Exhibit F 

English Version of the New Bond Legislation

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 1 of 27
34 

"ENGLISH VERSION OF THE PUERTO RICO SALES TAX FINANCING 

CORPORATION ACT: 

STATEMENT OF MOTIVES 

Puerto Rico faces an unprecedented fiscal and economic crisis. This bill, as well as 

the restructuring agreement reached with the creditors of Government Development 

Bank for Puerto Rico, will enhance Puerto Rico's credibility. With this agreement, we will 

achieve significant adjustments in the repayment of the government's debts incurred by 

other administrations, but that it is now our responsibility to resolve. This way, we ensure 

that the Government is able to continue operating and serving the people of Puerto Rico. 

The positions assumed and actions taken by the prior administration caused 

Puerto Rico to lose access to the capital markets and precipitated the collapse of our 

public finance system. These actions accelerated the contraction of the Puerto Rico 

economy and increased the outmigration of residents of Puerto Rico to the United States 

mainland. 

The prior administration developed a hostile relationship with participants of the 

financial markets, including tens of thousands of residents of Puerto Rico that invested 

their savings trusting the good name and credit of the Commonwealth and that of its 

public corporations. This hostile environment towards Puerto Rico also pervaded the 

United States Congress due to the lack of transparency and honesty, while generating 

consistently negative news coverage for Puerto Rico at the local, national and global level. 

Misguided decisions of the prior administration led to the bankruptcy of the 

Commonwealth of Puerto Rico and its need to gather its resources to address and provide 

essential services to the people of Puerto Rico. This, in turn, acted as a catalyst for a 

controversy that challenged the structure pursuant to which the Puerto Rico Sales Tax 

Financing Corporation ("COFINA" by its Spanish acronym) issued its bonds. In 

particular, certain parties asserted claims arguing, among other things, that (i) CO FINA' s 

issuance of its bonds violated the Puerto Rico Constitution and (ii) the portion of the sales 

and use tax imposed by the Commonwealth at a rate of 5.5% (the "SUT") and transferred 

to COFINA constituted " available resources" of the Commonwealth pursuant to Article 

VI, Section 8, of the Puerto Rico Constitution and must be used for the payment of the 

Commonwealth's "public debt." Certain creditors also challenged the scope of the Puerto 

Rico Constitution based on the whether the Spanish term "recursos disponibles" or the 

English term "available revenues, plus surplus" was used. On May 5, 2017, the Financial 

Oversight and Management Board ("Oversight Board") created pursuant to the 

provisions of the Puerto Rico Oversight, Management and Economic Stability Act 

("PROMESA") commenced a proceeding as representative of COFINA under Title III. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 2 of 27
35 

The Commonwealth's and COFINA's various stakeholders sought an orderly 

process to resolve the disputes relating to COFINA and the ownership of the SUT 

(collectively, the "Commonwealth-COFINA Dispute"). To that end, on August 10, 2017, 

the Title III Court entered a stipulation and order appointing the Commonwealth's 

Official Committee of Unsecured Creditors to act as agent for the Oversight Board in its 

capacity as representative of the Commonwealth (the "Commonwealth Agent") and 

Bettina M. Whyte to act as agent for the Oversight Board in its capacity as representative 

of COFINA (the "COFINA Agent") in an effort to facilitate a settlement of the 

Commonwealth-COFINA Dispute. 

On June 5, 2018, the Commonwealth Agent and the COFINA Agent announced 

that they had reached an agreement in principle to resolve the Commonwealth-COFINA 

Dispute (the "Agreement in Principle"). The Agreement in Principle was premised on 

splitting the fixed amount of the SUT transferred to COFINA each fiscal year (the 

"PSTBA") between the Commonwealth and CO FINA beginning in fiscal year 2019, with 

COFINA receiving 53.65% of the yearly scheduled PSTBA and the Commonwealth 

receiving 46.35% of the yearly scheduled PSTBA plus all other revenues collected on 

account of the SUT. 

Consistent with the public policy implemented by the Governor of Puerto Rico, 

the Fiscal Agency and Financial Advisory Authority, the Oversight Board, and various 

creditors and insurers of COFINA bonds executed a plan support agreement (as 

amended and restated on September 21, 2018, the "Plan Support Agreement"), which 

incorporates the Agreement in Principle's PSTBA split and provides for the settlement of 

the Commonwealth-COFINA Dispute pursuant to a plan of adjustment for COFINA 

under Title III of PROMESA (the "COFINA Plan"). 

The Legislative Assembly is now called upon to implement the agreement by and 

among the parties of the Commonwealth-COFINA Dispute by amending the provisions 

of Act No. 91, which created COFINA and authorized it to issue bonds. These 

amendments will serve to release the lien that holders of COFINA bonds currently have 

over approximately $17.5 billion of previously pledged SUT revenues. These revenues 

will now be available for use by the Government of Puerto Rico to better serve and 

provide for its citizens. By implementing the Plan Support Agreement, this legislation 

also puts an end to the costly litigation between the agents appointed by the Oversight 

Board and settles the claims of COFINA's bondholders, while also making clear the 

original legislative intent of Act 91-2006, as amended. Moreover, as a result of this 

implementing legislation, we will be saving the Government of Puerto Rico 

approximately $437.5 million per year, which will now be available to the Government 

for the benefit of the people of Puerto Rico. 

Equally important, this legislation shows that the Legislative Assembly is 

determined to take the steps necessary to enable Puerto Rico's return to the capital 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 3 of 27
36 

markets. As one of the steps required to implement the Plan Support Agreement, this 

legislation will allow for the restructuring of the COFINA debt under Title III of 

PROMESA, act as a catalyst for other restructurings, setting the stage for Puerto Rico's 

emergence from bankruptcy, reduce costly litigation, and accelerate termination of the 

Oversight Board in accordance with PRO MESA. 

