Debtor’s collective bargaining agreements shall be treated as Executory 

Contracts and none shall be assumed or rejected or otherwise treated pursuant to the HTA Plan, 

but shall remain in effect subject, in all instances, to Puerto Rico law and Section 2.5 hereof

regarding the payment and ongoing treatment of pension and related claims and obligations.

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ARTICLE XXVIII

PROVISIONS GOVERNING DISTRIBUTIONS

28.1 Time and Manner of Distribution: Except as otherwise provided herein, 

distributions under the HTA Plan shall be made to each holder of an Allowed Claim as follows:

(a) Distributions to Holders of HTA 68 Bond Claims, HTA 68 Bond 

Claims (Ambac), HTA 68 Bond Claims (Assured), and HTA 68 Bond Claims (National): 

Except as otherwise provided herein, on the HTA Effective Date, the Disbursing Agent shall 

distribute, or cause to be distributed, to each holder of an Allowed HTA 68 Bond Claim, an 

Allowed HTA 68 Bond Claim (Ambac), an Allowed HTA 68 Bond Claim (Assured), or an 

Allowed HTA 68 Bond Claim (National), and in each case consistent with the terms hereof, such 

holder’s Pro Rata Share, if any, of the HTA 68 Bond Recovery, the HTA Restriction Fee, and 

HTA Consummation Costs, if applicable.

(b) Distributions to Holders of HTA 98 Senior Bond Claims, HTA 98 

Senior Bond Claims (Ambac), HTA 98 Senior Bond Claims (Assured), HTA 98 Senior 

Bond Claims (FGIC), and HTA 98 Senior Bond Claims (National): Except as otherwise 

provided herein, on the HTA Effective Date, the Disbursing Agent shall distribute, or cause to be 

distributed, to each holder of an Allowed HTA 98 Bond Claim, an Allowed HTA 98 Senior 

Bond Claim (Ambac), an Allowed HTA 98 Senior Bond Claim (Assured), an Allowed HTA 98 

Senior Bond Claim (FGIC), or an Allowed HTA 98 Senior Bond Claim (National), such holder’s

Pro Rata Share, if any, of (i) HTA 98 Senior Bond Recovery, (ii) the HTA PSA Restriction Fee, 

and (iii) HTA Consummation Costs, in each case, to the extent applicable.

(c) Distributions to Holders of HTA 98 Sub Bond Claims, HTA 98 Sub 

Bond Claims (Assured), HTA 98 Sub Bond Claims (FGIC), and HTA 98 Sub Bond Claims 

(National): Except as otherwise provided herein, including, without limitation, pursuant to the 

prior distribution thereof, on the HTA Effective Date, the Disbursing Agent shall distribute, or 

cause to be distributed, to each holder of an Allowed HTA 98 Sub Bond Claim, an Allowed 

HTA 98 Sub Bond Claim (Assured), an Allowed HTA 98 Sub Bond Claim (FGIC), or an 

Allowed HTA 98 Sub Bond Claim (National), such holder’s Pro Rata Share of the HTA 98 Sub 

Bond Recovery.

(d) Distributions with Respect to HTA General Unsecured Claims: 

Except as otherwise provided herein, on the HTA Effective Date, the Disbursing Agent shall 

distribute, or cause to be distributed, to each holder of an Allowed HTA General Unsecured 

Claim such holder’s Pro Rata Share, if any, of the HTA GUC Recovery.

(e) Distributions with Respect to Eminent Domain/Inverse 

Condemnation Claims: Except as otherwise provided herein, within ten (10) Business Days 

following the occurrence of a Final Order determining the validity and amount of just 

compensation attributable to an Eminent Domain/Inverse Condemnation Claim, the Disbursing 

Agent shall distribute, or cause to be distributed, to each holder of an Allowed Eminent 

Domain/Inverse Condemnation Claim, Cash in the amount of such Allowed Claim. 

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(f) Distribution of Cash to Holders of Allowed Administrative Expense

Claims: Except as otherwise provided herein, on or as soon as practicable after the later of (i) 

the HTA Effective Date and (ii) the date on which such Claim becomes an Allowed Claim, the 

Disbursing Agent shall distribute, or cause to be distributed, to each holder of an Allowed 

Administrative Expense Claim, Cash in the amount of such Allowed Claim.

(g) Distribution of Cash to Holders of Allowed Convenience Claims: 

Except as otherwise provided herein, on or as soon as practicable after the later of (i) the HTA 

Effective Date and (ii) the date on which such Claim becomes an Allowed Claim, the Disbursing 

Agent shall distribute, or cause to be distributed, to each holder of an Allowed Claim, Cash in 

the amount of such Allowed Convenience Claim.

28.2 Timeliness of Payments: Any payment or distribution to be made pursuant to 

the HTA Plan shall be deemed to be timely made if made within ten (10) Business Days after the 

date specified in the HTA Plan. Whenever any distribution to be made under this HTA Plan 

shall be due on a day other than a Business Day, such distribution shall instead be made, without 

interest, on the immediately succeeding Business Day, but shall be deemed to have been made 

on the date due, including, without limitation, deeming distributions made pursuant to Section 

28.1 hereof to have been made on the HTA Effective Date.

28.3 Distributions by the Disbursing Agent: Except as otherwise provided herein or 

in the HTA Confirmation Order, all distributions under the HTA Plan shall be made by the 

Disbursing Agent. The Disbursing Agent shall be deemed to hold all property to be distributed 

hereunder in trust for the Entities entitled to receive the same. The Disbursing Agent shall not 

hold an economic or beneficial interest in such property.

28.4 Manner of Payment under the HTA Plan: Unless the Entity receiving a 

payment agrees otherwise, any payment in Cash to be made by the Disbursing Agent shall be 

made, at the election of the payor, by check drawn on a domestic bank or by wire transfer from a 

domestic bank; provided, however, that no Cash payment shall be made to a holder of an 

Allowed Claim until such time, if ever, as the amount payable thereto is equal to or greater than 

Ten Dollars ($10.00).

28.5 Delivery of Distributions: Subject to the provisions of Rule 9010 of the 

Bankruptcy Rules, and except as provided in the HTA Confirmation Order or herein, 

distributions and deliveries to holders of Allowed Claims shall be made through The Depository 

Trust Company or at the address of each such holder as set forth on the Schedules filed with the 

Court, unless superseded by the address set forth on proofs of Claim filed by such holders, or at 

the last known address of such holder if no proof of Claim is filed or if the Debtor has been 

notified in writing of a change of address; provided, however, that initial distributions by the 

Disbursing Agent on account of Allowed HTA Bond Claims shall be made to, or at the direction 

of, the HTA Fiscal Agent in accordance with the respective governing documents for such 

obligations; and, provided, further, that the Disbursing Agent may make distributions of HTA 

PSA Restriction Fees, and Consummation Costs in Cash to a party entitled thereto in a manner 

mutually agreed upon between such party and the Disbursing Agent. The HTA Fiscal Agent (or 

the HTA Fiscal Agent’s designee) shall, in turn, deliver the distribution to the applicable holders 

in the manner provided for in the applicable governing documents. Regardless of whether such 

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distributions are made by the HTA Fiscal Agent or the Disbursing Agent at the direction of the 

HTA Fiscal Agent, any Charging Lien of the HTA Fiscal Agent shall attach to such distributions

in the same manner as if such distributions were made by or through the HTA Fiscal Agent. The 

HTA Fiscal Agent may rely upon the distribution instructions received from the Debtor or its 

agents with respect to delivery of distributions in accordance with the terms and provisions of 

this Article XXVII, including any contra-CUSIP positions and escrow positions set up by the 

debtor or its agents with the Depository Trust Company. The Debtor, its agents and servicers,

the HTA Fiscal Agent, and the Disbursing Agent shall have no obligation to recognize any 

transfer of HTA Bond Claims after the Distribution Record Date; provided, however, that the 

New HTA Bonds and the HTA Clawback CVIs will be transferable and recognized in 

accordance with the terms and conditions of the New HTA Bonds Indenture and the CVI 

Indenture, respectively.

28.6 Cancellation of Notes, Instruments, Certificates, and Other Documents: 

Except (a) as provided in any contract, instrument or other agreement or document entered into 

or delivered in connection with the HTA Plan, (b) for purposes of evidencing a right to 

distribution under the HTA Plan, or (c) as specifically provided otherwise in the HTA Plan 

(including any rejection of Executory Contracts or Unexpired Leases pursuant to Section 27.1

hereof), on the HTA Effective Date, the HTA Bonds and all instruments and documents related 

thereto will be deemed automatically cancelled, terminated and of no further force or effect 

against the Debtor without any further act or action under any applicable agreement, law, 

regulation, order or rule, with the Debtor and the applicable trustee, paying agent or fiscal agent, 

as the case may be, having no continuing obligations or duties and responsibilities thereunder 

and the obligations of the parties to the Debtor, under the HTA Bonds and all instruments and 

documents related thereto shall be discharged; provided, however, that, notwithstanding anything 

contained herein to the contrary, the HTA Bonds and such other instruments and documents shall 

continue in effect solely (i) to allow the Disbursing Agent to make any distributions as set forth 

in the HTA Plan and to perform such other necessary administrative or other functions with 

respect thereto, (ii) to allow holders of Allowed HTA Bond Claims and Allowed Insured HTA

Bond Claims to receive distributions in accordance with the terms and provisions of the HTA

Plan, (iii) for any trustee, agent, contract administrator or similar entity under all instruments and 

documents related thereto, to perform necessary functions, including making distributions, in 

accordance with the HTA Plan and to have the benefit of all the rights and protections and other 

provisions of such instruments and documents, as applicable, and all other related agreements, 

(iv) to set forth the terms and conditions applicable to parties to such documents and instruments 

other than the Debtor, (v) to allow Assured and National to exercise the redemption or call rights 

assigned to Assured and National pursuant to the provisions of Sections 26.1 and 26.2 hereof, 

respectively, or (vi) as may be necessary to preserve any claims under the respective insurance 

policies and related documents issued by a Monoline and the Oversight Board shall request that 

HTA use its reasonable efforts to (1) maintain the existing CUSIP numbers for the Monolineinsured HTA Bonds, and (2) take such other reasonable steps as may be necessary to preserve 

and effectuate such Claims; and, provided, further, that, notwithstanding the foregoing or 

anything else contained in the HTA Plan to the contrary, the HTA Fiscal Agent shall have no 

duties or responsibilities with respect to any HTA Bonds that are deposited into any of the 

Ambac Trust, the Assured Trust, the FGIC Trust, or the National Trust from and after the HTA 

Effective Date. Notwithstanding the foregoing, and except as otherwise expressly provided in 

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the HTA Plan, such bonds or bond documents that remain outstanding shall not form the basis 

for the assertion of any Claim against the Debtor or Reorganized HTA, as the case may be.

28.7 Undeliverable/Reserved Distributions: 

(a) Holding of Undeliverable Distributions by the Disbursing Agent: If 

any distribution to any holder is returned to the Disbursing Agent as undeliverable, no further 

distribution shall be made to such holder unless and until the Disbursing Agent is notified, in 

writing, of such holder’s then-current address. Subject to the terms and provision of 

Section 32.7(b) hereof, undeliverable distributions shall remain in the possession of the 

Disbursing Agent until such time as a distribution becomes deliverable. All Entities ultimately 

receiving previously undeliverable Cash shall not be entitled to any interest or other accruals 

thereon of any kind. Nothing contained in the HTA Plan shall require the Disbursing Agent to 

attempt to locate any holder of an Allowed Claim.

(b) Failure to Claim Undeliverable Distributions: If (i) a check is sent, by 

the Disbursing Agent to a holder in respect of distributions and such check is not negotiated 

within one hundred twenty (120) days following the date on which such check was issued, or 

(ii) any other form of distribution to a holder is otherwise undeliverable, the Disbursing Agent 

(or its duly authorized agent) shall, on or prior to the date that is one hundred eighty (180) days 

from (i) the HTA Effective Date, with respect to all Allowed Claims as of the HTA Effective 

Date, and (ii) the date that a distribution is made with respect to any Disputed Claim that 

becomes an Allowed Claim subsequent to the HTA Effective Date, file a list with the Title III 

Court setting forth the names of those Entities for which distributions have been made hereunder 

that have not been negotiated or have been returned as undeliverable as of the date thereof. Any 

holder of an Allowed Claim on such list that does not identify itself and assert its rights pursuant 

to the HTA Plan to receive a distribution within six (6) months from the date so listed shall have 

its entitlement to such undeliverable distribution discharged and shall be forever barred from 

asserting any entitlement pursuant to the HTA Plan, against Reorganized HTA, the trustees, or 

their respective professionals, agents, or property, and any (1) Cash in the possession of the 

Disbursing Agent or the trustee with respect to existing securities, as the case may be, shall be

released to Reorganized HTA for use to discharge operating expenses of Reorganized HTA, and 

(2) the HTA Bonds in the possession of the Disbursing Agent or trustee with respect to existing 

securities shall be released to Reorganized HTA for cancellation or deposit into the treasury of 

Reorganized HTA, as determined by Reorganized HTA in its sole and absolute discretion.

28.8 Withholding and Reporting Requirements: Any party issuing any instrument 

or making any distribution under the HTA Plan shall comply with all applicable withholding and 

reporting requirements imposed by any United States federal, state or local tax law or tax 

authority, and all distributions under the HTA Plan shall be subject to any such withholding or 

reporting requirements. Notwithstanding the above, each holder of an Allowed Claim that is to 

receive a distribution under the HTA Plan shall have the sole and exclusive responsibility for the 

satisfaction and payment of any taxes imposed on such holder by any governmental unit, 

including income, withholding and other tax obligations, on account of such distribution. Any 

party issuing any instrument or making any distribution under the HTA Plan has the right, but 

not the obligation, to not make a distribution until such holder has made arrangements 

satisfactory to such issuing or disbursing party for payment of any such withholding tax 

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obligations and, if any party issuing any instrument or making any distribution under the HTA 

Plan fails to withhold with respect to any such holder’s distribution, and is later held liable for 

the amount of such withholding, the holder shall reimburse such party. The Disbursing Agent 

may require, as a condition to the receipt of a distribution, that the holder complete the 

appropriate Form W-8 or Form W-9, as applicable to each holder. If the holder fails to comply 

with such a request within one year, such distribution shall be deemed an Unclaimed 

Distribution.

28.9 Time Bar to Cash Payments: Checks issued by the Disbursing Agent on 

account of Allowed Claims shall be null and void if not negotiated within one hundred twenty 

(120) days from and after the date of issuance thereof. Requests for reissuance of any check 

shall be made directly to the Disbursing Agent by the holder of the Allowed Claim with respect 

to which such check originally was issued. Any claim in respect of such a voided check shall be 

made on or before the later of (i) the first (1st) anniversary of the HTA Effective Date or (ii) 

ninety (90) days after the date of issuance of such check, if such check represents a final 

distribution hereunder on account of such Claim. After such date, all Claims in respect of voided 

checks shall be discharged and forever barred and the Disbursing Agent shall retain all monies 

related thereto for the sole purpose of redistribution to holders of Allowed Claims in accordance 

with the terms and provisions hereof.

28.10 Distributions After HTA Effective Date: Distributions made after the HTA 

Effective Date to holders of Claims that are not Allowed Claims as of the HTA Effective Date, 

but which later become Allowed Claims, shall be deemed to have been made in accordance with 

the terms and provisions of Article XXVIII of the HTA Plan.

