Puerto Rico Infrastructure Finance Authority Petroleum Tax Revenue Financing Summary of Indicative Terms and Conditions February 18, 2015

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1 Summary of Indicative Terms and Conditions This Summary of Indicative Terms and Conditions (the Summary ) is an outline only and does not purport to summarize all of the conditions, terms, covenants, representations, warranties and other provisions which would be contained in definitive legal documentation for the transaction contemplated hereby. This Summary is not intended to be a commitment from any entity to provide any service or accommodation or to enter into any transaction with the Issuer (defined below) or any of its affiliates, nor should it be construed as such. Any financing commitment is subject to, among other conditions, satisfactory due diligence, the internal approvals required by each of the potential Purchasers (defined below), as well as the negotiation, execution and delivery of definitive agreements acceptable to the Issuer and the Purchasers. This Summary is delivered to you with the understanding that neither it nor any of its terms and substance shall be disclosed, directly or indirectly, to any other person except: (a) to the employees of the Issuer, their agents and advisors who are directly involved in the consideration of this transaction or (b) as disclosure may be compelled in a judicial or administrative proceeding or as otherwise required by law. ISSUER: GUARANTOR: NOTES AND RELATIVE PRIORITY: Puerto Rico Infrastructure Finance Authority. Commonwealth of Puerto Rico (the Guarantor and the associated guaranty, the Commonwealth Guaranty ). Senior notes (the Senior Notes ) in the amount of $[1,600,000,000-2,000,000,000], to be issued at [85]% of par. 1 Subordinate notes (the Subordinated Notes and, together with the Senior Notes, the Notes ) in the amount of $[800,000,000-1,000,000,000], to be issued at [100]% of par. GUARANTY: INITIAL PURCHASERS: The Guarantor shall provide a guaranty of the Senior Notes and Subordinated Notes backed by the Guarantor s full faith, credit and taxing power. In the case of the Senior Notes, Members of the Ad Hoc Group of Certain Notes and/or Bonds Issued by the Guarantor, the GDB, and the Puerto Rico Sales Tax Financing Corporation (the Ad Hoc Group ), and other financial institutions and investors electing to purchase Senior Notes (the Senior Notes Purchasers ). In the case of the Subordinated Notes, the Government Development Bank of Puerto Rico ( GDB ) (either by purchase or exchange). MINIMUM ALLOCATION: The Members of the Ad Hoc Group shall be entitled to an aggregate minimum allocation of Senior Notes in the amount of $[_]. 1 The amount of Notes issued is subject to due diligence and the potential for issuance of monoline insured notes that will be pari passu with the Senior Notes (the Insured Notes ). An illustrative set of terms for Insured Notes is attached hereto as Exhibit A.

2 INTEREST: The Senior Notes shall bear interest at [_]% per annum, subject to adjustment as set forth in this Summary, payable semi-annually on [ ] and [ ]. The Subordinated Notes shall bear interest at [_]% per annum. Interest on the Subordinated Notes shall be payment-in-kind until the Senior Notes are paid in full, and shall thereafter be payable in cash payable semi-annually on [ ] and [ ]. Upon the occurrence of any Event of Default or breach of any Covenant, and for so long as the default or covenant breach is continuing, the rate at which the Notes bear interest shall increase [100] bps such that the interest shall be [ ]% per annum ( Default Interest ). MATURITY: REVENUE PLEDGES: [ ], 20[45] (the Maturity Date ).] The Senior Notes shall be secured by a first priority perfected security interest in (i) the gross revenues payable to the Issuer (the Pledged Revenues ) pursuant to Act No. 1 of 2015 ( Act No. 1 ) and (ii) all funds held in the Payment Account. The Subordinated Notes shall be secured by a second priority perfected security interest in (i) the Pledged Revenues and (ii) all funds held in the Payment Account. PRIFA expenses will be permitted only to the extent provided for in a mutually agreed upon budget, and budgeted expenses shall not be in excess of the expenses required to comply with this financing. DEPOSIT OF PLEDGED REVENUES: INTERCREDITOR AGREEMENT/TURNOVER: The Issuer shall deposit into the Payment Account all Pledged Revenues within [ ] days of receipt. If a Payment Default occurs and is continuing at the end of any applicable cure period, then all amounts received by the Trustee, or by the holders of the Subordinated Notes, for payment to the holders of the Subordinated Notes, including any payments received under the Guaranty or from Pledged Revenues or funds held in the Payment Account, shall be turned over for payment to the holders of the Senior Notes until such time as the Senior Notes are paid in full, including payment of the make-whole premium and any other applicable fees and/or premiums. Page 2

