EXHIBIT A 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 1 of 28
KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | WASHINGTON, DC | PARIS

Matthew M. Madden

Partner

T 202.775.4529

F 212.715.4510

mmadden@kramerlevin.com

2000 K St. NW, 4th Floor

Washington, D.C. 20006

T 202.775.4500

F 202.775.4510

January 23, 2023

Martin J. Bienenstock, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

John J. Rapisardi, Esq.

O’Melveny & Myers LLP

Times Square Tower

New York, NY 10036

Re: In re: The Financial Oversight And Management Board For Puerto Rico, as 

Representative of Puerto Rico Electric Power Authority, No. 17-04780-LTS

Dear Counsel:

I write on behalf of the Ad Hoc Group of PREPA Bondholders (the “Ad Hoc Group”) with 

the knowledge and support of Assured Guaranty Corp. and Assured Guaranty Municipal 

Corp. (together, “Assured”), Syncora Guarantee Inc. (“Syncora”), and U.S. Bank National 

Association as PREPA Bond Trustee (“Trustee”), regarding discovery that will be 

necessary in confirmation litigation surrounding the Board’s proposed plan of adjustment 

for PREPA in the above-referenced matter [Dkt. No. 3110 et seq.]. 

Attached to this correspondence, and pursuant to Rule 34 of the Federal Rules of Civil 

Procedure, made applicable to this proceeding by Rules 9014 and 7034 of the Federal Rules 

of Bankruptcy Procedure and Section 310 of PROMESA, is the Joint Request of the Ad 

Hoc Group, Assured, Syncora, and the Trustee for the Production of Documents to the 

Board, PREPA, and AAFAF. These document requests are directed to questions of fact 

that bear directly on whether the Title III Plan of Adjustment (the “Plan”) meets the 

relevant requirements for confirmation. Please provide all documents responsive to these 

requests within 30 days. See Fed. R. Civ. P. 34(b)(2)(A). 

In addition, the Ad Hoc Group, Assured, Syncora, and the Trustee intend to take 

depositions of a number of individuals who have knowledge that is relevant to the 

confirmability of the Plan. The most efficient way to proceed is to begin these depositions 

after the documents have been produced. Particularly in light of the schedule ordered by 

the Court, and the interest of all parties and stakeholders in a prompt resolution of the case, 

we propose to begin now the process of scheduling these depositions. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 2 of 28
Martin J. Bienenstock, Esq.

John J. Rapisardi, Esq.

January 23, 2023

2

We provide below an initial list of deponents who we want to schedule first. We’ve 

provided target dates for the depositions, which reflect the order in which the deponents 

should be produced. If any of the listed witnesses is unavailable on the requested date, 

please advise us promptly so that we can make alternative arrangements. We propose to 

host each of these depositions at our offices in New York or Washington D.C., but are 

prepared to do them elsewhere if that poses an inconvenience to any of these witnesses.

We aim to complete each of these depositions in a single, 7-hour session, although there 

may be instances in which the number of parties wishing to examine the witness may make 

that impracticable. We intend to remain flexible in this regard, and hope you will do the 

same.

Here is our first set of requested depositions and proposed dates:

Oversight Board

March 6, 2023 David Brownstein, financial advisor

March 15, 2023 Antonio L. Medina, member

March 17, 2023 Hon. Arthur J. Gonzalez, member

March 20, 2023 Betty A. Rosa, member

March 22, 2023 Andrew G. Biggs, member

March 24, 2023 John E. Nixon, member

March 27, 2023 David A. Skeel Jr., member

March 29, 2023 Justin M. Peterson, member

PREPA, Commonwealth, LUMA

March 8, 2023 Fernando Batlle, financial advisor

March 10, 2023 Omar Marrero, AAFAF executive director 

March 13, 2023 Josué Ortiz, PREPA executive director

March 14, 2023 José Marrero, Office of Management & 

Budget executive director

The Ad Hoc Group, Assured, Syncora, and the Trustee expect to notice additional 

depositions as necessary, and will also seek depositions from other parties and non-parties. 

Please let me know promptly whether there are any proposed deponents on the above list 

for whom you cannot accept service of a deposition notice.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 3 of 28
Martin J. Bienenstock, Esq.

John J. Rapisardi, Esq.

January 23, 2023

3

Please get back to us at your earliest convenience. We are available to discuss as needed.

Very truly yours,

Matthew M. Madden

cc: William Natbony, Esq.

Susheel Kirpalani, Esq.

Michael McCarthy, Esq.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 4 of 28
IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

Debtors.1

PROMESA Title III

Case No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

Case No. 17-BK-4780-LTS

JOINT REQUEST OF THE AD HOC GROUP OF PREPA BONDHOLDERS, 

ASSURED GUARANTY CORP., ASSURED GUARANTY MUNICIPAL CORP., 

SYNCORA GUARANTEE, INC., AND U.S. BANK NATIONAL ASSOCIATION FOR 

THE PRODUCTION OF DOCUMENTS TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, THE PUERTO RICO ELECTRIC 

POWER AUTHORITY, AND THE PUERTO RICO FISCAL AGENCY AND 

FINANCIAL AUTHORITY RELATED TO PREPA’S

TITLE III PLAN OF ADJUSTMENT

 

1 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number and the last 

four (4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth 

of Puerto Rico (the “Commonwealth”) (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of 

Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); (iv) Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); and 

(v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four 

Digits of Federal Tax ID: 3747).