This Act demonstrates the Legislative Assembly's continued public policy 

commitment to correct Puerto Rico's financial crisis, honor Puerto Rico's financial 

obligations, regain access to the capital markets, and achieve economic certainty and debt 

sustainability for Puerto Rico. 

1 CHAPTER 1. - TITLE AND DEFINITIONS 

2 Article 1.1.-Title. 

3 This Act shall be known as the "Puerto Rico Sales Tax Financing Corporation Act." 

4 Article 1.2.-Definitions. 

5 The following terms shall have the meanings stated below: 

6 (a) "AAFAF"- means the Puerto Rico Fiscal Agency and Financial Advisory 

7 Aut/wrih;. 

8 (b) "Act" - means Act 91-2006, as amended, also known as the "Puerto Rico Sales Tax 

9 Financing Corporation Act". 

10 (c) "Ancillary Agreements" - means the Bond Indenture, the Settlement Agreement, 

11 and any otlier agreement or instrument entered into by the Corporation or the Indenture Trustee 

12 in connection with, or in furtherance of, the Restructuring Transaction and in accordance with, 

13 or in furtherance of, the Corporation Plan of Adjustment. 

14 (d) "Authorized Activities" - means the activities authorized to be carried out by the 

15 Corporation under Article 2.4 of this Act. 

16 (e) "Board of Directors"-means the Board of Directors of the Corporation. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 4 of 27
37 

1 (f) "Bond Indenture" - means one or more trust agreements, bond indentnres and any 

2 supplements or amendments thereto, or similar contracts or agreements, entered into by the 

3 Corporation and the Indenture Trustee pursuant to which Plan of Adjustment Bonds are issued, 

4 and establishing the rights and responsibilities of the Corporation and of tlie holders of Plan of 

5 Adjustment Bonds issued thereunder. 

6 

7 

(g) 

(h) 

"Chair" -means the chairperson of the Board of Directors. 

"CO FINA Revenues" - means the First Funds up to an amount equal to fifty-three 

8 and sixh1-five one hundredths percent (53.65%) of the Fixed Income for each Fiscal Year and all 

9 legal and equitable rights, title and interest thereto (including the right to receive the First Funds 

10 as set forth under Article 4.1 of this Act). 

11 (i) "CO FINA Revenues Fund" - means the segregated fund or funds owned by the 

12 Corporation into which the COFINA Revenues are deposited (1) which account shall be held in 

13 the name of the Indentnre Trustee for the benefit of the holders of the Plan of Adjustment Bonds, 

14 (2) may not be owned or controlled in any way by the Government of Puerto Rico or any 

15 Government EntihJ other than the Corporation, and (3) is maintained in one or more mainland 

16 U.S. banks. 

17 (j) 

18 by this Act. 

19 (k) 

"Corporation" - means the Puerto Rico Sales Tax Financing Corporation created 

"Corporation Plan of Adjustment" - means the plan of adjustment consummated 

20 in connection with the Corporation's case under Title III of PROMESA, including the order of 

21 the District Court confirming such plan of adjustment. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 5 of 27
38 

1 (l) "District Court" - menns the United States District Court for the District of 

2 Puerto Rico. 

3 (m) "Effective Date" - means the date on which the Corporation Plan of Adjustment 

4 becomes effective in accordance with its terms. 

5 (n) "Financing Costs" - means all costs associated with the Restructuring 

6 Transaction, including the costs, fees nnd expenses to (1) issue, service, repny or refinance the Pinn 

7 of Adjustment Bonds, whether such costs nre incurred upon issuance of such Plan of Adjustment 

8 Bonds or over the term of the Plan of Adjustment Bonds, (2) make payments as required by the 

9 AncillnnJ Agreements, (3) pay any stamp, issuance or similar taxes and other charges related to 

10 the Restructuring Transaction, provided, thnt this provision does not limit in any way the 

11 exemption from taxes set forth in Article 2.8 hereof (4) prepare for and enter into the 

12 Restructuring Transaction, and (5) perfonn nil ongoing activities relnting to the Restructuring 

13 Transaction. For the avoidance of doubt, Financing Costs nlso includes pre-closing and post14 closing administrative fees nnd expenses incurred in connection with all AncillnnJ Agreements, 

15 but does not include payments of principnl and interest on the Pinn of Adjustment Bonds. 

16 (o) "First Funds" - means the first funds comprising tlie Pledged Taxes in any Fiscal 

17 Year ns described in Article 4.1 of this Act. 

18 (p) "Fiscal Year" - means the fiscal year of the Government of Puerto Rico, which 

19 begins on July 1 and ends on June 30. 

20 (q) "Fixed Income" - means, for Fiscal Yenr 2018-2019, seven hundred eighflJ-three 

21 million, one hundred nineflJ-seven thousand, two hundred and fiftiJ-one dollars ($783,197,251) 

22 and, for each subsequent Fiscal Year, the Fixed Income for the prior Fiscal Year plus four percent 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 6 of 27
39 

1 (4%) of such Fixed Income, up to the Maximum Amount. The Fixed Income for each Fiscal Year 

2 slwll be funded from the first revenues collected of the Pledged Taxes. 

3 (r) "Government Entiti/' - means any agency, department, office, public corporation, 

4 trust, fund, system, instrunzentalihJ, political subdivision, taxing autlwrity or municipalihJ of the 

5 Government of Puerto Rico. 

6 (s) "Government of Puerto Rico" - means the Conmwnwealth of Puerto Rico and the 

7 government tliereof 

8 (t) "Indenture Trustee" - means the Person designated as trustee or indenture trustee 

9 under the Bond Indenture, including any successor trustee or indenture trustee under the Bond 

10 Indenture. 

11 (u) "Maximum Amount" - means One Billion Eight Hundred and FifhJ Million 

12 dollars ($1,850,000,000.00). 

