Exhibit T

Case:17-03283-LTS Doc#:3961-21 Filed:09/21/18 Entered:09/21/18 21:28:34 Desc:

Exhibit T to Declaration Page 1 of 10
THIS THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, 

dated as of March 20, 2018 (this “Amendment”), is among the Government Development Bank 

for Puerto Rico (“GDB”), the Puerto Rico Fiscal Agency and Financial Advisory Authority 

(“AAFAF”), and the Supporting Bondholders (as such term is defined in that certain Restructuring 

Support Agreement dated as of May 15, 2017, as amended by the First Amendment to 

Restructuring Support Agreement, dated October 20, 2017, and Second Amendment to 

Restructuring Support Agreement, dated December 20, 2017 (together with this Amendment, the 

“Agreement”)).

Each of the signatories to the Agreement shall be referred to herein as a “Party” (and 

collectively referred to herein as the “Parties”).

RECITALS 

WHEREAS, in accordance with Section 10 of the Agreement, any amendment to any of 

Sections 6(a)(iii), 6(a)(iv), 6(a)(v), 6(b)(v), 6(b)(vi) and 6(b)(vii) of the Agreement shall be deemed 

accepted by the Requisite Bondholders upon the consent of each of the advisors of any Material 

GDB Bondholder Group. 

WHEREAS, the advisors to each Material GDB Bondholder Group, along with GDB and 

AAFAF, have agreed to amend the Agreement on the terms described in Section 2 of this 

Amendment in accordance with Section 10 of the Agreement. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Parties, by and through their undersigned counsel, hereto 

agree as follows: 

SECTION 1. Certain Defined Terms. Capitalized terms used but not otherwise defined 

herein shall have the respective meanings set forth in the Agreement. 

SECTION 2. Amendment to the Restructuring Support Agreement. On the Amendment 

Effective Date, the Agreement is hereby amended as follows: 

(a) Clauses 6(a)(iii), 6(a)(iv), 6(b)(v), 6(b)(vi) of the Agreement are hereby amended 

and restated in their entirety to each read as follows: 

“At 11:59 p.m. Eastern Time on a date to be agreed upon by the advisors of the 

Material GDB Bondholder Groups, GDB and AAFAF; provided that if no such 

date is agreed upon by 11:59 p.m. Eastern Time on March 30, 2018, a GDB 

Termination Event and Bondholder Termination Event shall be deemed to have 

occurred.”

SECTION 3. Conditions Precedent to Effectiveness of This Amendment. This 

Amendment shall become effective as of the date (the “Amendment Effective Date”) when GDB 

and AAFAF shall have received executed signature pages to this Amendment from the advisors of 

each Material GDB Bondholder Group. 

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SECTION 4. Representations and Warranties. Each of the Parties, by and through their 

undersigned counsel, hereby represents and warrants as to itself only that: 

(a) As of the date hereof and after giving effect to this Amendment, the representations 

and warranties made in the Agreement are true and correct in all material respects as if made on 

the date hereof (other any such representations and warranties that, by their terms, expressly refer 

to being made only as of a date other than the date hereof). 

(b) This Amendment has been duly executed and delivered by the advisors to each 

Material GDB Bondholder Group, GDB, and AAFAF, and is a legal, valid and binding obligation 

of each Party, enforceable against each Party in accordance with its terms, except as may be limited 

by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

SECTION 5. Governing Law; Jurisdiction; Waiver of Jury Trial. 