3 CALL PROTECTION: MAKE-WHOLE: FISCAL AGENT/INDENTURE TRUSTEE: The Notes shall be non-callable for a period of ten years from the date of their issuance. In the event that the Notes are called during the non-call period, there shall be immediately due and payable an amount equal to the sum of (i) the principal and premium, if any, that would be due if the Notes were called on the date on which the Notes are first callable, plus (ii) the present value of all remaining interest payments due through the date on which the Notes are first callable, discounted at the treasury rate plus [50] bps. [To be determined] Customary qualifications, powers, duties, obligations and indemnifications for Indenture Trustee. A successor Indenture Trustee may be appointed by the holders of at least 50% of the outstanding face amount of the Senior Notes [Senior Notes protections to be addressed during documentation process] [Form of indemnification agreement shall be an agreed upon exhibit to Fiscal Agent Agreement.] PAYMENT ACCOUNT: USE OF PROCEEDS: A separate bank account in New York in the name of the Fiscal Agent/Indenture Trustee into which the Issuer and Guarantor shall make all payments in respect of the Notes. [To be specified and agreed upon during diligence]. The Guarantor shall be permitted to make loans, distributions or other transfers to the Guarantor s public corporations in accordance with the terms of Act No. 24 of 2014 ( Act No. 24 ), provided, however, that the aggregate amount of any and all loans, distributions or transfers of any kind whatsoever to the Guarantor s public corporations, whether pursuant to Act No. 24 or any successor or similar statute or otherwise, shall not exceed $[100] million. Page 3

4 FINANCIAL REPORTING: DEFICIT COVENANT: Template and contents of required financial reporting ( Financial Reporting ) shall be determined during due diligence. The Guarantor shall agree that its governmental-wide funds deficit shall not exceed the following [percentages/amounts] 2 in the respective fiscal years set forth in the table below (the Deficit Covenant ): Fiscal Year [Percentage/Amount] 2016 [_] 2017 [_] 2018 and thereafter [_] Compliance with the Deficit Covenant shall be measured as of the end of each fiscal year, although governmental-wide funds deficit reporting ( Deficit Reporting ) shall be required semiannual. The Deficit Covenant shall be (i) suspended upon an upgrade of the Guarantor s general obligation debt to investment grade, and (ii) eliminated upon an upgrade of the Guarantor s general obligation debt to single-a or its equivalent, in each case by at least two of the three major U.S. ratings agencies. OTHER COVENANTS: Usual and customary for transactions of this type and, in addition: 1. The Guarantor shall appoint a fiscal monitor to oversee the Guarantor s preparation of all Financial Reporting required by the Resolution. 2. The Guarantor and the Issuer shall permit access to a thirdparty validation agent hired by the [Fiscal Agent/Indenture Trustee with the approval of holders of at least 50% of the outstanding face amount of the Senior Notes] to audit the financial reporting required by the Resolution. 3. Other than in connection with the refinancing of outstanding guarantees, the Guarantor shall not guaranty any obligations of the Issuer or any other entity in an aggregate amount in excess of [_] within [_] years from 2 [Formula to be specified and agreed upon during diligence]. Page 4