13 (v) "Oversight Board" - means the Financial Oversight and Management Board for 

14 Puerto Rico establislied pursuant to Article 1.1 of PRO MESA. 

15 (w) "Person" - means any natural person or legal entity, including, but not limited to, 

16 tlie Government of Puerto Rico, any Government Entiti;, or any firm, partnership, joint venture, 

17 trust, estate, limited liabilihJ company, corporation of individuals, association, or public or private 

18 corporation, organized or existing under the laws of Puerto Rico, the United States of America, 

19 any state or any other jurisdiction, or any state, municipalihJ, political subdivision, taxing 

20 authority, agency or instrumentality of the United States of America, any state or any other 

21 jurisdiction, or any combination thereof 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 7 of 27
40 

1 (x) "Pinn of Adjustment Bonds" - means any Restructuring Bonds and any 

2 Refunding Bonds. 

3 (y) "Pledged Taxes" - means, subject to the provisions of Article 3.3 hereof (1) the 

4 present and future revenues and collections generated by the portion of the Sales Tax that 

5 corresponds to a tax rate of five and one-half percent (5.5% ), and (2) the Substituted Collateral, if 

6 any. 

7 (z) "PROMESA" - means the "Puerto Rico Oversight, Management, and Economic 

8 StabilihJ Act", Pub. L. No. 114-187, 130 Stat. 549 (2016), 48 U.S.C. 2101 et. seq. 

9 (aa) "Refunding Bonds" - means the bonds issued by the Corporation pursuant to the 

10 Act and the Ancillan1 Agreements, on a pari passu basis with the Restructuring Bonds, to retire, 

11 refinance or defense any Plan of Adjustment Bonds. 

12 (bb) "Restructuring Bonds" - means the bonds issued by the Corporation pursuant to 

13 this Act, the Corporation Pinn of Adjustment, and the AncillnnJ Agreements, having terms that 

14 conform to, and that are authorized, determined to be valid, and distributed in accordance with, 

15 the Corporation Plan of Adjustment. 

16 (cc) "Restructuring Resolution" - means one or more resolutions of the Board of 

17 Directors authorizing: (1) the issuance of Plan of Adjustment Bonds and describing the terms 

18 thereof; and (2) the payment of the Financing Costs, each in accordance with the terms of the 

19 Corporation Pinn of Adjustment. 

20 (dd) "Restructuring Transaction" - means the transactions contemplated by, or in 

21 furtherance of the Corporation Plan of Adjustment. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 8 of 27
1 

41 

(ee) "Snles Tnx" - menns the snles nnd use taxes imposed by tl1e Government of Puerto 

2 Rico pursunnt to Sections 4020.01 nnd 4020.02 of Subchnpter D of Act No. 1-2011, as amended, 

3 known as the Internnl Revenue Code for n New Puerto Rico. 

4 (ff) "Settlement Agreement" - menns the Settlement Agreement, dnted as of October 

5 {15), 2018, between the Oversight Bonrd, on behnlf of the Government of Puerto Rico, nnd the 

6 agent for the Corporation nppointed by the Oversight Bonrd to settle or litignte the dispute between 

7 the Government of Puerto Rico nnd the Corporation regarding the ownership of the Sales Tax. 

8 (gg) "Substituted Collnteral" - means all or a portion of a tax of general applicabilihJ 

9 throughout Puerto Rico that is enacted in full substitution of the Pledged Tnxes or otherwise 

10 constitutes like or comparable securihJ for the Plan of Adjustment Bonds. 

11 (hh) "Substitution Requirements" - means (1) the enactment of legislation providing 

12 for Substituted Collateral that also provides (A) that the Substituted Collateral in nn amount equnl 

13 to the CO FINA Revenues hns been irrevocably transferred to and is owned solely and exclusively 

14 by the Corporation to the full extent provided under Article 2.2 of this Act, (B) that, following 

15 such transfer, such Substituted Collateral in an amount equal to the CO FINA Revenues is not, 

16 and shall not constitute, "available resources" or "available revenues" of the Government of 

17 Puerto Rico as that ternz is used in Section 8 of Article VI of the Puerto Rico Constitution or ns 

18 otherwise used in the Puerto Rico Constitution (whether construed pursunnt to the Spanish or 

19 English version of the Puerto Rico Constitution), (C) for a lien on such Substituted Collateral in 

20 favor of the Indenture Trustee for the benefit of the holders of Plan of Adjustment Bonds to the full 

21 extent provided for under Article 3.2 of this Act, arid (D) that the Government of Puerto Rico and 

22 the Government Entities shall continue to provide the covenants set forth in Article 3.3 of this Act 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 9 of 27
42 

l with respect to such Substituted Collateral, and (2) prior to the substitution of the Substituted 

2 Collateral, the ratings requirements set forth in the Ancillary Agreements are satisfied with respect 

3 to the Substituted Collateral. 

4 CHAPTER 2. - THE PUERTO RICO SALES TAX FINANCING CORPORATION 

5 Article 2.1. - Creation and Separate Legal Existence of the Corporation. 

6 There is created a public corporation and instrumentality of the Government of Puerto 

7 Rico, which constitutes a corporate and political entiti; independent and separate from the 

8 Comnwmvenlth of Puerto Rico to be known as the Puerto Rico Sales Tax Financing Corporation. 

9 The Corporation, which was created pursuant to the provisions of this Act, is and shall be 

10 recognized for all purposes as an independent and separate legal entihJ from the Government of 

l l Puerto Rico and any other Government Entin;. It shall be operated independently, and its business 

12 and affairs shall be governed by or under the direction of its Board of Directors. 

13 Article 2.2. - Ownership of the CO FINA Revenues. 

14 (a) Any and all ownership interests and rights to the COFINA Revenues were, have 

l 5 been or are hereby transferred to the Corporation. 

16 (b) The transfer described in (n) above is an absolute transfer of all legal and equitable 

17 right, title and interest, and not a pledge or other financing. 