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 5 of 28
2

Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure (the “Federal Rules”), 

applicable to this proceeding under Rules 9014, 7026 and 7034 of the Federal Rules of Bankruptcy 

Procedures (the “Bankruptcy Rules”), the Ad Hoc Group of PREPA Bondholders, Assured 

Guaranty Corp. (“AGC”), Assured Guaranty Municipal Corp. (“AGM,” and together with AGC, 

“Assured”), and Syncora Guarantee Inc. (collectively, the “Bondholders”) hereby serve this Joint 

Request for the Production of Documents (the “Requests,” and each a “Request”) to the Financial 

Oversight and Management Board for Puerto Rico (the “FOMB”), the Puerto Rico Electric Power 

Authority (“PREPA”), and the Puerto Rico Fiscal Agency and Financial Advisory Authority

(“AAFAF”) related to PREPA’s Title III Plan of Adjustment and Disclosure Statement (ECF Nos. 

3110-3111),

2

and Bondholders’ objections thereto, and hereby request that PREPA, the FOMB,

and AAFAF (i) provide responses and objections to the attention of the undersigned counsel by 

February 22, 2023, and (ii) produce to the undersigned counsel all Documents and 

Communications requested below, in accordance with the definitions and instructions set forth 

below (the “Definitions” and the “Instructions,” respectively) by February 22, 2023.

DEFINITIONS 

The terms used herein shall have the meanings ascribed to them in the definitions set forth 

below and, if not set forth below, in the Disclosure Statement and Plan as defined below, and 

should be given their most expansive and inclusive interpretation unless otherwise expressly 

limited. This includes, without limitation, the following:

1. “AAFAF” means the Puerto Rico Fiscal Agency and Financial Advisory Authority 

and any of its predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and 

 

2

“ECF No.” refers to documents filed in Case No. 17-BK-4780-LTS, unless otherwise noted.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 6 of 28
3

any of its employees, executives, directors, officers, partners, agents, members, board members, 

consultants, attorneys, representatives and other professionals. 

2. “CILT” means Contributions in Lieu of Taxes and refers to the subsidy that 

PREPA gives to Municipalities.

3. “Commercial and Industrial Customers” means any customer of PREPA that is 

neither a Governmental Customer nor a Residential Customer of PREPA. 

4. “Committee” means the Official Committee of Unsecured Creditors for all Title III 

Debtors other than the Public Buildings Authority (“PBA”) and COFINA. 

5. “Commonwealth” means the Commonwealth of Puerto Rico and any of its 

predecessors, divisions, subdivisions, offices, departments, agencies, affiliates (other than 

PREPA), and any of its current and former elected officials, employees, executives, directors, 

officers, partners, agents, members board members, consultants, attorneys, representatives and 

other professionals. 

6. “Communication” or “Communications” mean the transmittal of information (in 

the form of facts, ideas, inquiries, or otherwise) and, with respect to oral Communications, includes 

any Document evidencing the date, participants, subject matter, and content of any such oral 

communication, including, but not limited to mail, e-mail, text message, instant message, messages 

sent through any other messaging platform such as iMessage, WhatsApp, Telegram, Facebook 

Messenger, Microsoft Teams, Slack, or Signal, facsimile, transcripts, minutes, notes, audio, video, 

electronic recordings, telephone records, and calendar entries. 

7. “Disclosure Statement” means the Disclosure Statement for Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated December 16, 2022, including any 

subsequent amendment, revision, or replacement.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 7 of 28
4

8. “Document” or “Documents” are intended to have the broadest possible meaning 

under Federal Rule 34 and mean any and all writings and recorded materials, of any kind, that are 

or have been in Your possession, custody or control, whether originals or copies. Such writings 

include, but are not limited to electronically stored information in any medium, Communications, 

contracts, agreements, notes, drafts, interoffice memoranda, memoranda for files, letters, research 

materials, correspondence, logs, diaries, forms, bank statements, tax returns, card files, books of

accounts, journals, ledgers, invoices, drawings, computer files, records, data, print-outs or tapes, 

reports, statistical components, studies, graphs, charts, minutes, manuals, pamphlets, or books of 

all nature and kind whether handwritten, typed, printed, mimeographed, photocopies or otherwise 

reproduced, and tape recordings (whether for computer, audio or visual display) or other tangible 

things on which words, phrases, symbols or information are stored. 

9. “FEMA” means the Federal Emergency Management Agency and any of its 

predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and any of its 

current and former elected officials, employees, executives, directors, officers, partners, agents, 

members board members, consultants, attorneys, representatives and other professionals. 

10. The “FOMB” means the Financial Oversight and Management Board for Puerto 

Rico and any of its employees, executives, directors, officers, partners, agents, members, board 

members, consultants, attorneys, representatives and other professionals. 

