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Bond’’ means a Bond that does not pay interest on 
a current basis, but for which interest amounts are 
added to principal over time as specified in the rel-
evant offering materials and which converts to a cur-
rent pay bond on a future date. 
(6) INFORMATION
AGENT.—The term ‘‘Infor-
mation Agent’’ means an information agent ap-
pointed in accordance with subsection (l). 
(7) 
INSURED
BOND.—The 
term 
‘‘Insured 
Bond’’ means a bond subject to a financial guar-
antee or similar insurance contract, policy or surety 
issued by a monoline insurer. 
(8) ISSUER.—The term ‘‘Issuer’’ means, as ap-
plicable, the Territory Government Issuer or an Au-
thorized Territorial Instrumentality that has issued 
or guaranteed at least one Bond that is Out-
standing. 
(9) MODIFICATION.—The term ‘‘Modification’’ 
means any modification, amendment, supplement or 
waiver affecting one or more series of Bonds, includ-
ing those effected by way of exchange, repurchase, 
conversion, or substitution. 
(10) OUTSTANDING.—The term ‘‘Outstanding,’’ 
in the context of the principal amount of Bonds, 
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shall be determined in accordance with subsection 
(b). 
(11) OUTSTANDING
PRINCIPAL.—The term 
‘‘Outstanding Principal’’ means— 
(A) for a Bond that is not a Capital Ap-
preciation Bond or a Convertible Capital Appre-
ciation Bond, the outstanding principal amount 
of such Bond; and 
(B) for a Bond that is a Capital Apprecia-
tion Bond or a Convertible Capital Appreciation 
Bond, the current accreted value of such Cap-
ital Appreciation Bond or a Convertible Capital 
Appreciation Bond, as applicable. 
(12) POOL.—The term ‘‘Pool’’ means a pool es-
tablished in accordance with subsection (d). 
(13) QUALIFYING
MODIFICATION.—The term 
‘‘Qualifying Modification’’ means a Modification pro-
posed in accordance with subsection (g). 
(14) SECURED
POOL.—The term ‘‘Secured 
Pool’’ means a Pool established in accordance with 
subsection (d) consisting only of Bonds that are se-
cured by a lien on property, provided that the inclu-
sion of a Bond Claim in such Pool shall not in any 
way limit or prejudice the right of the Issuer, the 
Administrative Supervisor, or any creditor to re-
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characterize or challenge such Bond Claim, or any 
purported lien securing such Bond Claim, in any 
other manner in any subsequent proceeding in the 
event a proposed Qualifying Modification is not con-
summated. 
(15) TERRITORY
GOVERNMENT
ISSUER.—The 
term ‘‘Territory Government Issuer’’ means the Gov-
ernment of Puerto Rico or such covered territory for 
which an Oversight Board has been established pur-
suant to section 101. 
(b) OUTSTANDING BONDS.—In determining whether 
holders of the requisite principal amount of Outstanding 
Bonds have voted in favor of, or consented to, a proposed 
Qualifying Modification, a Bond will be deemed not to be 
outstanding, and may not be counted in a vote or consent 
solicitation for or against a proposed Qualifying Modifica-
tion, if on the record date for the proposed Qualifying 
Modification— 
(1) the Bond has previously been cancelled or 
delivered for cancellation or is held for reissuance 
but has not been reissued; 
(2) the Bond has previously been called for re-
demption in accordance with its terms or previously 
become due and payable at maturity or otherwise 
and the Issuer has previously satisfied its obligation 
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to make, or provide for, all payments due in respect 
of the Bond in accordance with its terms; 
(3) the Bond has been substituted with a secu-
rity of another series; or 
(4) the Bond is held by the Issuer or by an Au-
thorized Territorial Instrumentality of the Territory 
Government Issuer or by a corporation, trust or 
other legal entity that is controlled by the Issuer or 
an Authorized Territorial Instrumentality of the 
Territory Government Issuer, as applicable. 
For purposes of this subsection, a corporation, trust or 
other legal entity is controlled by the Issuer or by an Au-
thorized Territorial Instrumentality of the Territory Gov-
ernment Issuer if the Issuer or an Authorized Territorial 
Instrumentality of the Territory Government Issuer, as 
applicable, has the power, directly or indirectly, through 
the ownership of voting securities or other ownership in-
terests, by contract or otherwise, to direct the manage-
ment of or elect or appoint a majority of the board of di-
rectors or other persons performing similar functions in 
lieu of, or in addition to, the board of directors of that 
legal entity. 