18 (c) The Corporation is and will be the sole and exclusive owner of the COFINA 

19 Revenues until such time as the Plan of Adjustment Bonds, together with any interest thereon, . 

20 and all amounts and obligations under nil Ancillnn; Agreements, have been completely paid in 

21 cash in full or have otherwise been discharged in accordance with their terms. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 10 of 27
43 

1 (d) Persons designnted ns withholding ngents for purposes of the imposition nnd 

2 collection of the Snles Tnx pursunnt to the Act 1-2011, ns nmended, nlso known ns the Internnl 

3 Revenue Code for n New Puerto Rico, shnll be deemed to collect nny portion of the Snles Taxes in 

4 which the Corporation has an ownership interest on behalf of the Corporation. Any such 

5 withholding ngent will continue to be subject to nny nnd all obligations and responsibilities 

6 imposed by the Intemnl Revenue Code for n New Puerto Rico, on withholding ngents in relntion 

7 to the imposition nnd collection of the Snles Tnx. 

8 (e) The COFINA Revenues do not constitute "nvnilable resources" or "availnble 

9 revenues" of the Government of Puerto Rico ns used in Section 8 of Article VI of the Puerto Rico 

10 Constitution or as otherwise used in the Puerto Rico Constitution (whether construed pursunnt 

11 to the Spanish or English version of the Puerto Rico Constitution). 

12 Article 2.3.-Purpose of the Corporation. 

13 On and nfter the Effective Dnte, the Corporation's purpose will be to (n) issue the Plan of 

14 Adjustment Bonds, (b) own and administer the CO FINA Revenues, nnd (c) issue nny other bonds, 

15 notes or evidence of indebtedness of the Corporation ns may be permitted by the Corporation Pinn 

16 of Adjustment nnd the Ancillnn; Agreements and which will be payable from such sources ns may 

17 be provided for by the Legislntive Assembly .. 

18 Article 2.4.-The Corporation's Activities. 

19 The Corporation's nctivities shall be limited to the following Authorized Activities: 

20 (n) receiving and owning the CO FINA Revenues nnd such other revenues or properh; 

21 as mny be provided or transferred to the Corporation; 

22 (b) adopting the Restructuring Resolution; 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 11 of 27
44 

1 (c) issuing, from time to time, Plan of Adjustment Bonds and any bonds, notes or 

2 evidences of indebtedness the issuance of which is authorized by Article 2.3 of this Act; 

3 

4 

(d) 

(e) 

entering into and performing the Ancillan; Agreements; 

to pay any bonds, notes or evidences of indebtedness the issuance of which is 

5 authorized by Article 2.3 of this Act by pledging, on a basis subordinate in all respects to the lien 

6 established in Article 3.2 of this Act, (1) any amounts remaining of the CO FINA Revenues after 

7 the payment of principal and interest on the Plan of Adjustment Bonds or (2) any other funds or 

8 property that may be allocated to the Corporation after the Effective Date; and 

9 (f) taking any and all other actions as may be necessan; or appropriate to effectuate the 

10 Restructuring Transaction and the Corporation Plan of Adjustment, including malcing 

11 amendments to, exchanging and/or canceling bonds issued by the Corporation prior to the· 

12 Effective Date and amending and restating agreements of the Corporation relating tliereto. 

13 Article 2.5.-Ancillary Powers. 

14 In order to earn; out the Authorized Activities, without limiting the foregoing, the 

15 Corporation shall have the power to: 

16 

17 

18 

(a) 

(b) 

(c) 

sue and be sued in any Commonwealth court or the District Court; 

adopt, alter and use a seal; 

formulate, adopt, amend and revoke rules for the administration and management 

19 of its affairs, and such standards, rules and regulations that may be necessan; or convenient to 

20 exercise and perform the Authorized Activities; 

21 

22 

(d) 

(e) 

open and maintain bank accounts, including the CO FINA Revenues Fund; 

acquire, hold, lease, sell and otherwise transfer properti;; 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 12 of 27
45 

1 (f) have complete legal and equitable dominion over its properties (including the 

2 CO FINA Revenues), subject to the statuton; lien estrblished under Article 3.2 of this Act; 

3 (g) make, execute and amend contracts and all other instruments necessan; or 

4 convenient to perform the Authorized Activities; 

5 (h) appoint and remove officers, agents, employees and contractors, establish their 

6 compensations, powers and duties, in each case, in accordance with the Ancillan; Agreements; 

7 

8 

(i) 

(j) 

pay its operating expenses and the Financing Costs; 

procure insurance, including insurance covering the Corporation's directors and 

9 officers, against loss in connection with its activities, properties or assets; 

10 (k) invest funds and establish and maintain reserves as required by, and pursuant to 

11 standards set forth in, the Ancillan; Agreements; 

12 (l) indemnify the members of the Board of Directors, its officers, agents, employees, 

13 contractors and other third parties for conduct that does not constitute gross negligence, willful 

14 misconduct or fraud; 

15 (m) exercise such other powers, not inconsistent herewith, as may be necessan; to earn; 

16 out the Authorized Activities; 

17 (n) take any action or measure necessary or convenient to carry out its purposes and 

18 exercise the powers expressly granted in this Article; 

19 (o) delegate to its officers, agents, employees or contractors autlwriti; to take actions in 

20 furtherance of this Act; and 

21 (p) execute, file and amend any relevant returns, forms, elections or statements with 

22 any governmental authoriti;. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 13 of 27
46 

1 Article 2.6.-Prohibited Activities. 

2 While the Plan of Adjustment Bonds are outstanding, the Corporation shall not be 

3 authorized to: 

4 

5 

(a) 

(b) 

merge or consolidate, directly or indirectly, with nny Person; 

incur, guarantee or otherwise become obligated to pay nny debt or other obligations 

6 other thnn tlie Plan of Adjustnzent Bonds, operating costs, the Financing Costs and nny bond, note 

7 or evidence of indebtedness pemzitted under Article 2.3 hereof; 

8 (c) pledge, create or record liens on any of its properties (including the COFINA 

9 Revenues), other than (1) the pledge to secure the payment of Pinn of Adjustment Bonds created 

10 pursuant to Article 3.2 of this Act or (2) nny pledge or lien to secure any bond, note or evidence of 

11 indebtedness permitted under Article 2.3 hereof but only to tlze extent such pledge or lien is 

12 subordinate in nil respects to the lien established in Article 3.2 of this Act; 

13 

14 

(d) 

(e) 

engage in business activities other thnn as expressly authorized in this Act; 

dissolve, liquidate, sell or, except as permitted by Article 2.4(e), otherwise transfer 

15 nny or all of its properties (including the CO FINA Revenues); and 

16 (f) take any other action thnt is inconsistent with the Corporation's purpose set forth 

17 in this Act or ancillary thereto. 