5 the date of issuance of the Notes. 4. The Guarantor shall not seek to amend Act No. 1 in a manner that impairs the Notes. 5. [Additional covenants to be specified and agreed upon during diligence]. EVENTS OF DEFAULT: The following, shall, subject to applicable cure periods to be agreed upon, constitute events of default (each, an Event of Default ): 1. A failure to pay interest or principal on the Senior Notes when due (a Payment Default ). 2. The Guarantor s failure to pay interest or principal when due on any of its general obligation notes or any Guarantor guarantees. 3. A breach of the Deficit Covenant. [A breach of the Deficit Covenant may be cured by Guarantor s enactment of legislation within six months after the end of any fiscal year in which the Guarantor breaches the Deficit Covenant, which legislation is reasonably anticipated (in the opinion of [the Senior Notes third-party validation agent]) to either (i) reduce the expenses of the Guarantor or (ii) increase revenues, in each case on a governmentwide basis and in an amount sufficient to cure the Deficit Covenant breach.] 4. The Guarantor authorizes, through legislation or otherwise, the Issuer or the Guarantor to seek relief under the United States Bankruptcy Code or any other similar state or federal law. 5. Waiver, amendment, release or other impairment of the rights or guaranty of the Notes. 6. The Guarantor s exercise of its rights against the Issuer to claw back available revenues. 7. Other than in connection with the refinancing of outstanding Guarantor direct obligations or guarantees, the Guarantor issues (i) any direct obligations in excess of the limits set forth in the Puerto Rico Constitution or (ii) guarantees that would be pari passu with the guarantee Page 5

6 issued to holders of the Notes in excess of [_]. For the avoidance of doubt, any guarantee provided in connection with the refinancing of outstanding indebtedness shall not be applied to reduce the amount of Guarantor indebtedness permissible under subsection (ii) of this Event of Default The failure by the GDB to comply with Act No. 24, the passage of any legislation that renders the GDB s ability to lend to the Commonwealth s public corporations in a manner that is less restrictive than is currently provided for in Act No. 24, or the exercise by the GDB of emergency powers to lend under Act No. 24 or any successor or similar statute or otherwise such that the aggregate amount of any and all loans, distributions or transfers of any kind whatsoever to the Commonwealth s public corporations, whether pursuant to Act No. 24 or any successor or similar statute or otherwise, exceeds $[100] million. 9. The failure of the Guarantor or the Issuer to comply with their respective Financial Reporting or Deficit Reporting, in each case within 90 days following the end of the semiannual period covered. In the event of a Payment Default, there shall be immediately earned and capitalized (a) with respect to the Senior Notes a premium in an amount equal to the lesser of (i) the present value of all remaining interest payments due through the Maturity Date discounted at the treasury rate plus [50] bps, and (ii) 25% of the face value of the Senior Notes and (b) with respect to the Subordinated Notes, a premium equal to 25% of the accreted balance of the Subordinated Notes as of the time of the Payment Default. ACCELERATION Upon the occurrence of any Event of Default set forth in 1-5 or 8 above, the trustee may, and at the direction of holders of at least 50% of the outstanding face amount of the Senior Notes shall, accelerate the Senior Notes. An acceleration of the Senior Notes shall automatically trigger the acceleration of the Subordinated Notes. REMEDIES: In addition to Acceleration and Default Interest, the Indenture Trustee shall have the customary rights to enforce rights of the Page 6

7 holders. RELEASE OF PROCEEDS: Proceeds from the sale of the Notes shall be placed in escrow and released upon validation by KPMG of enactment of valueadded tax legislation that results in at least $[1,500,000,000] net revenue increase. In the event that the Guarantor shall fail to enact value-added tax legislation in accordance with the requirements set forth herein within [x] months of the closing of this financing, all proceeds and any and all accrued interest shall be returned to the holders of the Notes. CONDITIONS PRECEDENT TO CLOSING: The initial purchase of the Notes and funding of the proceeds into escrow will be subject to satisfaction of all conditions precedent customary and appropriate for financings of this type generally and for this transaction in particular including, but not limited to, the following: 1. The completion of all due diligence with respect to the Issuer, the Guarantor and the Pledged Revenues. 2. Provision of satisfactory documentary evidence regarding Guarantor governmental-wide cash flows, including but not limited to, cash-flow reporting regarding (i) actual cash flows during fiscal year 2014 and (ii) projected cash flows for fiscal years 2015 and Provision by the Guarantor of initial disclosures in substance and form to be agreed upon. 4. The negotiation, approval by the Legislative Assembly of Puerto Rico, execution and delivery of definitive documentation of the Notes Documents. 5. No material adverse change in the assets or financial condition or prospects of the Issuer or the Guarantor, or in the facts and information regarding such entities as represented to date. 6. The absence of any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to have a material adverse effect on the ability of the Issuer or the Guarantor to perform their respective obligations Page 7