(c) CERTIFICATION OF DISENFRANCHISED BONDS.— 
Prior to any vote on, or consent solicitation for, a Quali-
fying Modification, the Issuer shall deliver to the Calcula-
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tion Agent a certificate signed by an authorized represent-
ative of the Issuer specifying any Bonds that are deemed 
not to be Outstanding for the purpose of subsection (b) 
above. 
(d) DETERMINATION OF POOLS FOR VOTING.—The 
Administrative Supervisor, in consultation with the Issuer, 
shall establish Pools in accordance with the following: 
(1) Not less than one Pool shall be established 
for each Issuer. 
(2) A Pool that contains one or more Bonds 
that are secured by a lien on property shall be a Se-
cured Pool. 
(3) The Administrative Supervisor shall estab-
lish Pools according to the following principles: 
(A) For each Issuer that has issued mul-
tiple Bonds that are distinguished by specific 
provisions governing priority or security ar-
rangements, including Bonds that have been 
issued as general obligations of the Territory 
Government Issuer to which the Territory Gov-
ernment Issuer pledged the full or good faith, 
credit, and taxing power of the Territory Gov-
ernment Issuer, separate Pools shall be estab-
lished corresponding to the relative priority or 
security arrangements of each holder of Bonds 
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against each Issuer, as applicable, provided, 
however, that the term ‘‘priority’’ as used in 
this section shall not be understood to mean 
differing payment or maturity dates. 
(B) For each Issuer that has issued senior 
and subordinated Bonds, separate Pools shall 
be established for the senior and subordinated 
Bonds corresponding to the relative priority or 
security arrangements. 
(C) For each Issuer that has issued mul-
tiple Bonds, for at least some of which a guar-
antee of repayment has been provided by the 
Territory Government Issuer, separate Pools 
shall be established for such guaranteed and 
non-guaranteed Bonds. 
(D) Subject to the other requirements con-
tained in this section, for each Issuer that has 
issued multiple Bonds, for at least some of 
which a dedicated revenue stream has been 
pledged for repayment, separate Pools for such 
Issuer shall be established as follows— 
(i) for each dedicated revenue stream 
that has been pledged for repayment, not 
less than one Secured Pool for Bonds for 
which such revenue stream has been 
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pledged, and separate Secured Pools shall 
be established for Bonds of different pri-
ority; and 
(ii) not less than one Pool for all 
other Bonds issued by the Issuer for which 
a dedicated revenue stream has not been 
pledged for repayment. 
(E) The Administrative Supervisor shall 
not place into separate Pools Bonds of the same 
Issuer that have identical rights in security or 
priority. 
(4) Notwithstanding the preceding provisions of 
this subsection, solely with respect to a preexisting 
voluntary 
agreement 
as 
described 
in 
section 
104(i)(3) of this Act, such voluntary agreement may 
classify Insured Bonds and uninsured bonds in dif-
ferent Pools and provide different treatment thereof 
so long as the preexisting voluntary agreement has 
been agreed to by— 
(A) holders of a majority in amount of all 
uninsured bonds outstanding in the modified 
Pool; and 
(B) holders (including insurers with power 
to vote) of a majority in amount of all Insured 
Bonds. 
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(e) AUTHORIZATION OF TERRITORY INSTRUMENTAL-
ITIES.—A covered territorial instrumentality is an Author-
ized Territorial Instrumentality if it has been specifically 
authorized to be eligible to avail itself of the procedures 
under this section by the Administrative Supervisor. 
(f) INFORMATION DELIVERY REQUIREMENT.—Be-
fore solicitation of acceptance or rejection of a Modifica-
tion under subsection (h), the Issuer shall provide to the 
Calculation Agent, the Information Agent, and the Admin-
istrative Supervisor, the following information— 
(1) a description of the Issuer’s economic and 
financial circumstances which are, in the Issuer’s 
opinion, relevant to the request for the proposed 
Qualifying Modification, a description of the Issuer’s 
existing debts, a description of the impact of the 
proposed Qualifying Modification on the territory’s 
or its territorial instrumentalities’ public debt; 
(2) if the Issuer is seeking Modifications affect-
ing any other Pools of Bonds of the Territory Gov-
ernment Issuer or its Authorized Territorial Instru-
mentalities, a description of such other Modifica-
tions; 
(3) if a Fiscal Plan with respect to such Issuer 
has been certified, the applicable Fiscal Plan cer-
tified in accordance with section 201; and 
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(4) such other information as may be required 
under applicable securities laws. 