18 Article 2.7.-Bonrd of Directors. 

19 The powers of tlie Corporation slznll be exercised by the Bonrd of Directors. 

20 (n) Composition of the Board of Directors. 

21 The Board of Directors shall be composed of three (3) members, who shall meet the 

22 requirements set forth in Article 2.7 (b)(iii) of this Act nnd slwll be appointed by tlie Governor of 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 14 of 27
47 

1 Puerto Rico; provided, that, pursuant to the provisions of the AncillanJ Agreements, certain 

2 holders of Plan of Adjustment Bonds may submit up to three (3) recommendations for the 

3 Governor's consideration of the initial appointment of the Corporation's directors but the 

4 Governor shall be under no obligation to appoint any such recommended persons. 

5 

6 

(b) General Provisions regarding the Board of Directors. 

(i) Each member of the Board of Directors shall be appointed for a term of three 

7 (3) years and may seroe consecutive terms as an appointed member; provided, that the 

8 Governor may remove any member prior to the expiration of their temz if such member 

9 fails to uphold the responsibilities set forth in this Act or for gross negligence, willful 

10 misconduct or fraud; 

11 

12 

(ii) each member of the Board of Directors shall be entitled to one (1) vote; 

(iii) each member of the Board of Directors shall satisfiJ the independence and 

13 qualification standards (including that no member of the Board of Directors may be an 

14 officer, employee or director of any Government Entity other than the Corporation) set 

15 forth in the Ancillary Agreements; 

16 (iv) all decisions and actions of the Board of Directors shall reqmre the 

17 affirmative vote of the majorihJ of the members of the Board of Directors at the time seroing; 

18 provided, that, the Corporatio.n's bylaws may require a higher approval threshold for 

19 particular matters described therein; and 

20 

21 

22 

(v) the members of the Board of Directors shall select a Chair from among 

themselves. 

(c) Vacancies. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 15 of 27
48 

1 In the event of a vacanci; in the office of a member of the Board of Directors by death, 

2 removal, resignation or otherwise, a successor member who meets the requirements set forth in 

3 Article 2.7 (b)(iii) of this Act slwll be appointed by the Governor of Puerto Rico subject to Article 

4 2.7(b)(i) hereof 

5 (d) Compensation. 

6 Members of the Board of Directors shall receive such compensation as is authorized 

7 pursuant to the Ancillan; Agreements. 

8 (e) Adoption and Amendment of Rules. 

9 As soon as practicable after the appointment of all members and appointment of the Chair, 

10 the Corporation shall adopt rules and procedures governing its activities under this Act. The Board 

11 of Directors shall be entitled to amend such rules and procedures from time to time. 

12 (f) Quorum. 

13 A majorihJ of the members of the Board of Directors at the time serving slwll constitute a 

14 quorum to make decisions or exercise any power or function of the Corporation. Any one or more 

15 members may participate in a meeting of tlie Board of Directors by teleconference or similar 

16 communications equipment. Participation by such means shall constitute presence in person at 

17 the meeting. Any action necessan; or allowed in any meeting of tlze Board of Directors shall be 

18 authorized with no need for a meeting, if all the members of the Board of Directors give their 

19 written consent concerning such action. 

20 (g) Delegation. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 16 of 27
49 

1 The Bonrd of Directors mny delegnte to one or more of the members, or to the Corporation's 

2 officers, ngents nnd employees, such powers nnd duties ns the Bonrd of Directors mny deem 

3 npproprinte. 

4 Article 2.8.-Tnx Exemption. 

5 (n) It is hereby found nnd declnred thnt the activities of the Corporation are for n public 

6 purpose. As a result, the Corporation shnll be totnlly exempt from, and shnll not be required to pay 

7 nny kind of taxes, assessments, licenses, stnmps, fees or other similar charges levied by the 

8 Government of Puerto Rico or nny Government Entity upon any of the properhJ thnt the 

9 Corporation owns, possesses, holds or uses or on its nctivities, or upon any income, pnyment or 

10 gain derived therefrom. 

11 (b) The Pinn of Adjustment Bonds, including, but not limited to, nny payments or 

12 income with respect to the Plan of Adjustment Bonds nnd the transfer of the Plan of Adjustment 

13 Bonds, shnll, nt nil times, be totally exempt from nil kinds of taxes, assessments, licenses, stnmps, 

14 fees nnd other chnrges levied by the Government of Puerto Rico or any Government Entity. 