8 under Notes Documents. 7. Legal opinions from the Secretary of Justice, counsel to the Issuer, and counsel to the Guarantor that: (i) the Notes may be accelerated; (ii) the Guarantor may guaranty payment of accelerated principal; (iii) the accelerated principal may be enforced immediately against both the Issuer and the Guarantor under the Commonwealth Guarantee; (iv) the priority payment provisions of Section 8 of Article 6 of the Puerto Rico Constitution apply to any unpaid interest or principal, including accelerated principal and premium, under the Notes and the Commonwealth Guaranty; (v) the issuance of the Notes is authorized and that the Notes will be enforceable; (vi) the issuance of the Notes will not result in a violation of the Constitutional limitations on the issuance of either direct or guaranty obligations by the Guarantor; (vii) the Issuer and the Guarantor s waiver of sovereign immunity is effective and enforceable; (viii) a New York judgment issued against the Issuer or the Guarantor for a Payment Default or failure to pay under the Commonwealth Guaranty, shall be enforceable against such parties pursuant to New York law; [(ix) potential opinion regarding claw-back mechanics]. 8. Certification from the Secretary of Treasury of Puerto Rico that the Pledged Revenues are sufficient to pay all obligations of the Issuer. 9. Amendments to Act No. 1 providing (i) for a consumer price index escalator of the petroleum tax under Act No. 1 or other equivalent annual formulaic adjustment of Pledged Revenue (the Annual Revenue Adjustment ); (ii) that the benefits and protections therein, including the Annual Revenue Adjustment, are for the benefit of the holders of the Senior Notes and are intended to be contractually binding upon the Issuer and the Guarantor; (iii) that any judgment issued by a New York Court for a Payment Default or failure to pay under the Commonwealth Guaranty, shall be enforceable against such parties in accordance with New York law; and (iv) that holders of the Notes have the right to immediately enforce the rights set forth in section 2 of Article VI of the Constitution of the Commonwealth of Puerto Rico in the Page 8

9 event of a Payment Default. NOTES DOCUMENTS: TAX EXEMPTION: RATINGS: GOVERNING LAW/WAIVERS: PAYMENT OF ADVISORY FEES: ARRANGER FEES: The bond resolution contemplated hereby (the Resolution and, together with the Fiscal Agent Agreement and any other documents executed in connection therewith, the Notes Documents ) shall provide for the issuance of the Senior Notes and the Subordinated Notes. The Notes are intended to be and the Resolution shall have all necessary features to ensure the Notes status as triple taxexempt. The Issuer and the Guarantor shall cause the Notes to be rated by at least two of the three major bond rating agencies either at closing or, as agreed, post-closing. The Notes and related documents shall be governed by the law of the State of New York. In addition, the Guarantor and the Issuer shall each (i) waive any and all right of sovereign immunity; (ii) consent and submit to the jurisdiction of any state or federal court in New York County, New York (each a New York Court ); (iii) agree that any judgment issued by a New York Court for a Payment Default or failure to pay under the Commonwealth Guaranty, shall be enforceable against such parties in accordance with New York law; and (iv) to the fullest extent legally permissible, waive any right to object to a suit in any New York Court on the basis that (a) such New York Court lacks personal jurisdiction over the Guarantor or the Issuer, or (b) the New York Court represents an inconvenient forum. Guarantor shall pay the accrued to date and ongoing fees of institutional investors legal counsel and financial advisor. [To be determined.] Page 9

10 Appendix A Illustrative Terms of Insured Notes Face Amount: $[500,000,000] / Issued at [100]%. Coupon: []%. Maturity: [ ], [2045]. Amortization: Begins [2025]. Guaranty: Commonwealth Guaranty. Acceleration: None. Payment Priority: Pari passu with the Senior Notes. Guaranty Priority: Pari passu with the Senior Notes and the Subordinated Notes. Revenue Pledge: Pari passu with the Senior Notes. Intercreditor Agreement: The Insured Notes shall not benefit from the turnover provisions contained in the Intercreditor Agreement. Cash Flow Sweep: Any amounts remaining in the Payment Account after payment of amounts due under the Senior Notes and Subordinated Notes in any interest payment period shall be applied to pay down the Insured Notes. Page 10

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