11. “Governmental Customers” means the Commonwealth of Puerto Rico and its 

Municipalities, agencies, corporations, instrumentalities and other governmental entities, 

including but not limited to the Puerto Rico Aqueduct and Sewer Authority, the Puerto Rico 

Highways and Transportation Authority, the Puerto Rico Convention Center District Authority, 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 8 of 28
5

the Government Development Bank for Puerto Rico and the Puerto Rico Infrastructure Financing 

Authority. 

12. “HUD” means the United States Department of Housing and Urban Development

and any of its predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and 

any of its current and former elected officials, employees, executives, directors, officers, partners, 

agents, members board members, consultants, attorneys, representatives and other professionals. 

13. “LUMA” means LUMA Energy, LLC and LUMA Energy ServCo, LLC and any 

of its predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and any of 

its commissioners, employees, executives, directors, officers, partners, agents, members, board 

members, consultants, attorneys, representatives and other professionals.

14. “Municipalities” means the 78 incorporated towns and cities in the Commonwealth 

of Puerto Rico. 

15. “National” means National Public Finance Guarantee Corporation and any of its 

predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and any of its 

commissioners, employees, executives, directors, officers, partners, agents, members, board 

members, consultants, attorneys, representatives and other professionals.

16. “November 8, 2022 Proposal” means the PREPA FOMB Proposal to Bondholder 

Group included in Exhibit A to PREPA’s Disclosure of Materials Exchanged in Mediation, dated 

December 16, 2022 (the “Disclosure Materials”).

17. “November 2022 Materials” means the PREPA Mediation November 2022 slides 

included in Exhibit A to the Disclosure Materials.

18. “December 13, 2022 SOW Comparison” means the SOW Comparison included in 

Exhibit A to the Disclosure Materials.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 9 of 28
6

19. “Plan” means the Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated December 16, 2022, including any amendment, revision, supplement, or 

replacement.

20. “PREB” means the Puerto Rico Energy Bureau and any of its predecessors, 

divisions, subdivisions, offices, departments, agencies, affiliates, and any of its commissioners, 

employees, executives, directors, officers, partners, agents, members, board members, consultants, 

attorneys, representatives and other professionals.

21. “PREPA” means the Puerto Rico Electric Power Authority and any of its 

predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and any of its 

commissioners, employees, executives, directors, officers, partners, agents, members, board 

members, consultants, attorneys, representatives and other professionals.

22. “PREPA Board” means any current or former member of the board of directors of 

PREPA and any of their respective employees, executives, directors, officers, partners, agents, 

consultants, attorneys, representatives and other professionals serving them in their capacity as 

directors. 

23. “SOW” means share of wallet.

24. “Customer” or “Customers” means all customers of PREPA, including Residential 

Customers, Commercial and Industrial Customers, and Governmental Customers. 

25. The term “concerning” means concerning, relating to, referring to, reflecting, 

discussing, describing, analyzing, supporting, evidencing, constituting, comprising, containing, 

setting forth, showing, disclosing, explaining, summarizing, or mentioning. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 10 of 28
7

26. “Residential Customers” means any customer of PREPA obtaining electricity for 

use in their residence, including houses, apartments, and other structures primarily intended for 

residential purposes. 

27. “You” or “Your” means PREPA, AAFAF and the FOMB, and any of their 

respective predecessors, divisions, subdivisions, offices, departments, agencies, affiliates, and any 

of their respective commissioners, employees, executives, directors, officers, partners, agents, 

members, board members, consultants, attorneys, representatives and other professionals, and any 

person or entity acting or purporting to act on their behalves. 

INSTRUCTIONS

1. You are required to answer these Requests drawing upon all materials in Your 

possession, custody, or control, as well as materials that are not in Your custody but are owned in 

whole or in part by You and those that You have an understanding, express or implied, that You 

may use, inspect, examine, or copy. You must provide all information in response to a Request 

which is known to You, Your employees, executives, directors, officers, partners, agents, 

members, board members, consultants, attorneys, representatives and other professionals, or which 

appears in Your records. 

2. If any Request herein cannot be complied with in full, then it shall be complied 

with to the fullest extent possible with an explanation as to why full compliance is not possible. 

3. The following rules of construction shall apply to these Requests: 

(a) The terms “all” and “any,” whenever used separately, shall be construed as “any 

and all” to encompass the greatest amount of responsive material; 

(b) The connectives “and” and “or” shall be construed either disjunctively or 

conjunctively as necessary to bring within the scope of the Request all 

responses that might otherwise be construed to be outside of its scope;

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 11 of 28
8

(c) The term “including” shall always be construed to mean “including, but not 

limited to,” or “including, without limitation” to encompass more than the 

specifically identified materials;

(d) The present tense shall also include the past tense and vice versa; 

(e) The use of the singular form of any word includes the plural and vice versa; and 

(f) The use of any capitalized word shall include the same word uncapitalized, and 

the use of any uncapitalized word shall include the same word capitalized. 

4. Documents shall be produced either as they are kept in the usual course of business 

or shall be organized and labeled to correspond to the categories in these Requests. 

5. You are required to produce all non-identical copies and drafts of each Document. 

The originals of all Documents produced in copy form shall be made available for inspection upon 

request. 

6. Documents attached to each other in their original form should not be separated. 

Documents shall be provided in their entirety notwithstanding the fact that portions thereof may 

contain information not requested. 

