Volume IV

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PREPA Exhibit No. 5

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

ln re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEAL TH OF PUERTO RICO, et al., 

Debtors.1 

In re: 

THE FlNANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as a representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY, 

Debtor. 

PROMESA Title Ill 

Case No. 17-BK-3283-LTS 

(Jointly Administered) 

PROMESA Title III 

Case No. l 7-BK-4780-L TS 

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 (Bankruptcy Case No. 17-BK-3283-LTS) (Last Four Digits of Federal Tax 

ID: 3481 ); (ii) Puerto Rico Sales Tax Financing Corporation (Bankruptcy Case No. 17-BK-3284-L TS) 

(Last Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority 

(Bankruptcy Case No. l 7-BK-3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees 

Retirement System of the Government of the Commonwealth of Puerto Rico (Bankruptcy Case No. 17-

BK-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto Rico Electric Power Authority 

(Bankruptcy Case No. 17-BK-4780-L TS) (Last Four Digits ofFederal Tax ID: 3747); and (vi) Puerto Rico 

Public Buildings Authority (Bankruptcy Case No. I 9-BK-5523-L TS) (Last Four Digits ofFederal Tax ID: 

3801) (Title III case numbers are listed as Bankruptcy Case numbers due to software limitations). 

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THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO, 

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY, 

Plaintiff/ 

CounterclaimDefendant, 

PUERTO RICO FISCAL AGENCY AND FINANCIAL 

ADVISORY AUTHORITY, THE OFFICIAL COMMJTTEE 

OF UNSECURED CREDITORS OF ALL TITLE lll 

DEBTORS, UNION DE TRABAJADORES DE LA 

INDUSTRIA ELECTRICA Y RIEGO INC., AND SISTEMA 

DE RETlRO DE LOS EMPLEADOS DE LA AUTORIDAD 

DE ENERGIA ELECTRICA, 

Plainti ff-Intervenors, 

v. 

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, 

Defendant/ 

CounterclairnPlainti ff, 

THE AD HOC GROUP OF PREPA BONDHOLDERS, 

ASSURED GUARANTY CORP., ASSURED GUARANTY 

MUNICIPAL CORP., NATIONAL PUBLIC FINANCE 

GUARANTEECORPORATION,ANDSYNCORA 

GUARANTEE, INC., 

DefendantIntervenors/ 

CounterclaimPlaintiffs. 

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO, 

as a representative of 

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Adv. Proc. No. 19-00391-LTS 

PROMESA Title Ill 

Adv. Proc. No. 19-00391-LTS 

PROMESA Title lII 

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PUERTO RICO ELECTRIC POWER AUTHORITY, 

Movant, 

v. 

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, 

Defendant/ 

CounterclaimPlaintiff, 

THE AD HOC GROUP OF PREPA BONDHOLDERS, 

ASSURED GUARANTY CORP., ASSURED GUARANTY 

MUNlCIPAL CORP., NATIONAL PUBLIC FINANCE 

GUARANTEE CORPORATION, AND SYNCORA 

GUARANTEE, INC., 

Defendant-Intervenors/ 

Counterclaim-Plaintiffs. 

DECLARATION OF NELSON MORALES IN RESPECT OF MOTION OF THE 

PUERTO RICO ELECTRIC POWER AUTHORITY, BY AND THROUGH THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, 

FOR SUMMARY JUDGMENT PURSUANT TO BANKRUPTCY RULE 7056 

I, Nelson Morales, hereby declare: 

1. I am the Chief Financial Officer of the Puerto Rico Electric Power Authority 

("PREP A"). I am over 18 years of age and I am authorized to make and submit this declaration 

on PREPA's behalf. 

2. As PREPA's Chief Financial Officer, [ lead PREPA's Finance Directorate. 

PREP A's Finance Directorate is responsible for the financial and accounting aspects of PREP A's 

day-to-day operations. These operations include, among other things, day-to-day cash flow, 

budgeting, accounting books and records, and financial reporting. 