(a) This Amendment shall be construed and enforced in accordance with, and the rights 

of the Parties shall be governed by, the laws of the State of New York and PROMESA, without 

giving effect to the conflict of laws principles thereof; provided that any issues addressing the 

fiduciary or statutory duties of GDB or its governing board shall be governed by and construed in 

accordance with the laws of the Commonwealth of Puerto Rico. Each of the Parties irrevocably 

agrees that any legal action, suit, or proceeding arising out of or relating to this Amendment (or 

the transactions contemplated hereby) brought by any Party or its successors or assigns shall be 

brought in any federal district court sitting in Puerto Rico and any appellate court from any thereof 

or, in the event such federal court does not have or accept jurisdiction, a Commonwealth court and 

any appellate court from any thereto (collectively, the “Puerto Rico Courts”), and each of the 

Parties hereby irrevocably submits to the exclusive jurisdiction of the Puerto Rico Courts for itself 

and with respect to its property, generally and unconditionally, with regard to any such proceeding 

arising out of or relating to this Amendment and the Restructuring. Each of the Parties agrees not 

to commence any proceeding relating hereto or thereto except in any federal district court sitting 

in Puerto Rico, other than proceedings in any court of competent jurisdiction to enforce any 

judgment, decree or award rendered by any Puerto Rico Court. Each of the Parties further agrees 

that notice as provided in Section 24 of the Agreement shall constitute sufficient service of process 

and the Parties further waive any argument that such service is insufficient. Each of the Parties 

hereby irrevocably and unconditionally waives and agrees not to assert that (i) a proceeding in any 

federal court sitting in the Puerto Rico district is brought in an inconvenient forum, (ii) the venue 

of such proceeding is improper or (iii) that any federal district court sitting in Puerto Rico and any 

appellate court from any thereof lacks jurisdiction over such proceeding or any party thereto. For 

the avoidance of doubt, the GDB Parties submit to the jurisdiction of any federal district court 

sitting in Puerto Rico and any appellate court from any thereof and irrevocably waive any 

immunity from suit in federal court that they may have for any action or proceeding arising out of 

or relating to this Amendment and the Restructuring. 

(b) Each Party hereby waives, to the fullest extent permitted by applicable law, any 

right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or 

relating to this Amendment or the transactions contemplated hereby (whether based on contract, 

tort or any other theory). 

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SECTION 6. Execution of Agreement. This Amendment may be executed and delivered 

in any number of counterparts and by way of electronic signature and delivery, each such 

counterpart, when executed and delivered, shall be deemed an original, and all of which together 

shall constitute the same agreement. Except as expressly provided in this Amendment, each 

individual executing this Amendment on behalf of a Party has been duly authorized and 

empowered to execute and deliver this Amendment on behalf of such Party. 

SECTION 7. Headings. The headings of all sections of this Amendment are inserted 

solely for the convenience of reference and are not a part of and are not intended to govern, limit, 

or aid in the construction or interpretation of any term or provision hereof. 

SECTION 8. Continuing Effectiveness, etc. After giving effect to this Amendment, the 

Agreement shall remain in full force and effect and is hereby ratified, approved and confirmed in 

each and every respect. The amendments set forth herein are limited as written, and except as 

specifically provided in this Amendment, no other amendments, waivers, revisions or changes to 

the terms of the Agreement shall be made or permitted hereby. Upon the effectiveness of this 

Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or 

words of similar import shall mean and be a reference to the Agreement as amended hereby. 

[Signature Pages Follow] 

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DAVIS POLK & WARDWELL LLP ON BEHALF 

OF THE AD HOC GROUP 

By: _______________________________________

Name: Brian M. Resnick 

Title: Partner 

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HE AD HOC GROUP

______________________________________

N Bi M R ik

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Exhibit T to Declaration Page 7 of 10
CARLOS RODRIGUEZ, ON BEHALF OF 

BONISTAS DEL PATIO 

By: _______________________________________

Name: Carlos Rodriguez 

Title: Financial Advisor, Bonistas del Patio 

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LOS RODRIGUEZ, ON BEHA

STAS DEL PATIO

_____________________________

Name: Carlos Rodriguez

itle: Financial Advisor, Bonistas d

Case:17-03283-LTS Doc#:3961-21 Filed:09/21/18 Entered:09/21/18 21:28:34 Desc:

Exhibit T to Declaration Page 8 of 10
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