7. If no information or Documents responsive to a numbered paragraph are in Your 

possession, You are to indicate this in a written response. 

8. The fact that a Document has or will be produced by another party or third party 

does not relieve You of the obligation to produce Your copy of the same Document. 

9. If any Document is withheld in whole or in part under claim of any privilege or 

work product or other immunity, then consistent with Federal Rule 26(b)(5), as applied to this 

proceeding by Bankruptcy Rule 7026, You are to provide a list of such Documents identifying 

each such document for which any such privilege, work product, or other immunity is claimed, 

together with the following information: 

(a) the nature of the claim of privilege or immunity, including the statute, rule, or 

decision giving rise to the claim of privilege or immunity; 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 12 of 28
9

(b) all facts relied upon in support of the claim of privilege or immunity; 

(c) all persons on whose behalf the privilege or immunity is claimed; 

(d) the type of Document (e.g., letter, memorandum, note, telegram, e-mail, chart, 

report, recording, etc.); 

(e) the subject matter (without revealing the information as to which privilege is 

claimed);

(f) its date, author(s), sender(s), addressee(s), and recipient(s); and 

(g) the paragraph(s) of these Requests to which production of the document is 

responsive.

10. You are further directed to describe the factual and legal basis for each claim of 

privilege or immunity in sufficient detail so as to permit the court to adjudicate the validity of the 

claim of privilege or immunity, and to produce all Documents or portions thereof not subject to 

Your objection. 

11. If You object to any Request (or portion thereof), state the reason for the objection 

in detail and respond to that Request as narrowed by Your objection. 

12. Electronically Stored Information (“ESI”), as that term is used in Federal Rule 34, 

should be produced as follows: 

(a) TIFFs. Black and white images shall be delivered as single page Group IV 

TIFF image files. Color images must be produced in .jpeg format. Image file 

names should not contain spaces or special characters and must have a unique 

file name, i.e., Beginning Bates Number. Images must be endorsed with 

sequential Bates numbers in the lower right corner of each image.

(b) Unique IDs. Each image should have a unique file name and should be named 

with the Bates number assigned to it. 

(c) Text Files. Extracted full text in the format of document level txt files shall be 

provided in a separate folder, on text file per document. Each text file should 

match the respective TIFF filename (Beginning Bates Number). Text from 

redacted pages will be produced in OCR format rather than extracted text. 

(d) Parent-Child Relationships. Parent-child relationships (the association between 

an attachment and its parent record) should be preserved. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 13 of 28
10

(e) Database Load Files/Cross-Reference Files. Records should be provided in a 

format compatible with the following industry standards. 

1. The image cross-reference file to link the images to the database should 

be a comma-delimited file with a line in the cross-reference file for 

every image in the database.

2. The data file (.dat) should contain all the fielded information that will 

be loaded into the database.

3. The first line of the .dat file must be a header row identifying the field 

names.

4. The .dat file must use the following Concordance default delimiters: 

Comma ¶ ASCII character (020) Quote þ ASCII character (254).

5. Date Fields should be provided in the format mm/dd/yyyy. 

6. Date and time fields must be two separate fields. 

7. If the production includes imaged emails and attachments, the 

attachment fields must be included to preserve the parent/child 

relationship between an email and its attachments. 

8. An OCRPATH field must be included to provide the file path name of 

the extracted text file(s). 

9. Each text file must be named after the Beginning Bates Number. 

10. For production with native files, a NATIVELINK field must be 

included in the .dat file to provide the file path and name of the native 

file being produced. 

11. Beginning Bates Number and Ending Bates Number should be two 

separate fields. 

12. A complete list of metadata fields is included in paragraph 11(f). 

(f) Metadata. For all ESI records, provide all of the following metadata fields: 

Custodian, Beginning Bates Number, Ending Bates Number, Beginning 

Attachment Number, Ending Attachment Number, Record Type, Master Date, 

SentOn Date and Time, Received Date and Time, Create Date and time, Last 

Modified Date and Time, Parent Folder, Author, To, From, CC, BCC, 

Subject/Title, Original Source, Native Path, File Extension, File Name, File 

Size, Full Text, and page count. 

(g) Spreadsheets. For spreadsheets that were originally created using common, offthe-shelf software (e.g., Microsoft Excel), produce the spreadsheets in native 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 14 of 28
11

format and, in addition, in TIFF Format. Native file Documents must be named 

per the Beginning Bates Number. The full path of the native file must be 

provided in the .dat file. 

13. Hard-copy Documents shall be produced as follows: 

(a) TIFFs. Black and white images shall be delivered as single page Group IV 

TIFF image files. Color images must be produced in .jpeg format. Image file 

names should not contain spaces or special characters and must have a unique 

file name, i.e., Beginning Bates Number. Images must be endorsed with 

sequential Bates numbers in the lower right corner of each image.

(b) Unique IDs. Each image should have a unique file name and should be named 

with the Bates number assigned to it.

(c) OCR. High-quality document level OCR text files should be provided in a 

separate folder, one text file per document. Each text file should match the 

respective TIFF filename (Beginning Bates Number). For redacted Documents, 

provide the re-OCR’ed version.