28.11 Setoffs: Except as otherwise provided in the HTA Plan or in the HTA 

Confirmation Order, the Disbursing Agent may, pursuant to applicable bankruptcy or nonbankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant to 

the HTA Plan on account thereof (before any distribution is made on account of such Claim by 

the Disbursing Agent), the claims, rights, and Causes of Action of any nature that the Debtor or 

Reorganized HTA may hold against the holder of such Allowed Claim; provided, however, that 

neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall 

constitute a waiver or release by the Debtor or Reorganized HTA of any such claims, rights, and 

Causes of Action that the Debtor or Reorganized HTA may possess against such holder; and, 

provided, further, that nothing contained herein is intended to limit the ability of any Creditor to 

effectuate rights of setoff or recoupment preserved or permitted by the provisions of sections 

553, 555, 559, or 560 of the Bankruptcy Code or pursuant to the common law right of 

recoupment; and, provided, further, that nothing in this Section 28.11 shall affect the releases and 

injunctions provided in Article XLI of the HTA Plan.

28.12 Allocation of Plan Distributions Between Principal and Interest: Unless 

otherwise specified herein, to the extent that any Allowed Claim entitled to a distribution under 

the HTA Plan consists of indebtedness and other amounts (such as accrued but unpaid interest 

thereon), such distribution shall be allocated first, to interest accrued and unpaid as of the date 

immediately preceding the HTA Petition Date, second, to the principal amount of the Claim (as 

determined for federal income tax purposes) and then, to the extent the consideration exceeds the 

principal amount of the Claim, to such other amounts; provided, however, that the Debtor or 

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Reorganized HTA’s treatment of any distributions for its tax purposes will not be binding on any 

Creditor as to the treatment of such distributions for any regulatory, tax or other purposes.

28.13 Payment of Trustee Fees and Expenses: The distributions to be made pursuant 

to the HTA Plan and the Commonwealth Confirmation Order to holders of HTA 68 Bond Claims 

and HTA 98 Senior Bond Claims on account of such Claims are intended to be inclusive of any 

and all of the HTA Fiscal Agent’s reasonable fees and expenses due and owing by HTA pursuant 

to the applicable bond resolutions with respect to amounts discharged pursuant to the HTA Plan 

(the “HTA Fiscal Agent’s Fees and Expenses”). To the extent not deducted in connection with 

payments made in accordance with the Commonwealth Confirmation Order upon satisfaction of 

the Distribution Conditions, the HTA Fiscal Agent’s Fees and Expenses shall be deducted on a 

pro rata basis from distributions to holders of HTA 68 Bond Claims and HTA 98 Senior Bond 

Claims on account of such Claims, such that the cost of such HTA Fiscal Agent’s Fees and 

Expenses is shared equally by all holders of HTA 68 Bond Claims and HTA 98 Senior Bond 

Claims based on the amount of their Claims; provided, however, that, notwithstanding anything 

in the HTA Plan, the HTA Confirmation Order, or the applicable bond resolutions to the 

contrary, the HTA Fiscal Agent’s Fees and Expenses shall not exceed $2,360,681.02. In the 

event amounts reserved or deducted by the HTA Fiscal Agent from the distributions to be made 

to holders of HTA 68 Bond Claims and HTA 98 Senior Bond Claims exceed the HTA Fiscal 

Agent’s Fees and Expenses, such excess amounts shall be distributed by, or at the direction of,

the HTA Fiscal Agent on a pro rata basis to holders of HTA 68 Bond Claims and HTA 98 Senior 

Bond Claims on the HTA Effective Date (the “Excess Distribution”). For purposes of this 

Section 28.13, the applicable Monolines shall constitute the holders of the HTA 68 Bond Claims 

and the HTA 98 Senior Bond Claims arising from the HTA Bonds which are insured by any such 

Monoline, if any, in accordance with Section 301(c)(3) of PROMESA, applicable law, and 

governing insurance and other documents applicable to such HTA Bonds; provided, however, 

that, notwithstanding the foregoing, (a) with respect to any HTA 98 Senior Bonds owned by 

FGIC, the HTA Fiscal Agent shall make the Excess Distribution attributable thereto, if any, to 

FGIC, and (b) with respect to any HTA 98 Senior Bonds insured by FGIC, but not owned by 

FGIC, the HTA Fiscal Agent shall make the Excess Distribution attributable thereto, if any, to 

the owners of such HTA 98 Senior Bonds. Except as otherwise provided in this Section 28.13, 

the HTA Plan does not, nor shall it be construed to, limit the rights of the HTA Fiscal Agent to 

payment of such amounts from the distributions to be made hereunder, including, without 

limitation, the imposition of any Charging Lien.

28.14 Beneficial Owner: For all purposes of the HTA Plan, including, without 

limitation, for purposes of distributions pursuant to the terms and provisions of this 

Article XXVIII, the “holder” of a Claim shall mean any Entity who, directly or indirectly, has 

investment power with respect to any Claim, which includes the power to dispose or to direct the 

disposition of such Claim; provided, however, that, for purposes of Article XXVIII hereof and 

section 1126 of the Bankruptcy Code, (a) National shall constitute the “holder” of any National 

Insured Bond Claims and any National CW/HTA Bond Claims in accordance with Section 

301(c)(3) of PROMESA, applicable law and governing insurance and other documents 

applicable to the National Insured Bond Claims and the National CW/HTA Bond Claims, 

(b) Assured shall constitute the “holder” of any Assured Insured Bond Claims, any Assured 

CW/Convention Center Claims, any Assured CW/HTA Bond Claims, and any Assured 

CW/PRIFA Rum Tax Claims in accordance with Section 301(c)(3) of PROMESA, applicable 

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law and governing insurance and other documents applicable to the Assured Insured Bond 

Claims, the Assured CW/Convention Center Claims, the Assured CW/HTA Bond Claims, and 

the Assured CW/PRIFA Rum Tax Claims, (c) Ambac shall constitute the “holder” of any Ambac 

Insured Bond Claims, any Ambac CW/Convention Center Claims, any Ambac CW/HTA Bond 

Claims, and any Ambac CW/PRIFA Rum Tax Claims in accordance with Section 301(c)(3) of 

PROMESA, applicable law and governing insurance and other documents applicable to the 

Ambac Insured Bond Claims, the Ambac CW/Convention Center Claims, the Ambac CW/HTA 

Bond Claims, and the Ambac CW/PRIFA Rum Tax Claims, (d) FGIC shall constitute the 

“holder” of any FGIC Insured Bond Claims and any FGIC CW/HTA Bond Claims, in 

accordance with Section 301(c)(3) of PROMESA, applicable law and governing insurance and 

other documents applicable to the FGIC Insured Bond Claims, the FGIC CW/HTA Bond Claims, 

(e) Syncora shall constitute the “holder” of any HTA Bond Claims and CW/HTA Bond Claims 

arising from or related to HTA 98 Senior Bonds bearing CUSIP number 745190AY4, and the 

principal and interest payments of which have been insured by Syncora in accordance with 

Section 301(c)(3) of PROMESA, applicable law and governing insurance and other documents 

applicable to such Claims; provided, however, that, solely to the extent permitted by governing 

insurance and other documents, on the HTA Effective Date, Syncora shall pay the beneficial 

owners of such HTA 98 Senior Bonds the Syncora Acceleration Price; and, provided, further, 

that Syncora shall indemnify and hold the Oversight Board, the Commonwealth, HTA, and 

Reorganized HTA harmless from any and all claims, liabilities, damages, and causes of action 

arising from or related to the acceleration of such HTA 98 Senior Bonds and the payment of the 

Syncora Acceleration Price, and (f) the “holder” of any other Insured HTA Bond Claims shall be 

determined in accordance with Section 301(c)(3) of PROMESA and any law or governing 

documents applicable to such Insured HTA Bond Claims.

28.15 Value of Distributions: For purposes of calculating the value of distributions 

made to holders of Allowed Claims, (a) Cash shall be valued in the amount distributed and 

(b) the New HTA Bonds shall be valued at the original principal amount thereof.

28.16 Disputed Funds Stipulation: In the event that the Distribution Conditions are 

not satisfied prior to the HTA Effective Date, on the HTA Effective Date, the Distribution 

Conditions shall be deemed satisfied and payments and distributions to be made in connection 

therewith pursuant to the terms and provisions of the Commonwealth Confirmation Order and 

the HTA/CCDA Plan Support Agreement shall be made on the HTA Effective Date to holders of 

HTA 68 Bond Claims, HTA 68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 

68 Bond Claims (National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims 

(Ambac), HTA 98 Senior Bond Claims (Assured), HTA 98 Senior Bond Claims (FGIC), and 

HTA 98 Senior Bond Claims (National), including, without limitation, the distribution of monies 

in accordance with the Disputed Funds Stipulation, subject to the rights of The Bank of New 

York Mellon, as fiscal agent, to assert and apply, on a pro rata basis, any and all of its rights with 

respect thereto.

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ARTICLE XXIX

PROSECUTION AND EXTINGUISHMENT OF CLAIMS HELD BY THE DEBTOR

29.1 Prosecution of Claims: Except as settled and released herein, from and after the 

HTA Effective Date, the Avoidance Actions Trustee shall have the exclusive right and power to 

(a) litigate any and all of the Avoidance Actions and (b) compromise and settle such Avoidance 

Actions, upon approval of the Title III Court. The net proceeds of any such litigation or 

settlement (after satisfaction of all costs and expenses incurred in connection therewith) shall be 

included in the HTA GUC Recovery and be distributed to holders of Allowed HTA General 

Unsecured Claims. 

ARTICLE XXX

ACCEPTANCE OR REJECTION OF THE HTA PLAN; EFFECT OF

REJECTION BY ONE OR MORE CLASSES OF CLAIMS

30.1 Impaired Classes to Vote: Each holder of a Claim, as of the Voting Record Date 

or at the time of tender into ATOP, as the case may be, in an impaired Class not otherwise 

deemed to have rejected or accepted the HTA Plan in accordance with Article XXXIII of the 

HTA Plan shall be entitled to vote separately to accept or reject the HTA Plan.

30.2 Acceptance by Class of Creditors: An impaired Class of holders of Claims shall 

have accepted the HTA Plan if the HTA Plan is accepted by at least two-thirds (2/3) in dollar 

amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have 

voted to accept or reject the HTA Plan.

30.3 Cramdown: In the event that any impaired Class of Claims shall fail to accept, 

or be deemed to reject, the HTA Plan in accordance with section 1129(a) of the Bankruptcy 

Code, the Debtor reserves the right to (i) request that the Bankruptcy Court confirm the HTA 

Plan in accordance with section 1129(b) of the Bankruptcy Code or (ii) subject to the consent of 

the HTA/CCDA PSA Creditors, in accordance with the provisions of the HTA/CCDA Plan 

Support Agreement, amend the HTA Plan.

ARTICLE XXXI

RIGHTS AND POWERS OF DISBURSING AGENT

31.1 Exculpation: From and after the HTA Effective Date, the Disbursing Agent shall 

be exculpated by all Entities, including, without limitation, holders of Claims and other parties in 

interest, from any and all claims, Causes of Action, and other assertions of liability arising out of 

the discharge of the powers and duties conferred upon such Disbursing Agent by the HTA Plan 

or any order of the Title III Court entered pursuant to or in furtherance of the HTA Plan, or 

applicable law, except for actions or omissions to act arising out of the gross negligence or 

willful misconduct of such Disbursing Agent. No holder of a Claim or other party in interest 

shall have or pursue any claim or cause of action against the Disbursing Agent for making 

payments in accordance with the HTA Plan or for implementing the provisions of the HTA Plan, 

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except for claims or causes of action arising from the gross negligence or willful misconduct of 

the Disbursing Agent.

31.2 Powers of the Disbursing Agent: Except as may be provided otherwise 

hereunder, the Disbursing Agent shall be empowered to (a) take all steps and execute all 

instruments and documents necessary to effectuate the HTA Plan, (b) make distributions 

contemplated by the HTA Plan, (c) comply with the HTA Plan and the obligations thereunder, 

and (d) exercise such other powers as may be vested in the Disbursing Agent pursuant to order of 

the Title III Court, pursuant to the HTA Plan, or as deemed by the Disbursing Agent to be 

necessary and proper to implement the provisions of the HTA Plan.

31.3 Fees and Expenses Incurred From and After the HTA Effective Date: Except 

as otherwise ordered by the Title III Court, the amount of any reasonable fees and expenses 

incurred by the Disbursing Agent from and after the HTA Effective Date and any reasonable 

compensation and expense reimbursement claims, including, without limitation, reasonable fees 

and expenses of counsel, incurred by the Disbursing Agent, shall be paid in Cash without further 

order of the Title III Court; provided, however, that the Disbursing Agent shall not be entitled to 

reimbursement or indemnification by Reorganized HTA related to claims or causes of action 

arising from the gross negligence or willful misconduct of the Disbursing Agent.

ARTICLE XXXII

PROCEDURES FOR TREATMENT OF DISPUTED CLAIMS

AND CLAIMS SUBJECT TO ACR PROCEDURES

32.1 Objections to Claims; Prosecution of Disputed Claims: 

(a) Except with respect to Allowed Claims, and subject to the terms and 

conditions of the ADR Procedures and the ADR Order, Reorganized HTA, by and through the 

Oversight Board, and in consultation with AAFAF, shall object to, and shall assume any pending 

objection filed by the Debtor to, the allowance of Claims filed with the Title III Court with 

respect to which it disputes liability, priority or amount, including, without limitation, objections 

to Claims that have been assigned and the assertion of the doctrine of equitable subordination 

with respect thereto. All objections, affirmative defenses and counterclaims shall be litigated to 

Final Order; provided, however, that Reorganized HTA, by and through the Oversight Board, 

and in consultation with AAFAF, shall have the authority to file, settle, compromise or withdraw 

any objections to Claims, without approval of the Title III Court. Unless otherwise ordered by 

the Title III Court, to the extent not already objected to by the Debtor, Reorganized HTA shall 

file and serve all objections to Claims as soon as practicable, but, in each instance, not later than 

one hundred eighty (180) days following the HTA Effective Date or such later date as may be 

approved by the Title III Court. Following the making of distributions to holders of Allowed 

HTA Bond Claims in accordance with the provisions hereof, any HTA Bond Claim filed by any 

Entity, for amounts due under existing securities, shall be deemed satisfied and expunged and the 

Oversight Board shall instruct Kroll Restructuring Administration LLC (formerly Prime Clerk 

LLC), its court-appointed representative, to remove such HTA Bond Claims from the claims 

registry maintained for the benefit of the Title III Court; provided, however, that, in the event 

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that an order reversing or vacating the HTA Confirmation Order with respect to HTA Bond 

Claims becomes a Final Order, such HTA Bond Claims shall be reinstated on the claims registry. 

(b) The two (2) Creditors’ Committee appointees to the Avoidance Actions 

Trust Board shall (i) receive monthly updates to the claims reconciliation process with respect to 

HTA General Unsecured Claims, which process shall continue to be administered by the 

Oversight Board, with the assistance of AAFAF, (ii) have the right to (A) review the claims 

objections and reconciliation process, including the ADR Procedures, as it relates to HTA 

General Unsecured Claims and Convenience Claims, regardless of the size of the asserted Claim 

amount, (B) ensure compliance with the exclusions from HTA General Unsecured Claims as 

provided in the HTA Plan, and (C) in the event that such appointees disagree with any 

settlement of an HTA General Unsecured Claim, for an allowed amount in excess of Five 

Hundred Thousand Dollars ($500,000.00), such appointees may seek relief from the Title III 

Court to cause (upon a showing that such settlement is not in the best interest of HTA and its

creditors) the Oversight Board or AAFAF, as the case may be, to obtain approval of the Title III 

Court for any such settlement in accordance with the standard for approval under Bankruptcy 

Rule 9019. Such appointees and their advisors shall not be entitled to compensation in excess to 

that provided pursuant to the Commonwealth Plan and the Commonwealth Confirmation Order.

(c) From and after the HTA Effective Date, all Late-Filed Claims shall be 

deemed denied, with prejudice, and the Oversight Board shall instruct Kroll Restructuring 

Administration LLC (formerly Prime Clerk LLC), its court-appointed representative, to remove 

such Late-Filed Claims from the claims registry maintained for the benefit of the Title III Court 

and the Oversight Board shall cause a notice with respect thereto to be served upon the holder of 

such Late-Filed Claim. 