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3. In my role as Chief Financial Officer, I am familiar with the books, records, 

policies, and documents maintained by PREPA (the "Business Records"). The Business Records 

are kept by PREP A in the regular course of its business and are made at or near the time of the 

events appearing therein by, or from information provided by, persons with knowledge of the 

activity. PREP A makes such records in the regular course of business. I have personal knowledge 

of the matters stated herein or have acquired such knowledge by personally examining the 

Business Records kept by PREP A. If called upon to testify as to the matters stated herein, I would 

and could competently testify thereto. 

4. In my role as Chief Financial Officer, I am familiar with the trust agreement dated 

January 1, 1974 among the Puerto Rico Water Resources Authority2 and First National City Bank, 

as amended and supplemented (the "Trust Agreement"), and documents and agreements issued 

thereunder. 

5. A true and correct copy of the Trust Agreement, dated as of January 1, 1974, is 

attached hereto as Exhibit A. 

6. Between 1974 and 2017, the Trust Agreement was amended several times. 

7. The first amendment, entitled "Supplemental Agreement," is dated as of August 1, 

1983. Attached hereto as Exhibit Bis a true and correct copy of the first amendment to the Trust 

Agreement. 

8. The second amendment, entitled "Second Supplemental Agreement," is dated as of 

February 1, 1988. Attached hereto as Exhibit C is a true and correct copy of the second 

amendment to the Trust Agreement. 

2 PREPA used to be called the Puerto Rico Water Resources Authority. See 22 P.R. LAWS ANN. Tit. 22, § 191 ("The 

Water Resources Authority, created pursuant to Act No. 83 of May 2, 1941, amended[§§ 19 1-217 of this title], is 

hereby designated with the new name of Puerto Rico Electric Power Authority."). 

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9. The third amendment, entitled "Third Supplemental Agreement," is dated as of 

January 12, 2011. Attached hereto as Exhibit Dis a true and correct copy of the third amendment 

to the Trust Agreement. 

10. The fourth amendment, entitled "Fourth Supplemental Agreement," is dated as of 

August 24, 1989. Attached hereto as Exhibit Eis a true and correct copy of the fourth amendment 

to the Trust Agreement. 

11 . The fifth amendment, entitled "Fifth Supplemental Agreement," is dated as of 

August 14, 1991. Attached hereto as Exhibit F is a true and correct copy of the fifth amendment 

to the Trust Agreement. 

12. The sixth amendment, entitled "Sixth Supplemental Agreement," is dated as of 

September 1, 1992. Attached hereto as Exhibit G is a true and correct copy of the sixth 

amendment to the Trust Agreement. 

13. The seventh amendment, entitled "Seventh Supplemental Agreement," is dated as 

of January 1, 1994. Attached hereto as Exhibit H is a true and correct copy of the seventh 

amendment to the Trust Agreement. 

14. The eighth amendment, entitled "Eighth Supplemental Agreement," is dated as of 

May 1, 1997. Attached hereto as Exhibit I is a true and correct copy of the eighth amendment to 

the Trust Agreement. 

15. The ninth amendment, entitled "Ninth Supplemental Agreement," is dated as of 

June 1, 1994. Attached hereto as Exhibit J is a true and correct copy of the ninth amendment to 

the Trust Agreement. 

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16. The tenth amendment, entitled "Tenth Supplemental Agreement," is dated as of 

August I, 1995. Attached hereto as Exhibit K is a true and correct copy of the tenth amendment 

to the Trust Agreement. 

17. The eleventh amendment, entitled "Eleventh Supplemental Agreement," is dated 

as of April 1, 1999. Attached hereto as Exhibit L is a true and correct copy of the eleventh 

amendment to the Trust Agreement. 

18. The twelfth amendment, entitled "Twelfth Supplemental Agreement," is dated as 

of April 1, 1998. Attached hereto as Exhibit Mis a true and correct copy of the twelfth amendment 

to the Trust Agreement. 

19. The thirteenth amendment, entitled "Thirteenth Supplemental Agreement," is dated 

as of January 1, 2002. Attached hereto as Exhibit N is a true and correct copy of the thirteenth 

amendment to the Trust Agreement. 

20. The fourteenth amendment, entitled "Fourteenth Supplemental Agreement," is 

dated as of March 12, 2010. Attached hereto as Exhibit O is a true and correct copy of the 

fourteenth amendment to the Trust Agreement. 