(d) Database Load Files/Cross-Reference Files. Records should be provided in a 

format compatible with the following industry standards:

1. The image cross-reference file to link the images to the database should 

be a comma-delimited file with a line in the cross-reference file for 

every image in the database.

2. The data file (.dat) should contain all the fielded information that will 

be loaded into the database. 

3. The first line of the .dat file must be a header row identifying the field 

names. 

4. The .dat file must use the following Concordance default delimiters: 

Comma ¶ ASCII character (020) Quote þ ASCII character (254). 

5. Date Fields should be provided in the format mm/dd/yyyy. 

6. Date and time fields must be two separate fields. 

7. If the production includes imaged emails and attachments, the 

attachment fields must be included to preserve the parent/child 

relationship be-tween an email and its attachments. 

8. An OCRPATH field must be included to provide the file path name of 

the extracted text file(s). 

9. Each text file must be named after the Beginning Bates Number. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 15 of 28
12

10. For production with native files, a NATIVELINK field must be 

included in the .dat file to provide the file path and name of the native 

file being produced. 

11. Beginning Bates Number and Ending Bates Number should be two 

separate fields. 

(e) Unitizing of Records. In scanning hard copy records, distinct records should 

not be merged into a single record, and single records should not be split into 

multiple records (i.e., hard copy records should be logically unitized).

(f) Parent-Child Relationships. Parent-child relationships (the association between 

an attachment and its parent record) should be preserved.

(g) Objective Coding Fields. The following objective coding fields should be 

provided: Beginning Bates Number, Ending Bates Number, Beginning 

Attachment Number, Ending Attachment Number, Source-Custodian, and page 

count.

14. These Requests are continuing in nature. If any information or Document 

responsive to a Request herein is not presently in Your possession, custody or control but 

subsequently becomes available, is discovered or is created, or comes into Your possession, 

custody, or control, You have a continuing obligation pursuant to Federal Rule 26(e) and are 

hereby requested to supplement Your responses to these Requests within a reasonable period of 

time after such information or Document comes into Your possession, custody, or control.

15. Unless otherwise specified in a particular Request, each Request herein seeks any 

and all Documents and Communications that were dated, generated, prepared, modified, sent, or 

received in the period from January 1, 2013 through the present inclusive, and any Documents and 

Communications related to that period whenever generated. 

DOCUMENT REQUESTS

1. All Documents concerning any analysis, forecast, projection, or estimate of 

(a) PREPA’s ability to pay its legacy debt and other expenses, including the affordability or SOW 

of any rates or charges necessary for PREPA to do so; (b) PREPA’s base and other rates for 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 16 of 28
13

electricity; (c) PREPA’s revenue requirements; (d) PREPA’s electricity load; (e) PREPA’s 

revenues, expenses, capital expenditures, cash flows, accounts receivables, or collections; 

(f) PREPA’s debt sustainability or capacity; (g) PREPA’s transition to renewable energy sources;

(h) the theft of electricity from PREPA and its causes—and that were performed by or on behalf 

of, considered by, or provided or presented to, the FOMB, PREPA, or AAFAF, including in 

connection with the Plan, any settlement proposals considered, made, or received, the 2019 RSA 

or any other actual or proposed restructuring or plan-support agreement, the 2021, 2022, or 2023 

Fiscal Plans, or at any other time—and with respect to all such analyses, forecasts, projections, 

or estimates:

a. All Documents concerning any underlying models, data inputs, and 

assumptions used to develop such analysis, forecast, projection, or estimate;

b. All programs and models (showing any data adjustments and intermediate and 

final calculations, including code developed for analyses performed using 

statistical software packages), all input files used by these programs and 

models, and all output files generated by these programs and models, provided 

in a format and organization where all programs can be executed with minimal 

effort and with instructions for doing so; 

c. Documents sufficient to show the sources and citations for all the datasets and 

data inputs used to construct any such analysis, forecast, projection, or estimate.

2. All Documents concerning the FOMB’s, PREPA’s, or AAFAF’s ability or plans to 

obtain the confirmation, effectiveness, or consummation of the Plan, including to secure any 

necessary approvals of the Legacy Charge, New Bonds, or other Plan components by PREB or 

by any other entity.

3. All Documents concerning any proposed, contemplated, or rejected change in 

PREPA’s electricity rates to Customers (including base customer charge, volumetric energy 

charge, demand charge, or any other rate component) or rate structure.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 17 of 28
14

4. All Documents concerning the actual or potential termination of the 2019 RSA, 

including all Communications concerning whether, when, or under what circumstances to 

terminate the 2019 RSA, and all Documents concerning the reasons to terminate (or not to 

terminate) the 2019 RSA.

5. All Documents concerning any actual, proposed, or contemplated negotiations, 

restructuring support agreement, plan support agreement, or other agreement between (a) the 

FOMB, PREPA, or AAFAF, and (b) the Settling Bondholders, Fuel Line Lenders, Vitol, National

or any other monoline, the Committee, and any Unions or pension (including UTIER, SREAEE, 

and PREPA ERS), including without limitation assessments of the risks involved in litigating 

disputes with those parties and of the impact of settlements on other creditors or classes of 

creditors, and all analyses or discussions of the reasons to negotiate with and to settle with (or to 

not negotiate or settle with) those parties.3

6. All Communications concerning the Plan or Disclosure Statement.

7. All Documents related to the proposed interest rates, or the expected or forecasted 

market value, of any bonds to be issued under the Plan, including without limitation any financial 

models or analyses and any data or assumptions they relied on in determining such proposed 

interest rates or expected or forecasted market value.