32.2 Estimation of Claims: Except with respect to Allowed Claims, on and after the 

HTA Effective Date, and unless otherwise limited by an order of the Title III Court, including, 

without limitation, the ACR Order, and the ADR Order, Reorganized HTA, by and through the 

Oversight Board, may at any time request the Title III Court to estimate for final distribution 

purposes any contingent, unliquidated or Disputed Claim pursuant to section 502(c) of the 

Bankruptcy Code regardless of whether the Debtor previously objected to or sought to estimate 

such Claim, and the Title III Court will retain jurisdiction to consider any request to estimate any 

Claim at any time during litigation concerning any objection to any Claim, including, without 

limitation, during the pendency of any appeal relating to any such objection. Unless otherwise 

provided in an order of the Title III Court, in the event that the Title III Court estimates any 

contingent, unliquidated or Disputed Claim, the estimated amount shall constitute either the 

allowed amount of such Claim or a maximum limitation on such Claim, as determined by the 

Title III Court; provided, however, that, if the estimate constitutes the maximum limitation on 

such Claim, Reorganized HTA, by and through the Oversight Board, may elect to pursue 

supplemental proceedings to object to any ultimate allowance of such Claim; and, provided, 

further, that the foregoing is not intended to limit the rights granted by section 502(j) of the 

Bankruptcy Code. All of the aforementioned Claims objection, estimation and resolution 

procedures are cumulative and not necessarily exclusive of one another.

32.3 Payments and Distributions on Disputed Claims:

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(a) Disputed Claims Holdback: From and after the HTA Effective Date, 

and until such time as each Disputed Claim has been compromised and settled, estimated by the 

Title III Court in an amount constituting the allowed amount, or Allowed or Disallowed by Final 

Order of the Title III Court, Reorganized HTA shall retain, for the benefit of each holder of a 

Disputed Claim, the distributions that would have been made to such holder if it were an 

Allowed Claim in an amount equal to the lesser of (i) the liquidated amount set forth in the filed 

proof of Claim relating to such Disputed Claim, (ii) the amount in which the Disputed Claims 

shall be estimated by the Title III Court pursuant to section 502 of the Bankruptcy Code 

constitutes and represents the maximum amount in which such Claim may ultimately become an 

Allowed Claim, and (iii) such other amount as may be agreed upon by the holder of such 

Disputed Claim and Reorganized HTA; provided, however, that the recovery by any holder of a 

Disputed Claim shall not exceed the lesser of (i), (ii) and (iii) above. To the extent that

Reorganized HTA retains any New HTA Bonds on behalf of Disputed Claims holders, until such 

New HTA Bonds are distributed, Reorganized HTA shall exercise voting or consent rights with 

respect to such obligations.

(b) Allowance of Disputed Claims: At such time as a Disputed Claim 

becomes, in whole or in part, an Allowed Claim, the Disbursing Agent shall distribute to the 

holder thereof the distributions, if any, to which such holder is then entitled under the HTA Plan, 

together with any earnings that have accrued thereon (net of any expenses, including any taxes, 

relating thereto), but only to the extent that such earnings are attributable to the amount of the 

Allowed Claim. Such distribution, if any, shall be made as soon as practicable after the date that 

the order or judgment of the Title III Court allowing such Disputed Claim becomes a Final 

Order, but in no event more than ninety (90) days thereafter.

32.4 Authority to Amend Lists of Creditors: Except with respect to HTA Bond 

Claims, and subject to the limitations in Section 32.1(b) hereof, the Debtor shall have the 

authority to amend the List of Creditors with respect to any Claim and to make distributions 

based on such amended List of Creditors without approval of the Title III Court. If any such 

amendment to the List of Creditors reduces the amount of a Claim or changes the nature or 

priority of a Claim, the Debtor will provide the holder of such Claim with notice of such 

amendment and such holder will have twenty (20) days to file an objection to such amendment 

with the Title III Court. If no such objection is filed, the Disbursing Agent may proceed with 

distributions based on such amended List of Creditors without approval of the Title III Court.

32.5 Non-Accrual of Interest: Unless otherwise specifically provided for herein or by 

order of the Title III Court, post-petition interest shall not accrue or be paid on Claims, Allowed 

or otherwise, and no holder of a Claim, Allowed or otherwise, shall be entitled to interest 

accruing on or after the HTA Petition Date, on any Claim or right. Additionally, and without 

limiting the foregoing, interest shall not accrue or be paid on any disputed claim with respect to 

the period from the HTA Effective Date to the date a final distribution is made on account of 

such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim. 

32.6 Disallowance of Claims: All Claims of any Entity from which property is sought 

by the Debtor under sections 550, or 553 of the Bankruptcy Code or that the Debtor alleges is a 

transferee of a transfer that is avoidable under sections 544, 545, 547, 548, or 549 of the 

Bankruptcy Code shall be disallowed if: (a) the Entity, on the one hand, and the Debtor, on the 

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other hand, agree or the Title III Court has determined by Final Order that such Entity or 

transferee is liable to turn over any property or monies under any of the aforementioned sections 

of the Bankruptcy Code; and (b) such Entity or transferee has failed to turn over such property 

by the date set forth in such agreement or Final Order.

32.7 Claims Subject to ACR Procedures: To the extent not already transferred as of 

the HTA Effective Date in accordance with the terms and conditions of the ACR Order, the 

Debtor or Reorganized HTA, as the case may be, shall transfer Claims in accordance with the 

terms and conditions of the ACR Order, and, upon transfer, all such Claims shall (a) be 

reconciled pursuant to the applicable regulatory and administrative procedures of the Debtor and

Reorganized HTA, as the case may be, (b) be paid in full in the ordinary course of business, and 

(c) except as otherwise provided in the HTA Plan, shall not be included in HTA General 

Unsecured Claims to be satisfied from the HTA GUC Recovery or Convenience Claims. 

Notwithstanding the foregoing, (y) the Oversight Board may remove a claim from the ACR 

process in the event that it was improperly transferred into the ACR process because it did not 

qualify in accordance with the terms and provisions of the ACR Order, including, without 

limitation, bond claims or “child” claims relating to a “parent” class action proofs of claim (in 

which case, such claims may be transferred into the appropriate Class under the HTA Plan) and 

(z) claims that are eligible to be transferred to or administered through the ACR process and for 

which no proof of claim was required to be filed (whether or not a proof of claim was filed) shall 

not be transferred into Class 16 or Class 19 under the HTA Plan and shall be administered 

through the ACR process, in accordance with the terms of the ACR Order and subsections (a) 

and (b) of this Section 32.7.

ARTICLE XXXIII

IDENTIFICATION OF CLAIMS IMPAIRED BY THE HTA PLAN

AND NOT IMPAIRED BY THE HTA PLAN

33.1 Impaired Classes: The Claims in Classes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 

15, 16, 17, and 20 are impaired and receiving distributions pursuant to the HTA Plan, and are 

therefore entitled to vote to accept or reject the HTA Plan; provided, however, that, based upon 

the elections made on the Ballot/Election Form, Class 19 is deemed to have accepted the HTA 

Plan. The Claims in Class 18 are impaired and not receiving a distribution pursuant to the HTA 

Plan and, therefore, Class 18 is deemed to have rejected the HTA Plan.

33.2 Unimpaired HTA Classes: Claims in Class 14 and 19 are unimpaired pursuant 

to the HTA Plan, are deemed to have accepted the HTA Plan and are not entitled to vote to 

accept or reject the HTA Plan.

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ARTICLE XXXIV

CONDITIONS PRECEDENT TO CONFIRMATION OF THE HTA PLAN

34.1 Conditions Precedent to Confirmation of the HTA Plan: Confirmation of the 

HTA Plan is subject to satisfaction of the following conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have certified an 

HTA Fiscal Plan consistent with the HTA Plan and shall have certified the submission of the

HTA Plan, and any modifications to the HTA Plan through the HTA Confirmation Date, in 

accordance with Sections 104(j) and 313 of PROMESA.

(b) Required Orders: The Clerk of the Title III Court shall have entered an 

order or orders (including, without limitation, the Disclosure Statement Order and the HTA 

Confirmation Order) providing for the following:

(i) Approving the Disclosure Statement as containing “adequate 

information” pursuant to section 1125 of the Bankruptcy Code;

(ii) Authorizing the solicitation of votes and elections with respect to 

the HTA Plan;

(iii) Determining that all votes and elections or deemed elections are 

binding and have been properly tabulated;

(iv) Confirming and giving effect to the terms and provisions of the 

HTA Plan, including the releases set forth in Article XLI of the HTA Plan;

(v) Determining that the compromises and settlements set forth in the 

HTA Plan are appropriate, reasonable and approved and authorizing the transactions 

contemplated therein;

(vi) Determining that all applicable tests, standards and burdens in 

connection with the HTA Plan have been duly satisfied and met by the Oversight Board, the 

Debtor and the HTA Plan;

(vii) Approving the documents in the Plan Supplement, other than the 

Reorganized HTA By-Laws, and determining that such documents are valid and binding on 

parties with respect thereto; and

(viii) Authorizing Reorganized HTA to execute, enter into, and deliver 

the documents in the Plan Supplement, and to execute, implement and take all actions otherwise 

necessary or appropriate to give effect to the transactions contemplated by the HTA Plan, and the 

documents in the Plan Supplement.

(c) Form of Orders: The HTA Confirmation Order and the HTA Plan are 

each in form and substance reasonably acceptable to the Oversight Board, AAFAF, the Debtor, 

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the HTA/CCDA PSA Creditors and, solely with respect to provisions affecting Classes 16 and 

19, the Creditors’ Committee.

(d) HTA Confirmation Order: The HTA Confirmation Order includes (i) 

determinations that all of the settlements and compromises contained in the HTA Plan satisfy 

applicable standards under sections 365, 1123(b)(3) and 1129 of the Bankruptcy Code and 

Bankruptcy Rule 9019, to the extent applicable, (ii) the releases, exculpations and injunctions set 

forth in Article XLI of the HTA Plan and (iii) the applicable provisions set forth in Section 

34.1(b) hereof.

34.2 Waiver of Conditions Precedent to Confirmation: Subject to the terms and 

provisions of the HTA/CCDA Plan Support Agreement and the HTA Committee Agreement, 

and to the extent practicable and legally permissible, each of the conditions precedent in Section 

34.1 hereof may be waived, in whole or in part, by the Oversight Board, subject to the prior 

written consent of the Debtor, and the Initial HTA/CCDA PSA Creditors, and solely with respect 

to the provisions affecting Classes 16 and 19, the Creditors’ Committee, which consent shall not 

be unreasonably withheld. Any such waiver of a condition precedent may be effected at any 

time by filing a notice thereof with the Title III Court executed by the Oversight Board.

ARTICLE XXXV

CONDITIONS PRECEDENT TO THE HTA EFFECTIVE DATE

35.1 Conditions Precedent to the HTA Effective Date: The occurrence of the HTA 

Effective Date and the substantial consummation of the HTA Plan are subject to satisfaction of 

the following conditions precedent:

(a) Fiscal Plan Certification: The Oversight Board shall have determined 

that the HTA Plan is consistent with the Debtor’s Fiscal Plan and shall have certified the 

submission of the HTA Plan, and any modifications to the HTA Plan through the HTA

Confirmation Date, in accordance with Sections 104(j) and 313 of PROMESA. The HTA Fiscal 

Plan certified as of the HTA Effective Date shall include provisions for the payment of principal 

and interest with respect to the New HTA Bonds and the Subordinated Indebtedness, including, 

without limitation, sinking fund payments.

(b) Entry of the HTA Confirmation Order: The Clerk of the Title III Court 

shall have entered the HTA Confirmation Order in accordance with Section 314 of PROMESA 

and section 1129 of the Bankruptcy Code, made applicable to the Title III Case pursuant to 

Section 301 of PROMESA, which shall be in form and substance reasonably acceptable to the 

Oversight Board, the Initial HTA/CCDA PSA Creditors, and the Creditors’ Committee and the 

HTA Confirmation Order shall provide for the following:

(i) Authorize the Debtor and Reorganized HTA, as the case may be, 

to take all actions necessary to enter into, implement, and consummate the contracts, 

instruments, releases, leases, indentures, and other agreements or documents created in 

connection with the HTA Plan;

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(ii) Decree that the provisions of the HTA Confirmation Order and the 

HTA Plan are nonseverable and mutually dependent;

(iii) Authorize the Debtor and Reorganized HTA, as the case may be, 

to (1) make all distributions and issuances as required under the HTA Plan and (2) enter into any 

agreements and transactions, as set forth in the Plan Supplement;

(iv) Authorize the implementation of the HTA Plan in accordance with 

its terms;

(v) Determine the New HTA Bonds Indenture, the New HTA Bonds, 

the Subordinated Indebtedness, and the covenants by Reorganized HTA, including, without 

limitation, the Toll Rate Covenant, for the benefit of the holders of the New HTA Bonds and the 

Subordinated Indebtedness, as provided in the New HTA Bonds Indenture, or the HTA 

Confirmation Order, as applicable, constitute valid, binding, legal and enforceable obligations of

Reorganized HTA under Puerto Rico, New York and federal law;

(vi) Determine that the New HTA Bonds Indenture, upon issuance of 

the Secured Obligations, including, without limitation, the Subordinated Indebtedness issued as a 

refinancing of the Commonwealth Loan, grants a first priority lien on and first priority security 

interest on all of Reorganized HTA’s legal and equitable right, title and interest in the Trust 

Estate to the Secured Obligations, subject only to (1) the terms and provisions of the New HTA 

Bonds Indenture establishing the Authority Expense Fund and the Arbitrage Rebate Fund, and 

(2) the senior lien and senior security interest granted in the Trust Estate for the benefit of 

holders of New HTA Bonds, which first-priority lien and first-priority security interest shall in 

all respects be senior and superior to the subordinate lien and subordinate security interest 

granted in the Trust Estate for the benefit of holders of Subordinated Indebtedness, in each case, 

as permitted by the HTA Enabling Act, and shall be deemed automatically perfected as of the 

HTA Effective Date and shall in any event be valid, binding, perfected, and enforceable against 

all Entities having claims of any kind in tort, contract or otherwise against Reorganized HTA or 

its assets, irrespective of whether such Entities have notice of such lien or security interest, 

without any further act or agreement by any Entity, and will be “closed” and shall remain in full 

force and effect until the Secured Obligations have been paid or satisfied in full in accordance 

with their terms;

(vii) Determine the HTA Confirmation Order is full, final, complete, 

conclusive and binding upon and shall not be subject to collateral attack or other challenge in any 

court or other forum by (1) the Debtor, (2) Reorganized HTA, (3) the Commonwealth and its 

instrumentalities, (4) each Entity asserting claims or other rights against HTA, the 

Commonwealth, or any other Commonwealth instrumentality, including each holder of a bond 

claim and each holder of a beneficial interest (directly or indirectly, as principal, agent, 

counterpart, subrogee, insurer or otherwise) in respect of bonds issued by the Debtor or any 

Commonwealth agency or with respect to any trustee, any collateral agent, any indenture trustee, 

any fiscal agent, and any bank that receives or holds funds related to such bonds, whether or not 

such claim or other rights of such Entity are impaired pursuant to the HTA Plan and, if impaired, 

whether or not such Entity accepted the HTA Plan, (5) any other Entity, and (6) each of the 

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foregoing’s respective heirs, successors, assigns, trustees, executors, administrators, officers, 

directors, agents, representatives, attorneys, beneficiaries or guardians;

(viii) Provide that the HTA Fiscal Plan, certified as of the HTA Effective 

Date, and any post-HTA Effective Date HTA Fiscal Plan include provisions for the payment in 

each FY of principal and interest payable on the New HTA Bonds and the Subordinated 

Indebtedness, including, without limitation, any sinking fund payments which may become due 

in such FY; 

(ix) Provide that the automatic stay in any future insolvency 

proceeding commenced on behalf of HTA (whether under Title III of PROMESA or otherwise) 

shall be deemed waived with respect to Net Receipts held in the funds and accounts established 

in accordance with the New HTA Bonds Indenture (other than the Net Receipts on deposit in the 

Arbitrage Rebate Fund established pursuant to the New HTA Bonds Indenture; 

(x) Determine that, consistent with the HTA Fiscal Plan and 

corresponding budget, the discharge of debt to occur as of the HTA Effective Date is necessary 

for the Oversight Board to certify that expenditures do not exceed revenues for HTA as 

determined in accordance with modified accrual accounting standards; 

(xi) Determine that the HTA Plan is consistent with the Debtor’s Fiscal 

Plans and satisfies Section 314(b)(7) of PROMESA;

(xii) Provide that no party, Person or Entity shall enact, adopt, or 

implement any law, rule, regulation, or policy that impedes, financially or otherwise, 

consummation and implementation of the transactions contemplated by the HTA Plan; 

(xiii) Provide that the Government Parties, including, without limitation, 

HTA and Reorganized HTA, individually and jointly, as appropriate, shall take any and all 

actions necessary to consummate the transactions contemplated by the HTA Plan; and 

(xiv) Provide that, in consideration for the structuring of payments to be 

made to holders of CW/HTA Claims, CW/Convention Center Claims, CW/PRIFA Rum Tax 

Claims and CW/MBA Claims, and in accordance with the terms and provisions of Section 6.1(d) 

of the HTA/CCDA Plan Support Agreement and the Commonwealth Confirmation Order, the 

Commonwealth shall make payments on the HTA Effective Date to Assured and National in the 

amounts of Thirty-Nine Million Three Hundred Thousand Dollars ($39,300,000.00) and

Nineteen Million Three Hundred Thousand Dollars ($19,300,000.00), respectively. 

