Exhibit R

Case:17-03283-LTS Doc#:3961-19 Filed:09/21/18 Entered:09/21/18 21:28:34 Desc:

Exhibit R to Declaration Page 1 of 9
PO Box 42001 • San Juan, PR 00940-2001 • Telephone (787) 722-2525

Municipal Secondary Market Disclosure Information Cover Sheet 

Municipal Securities Rulemaking Board (MSRB)

Electronic Municipal Market Access System (EMMA) 

Additional / Voluntary Event-Based Disclosure

THIS FILING RELATES TO ALL OR SEVERAL SECURITIES ISSUED BY THE ISSUER, OR ALL OR SEVERAL 

SECURITIES OF A SPECIFIC CREDITOR:

Issuer’s Name: Government Development Bank for Puerto Rico (GDB)

Other Obligated Person’s Name (if any): 

Base CUSIP number(s): 745177

TYPE OF INFORMATION PROVIDED: 

A. Amendment to Continuing Disclosure Undertaking

B. Change in Obligated Person

C. Notice to Investor Pursuant to Bond Documents

D. Communication from the Internal Revenue Service

E. Bid for Auction Rate and Other Securities

F. Capital or Other Financing Plan 

G. Litigation / Enforcement Action

H. Change of Tender Agent. Remarketing Agent or Other On-going Party

I. Derivative or Other Similar Transaction

J. Other Event-Based Disclosures: Enclosed is the First Amendment to Restructuring Support Agreement, dated as of 

October 20, 2017, among the Government Development Bank for Puerto Rico, the Puerto Rico Fiscal Agency and Financial 

Advisory Authority, and the Supporting Bondholders party thereto, extending certain milestones for 60 days under the 

Restructuring Support Agreement, dated as of May 15, 2017.

I represent that I am authorized by the issuer, obligor or its agent to distribute this information publicly.

/s/ Sebastián M. Torres Rodríguez

Sebastián M. Torres Rodríguez 

Puerto Rico Fiscal Agency and Financial Advisory Authority, 

 as Fiscal Agent for the Commonwealth

Dated: October 20, 2017

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THIS FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT,

dated as of October 20, 2017 (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 this Amendment 

and as amended or otherwise modified prior to the date hereof, the “Agreement”)).

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

to herein as the “Parties”).

RECITALS

WHEREAS, (a) at least a majority of the outstanding principal amount of the GDB 

Bonds held by Supporting Bondholders that are “cooperativas” insured by the Corporation for 

the Supervision and Insurance of Cooperatives in the Commonwealth of Puerto Rico as of the 

Amendment Effective Date (as defined below); (b) at least a majority of the outstanding 

principal amount of the GDB Bonds held by Supporting Bondholders domiciled in the 

Commonwealth of Puerto Rico of the Amendment Effective Date other than those described in 

the foregoing clause (a); (c) at least a majority of the outstanding principal amount of the GDB 

Bonds held by all Supporting Bondholders as of the Amendment Effective Date other than those 

described in the foregoing clauses (a) and (b); (d) GDB; and (e) AAFAF have agreed to amend 

the Agreement on the terms described in Sections 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 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) Clause 4(b)(i) of the Agreement is hereby amended to add the following sentence 

to the end of the clause as the final sentence of the clause:

“Notwithstanding the foregoing or anything to the contrary contained herein, any 

Transfer by any Supporting Bondholder, and any subsequent Transfer thereafter,

prior to November 1, 2017 shall be valid and binding upon the parties thereto, and 

shall not be deemed void ab initio, so long as the ultimate transferee thereof, 

regardless of whether there were previous transferees in the chain of title thereof,

has duly executed and delivered a Joinder Agreement to any of the Notice Parties 

prior to such date.”

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(b) Clauses 6(a)(iii) and 6(b)(v) of the Agreement are hereby amended and restated in 

their entirety to each read as follows:

“(iii) At 11:59 p.m. Eastern Time on December 20, 2017 unless solicitation of the 

Qualifying Modification has been completed in accordance with section 601(h)(1) 

of PROMESA.”

(c) Clauses 6(a)(iv) and 6(b)(vi) of the Agreement are hereby amended and restated 

in their entirety to each read as follows:

“(iv) At 11:59 p.m. Eastern Time on January 9, 2018, unless the District Court 

shall have entered the Confirmation Order in form and substance reasonably 

satisfactory to GDB, AAFAF, and the Requisite Bondholders.”

(d) The final paragraph at the end of Section 6(a) of the Agreement is hereby 

amended to add the following phrase immediately following the definition of Non-Extending 

Bondholder:

“provides written notice to the Notice Parties within five (5) business days after 

the effective date of such extension that such Supporting Bondholder”

(e) Section 10 of the Agreement is hereby amended to add the following sentence to 

the end of the section as the final sentence of the section:

“Notwithstanding the foregoing, 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 this Agreement shall be deemed 

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

of any Material GDB Bondholder Group.”

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 

Requisite Bondholders.

SECTION 4. Representations and Warranties. Each of the Parties 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 than 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 each Party and is a 

legal, valid and binding obligation of such Party, enforceable against such Party in accordance 

with its terms, except as may be limited by bankruptcy, insolvency or similar laws affecting the 

enforcement of creditors’ rights generally.

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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).

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.

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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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SUPPORTING BONDHOLDERS 

[SUPPORTING BONDHOLDER]

By:

Name:

Title:

[Principal Amount of GDB Bonds: $_____________]

Notice Address:

Fax: 

Attention:

Email:

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