15 Holders nnd beneficinl owners of the Pinn of Adjustment Bonds shall not be subject to any tax 

16 return filing or nny other tax reporting or similnr requirement in respect of the Government of 

17 Puerto Rico or any Government Entity by reason of Jwlding, owning or transferring the Plan of 

18 Adjustment Bonds. 

19 Article 2.9.-Innpplicability of Certnin Laws. 

20 The following Imus or provisions shnll not npply to the Corporation notwithstanding that 

21 they may appenr to npply to the Corporation: 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 17 of 27
50 

1 (n) Clznpters 4 nnd 6 of Act 26-2017, as amended, known ns tlze "Fiscnl Plan 

2 Compliance Act"; 

3 (b) Act 1-2012, ns nmended, known as the "Puerto Rico Government Ethics Act of 

4 2011"; 

5 (c) Act 103 of May 25, 2006, as amended, known as tlze "Act for the Fiscnl Reform of 

6 tlze Government of the Conmwmuealth of Puerto Rico of 2006"; 

7 (d) Act 8-2017, as amended, known as the "Act for tlze Transformation of tlze 

8 Government's Human Resources"; 

9 (e) Act 237-2004, as nmended, known as tlze "Act to Establish Uniform Parameters 

10 for Contracting Professional and Consulting Services by Agencies and Instrumentalities of tlze 

11 Government of Puerto Rico"; 

12 (f) Act 197 -2002, ns amended, known as the "Act to Regulate the Transition Process 

13 of the Government of Puerto Rico"; 

14 (g) Act 78-2011, as amended, known ns the "Electoral Code of Puerto Rico for tlze XXI 

15 Century"; 

16 (h) Act 38-2017, known as the "Uniform Administrative Procedures Act of the 

17 Government of Puerto Rico"; 

18 

19 

20 Act"; 

21 

(i) 

(j) 

(k) 

Plan 3-2011, as amended, known as "General Services Reorgnnization Plan"; 

Act 230 of July 23, 1974, as amended, known as the "Government Accounting 

Act 3 -2017, known as the "Law to Address tlze Economic, Fiscal nnd Budgetnry 

22 Crisis nnd Ensure the Functioning of the Government of Puerto Rico"; nnd 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 18 of 27
51 

l (l) Act 14 of April 17, 1972, as amended. 

2 CHAPTER 3. - THE RESTRUCTURING TRANSACTION 

3 Article 3.1.-Issuance of Plan of Adjustment Bonds. 

4 (a) From and after the Effective Date, the Corporation shall be authorized to issue Plan 

5 of Adjustment Bonds, from time to time, pursuant to the Corporation Plan of Adjustment and the 

6 terms and conditions authorized by the Corporation and set forth in tlze applicable Restructuring 

7 Resolution and the Ancillan; Agreements. 

8 (b) Plan of Adjustment Bonds shall be dated, shall bear interest at such rates and shall 

9 mature at such time or times as may be determined by the Corporation and authorized in the 

10 applicable Restructuring Resolution in accordance and consistent with the Corporation Plan of 

11 Adjustment. The Corporation shall determine the form of Plan of Adjustment Bonds and the 

12 manner of execution of Plan of Adjustment Bonds, and shall fix the denomination or 

13 denominations of Plan of Adjustment Bonds and the place or places of payment of principal thereof 

l 4 and interest thereon, the terms of redemption and purchase in lieu of redemption and the other 

15 terms thereof, all in accordance and consistent with tlze Corporation Plan of Adjustment. Such 

l 6 Plan of Adjustment Bonds may be sold at public or private sale for such price or prices as the 

17 Corporation shall determine, or issued in exchange for existing bonds of the Corporation in 

18 accordance with the Plan of Adjustment. 

19 (c) Plan of Adjustment Bonds shall be payable solely from the CO FINA Revenues in 

20 accordance with tlze terms of this Act and the Ancillary Agreements. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 19 of 27
52 

I (d) The Corporation may purchase bonds issued by the Corporation on the terms and 

2 in accordance with the Corporation Plan of Adjustment and applicable Ancillary Agreements at 

3 a price not exceeding the redemption price thereof All bonds so purchased shall be cancelled. 

4 (e) Neither the members of the Board of Directors nor any natural Person executing 

5 such bonds shall be liable personally on the bonds or be subject to any personal liability or 

6 accountabilihJ by reason of the issuance thereof 

7 (f) Plan of Adjustment Bonds s/wll not constitute a debt of the Government of Puerto 

8 Rico or of any Government EntihJ other than the Corporation. This statement shall be included in 

9 the Plan of Adjustment Bonds, the Bond Indenture and the disclosure documentation relating to 

IO such bonds. 

11 Article 3.2.-StatutonJ Lien. 

12 Plan of Adjustment Bonds shall automatically, upon the issuance of such Plan of 

13 Adjustment Bonds, be secured by a statutonJ first lien on all of the Corporation's right, title and 

14 interest in and to the Pledged Taxes, including any moneys, income, revenues, accounts, contract 

15 rights or general intangibles derived therefrom, in favor of the Indenture Trustee for the benefit of 

16 the holders of Plan of Adjustment Bonds. Such statuton1 first lien shall occur automatically and 

17 shall automatically attach and be perfected, valid and binding from and after the Effective Date, 

18 without any further act or agreement by any .Person. No instrument needs to be executed or 

19 delivered or recorded in any official record or in any government registnJ or office in order to 

20 perfect or continue such statuton1 first lien or to establish or maintain the priority thereof No 

21 commingling of the Pledged Taxes with any property of the Government of Puerto Rico, any other 

22 Government EntihJ or any other Person shall limit, defeat, impair or interfere with such statuton1 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 20 of 27
53 

l lien. Such lien s/wll be valid, binding, perfected and enforceable against all Persons having claims 

2 of any kind in tort, contract or otherwise against the Corporation or its assets irrespective of 

3 whether such Persons have notice of such lien. 