(g) QUALIFYING MODIFICATION.—A Modification is 
a Qualifying Modification if one of the following processes 
has occurred: 
(1) CONSULTATION PROCESS.— 
(A) the Issuer proposing the Modification 
has consulted with holders of Bonds in each 
Pool of such Issuer prior to soliciting a vote on 
such Modification; 
(B) each exchanging, repurchasing, con-
verting, or substituting holder of Bonds of any 
series in a Pool affected by that Modification is 
offered the same amount of consideration per 
amount of principal, the same amount of con-
sideration per amount of interest accrued but 
unpaid and the same amount of consideration 
per amount of past due interest, respectively, as 
that offered to each other exchanging, repur-
chasing, converting, or substituting holder of 
Bonds of any series in a Pool affected by that 
Modification (or, where a menu of instruments 
or other consideration is offered, each exchang-
ing, repurchasing, converting, or substituting 
holder of Bonds of any series in a Pool affected 
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by that Modification is offered the same 
amount of consideration per amount of prin-
cipal, the same amount of consideration per 
amount of interest accrued but unpaid and the 
same amount of consideration per amount of 
past due interest, respectively, as that offered 
to each other exchanging, repurchasing, con-
verting, or substituting holder of Bonds of any 
series in a Pool affected by that Modification 
electing the same option under such menu of in-
struments); and 
(C) the Modification is certified by the Ad-
ministrative Supervisor as being consistent with 
the requirements set forth in section 104(i)(1) 
and is in the best interests of the creditors and 
is feasible. 
(2) VOLUNTARY
AGREEMENT
PROCESS.—The 
Administrative Supervisor has issued a certification 
that— 
(A) the requirements set forth in section 
104(i)(2) and section 601(g)(1)(B) have been 
satisfied; or 
(B) the Modification is consistent with a 
restructuring support or similar agreement to 
be implemented pursuant to the law of the cov-
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ered territory executed by the Issuer prior to 
the establishment of an Oversight Board for the 
relevant territory. 
(h) SOLICITATION.— 
(1) Upon receipt of a certification from the Ad-
ministrative Supervisor under subsection (g), the In-
formation Agent shall, if practical and except as pro-
vided in paragraph (2), submit to the holders of any 
Outstanding Bonds of the relevant Issuer, including 
holders of the right to vote such Outstanding Bonds, 
the information submitted by the relevant Issuer 
under subsection (f)(1) in order to solicit the vote of 
such holders to approve or reject the Qualifying 
Modification. 
(2) If the Information Agent is unable to iden-
tify the address of holders of any Outstanding 
Bonds of the relevant Issuer, the Information Agent 
may solicit the vote or consent of such holders by— 
(A) delivering the solicitation to the paying 
agent for any such Issuer or Depository Trust 
Corporation if it serves as the clearing system 
for any of the Issuer’s Outstanding Bonds; or 
(B) delivering or publishing the solicitation 
by whatever additional means the Information 
Agent, after consultation with the Issuer, deems 
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necessary and appropriate in order to make a 
reasonable effort to inform holders of any Out-
standing Bonds of the Issuer which may in-
clude, notice by mail, publication in electronic 
media, publication on a website of the Issuer, or 
publication in newspapers of national circula-
tion in the United States and in a newspaper 
of general circulation in the territory. 
(i) WHO MAY PROPOSE A MODIFICATION.—For each 
Issuer, a Modification may be proposed to the Administra-
tive Supervisor by the Issuer or by one or more holders 
of the right to vote the Issuer’s Outstanding Bonds. To 
the extent a Modification proposed by one or more holders 
of the right to vote Outstanding Bonds otherwise complies 
with the requirements of this title, the Administrative Su-
pervisor may accept such Modification on behalf of the 
Issuer, in which case the Administrative Supervisor will 
instruct the Issuer to provide the information required in 
subsection (f). 
(j) VOTING.—For each Issuer, any Qualifying Modi-
fication may be made with the affirmative vote of the hold-
ers of the right to vote at least two-thirds of the Out-
standing Principal amount of the Outstanding Bonds in 
each Pool that have voted to approve or reject the Quali-
fying Modification, provided that holders of the right to 
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