8. With respect to the Plan or Disclosure Statement:

a. All Documents concerning the assertion that the PREPA’s Legacy Charge 

is expected to generate approximately $5.4 billion in revenue over the next 

thirty-five years (see Disclosure Statement p.4)

b. Documents sufficient to quantify the estimated claim amounts and 

approximate recovery percentages of Class 1, Class 2, Class 3, Class 5, 

Class 7, Class 11 and Class 12.

 

3

 Assured does not join in Document Request No. 5.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 18 of 28
15

c. All Documents concerning the current or future determination of the Legacy 

Charge, including its Flat Fee and the Volumetric Charge.

d. All Documents concerning the proposed establishment of 500 kWh as the

level of consumption below which a customer will not be assessed the 

Volumetric Charge, including the proposal not to use the existing 

subsidization level of 425 kWh as described on page 33 of the Disclosure 

Statement

e. All Documents concerning the assessment, quantification or potential 

impact of each of the “Risks Related to Transformation” described at pages 

341-362 of the Disclosure Statement.

f. All Documents concerning the Plan’s Best Interest Test, including as 

disclosed in any future version of Exhibit K to the Plan. 

9. All Documents related to the proposed tender offer, including but not limited to all 

Communications with DTC, Globic Advisors, or any other broker-dealer or investment 

communications firm.

10. All Documents concerning the amounts paid by or affordable to PREPA’s 

Commercial and Industrial Customers for electricity, both in dollars and as a percentage of their 

revenues.

11. All Documents concerning the November 8, 2022 Proposal, including but not 

limited to:

a. each of the unresolved challenges and implementation risks described on 

page 2 of the Proposal.

b. the hybrid approach described on page 3 of the Proposal.

c. the fixed charge component of the hybrid approach.

d. the volumetric charges component of the hybrid approach.

e. the preliminary figures in the Table of fixed and volumetric charges by 

account type and class on page 4 of the Proposal, and whether and why the 

figures in that table are subject to change.

f. the Load Projections on page 5 of the Proposal.

g. the cash flow illustrations on page 6 of the Proposal. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 19 of 28
16

12. All Documents concerning the November 2022 Materials, including but not limited 

to:

a. the comparison of the FOMB proposal to the Bondholder proposal on page 

2 of the November 2022 Materials.

b. each of the Core Assumptions on page 3 of the November 2022 Materials.

c. each of the “additional risks” described on pages 4-5 of the November 2022 

Materials.

13. All Documents concerning the December 13, 2022 SOW Comparison, including 

but not limited to:

a. each criticism or observation of the Bond Parties’ SOW analysis on page 2 

of the SOW Comparison.

b. the bottom-up analysis of energy demands on page 3 of the SOW 

Comparison.

c. the analysis of the UK approach on page 4 of the SOW Comparison.

d. each of the “risks to the system” identified on pages 5-6 of the SOW 

Analysis, including but not limited to Documents concerning the 

“quantified impact” of each identified risk.

e. the rate impact of, and the key assumptions underlying, each of the four risk 

factors discussed on page 7 of the SOW Comparison.

14. Documents sufficient to show PREPA’s, AAFAF’s, or FOMB’s analyses, 

forecasts, projections, and estimates, since January 1, 2014, of Puerto Rico’s (a) economic 

performance, including but not limited to actual and projected unemployment rates, labor-force 

participation rates, income and earnings levels (individually and by household), Commonwealth 

GNP and GDP, consumption metrics, tourism performance, tax collections, committed federal 

funding, population metrics, the size of the informal economy, and electricity demand and 

consumption, since entry into the 2019 RSA, (b) population levels and population growth, 

contraction, and out-migration, (c) electricity demand or elasticity of electricity demand, (d) 

power sector and infrastructure reforms—including Documents sufficient to show any changes 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 20 of 28
17

made to such analyses, forecasts, projections, and estimates and the reasons for such changes—

and for each of these analyses, forecasts, projections, and estimates:

a. All Documents concerning any underlying models, data inputs, and 

assumptions used to develop such analysis, forecast, projection, or estimate;

b. All programs and models (showing any data adjustments and intermediate and 

final calculations, including code developed for analyses performed using 

statistical software packages), all input files used by these programs and 

models, and all output files generated by these programs and models, provided 

in a format and organization where all programs can be executed with minimal 

effort and with instructions for doing so; 

c. Documents sufficient to show the sources and citations for all the datasets and 

data inputs used to construct any such analysis, forecast, projection, or estimate;

15. Documents sufficient to identify all of PREPA’s assets, including information 

about the age or depreciation of the assets, and liabilities, and the value thereof, as well as 

PREPA’s revenues and expenses, as of the petition date, and today.