(c) No Injunction: The HTA Confirmation Order shall not be stayed in any 

respect.

(d) Authorizations: All (1) authorizations, consents, regulatory approvals, 

rulings, or documents, if any, that are necessary to implement and effectuate the HTA Plan, have 

been obtained or enacted or entered and not revoked or reversed, and (2) except to the extent 

expressly provided herein and not inconsistent with any other provision of the HTA Plan, unless 

otherwise permitted or required by PROMESA or similar authority, completion of any other 

required legislative or other governmental action required to consummate the HTA Plan.

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(e) Execution of Documents; Other Actions: All actions and all contracts,

instruments, settlements, releases and other agreements or documents, including Definitive 

Documents, necessary to implement the terms and provisions of the HTA Plan are effected or 

executed and delivered, as applicable, and are in full force and effect.

(f) Opinions: Usual and customary legal opinions for issuances of the type 

similar to the New HTA Bonds by outside counsel to the Debtor covering matters not expressly 

addressed in the HTA Confirmation Order, in form and substance reasonably acceptable to the

Initial HTA/CCDA PSA Creditors, have been delivered to the applicable trustee or other parties 

regarding the Definitive Documents and the HTA Plan.

(g) Lift Stay Motions and Clawback Actions: The clawback funds at issue 

in the Lift Stay Motions and the Clawback Actions have been determined by the Title III Court 

to constitute property of the Commonwealth.

(h) Commonwealth Effective Date: The Commonwealth Effective Date 

shall have occurred.

(i) HTA Clawback CVI: In accordance with the decretal paragraph 34(f) of 

the Commonwealth Confirmation Order, the HTA Clawback CVI shall have been distributed to 

the applicable Creditors.

(j) HTA Interim Distribution: In accordance with decretal paragraph 52 of 

the Commonwealth Confirmation Order, including, without limitation, the satisfaction of 

conditions set forth therein, HTA shall have made interim distributions to holders of HTA 68 

Bond Claims, HTA 68 Bond Claims (Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond 

Claims (National), HTA 98 Senior Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 

98 Senior Bond Claims (Assured), HTA 98 Senior Bond Claims (FGIC) and HTA 98 Senior 

Bond Claims (National) in the amounts of One Hundred Eighty-Four Million Eight Hundred 

Thousand Dollars ($184,800,000.00) and Seventy-Nine Million Two Hundred Thousand Dollars 

($79,200,000.00), respectively, in Cash; provided, however, that, for purposes of this Section 

34.1(j), the applicable Monolines shall constitute the holders of the HTA 68 Bond Claims 

(Ambac), HTA 68 Bond Claims (Assured), HTA 68 Bond Claims (National), HTA 98 Senior 

Bond Claims, HTA 98 Senior Bond Claims (Ambac), HTA 98 Senior Bond Claims (Assured), 

and HTA 98 Senior Bond Claims (National) arising from the HTA Bonds insured or owned by 

any such Monoline, if any, in accordance with Section 301(c)(3) of PROMESA; and, provided, 

further, that, notwithstanding the foregoing, (i) with respect to any HTA 98 Senior Bond Claims 

(FGIC) arising from HTA 98 Senior Bonds (or related payment rights) owned by FGIC, HTA 

shall have made such distribution to FGIC, and (ii) with respect to any HTA 98 Senior Bond 

Claims (FGIC) arising from HTA 98 Senior Bonds insured, but not owned, by FGIC, HTA shall 

have made such interim distribution to the beneficial owners of such HTA 98 Senior Bonds. 

35.2 Waiver of Conditions Precedent: Subject to the provisions of the HTA/CCDA

Plan Support Agreement, the Oversight Board may waive any of the conditions to the HTA

Effective Date set forth in Section 35.1 hereof at any time without any notice to any other parties 

in interest, other than the HTA/CCDA PSA Creditors, the Creditors’ Committee and the 

Government Parties, and without any further notice to or action, order, or approval of the Title 

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III Court, and without any formal action other than proceeding to confirm and consummate the 

HTA Plan; provided, however, that, subject to the terms and provisions of the HTA Committee 

Agreement, each of the conditions precedent in Section 35.1 hereof with respect to the provisions 

affecting Classes 16 and 19, may be waived, in whole or in part, by the Oversight Board subject 

to the prior written consent of the Creditors’ Committee, which consent shall not be 

unreasonably withheld.

35.3 Effect of Non-Occurrence of Conditions to HTA Effective Date: If prior to the 

HTA Effective Date, the HTA Confirmation Order is vacated pursuant to a Final Order, then, 

except as provided in a Final Order vacating the HTA Confirmation Order, the HTA Plan will be 

null and void in all respects, and nothing contained in the HTA Plan or Disclosure Statement 

shall: (a) constitute a waiver or release of any Claims, or Causes of Action; (b) prejudice in any 

manner the rights of the Debtor, the Oversight Board, the Creditors’ Committee, or any other 

Entity; or (c) constitute an admission, acknowledgment, offer, or undertaking of any sort by the 

Debtor, the Oversight Board, the Creditor’s Committee, or any other Entity.

ARTICLE XXXVI

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE HTA PLAN

36.1 Modification of HTA Plan: Subject to (a) Sections 104(j) and 313 of 

PROMESA and sections 942 and 1127(d) of the Bankruptcy Code, applicable to the Title III 

Case pursuant to Section 301 of PROMESA, and (b) the terms and provisions of the

HTA/CCDA Plan Support Agreement and the HTA Committee Agreement, the Oversight Board 

may alter, amend or modify the HTA Plan or the Exhibits at any time prior to or after the HTA 

Confirmation Date but prior to the HTA Effective Date. A holder of a Claim that has accepted 

the HTA Plan shall be deemed to have accepted the HTA Plan as altered, amended or modified 

so long as the proposed alteration, amendment or modification does not materially and adversely 

change the treatment of the Claim of such Holder.

36.2 Revocation or Withdrawal:

(a) Subject to the terms and provisions of the HTA/CCDA Plan Support 

Agreement and the HTA Committee Agreement, the HTA Plan may be revoked or withdrawn 

prior to the HTA Confirmation Date by the Oversight Board.

(b) If the HTA Plan is revoked or withdrawn prior to the HTA Confirmation 

Date, or if the HTA Plan does not become effective for any reason whatsoever, then the HTA 

Plan shall be deemed null and void. In such event, nothing contained herein shall be deemed to 

constitute a waiver or release of any claim by the Debtor or any other Entity, or to prejudice in 

any manner the rights of the Debtor or any other Entity in any further proceeding involving the 

Debtor.

36.3 Amendment of Plan Documents: From and after the HTA Effective Date, the 

authority to amend, modify, or supplement the Plan Supplement, the Exhibits to the Plan 

Supplement and the Exhibits to the HTA Plan, and any document attached to any of the 

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foregoing, shall be as provided in such Plan Supplement, Exhibit to the Plan Supplement, or 

Exhibit to the HTA Plan and their respective attachments, as the case may be.

36.4 No Admission of Liability:

(a) The submission of this HTA Plan is not intended to be, nor shall it be 

construed as, an admission or evidence in any pending or subsequent suit, action, proceeding or 

dispute of any liability, wrongdoing, or obligation whatsoever (including as to the merits of any 

claim or defense) by any Entity with respect to any of the matters addressed in this HTA Plan.

(b) None of this HTA Plan (including, without limitation, the Exhibits hereto), 

or any settlement entered, act performed or document executed in connection with this HTA 

Plan: (i) is or may be deemed to be or may be used as an admission or evidence of the validity of 

any claim, or any allegation made in any of the Related Actions or of any wrongdoing or liability 

of any Entity; (ii) is or may be deemed to be or may be used as an admission or evidence of any 

liability, fault or omission of any Entity in any civil, criminal or administrative proceeding in any 

court, administrative agency or other tribunal; (iii) is or may be deemed to be or used as an 

admission or evidence against Reorganized HTA, the Debtor, or any other Entity with respect to 

the validity of any Claim. None of this HTA Plan or any settlement entered, act performed or 

document executed in connection with this HTA Plan shall be admissible in any proceeding for 

any purposes, except to carry out the terms of this HTA Plan or enforce any such agreement, and 

except that, once confirmed, any Entity may file this HTA Plan in any action for any purpose, 

including, but not limited to, in order to support a defense or counterclaim based on the 

principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or 

reduction or any other theory of claim preclusion or issue preclusion or similar defense of 

counterclaim.

ARTICLE XXXVII

CORPORATE GOVERNANCE AND 

MANAGEMENT OF REORGANIZED HTA

37.1 Corporate Action: On the HTA Effective Date, all matters provided for under 

the HTA Plan that would otherwise require approval of the directors of the Debtor or

Reorganized HTA, including, without limitation, to the extent applicable, the authorization to 

issue or cause to be issued the New HTA Bonds, the authorization to enter into the Definitive 

Documents, the adoption of Reorganized HTA By-Laws, and the election or appointment, as the 

case may be, of directors and officers of Reorganized HTA pursuant to the HTA Plan, as 

applicable, shall be authorized and approved in all respects, in each case, in accordance with the 

New HTA Bonds Indenture, and the new corporate governance documents, as applicable, and 

without further action by any Entity under any other applicable law, regulation, order, or rule. 

Other matters provided under the HTA Plan involving the corporate structure of Reorganized 

HTA or corporate action by Reorganized HTA, as applicable, shall be deemed to have occurred, 

be authorized, and shall be in effect in accordance with the New HTA Bonds Indenture, and the 

new corporate governance documents, as applicable, and without requiring further action by any 

Entity under any other applicable law, regulation, order, or rule. Without limiting the foregoing, 

from and after the HTA Confirmation Date, the Debtor and Reorganized HTA shall take any and 

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all actions deemed appropriate in order to consummate the transactions contemplated herein in 

accordance with the New HTA Bonds Indenture, and the new corporate governance documents, 

as applicable.

37.2 Amendment of By-Laws: The by-laws of Reorganized HTA shall be amended 

as of the HTA Effective Date to provide substantially as set forth in Reorganized HTA By-Laws. 

37.3 Directors of Reorganized HTA: On the HTA Effective Date, and pursuant to 

the terms and provisions of Section 37.2 hereof, the Reorganized HTA By-Laws shall provide 

that the board of directors of Reorganized HTA shall be appointed consistent with the terms and 

provisions of the HTA Enabling Act. The initial directors shall be disclosed prior to the HTA

Confirmation Hearing. In the event that, during the period from the HTA Confirmation Hearing 

up to and including the HTA Effective Date, circumstances require the substitution of one (1) or 

more persons selected to serve on the board of directors of Reorganized HTA, the Governor of 

the Commonwealth, upon consultation with the Oversight Board, shall choose a substitute 

consistent with the independence and qualification standards set forth above and the Debtor shall 

file a notice thereof with the Title III Court and, for purposes of section 1129 of the Bankruptcy 

Code, any such replacement person, designated in accordance with the requirements of the 

immediately preceding sentence, shall be deemed to have been selected and disclosed prior to the 

HTA Confirmation Hearing. The Reorganized HTA amended corporate governance documents 

shall provide that all board members shall owe a fiduciary duty to Reorganized HTA as 

consistent with Puerto Rico law and its Constitution. 

37.4 Officers of Reorganized HTA: To the extent applicable, the board of directors 

of Reorganized HTA shall elect officers of Reorganized HTA as of or after the HTA Effective 

Date.

ARTICLE XXXVIII

PROVISIONS REGARDING OVERSIGHT BOARD AND

COMPLIANCE WITH PROMESA

38.1 Effect of Confirmation: Nothing in this HTA Plan or the HTA Confirmation 

Order shall discharge, substitute, alter or otherwise modify the powers and responsibilities of the 

Oversight Board pursuant to PROMESA or the obligations of Reorganized HTA under 

PROMESA. From and after the HTA Effective Date, Reorganized HTA shall continue to have 

all of their obligations pursuant to PROMESA, including, without limitation, the terms and 

conditions of Titles I and II thereof.

38.2 Ongoing Role of the Oversight Board: Nothing in the HTA Plan or the HTA 

Confirmation Order shall discharge any or all obligations of the Debtor under PROMESA and, 

from and after the HTA Effective Date, the Oversight Board’s powers and responsibilities under 

PROMESA shall continue, and the Debtor’s duties and obligations shall continue and be 

unaffected by the HTA Plan and the consummation thereof.

38.3 Preemption of Laws: As of the HTA Effective Date, and to the extent not 

previously preempted pursuant to an order of the Title III Court, provisions of Commonwealth 

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laws that affect the Debtor or Reorganized HTA and are inconsistent with PROMESA shall be 

preempted for the reasons, and to the extent, set forth in Exhibit “A” to the Findings of Fact and 

Conclusions of Law, such preempted laws, rules and regulations include, without limitation, (a) 

pursuant to Section 4 of PROMESA, all laws, rules, and regulations (or such portions thereof) of 

the Commonwealth of Puerto Rico to the extent they give rise to obligations of the Debtor 

discharged by the HTA Plan and the HTA Confirmation Order pursuant to PROMESA, and such 

discharge shall prevail over any general or specific provisions of territory laws, rules, and 

regulations, and (b) laws enacted prior to June 30, 2016, to the extent they provide for transfers

or other appropriations after the enactment of PROMESA, including transfers from the Debtor or 

Reorganized HTA to the Commonwealth or any agency or instrumentality, whether to enable 

such agency or instrumentality to pay or satisfy indebtedness or for any other purpose, are 

preempted to the extent inconsistent with the HTA Plan’s discharge of the Debtor’s obligations 

and all such laws shall not be enforceable to the extent they are inconsistent with the HTA Plan’s 

discharge of the Debtor’s obligations or any of the transactions contemplated by the HTA Plan. 