21. The fifteenth amendment, entitled "Fifteenth Supplemental Agreement," is dated 

as of May 29, 20 I 0. Attached hereto as Exhibit P is a true and correct copy of the fifteenth 

amendment to the Trust Agreement. 

22. The sixteenth amendment, entitled "Sixteenth Supplemental Agreement," is dated 

as of August 1, 2014. Attached hereto as Exhibit O is a true and correct copy of the sixteenth 

amendment to the Trust Agreement. 

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23. The seventeenth amendment, entitled "Seventeenth Supplemental Agreement," is 

dated as of July 1, 2015. Attached hereto as Exhibit Risa true and correct copy of the seventeenth 

amendment to the Trust Agreement. 

24. The eighteenth amendment, entitled "Eighteenth Supplemental Agreement," is 

dated as of March I, 2016. Attached hereto as Exhibit Sis a true and correct copy of the eighteenth 

amendment to the Trust Agreement. 

25. The eighteenth amendment was itself further amended through a document entitled 

"First Amendment to Eighteenth Supplemental Agreement" and is dated as of June 1, 2016. 

Attached hereto as Exhibit T is a true and correct copy of the first amendment of the eighteenth 

amendment to the Trust Agreement. 

26. The nineteenth amendment, entitled ''Nineteenth Supplemental Agreement," is 

dated as of April 1, 2017. Attached hereto as Exhibit U is a true and correct copy of the nineteenth 

amendment to the Trust Agreement. 

27. To my knowledge and based on my review of PREPA's business records, no 

additional amendments to the Trust Agreement were executed. 

28. To my knowledge and based on my review of PREPA's business records, no 

"consolidated" or "amended and restated" version of the Trust Agreement was ever executed. 

29. Attached hereto as Exhibit V is a true and correct copy of the official statement 

that PREPA filed on August 16, 2013 in the Electronic Municipal Market Access (EMMA) system 

maintained by the Municipal Securities Rulemaking Board (MSRB) in connection with PREPA's 

issuance of Power Revenue Bonds, Series 2013A. 

30. Attached hereto as Exhibit Wis a true and correct copy of the specimen bond for 

the Power Revenue Bonds, Series 2013A. 

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31. To my knowledge and based on my review of PREPA's business records, the 

"Series 20 l 5A" bonds were paid in full prior to the filing of PREP A's Title III petition. 

32. Consistent with the Trust Agreement, the accounts (including all sub-accounts) 

comprising the "Sinking Fund" and "Self-Insurance Funds" (each as defined in the Trust 

Agreement, as amended) are held at U.S. Bank, National Association, as Trustee under the Trust 

Agreement (the "Trustee"), as depository bank. 

33. As of the petition date (July 3, 2017), the PREPA deposit accounts held at U.S. 

Bank (the "Trustee-Held Deposit Accounts") were as follows:3 

Account Number (Last Four Digits) Description 

8002 Sinking Fund Interest 

8004 Sinking Fund Reserve 

8013 Self Insurance 

8015 Self Insurance Sub A 

8016 Self Insurance 

8017 Sinking Fund Reserve Sub A 

8018 Sinking Fund Reserve Sub B 

8019 Sinking Fund Reserve Sub C 

8020 Sinking Fund Reserve Sub D 

0001 Ser VY Escrow Dep 

1001 CAPI Series 2012A 

9000 PREP A Rev Fund Ser 2013A 

3 This list does not include a deposit account held at U.S. Bank as depository bank that was opened after PREP A's 

petition date to hold certain funds received from the U.S. Environmental Protection Agency. This account is not 

part of the Sinking Fund or Subordinate Funds as those tenns are defined in the Trust Agreement. 

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1900 I I CAPI Series 2013A 

34. PREP A maintains other bank accounts in its own name at several institutions other 

than U.S. Bank. To my knowledge and based on my review of PREP A's business records, PREP A 

and the Trustee are not parties to any deposit account control agreements with respect to any of 

these accounts. 

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I declare under penalty of perjury under 28 U.S.C. § 1746 that the foregoing is true and correct. 

Executed on: October 24, 2022, in San Juan, Puerto Rico. 

Nelson Morales 

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