P.R. Laws tit. 7, § 1227i
(a) The Company may issue, from time to time, and sell its own bonds and have them in circulation.
(b) Company bonds are legal investments whose investment or deposit is under the authority or control of the Commonwealth of Puerto Rico or any official or officials thereof and may be accepted as security for every trust, special or public fund.
(c) The bonds may be authorized by resolution or resolutions of the Board approved by any of the following two (2) officials: the President of the Government Development Bank for Puerto Rico or the Secretary of the Department of the Treasury; they may be of a series, bear the date or dates, mature in an installment or in installments, earn interest at a rate or at rates that shall not exceed the maximum allowed by law; may be of denomination or denominations, and as coupon or registered bonds; may have registration or conversion privileges; may be granted in the form, be payable by payment means and in the location or at locations, may be subject to redemption terms, with or without premium; may be declared mature, or mature on the date prior to their maturity; may provide for the reimbursement of mutilated, stolen or lost bonds; may be authenticated once the conditions are met; and may contain the other terms and stipulations provided by said resolution or resolutions.
(d) The bonds may be sold publicly or privately. Convertible bonds may be exchanged for Company bonds that are in circulation according to the terms that the Board deems beneficial to the best interest of the Company. Notwithstanding their form and text, and the lack of an express statement on the bonds to the fact that same are no negotiable, all Company bonds shall be understood to be negotiable for all purposes and at all times.
(e) The Company bonds that bear the signatures of the officials of the Company in the performance of their office on the date of the signature thereof, are valid and constitute unavoidable obligations, even when prior to the delivery and payment of said bonds any or all of the Company officials whose signatures or facsimiles thereof appear on the same are no longer Company officials. Any resolution authorizing bonds may provide that said bonds shall contain a statement that they are issued pursuant to this chapter, and any bond containing said statement, authorized by any such resolution, shall be conclusively deemed valid and issued pursuant to the provisions of this chapter.
(f) Provisional or interim, bonds, receipts or certificates, may be issued until the final bonds are granted and delivered in the form and with the provisions stated in the resolution or resolutions.
(g) Any resolution or resolutions authorizing any bond issue or trust agreement securing said bonds may include, as part of the contract with the bondholders, provisions such as:
(1) Regarding the provision of the total of the gross or net revenues and the current or future income of the Company, including committing all or any part thereof to secure the payment of the bonds, and mortgage or pignorate any part of the revenues or properties that produce them, in behalf of the bondholders.
(2) Regarding the fees or prices to be charged for goods or services sold, or loans made by the Company, and the application, use and disposal of the incoming amounts from the collection of such fees and from other incomes of the Company.
(3) Regarding the separation of reserves for amortization funds and the regulation and disposal thereof.
(4) Regarding the limitations of the right of the Company to restrict and regulate the use of any enterprise or property or part thereof.
(5) Regarding the limitations of the purposes for which the proceeds of the sale of any bond issue made at that time or in the future may be applied.
(6) Regarding the limitations to the issuing of additional bonds.
(7) Regarding the procedure through which the terms of any resolution authorizing bonds or of any other contract with the bondholders may be amended; and regarding the amount of the bonds to which the holders must give consent, as well as the way such consent shall be given.
(8) Regarding the class and amount of insurance that the Company must hold on its enterprises and the use and handling of the insurance money.
(9) Binding itself not to pledge, in whole or in part, the income, rents or property of the Company to which it may be entitled at that time or which may arise in the future.
(10) Regarding cases of noncompliance and the terms and conditions for which any or all bonds should mature or may be declared matured prior to their maturity, and with regard to the terms and conditions for which said statement and its consequences may be waived.
(11) With regard to the rights, responsibilities, powers and duties to be exercised in the case of violations by the Company of any of its commitments, conditions or obligations; and with regard to the appointment of a trustee in the case of noncompliance by the Company.
(12) With regard to vesting one or more trustees with the right to exact compliance of any of the agreed stipulations to insure pay, or with regard to the bonds; regarding the powers and duties of each trustee, or trustees and the limitation of their liability, and with regard to the terms and conditions for the holders of bonds or of any proportion or percentage thereof, may compel or comply with any agreement made pursuant to this chapter, or the duties imposed thereby.
(13) With regard to the manner in which the fees, rights, rents, interest, or any other charges for services, facilities, loans, or items of the enterprises or the Company are collected.
(14) With regard to other actions and matters that are not in conflict with the sections of this chapter that may be necessary or convenient to secure bonds, or that tend to make the bonds more negotiable.
(h) Neither the members of the Board, nor any person who grants the bonds are personally liable for same. The Company is hereby empowered to purchase, with any funds available to such effects, any outstanding bonds issued or assumed by it, at a price that does not exceed the total amount of the principal or the redemption price thereof, plus the accrued interest.
History —Dec. 28, 2003, No. 323, § 12, eff. 90 days after Dec. 28, 2003.