Without in any way limiting the foregoing, (y) the Commonwealth laws preempted by 

PROMESA that affect the Debtor include, without limitation, those listed on Exhibit “F” hereto 

for the reasons and to the extent set forth in Exhibit “A” to the Findings of Fact and Conclusions 

of Law, and (z) all litigation in which any Government Party is a defendant, over whether 

Commonwealth law listed on Exhibit “F” hereto is preempted by PROMESA shall be dismissed, 

with prejudice, as of the HTA Effective Date and the parties thereto shall provide the Oversight 

Board prompt notice of such dismissal. For the avoidance of doubt, the non-inclusion of a

payment obligation arising from a valid law in a certified Fiscal Plan or HTA budget is not a 

basis for disallowance of such obligation to the extent the claim arising therefrom otherwise 

satisfies the requirements for allowance of a claim under the relevant provisions of the 

Bankruptcy Code. 

ARTICLE XXXIX

PROVISIONS REGARDING CREDITORS’ COMMITTEE

39.1 Dissolution of Creditors’ Committee: On the HTA Effective Date, the 

Creditors’ Committee shall be (a) dissolved and be deemed to have satisfied all of its respective 

duties and obligations, and (b) released and discharged from any action or activity taken, or 

required to be taken, in connection with the Title III Case; provided, however, that (x) in the 

event that an appeal of the HTA Confirmation Order is taken, the Creditors’ Committee shall not

be dissolved until the HTA Confirmation Order becomes a Final Order, (y) the Creditors’

Committee shall not be dissolved with respect to its duties and obligations in connection with 

PREPA’s Title III case, and (z) the Creditors’ Committee shall be entitled to defend applications 

for allowance of compensation and reimbursement of expenses of their respective professionals. 

To the extent that, as of the date immediately prior to the HTA Effective Date, the Creditors’

Committee was a party to a contested matter or adversary proceeding in connection with the 

Title III Case, including, without limitation, the Debt Related Objections, the Invalidity Actions, 

the Lien Challenge Actions, the Appointments Clause Litigation, the Uniformity Litigation, the 

Clawback Actions, the Lift Stay Motions, and any objection to claim, from and after the HTA 

Effective Date and to the extent not already a party thereto, Reorganized HTA shall be deemed 

to have assumed such role and responsibility in connection with such contested matter and, upon 

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such assumption, the Creditors’ Committee shall be relieved of any role, responsibility or 

obligation with respect thereto. 

ARTICLE XL

RETENTION OF JURISDICTION

40.1 Retention of Jurisdiction: The Title III Court shall retain and have exclusive 

jurisdiction over any matter arising under PROMESA, arising in or related to, the Title III Case

and the HTA Plan, or that relates to the following:

(a) to allow, disallow, determine, liquidate, classify, estimate, or establish the 

priority, secured or unsecured status, or amount of any Claim not compromised or settled hereby, 

including, without limitation, the resolution of any request for payment of any Claim and the 

resolution of any and all objections to the secured or unsecured status, priority, amount, or 

allowance of Claims not compromised or settled hereby;

(b) to resolve any matters related to Executory Contracts or Unexpired 

Leases, including, without limitation, (a) the assumption or assumption and assignment of any 

Executory Contract or Unexpired Lease to which the Debtor is a party or with respect to which 

the Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising 

therefrom, including pursuant to section 365 of the Bankruptcy Code; (b) any potential 

contractual obligation under any Executory Contract or Unexpired Lease that is assumed or 

assumed and assigned; and (c) any dispute regarding whether a contract or lease is or was 

executory or expired;

(c) to ensure that distributions to holders of Allowed Claims are accomplished 

pursuant to the provisions of the HTA Plan and adjudicate any and all disputes arising from or 

relating to distributions under the HTA Plan;

(d) to adjudicate, decide, or resolve any motions, adversary proceedings, 

contested or litigated matters, and any other matters, and grant or deny any applications 

involving the Debtor or Reorganized HTA that may be pending on the HTA Effective Date or

brought thereafter;

(e) to decide and resolve all matters related to the granting and denying, in 

whole or in part, any applications for allowance of compensation or reimbursement of expenses 

to Professionals authorized pursuant to PROMESA, the HTA Plan or orders entered by the 

Title III Court;

(f) to enter and implement such orders as may be necessary or appropriate to 

execute, implement, consummate or enforce the provisions of (i) contracts, instruments, releases, 

indentures, and other agreements or documents approved by Final Order in the Title III Case, 

solely to the extent that any such document does not provide for another court or courts to have 

exclusive jurisdiction, and (ii) the HTA Plan, the HTA Confirmation Order, the Definitive 

Documents and any other contracts, instruments, securities, releases, indentures, and other 

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agreements or documents created in connection with the HTA Plan, solely to the extent that any 

such document does not provide for another court or courts to have exclusive jurisdiction;

(g) to resolve any cases, controversies, suits, disputes or other challenges of 

any kind that may arise in connection with the consummation, interpretation or enforcement of 

the HTA Plan, the HTA Confirmation Order, the Definitive Documents or any other contract, 

instrument, security, release or other agreement or document that is entered into or delivered 

pursuant to the HTA Plan or any Entity’s rights arising from or obligations incurred in 

connection with the HTA Plan or such documents, solely to the extent that any such document 

does not provide for another court or courts to have exclusive jurisdiction;

(h) to approve any modification of the HTA Plan or approve any modification 

of the HTA Confirmation Order or any contract, instrument, security, release or other agreement 

or document created in connection with the HTA Plan or the HTA Confirmation Order, or 

remedy any defect or omission or reconcile any inconsistency in any order, the HTA Plan, the 

HTA Confirmation Order or any contract, instrument, security, release or other agreement or 

document created in connection with the HTA Plan or the HTA Confirmation Order, or enter any 

order in aid of confirmation pursuant to sections 945 and 1142(b) of the Bankruptcy Code, in 

such manner as may be necessary or appropriate to consummate the HTA Plan;

(i) to adjudicate, decide or resolve any matters relating to the Debtor’s

compliance with the HTA Plan and the HTA Confirmation Order consistent with section 945 of 

the Bankruptcy Code;

(j) to determine any other matters that may arise in connection with or relate 

to the HTA Plan, the Disclosure Statement, the HTA Confirmation Order, Definitive Documents, 

or any contract, instrument, security, release or other agreement or document created, entered 

into or delivered in connection with the HTA Plan, the Disclosure Statement or the HTA 

Confirmation Order, in each case, solely to the extent that any such document does not provide 

for another court or courts to have exclusive jurisdiction;

(k) to enter and implement other orders, or take such other actions as may be 

necessary or appropriate to enforce or restrain interference by any Entity with consummation or 

enforcement of the HTA Plan or the HTA Confirmation Order, including, without limitation, the

provisions of Sections 41.2 and 41.3 hereof;

(l) to adjudicate any and all controversies, suits or issues that may arise 

regarding the validity of any actions taken by any Entity pursuant to or in furtherance of the 

HTA Plan or HTA Confirmation Order, including, without limitation, issuance of the New HTA

Bonds and enter any necessary or appropriate orders or relief in connection with such 

adjudication; 

(m) to enter and implement such orders as are necessary or appropriate if the 

HTA Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

(n) to enter an order or final decree concluding or closing the Title III Case

pursuant to section 945(b) of the Bankruptcy Code;

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(o) to resolve disputes that may arise between the Oversight Board or 

AAFAF, as the case may be, and the two (2) Creditors’ Committee appointees to the Avoidance 

Actions Trust Board in accordance with the provisions of Section 32.1(b) of the HTA Plan;

(p) to enforce and clarify any orders previously entered by the Title III Court 

in the Title III Case; and

(q) to hear any other matter over which the Title III Court has jurisdiction 

under Sections 305 and 306 of PROMESA.

ARTICLE XLI

MISCELLANEOUS PROVISIONS

41.1 Title to Assets: Except as provided in the HTA Confirmation Order, on the HTA 

Effective Date, title to all Assets and properties of the Debtor encompassed by the HTA Plan 

shall vest in Reorganized HTA, free and clear of all Liens, including, without limitation, any 

Lien upon or security interest in the SIB Account, but expressly excluding Liens granted 

pursuant to the HTA Plan and the HTA Confirmation Order.

41.2 Discharge and Release of Claims and Causes of Action:

(a) Except as expressly provided in the HTA Plan or the HTA Confirmation 

Order, all distributions and rights afforded under the HTA Plan shall be, and shall be deemed to 

be, in exchange for, and in complete satisfaction, settlement, discharge and release of, all Claims 

or Causes of Action against the Debtor and Reorganized HTA that arose, in whole or in part, 

prior to the HTA Effective Date, relating to the Title III Case, the Debtor or Reorganized HTA or 

any of their respective Assets, property, or interests of any nature whatsoever, including any 

interest accrued on such Claims from and after the HTA Petition Date, and regardless of whether 

any property will have been distributed or retained pursuant to the HTA Plan on account of such 

Claims or Causes of Action; provided, however, that, without prejudice to the exculpation rights 

set forth in Section 41.7 hereof, nothing contained in the HTA Plan or the HTA Confirmation 

Order is intended, nor shall it be construed, to be a grant of a non-consensual third party release 

of the HTA/CCDA PSA Creditors and their respective Related Persons by Creditors of the 

Debtor. Upon the HTA Effective Date, the Debtor and Reorganized HTA shall be deemed 

discharged and released from any and all Claims, Causes of Action and any other debts that 

arose, in whole or in part, prior to the HTA Effective Date, and Claims of the kind specified in 

sections 502(g), 502(h) or 502(i) of the Bankruptcy Code and PROMESA Section 407, whether 

or not (a) a proof of claim based upon such Claim is filed or deemed filed under section 501 of 

the Bankruptcy Code, (b) such Claim is allowed under section 502 of the Bankruptcy Code and 

PROMESA Section 407 (or is otherwise resolved), or (c) the holder of a Claim based upon such 

debt voted to accept the HTA Plan. For the avoidance of doubt, nothing contained herein or in 

the HTA Confirmation Order shall release, discharge or enjoin any claims or causes of action 

against PREPA arising from or related to PREPA-issued bonds, including, without limitation, 

Monoline-issued insurance pertaining thereto, and PREPA is not releasing any claims or causes 

of action against any non-Debtor Entity. Claims and causes of action against PREPA arising 

from or related to PREPA-issued bonds, and releases against PREPA and its assets shall be 

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addressed in PREPA’s Title III case, including, without limitation, any plan of adjustment 

therein. 

(b) Except as expressly provided in the HTA Plan or the HTA Confirmation 

Order, all Entities shall be precluded from asserting any and all Claims against the Debtor and 

Reorganized HTA, and each of their respective Assets, property and rights, remedies, Claims or 

Causes of Action or liabilities of any nature whatsoever, relating to the Title III Case, the Debtor 

or Reorganized HTA or any of their respective Assets and property, including any interest 

accrued on such Claims from and after the HTA Petition Date, and regardless of whether any 

property will have been distributed or retained pursuant to the HTA Plan on account of such 

Claims or other obligations, suits, judgments, damages, debts, rights, remedies, causes of action 

or liabilities. In accordance with the foregoing, except as expressly provided in the HTA Plan or 

the HTA Confirmation Order, the HTA Confirmation Order shall constitute a judicial 

determination, as of the HTA Effective Date, of the discharge and release of all such Claims, 

Causes of Action or debt of or against the Debtor and Reorganized HTA pursuant to sections 524 

and 944 of the Bankruptcy Code, applicable to the Title III Case pursuant to Section 301 of 

PROMESA, and such discharge shall void and extinguish any judgment obtained against the 

Debtor or Reorganized HTA and their respective Assets, and property at any time, to the extent 

such judgment is related to a discharged Claim, debt or liability. As of the HTA Effective Date, 

and in consideration for the value provided under the HTA Plan, each holder of a Claim in any 

Class under this HTA Plan shall be and hereby is deemed to release and forever waive and 

discharge as against the Debtor and Reorganized HTA, and their respective Assets and property 

and all such Claims.

(c) Notwithstanding any other provisions of this Section 41.2, in accordance 

with the provisions of the HTA/CCDA Plan Support Agreement, each of the HTA/CCDA PSA 

Creditors and their respective Related Persons, solely in their capacity as HTA/CCDA PSA

Creditors of the Debtor, shall (i) be deemed to have released and covenanted not to sue or 

otherwise pursue or seek to recover damages or to seek any other type of relief against any of the 

Government Releasees based upon, arising from or relating to the Government Released Claims 

or any of the Claims or Causes of Action asserted or which could have been asserted, including, 

without limitation, in the Clawback Actions and the Lift Stay Motions, and (ii) not directly or 

indirectly aid any person in taking any action with respect to the Government Released Claims 

that is prohibited by this Section 41.2.

(d) SEC Limitation. Notwithstanding anything contained herein or in the 

HTA Confirmation Order to the contrary, no provision shall (i) preclude the SEC from enforcing 

its police or regulatory powers, or (ii) enjoin, limit, impair or delay the SEC from commencing 

or continuing any claims, causes of action, proceedings or investigations against any non-debtor 

person or non-debtor entity in any forum. 

(e) United States Limitation. Notwithstanding anything contained herein or in 

the HTA Confirmation Order to the contrary, no provision shall (i) impair the United States, its 

agencies, departments, or agents, or in any manner relieve the Debtor or Reorganized HTA, as 

the case may be, from compliance with federal laws or territorial laws and requirements 

implementing a federally authorized or federally delegated program protecting the health, safety, 

and environment of persons in such territory, (ii) expand the scope of any discharge, release, or

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injunction to which the Debtor or Reorganized HTA are entitled under Title III, and (iii) 

discharge, release, enjoin, or otherwise bar (A) any liability of the Debtor or Reorganized HTA

to the United States arising from and after the HTA Effective Date, (B) any liability to the United 

States that is not a Claim, (C) any affirmative defense or any right of setoff or recoupment of the 

United States, the Debtor or Reorganized HTA, as the case may be, and such rights of setoff and 

recoupment of such parties are expressly preserved, (D) the continued validity of the obligations 

of the United States, the Debtor or Reorganized HTA, as the case may be, under any United 

States grant or cooperative assistance agreement, (E) the Debtor’s or Reorganized HTA’s

obligations arising under federal police or regulatory laws, including, but not limited to, laws 

relating to the environment, public health or safety, or territorial laws implementing such federal 

legal provisions, including, but not limited to, compliance obligations, requirements under 

consent decrees or judicial orders, and obligations to pay associated administrative, civil, or other 

penalties, and (F) any liability to the United States on the part of any non-debtor. Without 

limiting the foregoing, nothing contained herein or in the HTA Confirmation Order shall be 

deemed (i) to determine the tax liability of any Entity, including, but not limited to, the Debtor

and Reorganized HTA, (ii) to be binding on the IRS with regard to the federal tax liabilities, tax 

status, or tax filing and withholding obligations of any entity, including, but not limited to, the 

Debtor and Reorganized HTA, (iii) to release, satisfy, discharge, or enjoin the collection of any 

claim of the IRS against any Entity other than the Debtor and Reorganized HTA, and (iv) to 

grant any relief to any Entity that the Court is prohibited from granting the Declaratory Judgment 

Act, 28 U.S.C. § 2201(a), or the Tax Anti-Injunction Act, 26 U.S.C. § 7421(a). 