4 Article 3.3.-Covenants Regarding Plan of Adjustment Bonds and the Restructuring 

5 Transaction. 

6 The Government of Puerto Rico, with the intent of being contractually bound, hereby 

7 agrees and covenants with the Corporation and each Person that holds Plan of Adjustment Bonds, 

8 and authorizes the Corporation to include such covenant in the Bond Indenture for tlie benefit of 

9 the holders of Plan of Adjustment Bonds, that it will not, and no Government Entiflj shall be 

10 authorized to, until the Plan of Adjustment Bonds, together with the interest thereon, and all 

11 amounts and obligations under all Ancillary Agreements, have been completely paid in cash in 

12 full or otherwise discharged in accordance with their ternzs: 

13 (a) take any action that would (A) impair the Corporation's right to receive the 

14 CO FINA Revenues, (B) limit or alter the rights vested in the Corporation in accordance with the 

15 Corporation Plan of Adjustment to fulfill the temzs of any agreements with the holders of Plan of 

16 Adjustment Bonds, (C) materially and adversely impair the collection of tlie Pledged Taxes in any 

17 Fiscal Year, or (D) impair the rights and remedies of the holders of the Plan of Adjustment Bonds 

18 or the collateral security established under Article 3.2 of this Act; 

19 (b) reduce the Pledged Taxes to a rate less than five and one-half percent (5.5%) unless, 

20 in connection with such reduction, the credit rating and other requirements set forth in the 

21 Ancillan; Agreements are satisfied; provided, however, that, notwithstanding the foregoing, until 

22 all obligations with respect to the Plan of Adjustment Bonds have been paid or satisfied in full in 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 21 of 27
54 

I accordance with their temzs, if the rate of the Pledged Taxes is reduced below three percent (3%), 

2 then, in connection with such reduction, the Government of Puerto Rico must comply with the 

3 Substitution Requirements; 

4 (c) impair, limit, restrict, rescind, delay or modifiJ the rights or powers of the 

5 Corporation, the Indenture Trustee or the holders of Plan of Adjustment Bonds under this Act or 

6 relnting to the COFINA Revenues, or the Corporation's ability to meet its obligations to its 

7 bondholders; 

8 (d) amend this Act to impair, limit, restrict, rescind, delay or modifiJ any obligation or 

9 commitment of the Corporation to the holders of Pinn of Adjustment Bonds; and 

10 (e) limit or restrict the rights or powers of the appropriate officers of the Government 

11 of Puerto Rico to impose, maintain, charge or collect the Pledged Taxes, provided that the foregoing 

12 slwll not preclude the Government of Puerto Rico from exercising its power, through n change in 

13 law, replace the portion of the Sales Tax that corresponds to n tax rate of five and one lwlf percent 

14 (5.5%) with Substituted Collateral in accordance with the Substitution Requirements. 

15 CHAPTER 4. - FUNDING OF THE CORPORATION; DEPOSITS AND DISBURSEMENTS. 

16 Article 4.1.-First Dollars Funding of CO FINA Revenues. 

17 (a) Each Fiscal Year, the first funds comprising the Pledged Taxes shall be transferred 

18 to, and deposited with, the Corporation, or any account or fund (including the CO FINA Revenues 

19 Fund or nn account or fund controlled by the Indenture Trustee designated in the Bond Indenture 

20 pursuant to which obligations were incurred in accordance with this Act and the Ancillan; 

21 Agreements) designated by the Corporation, until such time as the Corporation has received nn 

22 amount equal to the CO FINA Revenues for such Fiscal Year. The requirement that the first funds 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 22 of 27
55 

1 comprising the Pledged Taxes up to the COFINA Revenues be deposited with the Corporation or 

2 in any account or fund (including the CO FINA Revenues Fund or an account or fund controlled 

3 by the Indenture Trustee designated in the Bond Indenture pursuant to wl1ich obligations were 

4 incurred in accordance with this Act and the Ancillan; Agreements) designated by the 

5 Corporation may not be modified; provided, that the Bond Indenture may contain provisions 

6 allowing for the quarterly distribution of the Pledged Taxes between the Corporation and the 

7 Government of Puerto Rico upon satisfaction of the requirements set forth in the Bond Indenture 

S and consistent with the Corporation Plan of Adjustment. The Corporation shall have the rights 

9 set forth in this Article 4.1 until such time as the Plan of Adjustment Bonds, together with any 

10 interest thereon, and all obligations under all Ancillan; Agreements, have been completely paid in 

11 cash in full or have otherwise been discharged in accordance with their terms. 

12 (b) During each Fiscal Year, the Indenture Trustee or such other Person as may be 

13 designated in the Bond Indenture shall determine, on a monthly basis, if the Corporation has 

14 received the COFINA Revenues. Once the Indenture Trustee or such other Person determines 

15 that the CO FINA Revenues have been deposited with the Indenture Trustee (or that portion of the 

16 COFINA Revenues as the Corporation may be entitled to the extent the quarterly distribution 

17 referenced in Article 4.1(a) above is in effect), all revenues of the Pledged Taxes received after such 

18 determination shall be transferred to the Government of Puerto Rico. 

19 (c) No Person who collects or holds the Pledged Taxes shall have any legal or equitable 

20 right, title or interest thereto solely by virtue of the fact that it collects or holds the Pledged Taxes. 

21 Article 4.2.-Excess Funding. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 23 of 27
56 

l The nmounts deposited with tl1e Corporation ench Fiscnl Year in excess of the nmounts 

2 required to pay principal and interest on the Pinn of Adjustment Bonds then due nnd pnyable 

3 (including the principal and interest due nnd payable on any past due Pinn of Adjustment Bonds), 

4 satisfi; obligations assumed pursuant to the Bond Indenture or other Ancillary Agreements then 

5 due nnd paynble, pay its Financing Costs or operating expenses as provided in the Ancillnn; 

6 Agreement, or make nny other pnyment relnted to other obligations incurred by the Corporation, 

7 will be transferred to the Corporation, free and clear of the lien established by Article 3.2 of this 

8 Act and any other lien established by the Bond Indenture or other Ancillnry Agreement. 

9 CHAPTER 5. - MISCELLANEOUS PRO VISIONS. 

10 Article 5.1. -Severability. 

11 This Act shnll be interpreted in n manner to render it valid to the extent practicnble in 

12 accordance with the Puerto Rico Constitution nnd the U.S. Constitution. If any clause, paragraph, 

13 subparagraph, sentence, word, letter, article, provision, section, subsection, title, chapter, 

14 subclwpter, hending, or part of this Act, were to be annulled or declnred unconstitutionnl, the order 

15 to such effect will neither affect nor invnlidnte the remainder of this Act. The effect of such an order 