16. PREPA’s financial statements from FY2014 to the present and all supporting 

workpapers. 

17. All presentations given to the FOMB or AAFAF concerning PREPA.

18. Documents sufficient to show distributed generation interconnection requests made 

to and/or fulfilled by LUMA or PREPA over the last 5 years, including the amount of 

interconnection charges received by PREPA, and projections for future distributed generation

interconnection requests made to LUMA or PREPA. 

19. Documents sufficient to show (a) all data on the extent of distributed generation

installations among actual or potential PREPA customers, including but not limited to such 

customers’ adoption of distributed generation, and (b) all data on the expected or average costs 

for distributed generation (including solar panels, batteries, and labor), considered or relied on in 

connection with PREPA’s Fiscal Plan projections. 

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 21 of 28
18

20. Documents sufficient to show the number of Customers (or former Customers), if 

any, that have permanently disconnected from PREPA’s grid following or in connection with an 

installation of distributed generation.

21. Documents sufficient to show the number of claims filed, and size/amount of the 

claims pool, against PREPA, which of those claims are settled, and which claims remain 

unsettled, including, without limitation, the amount claimed, amount believed by PREPA, 

AAFAF and/or the FOMB to be due on account of any allowed claims, and the amount disputed 

by PREPA, AAFAF and/or the FOMB on account of such claims. 

22. Documents concerning PREPA’s employee pension funds sufficient to show (a) 

the amount or estimated amount of PREPA’s pension underfunding; (b) how the amount or 

estimated amount of PREPA’s pension underfunding was calculated; (c) any analyses since 2017 

comparing PREPA’s assets earmarked for payment of pension claims against PREPA’s estimated 

pension-related liabilities; and (d) negotiations with PREPA’s pension funds and/or unions 

concerning PREPA’s pension underfunding and/or the restructuring of PREPA’s debts. 

23. Documents sufficient to show all subsidies provided to PREPA’s Customers, the 

magnitude and/or value of such subsidies, the reasons for those subsidies, the cost of those 

subsidies, analyses of alternatives to those subsidies, revenue foregone as a result of those 

subsidies, and data about how these subsidies are allocated among any and all Customer classes, 

including but not limited to subsidies to any Residential Customers, Governmental Customers, 

Municipalities, subsidies for tourism and hotels, subsidies to the agricultural industry, subsidies 

to health care and emergency services facilities, CILT payments, and subsidies provided under 

federal programs.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 22 of 28
19

24. Documents sufficient to show all reasons for the net metering program, the cost of 

the net metering program, and any analyses of any alternatives to the net metering program and 

why those alternatives were not adopted. To the extent not called for by the foregoing sentence, 

Documents sufficient to show how much revenue PREPA did not earn as a consequence of the 

net metering program. 

25. Documents sufficient to show, from January 1, 2017 to the present, all funds 

PREPA has received from or that have been pledged, committed, obligated, or disbursed by the 

federal government (including but not limited to FEMA and HUD) and the Commonwealth to 

PREPA (or to Puerto Rico for PREPA’s needs), whether such funding was used or may be used 

in the future for PREPA’s capital expenditures, any limitations on the use of such funds, PREPA’s 

current plans and projections concerning such funds it expects to receive in the future, and how 

PREPA has used and plans to use such funds in the future. 

26. All Documents concerning LUMA’s request(s) or proposal for higher rates.

27. All Documents, from January 1, 2020 to the present, concerning LUMA’s revenue, 

subsidy, customer, or load forecasts.

28. All Documents, from January 1, 2020 to the present, concerning LUMA’s 

customers’ electrical consumption and payments, including but not limited to customer-specific 

data on electrical consumption and payments, by rate class and accounting period, for all 

residential, commercial, industrial, and governmental/municipal rate classes, and the method by 

which data regarding electrical consumption is measured and collected.

29. Documents sufficient to show all planned, in progress, or completed projects to 

repair, build, improve, or install new capacity for the transmission and distribution system and 

power generation since January 1, 2017.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 23 of 28
20

30. All Documents concerning work performed to date on PREPA’s 2023 Fiscal Plan.

31. Documents sufficient to show the “objective and subjective judgments” that are 

incorporated into the Debt Sustainability Analysis of PREPA’s 2022 Fiscal Plan (at 170), and 

whether any of those judgments changed between 2021 and 2022.

32. All Documents produced to any other party or creditor in connection with PREPA’s 

Title III case or restructuring, including but not limited to Documents produced in response to 

formal discovery requests and Documents provided voluntarily outside of a formal discovery 

process at any time. 

33. All Documents concerning privatization of PREPA’s generating assets or proposed, 

contemplated, or actual public-private partnership (“P3”) agreements related to PREPA.

34. To the extent not otherwise covered by these Requests, any Documents provided to 

Bondholders pursuant to any mediation relating to PREPA’s Title III case, including in response 

to diligence requests. This request can be satisfied without re-production by an agreement that 

these mediation materials shall be treated as having been produced in response to this Request.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 24 of 28
21

Dated: San Juan, Puerto Rico

January 23, 2023

TORO COLÓN MULLET P.S.C.