(f) Underwriter Actions. Notwithstanding anything contained herein or in the 

HTA Confirmation Order to the contrary, including, without limitation, Sections 41.2, 41.3 and 

41.11 of the HTA Plan, except as may be precluded pursuant to the provisions of PROMESA, 

nothing in the HTA Plan, the HTA Confirmation Order or any HTA Plan-related document set 

forth in the Plan Supplement is intended, nor shall it be construed, to impair, alter, modify, 

diminish, prohibit, bar, restrain, enjoin, release, reduce, eliminate or limit the rights of the 

plaintiffs and defendants, including, without limitation, the parties to the Underwriter Actions, 

from asserting their respective rights, claims, causes of action and defenses in the Underwriter 

Actions, including, but not limited to, any Claims, defenses, Causes of Action, and rights of 

setoff or recoupment (to the extent available), or any rights to allocate responsibility or liability 

or any other basis for the reduction of (or credit against) any judgment in connection with the 

Underwriter Actions (collectively, the “Defensive Rights”); provided, however, that, for the 

avoidance of doubt, in no event shall any Defensive Rights be used to obtain or result in the 

affirmative payment of money or the affirmative delivery of property to any plaintiff, defendant

and, to the extent named, third party defendant by the Debtor, Reorganized HTA, PREPA, the 

Commonwealth, or any other agency or instrumentality of the Commonwealth in connection 

with an Underwriter Action; and, provided, further, that no party in the Underwriter Actions, 

including, without limitation, plaintiffs, defendants, and, to the extent named third-party 

defendants, shall be permitted to assert: (i) against the Debtor or Reorganized HTA any Claim or 

Cause of Action for purposes of obtaining an affirmative monetary recovery that otherwise is 

barred or discharged pursuant to the Bar Date Orders, the HTA Plan, and/or the HTA 

Confirmation Order; and/or (ii) against the Debtor, Reorganized HTA, PREPA, the 

Commonwealth, or any other agency or instrumentality of the Commonwealth any Claims or 

counterclaims for purposes of obtaining an affirmative monetary recovery, including, without 

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limitation, for indemnification, contribution, reimbursement, set-off or similar theories, to the 

extent asserted for purposes of obtaining an affirmative monetary recovery, which Claims or 

counterclaims shall be deemed disallowed, barred, released and discharged in accordance with 

the terms and provision of the HTA Plan and the HTA Confirmation Order; and, provided, 

further, that nothing herein or in the HTA Confirmation Order is intended, nor shall it be 

construed, to prohibit, preclude, bar, modify, or limit in any way the ability of any defendant in 

any Underwriter Action to assert Defensive Rights for the purpose of reducing, eliminating, or 

limiting the amount of any liability or judgment in any Underwriter Action. The parties in the 

Underwriter Actions shall be permanently barred, enjoined, and restrained from commencing, 

prosecuting, or asserting, against the Debtor, Reorganized HTA, PREPA, the Commonwealth, or 

any other agency or instrumentality of the Commonwealth any Claims or counterclaims for 

purposes of obtaining an affirmative monetary recovery, including, without limitation,

indemnification, contribution, reimbursement, set-off or similar theories, to the extent asserted 

for purposes of obtaining an affirmative monetary recovery based upon, arising from or related 

to the Underwriter Actions, whether or not such Claim or counterclaim is or can be asserted in a 

court, an arbitration, an administrative agency or forum, or in any other manner. 

41.3 Injunction on Claims: Except as otherwise expressly provided in the HTA Plan, 

including, without limitation, Section 19.1 hereof, the HTA Confirmation Order or such other 

Final Order of the Title III Court that may be applicable, all Entities who have held, hold or may 

hold Claims or any other debt or liability that is discharged or released pursuant to Section 41.2

hereof or who have held, hold or may hold Claims or any other debt or liability that is discharged 

or released pursuant to Section 41.2 hereof are permanently enjoined, from and after the HTA 

Effective Date, from (a) commencing or continuing, directly or indirectly, in any manner, any 

action or other proceeding (including, without limitation, any judicial, arbitral, administrative or 

other proceeding) of any kind on any such Claim or other debt or liability that is discharged 

pursuant to the HTA Plan against any of the Released Parties or any of their respective assets or 

property, (b) the enforcement, attachment, collection or recovery by any manner or means of any 

judgment, award, decree or order against any of the Released Parties or any of their respective 

assets or property on account of any Claim or other debt or liability that is discharged pursuant to 

the HTA Plan, (c) creating, perfecting, or enforcing any encumbrance of any kind against any of 

the Released Parties or any of their respective assets or property on account of any Claim or 

other debt or liability that is discharged pursuant to the HTA Plan, and (d) except to the extent 

provided, permitted or preserved by sections 553, 555, 556, 559, or 560 of the Bankruptcy Code 

or pursuant to the common law right of recoupment, asserting any right of setoff, subrogation or 

recoupment of any kind against any obligation due from any of the Released Parties or any of 

their respective assets or property, with respect to any such Claim or other debt or liability that is 

discharged pursuant to the HTA Plan. Such injunction shall extend to all successors and assigns 

of the Released Parties and their respective assets and property.

41.4 Integral to HTA Plan: Each of the discharge, injunction, exculpation and release 

provisions provided in this Article XLI is an integral part of the HTA Plan and is essential to its 

implementation. Each of the Released Parties shall have the right to independently seek the 

enforcement of the discharge, injunction and release provisions set forth in this Article XLI.

41.5 Releases by the Debtor and Reorganized HTA: Except as otherwise expressly 

provided in the HTA Plan or the HTA Confirmation Order, on the HTA Effective Date, and for 

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good and valuable consideration, each of the Debtor and Reorganized HTA, the Disbursing 

Agent and each of the Debtor’s and Reorganized HTA’s Related Persons shall be deemed to 

have and hereby does irrevocably and unconditionally, fully, finally and forever waive, release, 

acquit, and discharge the Released Parties from any and all Claims or Causes of Action that the 

Debtor, Reorganized HTA, and the Disbursing Agent, or any of them, or anyone claiming 

through them, on their behalf or for their benefit, have or may have or claim to have, now or in 

the future, against any Released Party that are Released Claims.

41.6 Injunction Related to Releases: As of the HTA Effective Date, all Entities that 

hold, have held, or may hold a Released Claim that is released pursuant to Section 41.2 of the 

HTA Plan, are, and shall be, permanently, forever and completely stayed, restrained, prohibited, 

barred and enjoined from taking any of the following actions, whether directly or indirectly, 

derivatively or otherwise, on account of or based on the subject matter of such discharged 

Released Claims: (i) commencing, conducting or continuing in any manner, directly or 

indirectly, any suit, action or other proceeding (including, without limitation, any judicial, 

arbitral, administrative or other proceeding) in any forum; (ii) enforcing, attaching (including, 

without limitation any prejudgment attachment), collecting, or in any way seeking to recover any 

judgment, award, decree, or other order; (iii) creating, perfecting or in any way enforcing in any 

matter, directly or indirectly, any Lien; (iv) setting off, seeking reimbursement or contributions 

from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any 

amount against any liability or obligation owed to any Entity released under Section 41.2 hereof; 

and (v) commencing or continuing in any manner, in any place or any judicial, arbitration or 

administrative proceeding in any forum, that does not comply with or is inconsistent with the 

provisions of the HTA Plan or the HTA Confirmation Order. For the avoidance of doubt, the 

following stipulations will terminate upon the entry of the HTA Confirmation Order: (i) the 

Fourth Amended Stipulation Between the Commonwealth of Puerto Rico and the Puerto Rico 

Highways and Transpiration Authority Regarding the Tolling of Statute of Limitations and 

Consent Order [Case No. 173283-LTS, ECF No. 15854], as amended; and (ii) the Fourth 

Amended Stipulation and Consent Order Between Title III Debtors (Other Than COFINA) and 

the Puerto Rico Fiscal Agency and Financial Advisory Authority Acting on Behalf of the 

Governmental Entities Listed on Appendix “B” Regarding the Tolling of Statute of Limitations 

[Case No. 17-3283-LTS, ECF No. 17394], as amended. 

41.7 Exculpation:

(a) Government Parties: The Oversight Board, AAFAF, the Debtor, and 

each of their respective Related Persons, solely acting in its capacity as such at any time up to 

and including the HTA Effective Date, shall not have or incur any liability to any Entity for any 

act taken or omitted to be taken in connection with the Title III Case, the formulation, 

preparation, dissemination, implementation, confirmation or approval of the HTA Plan or any 

compromises or settlements contained therein, the Disclosure Statement, or any contract, 

instrument, release or other agreement or document provided for or contemplated in connection 

with the consummation of the transactions set forth in the HTA Plan; provided, however, that the 

foregoing provisions of this Section 41.7 shall not affect the liability of any Entity that otherwise 

would result from any such act or omission to the extent that such act or omission is determined 

in a Final Order to have constituted intentional fraud or willful misconduct. Nothing in the 

foregoing provisions of this Section 41.7 shall prejudice the right of any of the Government 

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Parties, and the Government Parties’ officers and directors serving at any time up to and 

including the HTA Effective Date, and each of their respective professionals to assert reliance 

upon advice of counsel as a defense with respect to their duties and responsibilities under the 

HTA Plan.

(b) HTA/CCDA PSA Creditors: Each of the HTA/CCDA PSA Creditors 

solely in its capacity as a party to HTA/CCDA Plan Support Agreement and a Creditor and/or 

insurer, as applicable, from the HTA Petition Date up to and including the HTA Effective Date 

and each of their respective Related Persons shall not have or incur any liability to any Entity for 

any act taken or omitted to be taken in connection with the Title III Case, mediation, the 

negotiation, formation, preparation, dissemination, implementation, confirmation or approval of 

the HTA Plan or any compromises or settlements contained therein, the Disclosure Statement, 

the HTA/CCDA Plan Support Agreement, the Definitive Documents, or any other contract, 

instrument, release or other agreement or document provided for or contemplated in connection 

with the consummation of the transactions set forth in the HTA Plan; provided, however, that the 

foregoing provisions of this Section 41.7(b) shall not affect the liability of any Entity that 

otherwise would result from any such act or omission to the extent that such act or omission is 

determined in a Final Order to have constituted intentional fraud or willful misconduct.

(c) Monoline Insurers: Ambac, Assured, FGIC, National, and their 

respective Related Persons shall not have or incur any liability to any Entity for any act taken or 

omitted to be taken consistent with the HTA Plan or in connection with the formulation, 

preparation, dissemination, implementation, acceptance, confirmation or approval of the HTA 

Plan, including, without limitation, in connection with the treatment of Ambac Insured Bond 

Claims, Assured Insured Bond Claims, FGIC Insured Bond Claims, or National Insured Bond 

Claims, the voting procedures, the election procedures, and any release of obligations under the 

applicable Ambac Insurance Policies, Assured Insurance Policies, FGIC Insurance Policies, or 

National Insurance Policies provided, however, that, notwithstanding anything contained herein 

to the contrary, the terms and provisions of the HTA Plan shall not, and shall not be construed to, 

release or exculpate, any payment obligation under the applicable Ambac Insurance Policy, 

Assured Insurance Policy, FGIC Insurance Policy, or National Insurance Policy, to any 

beneficial holder of Ambac Insured Bonds, Assured Insured Bonds, FGIC Insured Bonds or 

National Insured Bonds, as applicable, in accordance with its terms solely to the extent of any 

failure of such holder to receive the Ambac Treatment, Assured Treatment, FGIC Treatment, or 

National Treatment, as applicable (or any claims that Ambac, Assured, FGIC, or National, may 

have against a beneficial holder of respective insured bonds with respect to Ambac’s, Assured’s, 

FGIC’s, or National’s applicable obligations under the Ambac Insurance Policies, Assured 

Insurance Policies, FGIC Insurance Policies or National Insurance Policies, as applicable).

(d) Creditors’ Committee: Each of the members of the Creditors’ 

Committee, solely in its capacity as a member of the Creditors’ Committee, and the Creditors’ 

Committee, from the HTA Petition Date up to and including the HTA Effective Date and each of 

the Creditors’ Committee’s Related Persons shall not have or incur any liability to any Entity for 

any act taken or omitted to be taken in connection with the Title III Case, the formation, 

preparation, dissemination, implementation, confirmation or approval of the HTA Plan or any 

compromises or settlements contained herein, the HTA Disclosure Statement, or any contract, 

instrument, release or other agreement or document provided for or contemplated in connection 

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with the consummation of the transactions set forth in the HTA Plan; provided, however, that, 

notwithstanding the foregoing exculpation, in the event that litigation is commenced against a 

member of the Creditors’ Committee with respect to the aforementioned actions, such member 

shall be entitled to be reimbursed for reasonable attorneys’ fees and expenses incurred and 

indemnified for any damages awarded, in each case, by HTA pursuant to a Final Order; and 

provided, further, that, the foregoing provisions of this Section 41.7(d) shall not affect the 

liability of any Entity that would otherwise result from any such act or omission to the extent 

such act or omission is determined in a Final Order to have constituted intentional fraud or 

willful misconduct.

(e) The DRA Parties: Each of the DRA and the DRA Parties, from the HTA

Petition Date up to and including the HTA Effective Date, and each of the DRA Parties’

respective predecessors, successors and assigns (whether by operation of law or otherwise), and 

their respective financial advisors, attorneys, accountants, consultants, agents, and professionals, 

or other representatives, each acting in such capacity, and any Entity acting for or on behalf of 

any of them, in each case, solely to the extent acting in such capacity, shall not have or incur any 

liability to any Entity for any act taken or omitted to be taken in connection with the Title III 

Case, mediation, the negotiation, formation, preparation, dissemination, implementation, 

confirmation or approval of the HTA Plan or any compromises or settlements contained therein, 

the Disclosure Statement, the DRA Stipulation, or any contract, instrument, release or other 

agreement or document provided for or contemplated in connection with the consummation of 

the transactions set forth in the HTA Plan; provided, however, that, the foregoing provisions of 

this Section 41.7(e) shall not affect the liability of any Entity that would otherwise result from 

any such act or omission to the extent such act or omission is determined in a Final Order to have 

constituted intentional fraud or willful misconduct.

41.8 Appointments Related Litigation/Uniformity Litigation: Notwithstanding 

anything contained herein to the contrary, in the event that a Final Order is entered in connection 

with the Appointments Related Litigation or the Uniformity Litigation subsequent to entry of the 

HTA Confirmation Order, in consideration of the distributions made, to be made, or deemed to 

be made in accordance with the terms and provisions of the HTA Plan and documents and 

instruments related hereto, all Creditors or such other Entities receiving, or deemed to have 

received, distributions pursuant to or as a result of the HTA Plan, consent and agree that such 

Final Order shall not in any way or manner reverse, affect or otherwise modify the transactions 

contemplated in the HTA Plan and the HTA Confirmation Order, including, without limitation, 

the releases, exculpations and injunctions provided pursuant to Article XLI of the HTA Plan; 

provided, however, that, to the extent that a plaintiff in the Appointments Related Litigation or 

the Uniformity Litigation is a party to any of the GO/PBA Plan Support Agreement, the 

HTA/CCDA Plan Support Agreement, the PRIFA Plan Support Agreement or the ERS 

Stipulation, within five (5) Business Days of the HTA Effective Date, such plaintiff shall take 

any and all action to dismiss, with prejudice, or, in the event other plaintiffs are party to such 

litigations, withdraw from, with prejudice, such Appointments Related Litigation or Uniformity

Litigation, as the case may be, including, without limitation, filing notices of dismissal or 

withdrawal with the clerk of court having jurisdiction thereof.

41.9 Bar Order: To the limited extent provided in the HTA Plan, each and every 

Entity is permanently enjoined, barred and restrained from instituting, prosecuting, pursuing or 

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litigating in any manner any and all Claims, demands, rights, liabilities, or causes of action of 

any and every kind, character or nature whatsoever, in law or in equity, known or unknown, 

direct or derivative, whether asserted or unasserted, against any of the Released Parties, based 

upon, related to, or arising out of or in connection with any of the Released Claims, confirmation 

and consummation of the HTA Plan, the negotiation and consummation of the HTA/CCDA Plan 

Support Agreement, or any claim, act, fact, transaction, occurrence, statement or omission in 

connection with or alleged or that could have been alleged in the Title III Case, including, 

without limitation, any such claim, demand, right, liability or cause of action for indemnification, 

contribution, or any other basis in law or equity for damages, costs or fees incurred arising 

directly or indirectly from or otherwise relating to the Title III Case, either directly or indirectly 

by any Person for the direct or indirect benefit of any Released Party arising from or related to 

the claims, acts, facts, transactions, occurrences, statements or omissions that are, could have 

been or may be alleged in the related actions or any other action brought or that might be brought 

by, through, on behalf of, or for the benefit of any of the Released Parties (whether arising under 

federal, state or foreign law, and regardless of where asserted).