16 slwll be limited to the clause, paragraph, subparagraph, sentence, word, letter, nrticle, provision, 

17 section, subsection, title, chnpter, subchnpter, heading, or pnrt of this Act so nnnulled or declared 

18 unconstitutional. If the npplication to n Person or circumstnnce of any clause, pnragraph, 

19 subparagraph, sentence, word, letter, article, provision, section, subsection, title, chapter, 

20 subclwpter, hending, or part of this Act, were to be annulled or declnred unconstitutionnl, the order 

21 to such effect will neither affect nor invalidate the npplication of the remainder of this Act to such 

22 Persons or circumstnnces to which it mny be validly applied. It is the express and unequivocnl 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 24 of 27
57 

1 intent of this Legislative Assembly that the courts of law enforce the provisions and application of 

2 this Act to the greatest possible extent, even if any of its parts is annulled, invalidated, affected or 

3 declared unconstitutional, or even if the application thereof to any Person or circumstance is 

4 annulled, invalidated or declared unconstitutional. This Legislative Assembly would have passed 

5 this Act regardless of the ruling on severability that a Court may issue. 

6 Article 5.2.- Language Omflict. 

7 This Act shall be adopted both in English and Spanish. If in the interpretation or 

8 application of this Act any conflict arises as between the English and Spanish texts, the English 

9 text shall govern." 

10 Secci6n 26.- Se derogan los Artfculos 2 y 4 de la Ley 116-2013, seg(m enmendada. 

11 Secci6n 27.- Se enmienda el Artfculo 25-A de la Ley 44 del 21 de junio de 1988, 

12 seg(m enmendada, para que lea en su totalidad como sigue: 

13 "(a

) . .. 

14 

15 (k) Durante el perfodo comprendido entre la fecha de aprobaci6n de esta Ley y el 

16 31 de diciembre de 2012, la Autoridad ha bra de disponer de los activos depositados en la 

17 Cuenta de! Corpus de la siguiente manera: 

18 (i) ... 

19 (ii) el remanente, permanecera en la Cuenta de! Corpus y se utilizara para 

20 comprar un bono de apreciaci6n de capital emitido por la Corporaci6n para 

21 el Fondo de Interes Apremiante de Puerto Rico con un vencimiento no 

22 menor de 30 aflos ni mayor de 40 afios y a una tasa de interes de no menos 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 25 of 27
58 

1 de 7.00%. El Sistema de Retiro de Empleados del Estado Libre Asociado de 

2 Puerto Rico y la Autoridad para el Financiamiento de la Infraestructura de 

3 Puerto Rico no podran disponer voluntariamente del bono de la 

4 Corporaci6n del Fondo de lnterE$ Apremiante de Puerto Rico, a menos que 

5 dicha disposici6n sea autorizada por la Autoridnd de Asesorfn Finnnciern y 

6 Agencin Fiscal de Puerto Rico [el Banco Gubernamental de Fomento para 

7 Puerto Rico y en el caso del bono depositado en la Cuenta del Corpus, 

8 aprobada mediante Resoluci6n Conjunta por la Asamblea Legislativa]." 

9 Secci6n 28.- Separabilidad. 

10 Esta Ley se interpretara de tal manera para hacerla valida, en la medida que sea 

11 factible, de acuerdo a la Constituci6n de Puerto Rico y la Constituci6n de los Estados 

12 Unidos de America. Si cualquier clausula, parrafo, subparrafo, oraci6n, palabra, letra, 

13 articulo, disposici6n, secci6n, subsecci6n, titulo, capitulo, subcapitulo, acapite o parte de 

14 esta Ley fuera anulada o declarada inconstitucional, la orden a tal efecto dictada no 

15 afectara, perjudicara, ni invalidara el remanente de esta Ley. El efecto de dicha orden 

16 quedara limitado a la clausula, parrafo, subparrafo, oraci6n, palabra, letra, articulo, 

17 disposici6n, secci6n, subsecci6n, titulo, capitulo, subcapftulo, acapite o parte de la misma 

18 que asi hubiere sido anulada o declarada inconstitucional. Si la aplicaci6n a una Persona 

19 o a una circunstancia de cualquier clausula, parrafo, subparrafo, oraci6n, palabra, letra, 

20 articulo, disposici6n, secci6n, subsecci6n, titulo, capitulo, subcapitulo, acapite o parte de 

21 esta Ley fuera invalidada o declarada inconstitucional, la resoluci6n, dictamen o 

22 sentencia a tal efecto dictada no afectara ni invalidara la aplicaci6n del remanente de esta 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 26 of 27
59 

1 Ley a aquellas Personas o circunstancias en que se pueda aplicar validamente. Es la 

2 voluntad expresa e inequivoca de esta Asamblea Legislativa que los tribunales hagan 

3 cumplir las disposiciones y la aplicaci6n de esta Ley en la mayor medida posible, aunque 

4 se deje sin efecto, anule, invalide, perjudique o declare inconstitucional alguna de sus 

5 partes, o aunque se deje sin efecto, invalide o declare inconstitucional su aplicaci6n a 

6 alguna persona o circunstancia. Esta Asamblea Legislativa hubiera aprobado esta Ley sin 

7 importar la determinaci6n de 

_

separabilidad que el Tribunal pueda hacer. 

8 Secci6n 29.- Supremacia. 

9 Las disposiciones de esta Ley prevaleceran sabre cualquier otra disposici6n 

10 general o especifica de cualquier otra ley o reglamento de! Gobierno de Puerto Rico que 

11 sea inconsistente con esta Ley. 

12 Secci6n 30.- Vigencia. 

13 Esta Ley comenzara a regir en la Fecha de Efectividad, segun dicho termino esta 

14 definido en la Ley 91-2016, segun enmendada por esta Ley. 

Case:17-03283-LTS Doc#:4299-6 Filed:11/16/18 Entered:11/16/18 17:19:58 Desc:

Exhibit F Page 27 of 27