/s/ Manuel Fernández-Bared

Manuel Fernández-Bared

USDC-PR No. 204,204

P.O. Box 195383

San Juan, PR 00919-5383

Tel.: (787) 751-8999

Fax: (787) 763-7760

E-mail: mfb@tcm.law

/s/ Linette Figueroa-Torres

Linette Figueroa-Torres

USDC-PR No. 227,104

E-mail: lft@tcm.law

/s/ Nayda Perez-Roman

Nayda Perez-Roman

USDC–PR No. 300,208

E-mail: nperez@tcm.law

Counsel for the Ad Hoc Group of PREPA

Bondholders

KRAMER LEVIN 

NAFTALIS & FRANKEL LLP

/s/ Amy Caton

Amy Caton*

Thomas Moers Mayer*

Alice J. Byowitz*

1177 Avenue of the Americas

New York, New York 10036

Tel.: (212) 715-9100

Fax: (212) 715-8000

Email: acaton@kramerlevin.com

tmayer@kramerlevin.com

abyowitz@kramerlevin.com

Gary A. Orseck*

Matthew M. Madden*

2000 K Street NW, 4th Floor

Washington, DC 20006

Tel: (202) 775-4500

Fax: (202) 775-4510

Email: gorseck@kramerlevin.com

mmadden@kramerlevin.com

*Admitted Pro Hac Vice

Counsel for the Ad Hoc Group of PREPA 

Bondholders

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 25 of 28
22

CASELLAS ALCOVER & BURGOS P.S.C.

By: /s/ Heriberto Burgos Pérez 

Heriberto Burgos Pérez

USDC-PR No. 204,809

Ricardo F. Casellas-Sánchez

USDC-PR No. 203,114

Diana Pérez-Seda

USDC–PR No. 232,014

P.O. Box 364924

San Juan, PR 00936-4924

Tel.: (787) 756-1400

Fax: (787) 756-1401

E-mail: hburgos@cabprlaw.com 

 rcasellas@cabprlaw.com

 dperez@cabprlaw.com 

Counsel for Assured Guaranty Corp. and Assured 

Guaranty Municipal Corp.

CADWALADER, WICKERSHAM & 

TAFT LLP

By: /s/ William J. Natbony 

Howard R. Hawkins, Jr.* 

Mark C. Ellenberg* 

Casey J. Servais* 

William J. Natbony*

Thomas J. Curtin*

200 Liberty Street

New York, New York 10281

Tel.: (212) 504-6000

Fax: (212) 406-6666

Email: howard.hawkins@cwt.com

 mark.ellenberg@cwt.com 

 casey.servais@cwt.com

 bill.natbony@cwt.com

 thomas.curtin@cwt.com

 

*Admitted Pro Hac Vice

Counsel for Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 26 of 28
23

REICHARD & ESCALERA, LLC

By: /s/ Rafael Escalara 

Rafael Escalara 

USDC-PR No. 122,609

/s/ Sylvia M. Arizmendi 

Sylvia M. Arizmendi

USDC-PR No. 210,714

/s/ Carlos R. Rivera-Ortiz 

Carlos R. Rivera-Ortiz

USDC–PR No. 303,409

255 Ponce de León Avenue

MCS Plaza, 10th Floor

San Juan, PR 00917-1913

Tel.: (787) 777-8888

Fax: (787) 765-4225

E-mail: escalara@reichardescalera.com 

 arizmendis@reichardescalera.com

 riverac@reichardescalera.com

 

Counsel for Syncora Guarantee, Inc.

QUINN EMANUEL URQUHART & 

SULLIVAN, LLP

By: /s/ Susheel Kirpalani 

Susheel Kirpalani*

Daniel Salinas

USDC-PR No. 224,006

Eric Kay*

51 Madison Avenue, 22nd Floor

New York, New York 10010-1603

Tel.: (212) 849-7000

Fax: (212) 849-7100

Email: susheelkirpalani@quinnemanuel.com

 danielsalias@quinnemanuel.com 

 erickay@quinnemanuel.com

* Admitted Pro Hac Vice

Counsel for Syncora Guarantee, Inc.

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 27 of 28
24

RIVERA, TULLA & FERRER LLC

/s/ Eric A. Tulla

Eric A. Tulla

USDC-DPR No. 118313

Email: etulla@riveratulla.com

Rivera Tulla & Ferrer Building

50 Quisqueya Street

San Juan, PR 00917-1212

Tel: (787)753-0438

Fax: (787)767-5784 

Counsel for U.S. Bank National 

Association, in its Capacity as Trustee

MASLON LLP

/s/ Clark T. Whitmore

Clark T. Whitmore* 

Michael C. McCarthy* 

John Duffey* 

Jason M. Reed* 

90 South Seventh Street, Suite 330

Minneapolis, MN 55402

Tel.: (612) 672-8200

Fax: (612) 672-8397

Email: clark.whitmore@maslon.com

mike.mccarthy@maslon.com

john.duffey@maslon.com

jason.reed@maslon.com

* Admitted Pro Hac Vice

Counsel for U.S. Bank National 

Association, in its Capacity as Trustee

Case:17-03283-LTS Doc#:23554-1 Filed:02/16/23 Entered:02/16/23 18:55:47 Desc:

Exhibit Page 28 of 28