41.10 No Waiver: Notwithstanding anything to the contrary contained in Sections 41.5 

and 41.6 hereof, the releases and injunctions set forth in such sections shall not, and shall not be 

deemed to, limit, abridge or otherwise affect the rights of the Oversight Board, AAFAF, 

Reorganized HTA, the HTA/CCDA PSA Creditors or the Avoidance Actions Trust to enforce, 

sue on, settle or compromise the rights, claims and other matters expressly retained by any of 

them.

41.11 Supplemental Injunction: Notwithstanding anything contained herein to the 

contrary, except to the limited extent provided in the HTA Plan, all Entities, including Entities 

acting on their behalf, who currently hold or assert, have held or asserted, or may hold or assert, 

any Released Claims against any of the Released Parties based upon, attributable to, arising out 

of or relating to the Title III Case or any Claim against the Debtor, whenever and wherever 

arising or asserted, whether in the United States or anywhere else in the world, whether sounding 

in tort, contract, warranty, statute, or any other theory of law, equity or otherwise, shall be, and 

shall be deemed to be, permanently stayed, restrained and enjoined from taking any action 

against any of the Released Parties for the purpose of directly or indirectly collecting, recovering 

or receiving any payment or recovery with respect to any Released Claims arising prior to the 

HTA Effective Date (including prior to the HTA Petition Date), including, but not limited to:

(a) Commencing or continuing in any manner any action or other proceeding 

of any kind with respect to any such Released Claim against any of the Released Parties or the 

assets or property of any Released Party;

(b) Enforcing, attaching, collecting or recovering, by any manner or means, 

any judgment, award, decree or order against any of the Released Parties or the assets or property 

of any Released Party with respect to any such Released Claim;

(c) Creating, perfecting or enforcing any Lien of any kind against any of the 

Released Parties or the assets or property of any Released Party with respect to any such 

Released Claim;

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(d) Except as otherwise expressly provided in the HTA Plan or the HTA 

Confirmation Order, asserting, implementing or effectuating any setoff, right of subrogation, 

indemnity, contribution or recoupment of any kind against any obligation due to any of the 

Released Parties or against the property of any Released Party with respect to any such Released 

Claim; and

(e) Taking any act, in any manner, in any place whatsoever, that does not 

conform to, or comply with, the provisions of the HTA Plan or the HTA Confirmation Order, 

provided, however, that the Debtor’s compliance with the formal requirements of Bankruptcy 

Rule 3016 shall not constitute an admission that the HTA Plan provides for any injunction 

against conduct not otherwise enjoined under the Bankruptcy Code.

41.12 Post-Effective Date Fees and Expenses: From and after the HTA Effective 

Date, Reorganized HTA shall, in the ordinary course of business and without the necessity for 

any approval by the Title III Court, retain professionals and pay the reasonable professional fees 

and expenses incurred by Reorganized HTA related to implementation and consummation of the 

HTA Plan without further approval from the Title III Court. Without limiting the foregoing, 

from and after the HTA Effective Date, Reorganized HTA shall, in the ordinary course of 

business and without the necessity for any approval by the Title III Court, but in no event later 

than forty-five (45) days following the submission of invoices or statements with respect to the 

incurrence of fees and expenses to Reorganized HTA, pay the reasonable and documented fees 

and reimburse the expenses of the Oversight Board and its professionals related to the 

implementation and consummation of the HTA Plan and in connection with its duties and 

responsibilities pursuant to PROMESA and the terms and provisions of the HTA Plan.

41.13 Securities Act Exemption: Pursuant to section 1145 of the Bankruptcy Code 

and/or Section 3(a)(2) of the Securities Act, the offering, issuance, and distribution of the New 

HTA Bonds pursuant to the terms hereof shall be exempt from registration under the Securities 

Act and any state or local law requiring registration for the offer, issuance or distribution of 

securities, including, but not limited to, the registration requirements of Section 5 of the 

Securities Act and any other applicable state or federal law requiring registration and/or 

prospectus delivery or qualification prior to the offering, issuance, distribution, or sale of 

securities.

41.14 Severability: Subject to the terms and provisions of the HTA/CCDA Plan 

Support Agreement and the HTA Committee Agreement, if, prior to the HTA Confirmation 

Date, (a) any term or provision of the HTA Plan shall be held by the Title III Court to be invalid, 

void or unenforceable, the Title III Court shall have the power to alter and interpret such term or 

provision to make it valid or enforceable to the maximum extent practicable, consistent with the 

original purpose of the term or provision held to be invalid, void or unenforceable, and such term 

or provision shall then be applicable as altered or interpreted or (b) the Oversight Board 

determines to modify or amend the HTA Plan, the HTA Plan provisions applicable thereto shall 

be deemed severed and to be of no force or effect.

41.15 Governing Law: Except to the extent that other federal law is applicable, or to 

the extent that an exhibit hereto or any document to be entered into in connection herewith 

provides otherwise, the rights, duties, and obligations arising under this HTA Plan shall be 

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101

governed by, and construed and enforced in accordance with, PROMESA (including the 

provisions of the Bankruptcy Code made applicable under Section 301 of PROMESA) and, to 

the extent not inconsistent therewith, the laws of the Commonwealth of Puerto Rico giving effect 

to principles of conflicts of laws.

41.16 Closing Case: The Oversight Board shall, promptly upon the full administration 

of the Title III Case, file with the Title III Court all documents required by Bankruptcy Rule 

3022 and any applicable order of the Title III Court. Notwithstanding the closing of the Title III 

Case, the Title III Court shall retain jurisdiction of all of the matters set forth in Article XL of the 

HTA Plan.

41.17 Section Headings: The section headings contained in this HTA Plan are for 

reference purposes only and shall not affect in any way the meaning or interpretation of the HTA 

Plan.

41.18 Inconsistencies: To the extent of any inconsistency between (a) the information 

contained in the Disclosure Statement and the terms and provisions of the HTA Plan, the terms 

and provisions contained herein shall govern, (b) the terms and provisions of the HTA Plan and 

the terms and provisions of the HTA Confirmation Order, the terms and provisions of the HTA 

Confirmation Order shall govern and be deemed a modification of the HTA Plan, and (c) the 

terms and provisions of the HTA Plan and the New HTA Bonds Indenture, the terms and 

provisions of the New HTA Bonds Indenture shall govern; provided, however, that under no 

circumstances shall the HTA Confirmation Order modify the economic terms set forth herein 

absent consent of the Oversight Board.

41.19 Document Retention: From and after the HTA Effective Date, the Debtor may 

maintain documents in accordance with standard document retention policy, as may be altered, 

amended, modified, or supplemented by the Debtor.

41.20 Immediate Binding Effect: Pursuant to section 944(a) of the Bankruptcy Code, 

applicable to the Title III Case pursuant to Section 301 of PROMESA, and notwithstanding 

Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the HTA 

Effective Date, the terms of the HTA Plan and the Plan Supplement shall be immediately 

effective and enforceable and deemed binding on any and all holders of Claims and their 

respective successors and assigns, whether or not the Claim of any such holder is impaired under 

the HTA Plan and whether or not such holder has accepted the HTA Plan. The releases, 

exculpations, and settlements effected under the HTA Plan shall be operative, and subject to 

enforcement by the Title III Court, from and after the HTA Effective Date, including pursuant to 

the injunctive provisions of the HTA Plan. Once approved, the compromises and settlements 

embodied in the HTA Plan, along with the treatment of any associated Allowed Claims, shall not 

be subject to collateral attack or other challenge by any Entity in any court or other forum. As 

such, any Entity that opposes the terms of any compromise and settlement set forth in the HTA 

Plan must (a) challenge such compromise and settlement prior to confirmation of the HTA Plan 

and (b) demonstrate appropriate standing to object and that the subject compromise and 

settlement does not meet the standards governing settlements under Bankruptcy Rule 9019 and 

other applicable law.

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102

41.21 Additional Documents: On or before the HTA Effective Date, the Oversight 

Board may file with Clerk of the Title III Court such agreements and other documents as may be 

necessary or appropriate to effectuate and further evidence the terms and conditions of the HTA 

Plan. The Debtor and all holders of Claims receiving distributions pursuant to the HTA Plan and 

all other parties in interest, from time to time, may prepare, execute, and deliver any agreements 

or documents and take any other actions as may be necessary or advisable to effectuate the 

provisions and intent of the HTA Plan.

41.22 Reservation of Rights: Except as expressly set forth herein, the HTA Plan shall 

have no force or effect unless the Title III Court shall enter the HTA Confirmation Order. None 

of the filing of the HTA Plan, any statement or provision contained in the HTA Plan, or the 

taking of any action by the Debtor with respect to the HTA Plan, the Disclosure Statement, or the 

Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of the 

Debtor with respect to the holders of Claims prior to the HTA Effective Date. Except as 

expressly set forth herein, the rights and powers of the government of Puerto Rico under the 

Commonwealth Constitution and PROMESA, including, without limitation, under Sections 303 

and 305 of PROMESA, are expressly reserved (subject to any limitation thereon imposed by the 

Commonwealth Constitution, the U.S. Constitution or PROMESA), and nothing herein shall be 

deemed a waiver of any such rights and powers.

41.23 Successors and Assigns: Except as expressly provided otherwise in the HTA 

Plan, the rights, benefits, and obligations of any Entity named or referred to in the HTA Plan or 

the HTA Confirmation Order shall be binding on, and shall inure to the benefit of any heir, 

executor, administrator, successor or assign, Affiliate, officer, director, agent, representative, 

attorney, beneficiaries, or guardian, if any, of each Entity.

41.24 Notices: All notices, requests to, demands or other document(s) required by the 

HTA Plan or the HTA Confirmation Order to be served on or delivered to the Oversight Board, 

the Debtor or AAFAF to be effective shall be in writing including by facsimile transmission and 

unless otherwise expressly provided herein, shall be deemed to have been duly given or made 

when actually delivered or, in the case of notice by facsimile transmission, when received and 

telephonically confirmed, addressed as follows:

If to the Oversight Board, to: Financial Oversight and Management Board for Puerto Rico

268 Muñoz Rivera Ave, Suite 1107

San Juan, PR 00918-1813

Attn: Executive Director

– with a copy to –

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq. 

 Brian S. Rosen, Esq.

Tel: (212) 969-3000

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103

Fax: (212) 969-2900

 – and –

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave, Suite 800

San Juan, PR 00918-1813

Attn: Hermann Bauer, Esq. 

Tel: (787) 764-8181

Fax: (212) 753-8944 

If to the Debtor, to: Puerto Rico Highways and Transportation Authority

c/o Fiscal Agency and Financial Advisory Authority

Roberto Sánchez Vilella (Minillas) Government Center

De Diego Ave. Stop 22

San Juan, Puerto Rico 00907

Attn: Office of the Executive Director

– with a copy to –

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq. 

 Brian S. Rosen, Esq.

Tel: (212) 969-3000

Fax: (212) 969-2900

– and –

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave, Suite 800

San Juan, PR 00918-1813

Attn: Hermann Bauer, Esq. 

Tel: (787) 764-8181

Fax: (212) 753-8944

– and –

O’MELVENY & MYERS LLP

Seven Times Square

New York, NY 10036

Attn: John Rapisardi, Esq.

 Peter Friedman, Esq. 

 Maria J. DiConza, Esq.

Tel: (212) 326-2000

Fax: (212) 326-2061

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104

If to AAFAF, to: Fiscal Agency and Financial Advisory Authority

Roberto Sánchez Vilella (Minillas) Government Center

De Diego Ave. Stop 22

San Juan, Puerto Rico 00907

– with a copy to –

O’MELVENY & MYERS LLP

Seven Times Square

New York, NY 10036

Attn: John Rapisardi, Esq.

 Peter Friedman, Esq. 

 Maria J. DiConza, Esq.

Tel: (212) 326-2000

Fax: (212) 326-2061

41.25 Term of Injunctions or Stays: Unless otherwise provided herein or in the HTA 

Confirmation Order, all injunctions or stays in effect in the Title III Case (pursuant to 

sections 105, 362, or 922 of the Bankruptcy Code or any order of the Title III Court) and existing 

on the HTA Confirmation Date (excluding any injunctions or stays contained in the HTA Plan or 

the HTA Confirmation Order) shall remain in full force and effect until the HTA Effective Date. 

All injunctions or stays contained in the HTA Plan or the HTA Confirmation Order shall remain 

in full force and effect in accordance with their terms.

41.26 Entire Agreement: Except as otherwise indicated, the HTA Plan supersedes all 

previous and contemporaneous negotiations, promises, covenants, agreements, understandings, 

and representations on such subjects, all of which have become merged and integrated into the 

HTA Plan.

41.27 Plan Supplement: All documents included in the Plan Supplement are 

incorporated into and are a part of the HTA Plan as if set forth in full in the HTA Plan. Upon the 

filing of the Plan Supplement with the Clerk of the Title III Court, copies of the documents 

contained therein shall be made available upon written request to the Oversight Board’s counsel 

at the address above or by downloading such documents from https://cases.primeclerk.com/ 

puertorico/ or the Title III Court’s website, available via PACER. Unless otherwise ordered by 

the Title III Court, to the extent any document in the Plan Supplement is inconsistent with the 

terms of any part of the HTA Plan that does not constitute the Plan Supplement, such part of the 

HTA Plan that does not constitute the Plan Supplement shall control; provided, however, that, 

with respect to matters governed by the New HTA Bonds Indenture to the extent that any 

provisions of the HTA Plan are inconsistent with the New HTA Bonds Indenture the New HTA

Bonds Indenture shall control.

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105

Dated: San Juan, Puerto Rico

September 6, 2022

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY, by and 

through the Financial Oversight and Management 

Board for Puerto Rico as its representative

By: /s/ David A. Skeel Jr.

Name: David A. Skeel Jr.

Title: Chairman

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A-1

EXHIBIT A

SCHEDULE OF AVOIDANCE ACTIONS

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A-2

Remaining Adversary Vendors

Vendor Name Vendor 

Type

Adversary Proceeding 

No.

GILA LLC Adversary 19‐00354

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B-1

EXHIBIT B

SCHEDULE OF INVALIDITY ACTIONS

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B-2

Invalidity Actions

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Jefferies LLC, 

Adv. Proc. No. 19-00281

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. BNY 

Mellon/POP Sec, Adv. Proc. No. 19-00282

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. First Southwest 

Co., Adv. Proc. No. 19-00283

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 1E59E , Adv. Proc. No. 19-00284

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 1A100A, Adv. Proc. No. 19-00285

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 1B100B, Adv. Proc. No. 19-00286

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 1C53C, Adv. Proc. No. 19-00287

The Special Claims Comm. Of the Fin. Oversight and Mgmt Board of for Puerto Rico and the 

Official Comm. of Unsecured Creditors of the Commonwealth of Puerto Rico v. Defendants 1D73D, Adv. Proc. No. 19-00288

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C-1

EXHIBIT C

SCHEDULE OF LIEN CHALLENGE ACTIONS

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C-2

Lien Challenge Actions

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Autonomy Master Fund Ltd., Adv. Proc. No. 19-

00291

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Cooperativa de Ahorro t Credito de Rincon, Adv. 

Proc. No. 19-00292

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Ortiz de la Renta, Adv. Proc. No. 19-00293

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Martinez Sanchez, Adv. Proc. No. 19-00294

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Valdivieso, Adv. Proc. No. 19-00295

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Friedman, Adv. Proc. No. 19-00296

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Blackrock Fin. Mgmt., Adv. Proc. No. 19-00297

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Valdivieso, Adv. Proc. No. 19-00362

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Ambac Assurance Corporation, Adv. Proc. No. 19-

00363 

The Financial Oversight and Management Board of Puerto Rico, as Representative of 

Commonwealth of Puerto Rico, et al., and the Official Committee of Unsecured Creditors of All 

Title III Debtors (Other Than COFINA) v. Davidson Kempner Capital Management LP, Adv. 

Proc. No. 19-00364

The Special Claims Comm. Of the Fin. Oversight and Mgmt. Board of Puerto Rico and the 

Official Committee of Unsecured Creditors of All Title III Debtors (Other Than COFINA) v. 

Banco Popular de Puerto Rico, Adv. Proc. No. 19-00365

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D-1

EXHIBIT D

SCHEDULE OF CASH FLOW OF NEW HTA BONDS

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D-2

EXHIBIT: D

Exhibit: Schedule of Cash Flow of New HTA Bonds:

New HTA CIBs

Fiscal

Year Interest Debt

(7/1) Maturity Principal 5.000% Service

Total 600,000,000.00 1,085,949,250.00 1,685,949,250.00

2023 7/1/23 - 30,000,000.00 30,000,000.00

2024 7/1/24 - 30,000,000.00 30,000,000.00

2025 7/1/25 - 30,000,000.00 30,000,000.00

2026 7/1/26 - 30,000,000.00 30,000,000.00

2027 7/1/27 - 30,000,000.00 30,000,000.00

2028 7/1/28 - 30,000,000.00 30,000,000.00

2029 7/1/29 - 30,000,000.00 30,000,000.00

2030 7/1/30 - 30,000,000.00 30,000,000.00

2031 7/1/31 - 30,000,000.00 30,000,000.00

2032 7/1/32 - 30,000,000.00 30,000,000.00

2033 7/1/33 - 30,000,000.00 30,000,000.00

2034 7/1/34 - 30,000,000.00 30,000,000.00

2035 7/1/35 - 30,000,000.00 30,000,000.00

2036 7/1/36 - 30,000,000.00 30,000,000.00

2037 7/1/37 - 30,000,000.00 30,000,000.00

2038 7/1/38 - 30,000,000.00 30,000,000.00

2039 7/1/39 - 30,000,000.00 30,000,000.00

2040 7/1/40 - 30,000,000.00 30,000,000.00

2041 7/1/41 - 30,000,000.00 30,000,000.00

2042 7/1/42 - 30,000,000.00 30,000,000.00

2043 7/1/43 - 30,000,000.00 30,000,000.00

2044 7/1/44 - 30,000,000.00 30,000,000.00

2045 7/1/45 - 30,000,000.00 30,000,000.00

2046 7/1/46 - 30,000,000.00 30,000,000.00

2047 7/1/47 - 30,000,000.00 30,000,000.00

2048 7/1/48 - 30,000,000.00 30,000,000.00

2049 7/1/49 - 30,000,000.00 30,000,000.00

2050 7/1/50 - 30,000,000.00 30,000,000.00

2051 7/1/51 - 30,000,000.00 30,000,000.00

2052 7/1/52 - 30,000,000.00 30,000,000.00

2053 7/1/53 14,190,000.00 30,000,000.00 44,190,000.00

2054 7/1/54 53,125,000.00 29,290,500.00 82,415,500.00

2055 7/1/55 55,785,000.00 26,634,250.00 82,419,250.00

2056 7/1/56 58,575,000.00 23,845,000.00 82,420,000.00

2057 7/1/57 61,500,000.00 20,916,250.00 82,416,250.00

2058 7/1/58 64,575,000.00 17,841,250.00 82,416,250.00

2059 7/1/59 67,805,000.00 14,612,500.00 82,417,500.00

2060 7/1/60 71,195,000.00 11,222,250.00 82,417,250.00

2061 7/1/61 74,755,000.00 7,662,500.00 82,417,500.00

2062 7/1/62 78,495,000.00 3,924,750.00 82,419,750.00

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Exhibit A - HTA Plan Page 129 of 137
D-3

*Deemed Issuance Date is 7/1/2022

New HTA CABs

Fiscal

Year Initial Accreted Value at each Maturity

(7/1) Maturity Principal Redemption Date (2) Value (3)

Total 237,955,868.13 334,856,647.24 389,919,000.00

2023 7/1/23 - - -

2024 7/1/24 - - -

2025 7/1/25 25,289,588.80 29,327,916.80 41,440,000.00

2026 7/1/26 22,310,860.93 27,183,444.45 36,559,000.00

2027 7/1/27 25,083,317.54 32,108,471.38 41,102,000.00

2028 7/1/28 28,817,559.67 38,756,163.54 47,221,000.00

2029 7/1/29 35,543,345.34 50,221,494.18 58,242,000.00

2030 7/1/30 35,310,832.47 52,419,172.95 57,861,000.00

2031 7/1/31 33,610,009.98 52,419,983.94 55,074,000.00

2032(1) 7/1/32 31,990,353.40 52,420,000.00 52,420,000.00

(1) Stated maturity; not a sinking fund redemption

(2) Equals the initial principal amount plus accreted interest to each sinking fund redemption date

(3) Equals the total accreted value that would be represented by the portion of the bonds being redeemed 

if held to maturity

*Deemed Issuance Date is 7/1/2022

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D-4

New HTA CCABs

Fiscal (a) (b) (c = a + b)

Year Initial Maturity CCAB CCAB

(7/1) Maturity Principal Value Interest (2) Debt Service

Total 407,044,597.57 666,991,000.00 419,638,900.00 1,086,629,900.00

2023 7/1/23 - - - -

2024 7/1/24 - - - -

2025 7/1/25 - - - -

2026 7/1/26 - - - -

2027 7/1/27 - - - -

2028 7/1/28 - - - -

2029 7/1/29 - - - -

2030 7/1/30 - - - -

2031 7/1/31 - - - -

2032 7/1/32 - - - -

2033 7/1/33 11,637,848.90 19,070,000.00 33,349,550.00 52,419,550.00

2034 7/1/34 12,220,046.48 20,024,000.00 32,396,050.00 52,420,050.00

2035 7/1/35 12,830,926.75 21,025,000.00 31,394,850.00 52,419,850.00

2036 7/1/36 13,472,320.52 22,076,000.00 30,343,600.00 52,419,600.00

2037 7/1/37 14,146,058.60 23,180,000.00 29,239,800.00 52,419,800.00

2038 7/1/38 14,853,361.53 24,339,000.00 28,080,800.00 52,419,800.00

2039 7/1/39 15,596,060.12 25,556,000.00 26,863,850.00 52,419,850.00

2040 7/1/40 16,375,985.18 26,834,000.00 25,586,050.00 52,420,050.00

2041 7/1/41 17,194,967.52 28,176,000.00 24,244,350.00 52,420,350.00

2042 7/1/42 18,054,837.95 29,585,000.00 22,835,550.00 52,420,550.00

2043 7/1/43 18,957,427.28 31,064,000.00 21,356,300.00 52,420,300.00

2044 7/1/44 19,905,176.59 32,617,000.00 19,803,100.00 52,420,100.00

2045 7/1/45 20,900,526.96 34,248,000.00 18,172,250.00 52,420,250.00

2046 7/1/46 21,945,309.20 35,960,000.00 16,459,850.00 52,419,850.00

2047 7/1/47 23,042,574.66 37,758,000.00 14,661,850.00 52,419,850.00

2048 7/1/48 24,194,764.42 39,646,000.00 12,773,950.00 52,419,950.00

2049 7/1/49 25,404,319.56 41,628,000.00 10,791,650.00 52,419,650.00

2050 7/1/50 26,674,901.70 43,710,000.00 8,710,250.00 52,420,250.00

2051 7/1/51 28,008,341.65 45,895,000.00 6,524,750.00 52,419,750.00

2052 7/1/52 29,408,911.30 48,190,000.00 4,230,000.00 52,420,000.00

2053(1) 7/1/53 22,219,930.70 36,410,000.00 1,820,500.00 38,230,500.00

(1) Stated maturity; not a sinking fund redemption

(2) New HTA CCAB conversion date is 7/1/2032

*Deemed Issuance Date is 7/1/2022

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D-5

Aggregate Debt Service Cash Flows

Fiscal CAB

Year CIB Accreted Value at each CCAB Total

(7/1) Maturity Debt Service Redemption Date Debt Service Debt Service

Total 1,685,949,250.00 334,856,647.24 1,086,629,900.00 3,107,435,797.24

2023 7/1/23 30,000,000.00 - - 30,000,000.00

2024 7/1/24 30,000,000.00 - - 30,000,000.00

2025 7/1/25 30,000,000.00 29,327,916.80 - 59,327,916.80

2026 7/1/26 30,000,000.00 27,183,444.45 - 57,183,444.45

2027 7/1/27 30,000,000.00 32,108,471.38 - 62,108,471.38

2028 7/1/28 30,000,000.00 38,756,163.54 - 68,756,163.54

2029 7/1/29 30,000,000.00 50,221,494.18 - 80,221,494.18

2030 7/1/30 30,000,000.00 52,419,172.95 - 82,419,172.95

2031 7/1/31 30,000,000.00 52,419,983.94 - 82,419,983.94

2032 7/1/32 30,000,000.00 52,420,000.00 - 82,420,000.00

2033 7/1/33 30,000,000.00 - 52,419,550.00 82,419,550.00

2034 7/1/34 30,000,000.00 - 52,420,050.00 82,420,050.00

2035 7/1/35 30,000,000.00 - 52,419,850.00 82,419,850.00

2036 7/1/36 30,000,000.00 - 52,419,600.00 82,419,600.00

2037 7/1/37 30,000,000.00 - 52,419,800.00 82,419,800.00

2038 7/1/38 30,000,000.00 - 52,419,800.00 82,419,800.00

2039 7/1/39 30,000,000.00 - 52,419,850.00 82,419,850.00

2040 7/1/40 30,000,000.00 - 52,420,050.00 82,420,050.00

2041 7/1/41 30,000,000.00 - 52,420,350.00 82,420,350.00

2042 7/1/42 30,000,000.00 - 52,420,550.00 82,420,550.00

2043 7/1/43 30,000,000.00 - 52,420,300.00 82,420,300.00

2044 7/1/44 30,000,000.00 - 52,420,100.00 82,420,100.00

2045 7/1/45 30,000,000.00 - 52,420,250.00 82,420,250.00

2046 7/1/46 30,000,000.00 - 52,419,850.00 82,419,850.00

2047 7/1/47 30,000,000.00 - 52,419,850.00 82,419,850.00

2048 7/1/48 30,000,000.00 - 52,419,950.00 82,419,950.00

2049 7/1/49 30,000,000.00 - 52,419,650.00 82,419,650.00

2050 7/1/50 30,000,000.00 - 52,420,250.00 82,420,250.00

2051 7/1/51 30,000,000.00 - 52,419,750.00 82,419,750.00

2052 7/1/52 30,000,000.00 - 52,420,000.00 82,420,000.00

2053 7/1/53 44,190,000.00 - 38,230,500.00 82,420,500.00

2054 7/1/54 82,415,500.00 - - 82,415,500.00

2055 7/1/55 82,419,250.00 - - 82,419,250.00

2056 7/1/56 82,420,000.00 - - 82,420,000.00

2057 7/1/57 82,416,250.00 - - 82,416,250.00

2058 7/1/58 82,416,250.00 - - 82,416,250.00

2059 7/1/59 82,417,500.00 - - 82,417,500.00

2060 7/1/60 82,417,250.00 - - 82,417,250.00

2061 7/1/61 82,417,500.00 - - 82,417,500.00

2062 7/1/62 82,419,750.00 - - 82,419,750.00

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 132 of 137
E-1

EXHIBIT E

SUBORDINATED INDEBTEDNESS PAYMENT TERMS

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 133 of 137
E-2

Principal Interest Agg. Loan Payments

Total 362,000,000.00 173,538,404.20 535,538,404.20

7/1/23 10,763,135.00 11,714,722.22 22,477,857.22

7/1/24 9,447,509.00 8,780,921.63 18,228,430.63

7/1/25 4,810,622.00 8,544,733.90 13,355,355.90

7/1/26 5,197,995.00 8,424,468.35 13,622,463.35

7/1/27 5,600,394.00 8,294,518.48 13,894,912.48

7/1/28 6,018,302.00 8,154,508.63 14,172,810.63

7/1/29 6,452,216.00 8,004,051.08 14,456,267.08

7/1/30 6,902,647.00 7,842,745.68 14,745,392.68

7/1/31 7,370,121.00 7,670,179.50 15,040,300.50

7/1/32 7,855,180.00 7,485,926.48 15,341,106.48

7/1/33 8,358,382.00 7,289,546.98 15,647,928.98

7/1/34 8,880,300.00 7,080,587.43 15,960,887.43

7/1/35 9,421,525.00 6,858,579.93 16,280,104.93

7/1/36 9,982,665.00 6,623,041.80 16,605,706.80

7/1/37 10,564,346.00 6,373,475.18 16,937,821.18

7/1/38 11,167,211.00 6,109,366.53 17,276,577.53

7/1/39 11,791,923.00 5,830,186.25 17,622,109.25

7/1/40 12,439,163.00 5,535,388.18 17,974,551.18

7/1/41 13,109,633.00 5,224,409.10 18,334,042.10

7/1/42 13,804,055.00 4,896,668.28 18,700,723.28

7/1/43 14,523,171.00 4,551,566.90 19,074,737.90

7/1/44 15,267,745.00 4,188,487.63 19,456,232.63

7/1/45 16,038,563.00 3,806,794.00 19,845,357.00

7/1/46 16,836,434.00 3,405,829.93 20,242,263.93

7/1/47 17,662,190.00 2,984,919.08 20,647,109.08

7/1/48 18,516,687.00 2,543,364.33 21,060,051.33

7/1/49 19,400,805.00 2,080,447.15 21,481,252.15

7/1/50 20,315,451.00 1,595,427.03 21,910,878.03

7/1/51 21,261,555.00 1,087,540.75 22,349,095.75

7/1/52 22,240,075.00 556,001.88 22,796,076.88

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 134 of 137
F-1

EXHIBIT F

SCHEDULE OF PREEMPTED STATUTES

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 135 of 137
F-2

List of Statutes Preempted by PROMESA1

I. Puerto Rico Highway and Transportation Authority Act

1. Act 74, approved on June 23, 1965: 

a. 9 L.P.R.A. §§ 2004(f), (h), (j), (l), (m), (n), (q)

b. 9 L.P.R.A. § 2004a(3)

c. 9 L.P.R.A. § 2006

d. 9 L.P.R.A. § 2008

e. 9 L.P.R.A. § 2010

f. 9 L.P.R.A. §§ 2012(a), (b), (d), (e), (g) (h)

g. 9 L.P.R.A. §§ 2013(a), (b)

h. 9 L.P.R.A. § 2019

i. 9 L.P.R.A. § 2020

2. Act 1, approved on January 15, 2015:

a. 9 L.P.R.A. § 2024(a)

b. 9 L.P.R.A. §§ 2026(b), (c), (d)(first paragraph), (d)(1), (d)(2), (d)(6), (d)(7), 

(d)(8), (d)(9), (d)(11), (d)(12), (d)(15)

c. 9 L.P.R.A. § 2027

d. 9 L.P.R.A. § 2030

e. 9 L.P.R.A. § 2032

f. 9 L.P.R.A. § 2035

 

1 The statutes listed herein are preempted for the reasons and solely to the extent set forth in Exhibit “A” to the 

Proposed Findings of Fact and Conclusions of Law.

The Debtor reserves the right to amend this list prior to the entry of the HTA Confirmation Order. 

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 136 of 137
F-3

II. Uniform Rate Revision and Modification Act

1. Act 21, approved on May 31, 1985:

a. 27 L.P.R.A. § 261a

b. 27 L.P.R.A. § 261b

c. 27 L.P.R.A. § 261c

d. 27 L.P.R.A. § 261d

Case:17-03283-LTS Doc#:22581-1 Filed:10/12/22 Entered:10/12/22 10:10:35 Desc:

Exhibit A - HTA Plan Page 137 of 137