UNITED STATES DISTRICT COURT 

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

No. 17 BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO HIGHWAYS AND

TRANSPORTATION AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK-3567-LTS

SUPPLEMENTAL NOTICE REGARDING 

TIME TO OBJECT TO EXECUTORY CONTRACTS TO BE

ASSUMED PURSUANT TO HTA TITLE III PLAN OF ADJUSTMENT 

PLEASE TAKE NOTICE that, pursuant to an order, dated October 12, 2022 [ECF No. 

1415 in Case No. 17-3567] (the “Confirmation Order”), the Modified Fifth Amended Title III Plan 

 

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); (v) Puerto Rico Electric Power Authority (“PREPA”) 

(Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public 

Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 

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

YOU ARE RECEIVING THIS NOTICE BECAUSE YOU

OR ONE OF YOUR AFFILIATES MAY BE A COUNTERPARTY TO AN 

EXECUTORY CONTRACT WITH THEDEBTOR

AS SET FORTH ON EXHIBIT A ATTACHED HERETO

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of Adjustment of the Puerto Rico Highways and Transportation Authority, dated September 6, 

2022 (as amended, supplemented, or modified, the “Plan”),2 was confirmed by the United States 

District Court for the District of Puerto Rico (the “Court”).

PLEASE TAKE FURTHER NOTICE that, on December 2, 2022, the Financial 

Oversight and Management Board for Puerto Rico (the “Oversight Board”), as sole Title III 

representative of the Puerto Rico Highways and Transportation Authority (“HTA” or the 

“Debtor”), pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic 

Stability Act (“PROMESA”),3filed the Third Amended Plan Supplement and Plan Related 

Documents of the Puerto Rico Highways and Transportation Authority [ECF No. 1445 in Case 

No. 17-3567] (the “Third Amended Plan Supplement”). 

PLEASE TAKE FURTHER NOTICE that, attached to the Third Amended Plan 

Supplement as Exhibit C is a schedule of Executory Contracts to be Assumed (the “Schedule”). 

Pursuant to Section 27.1 of the Plan, the Debtor intends to assume, as of the Effective Date of the 

Plan, the Executory Contracts listed in the Schedule.

PLEASE TAKE FURTHER NOTICE that, on December 5, 2022, the Oversight Board, 

as sole Title III representative of HTA, pursuant to section 315(b) of PROMESA, filed the Notice 

of Amended Schedule of Executory Contracts to be Assumed Pursuant to HTA Title III Plan of 

Adjustment [ECF No. 1447 in Case No. 17-3567], which includes an amended Schedule (the 

“Amended Schedule”) adding an agreement (the “Additional Assumed Agreement”) with

Autopistas de Puerto Rico y Compañía S.E. (the “Additional Party”).

 

2 All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan or 

the Original Notice (as defined below), as applicable.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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PLEASE TAKE FURTHER NOTICE that, the deadline for the Additional Party to 

object to the proposed Cure Costs with respect to the Additional Assumed Agreement, or the 

assumption of the Additional Assumed Agreement listed on the Amended Schedule attached 

hereto as Exhibit A is December 27, 2022, at 5:00 p.m. (prevailing Atlantic Standard Time)

(the “Objection Deadline”).4

PLEASE TAKE FURTHER NOTICE that, if you disagree with the proposed Cure Costs

with respect to the Additional Assumed Agreement or the assumption of the Additional Assumed 

Agreement to which you are a party, your objection must: (i) be in writing, in English, and signed; 

(ii) comply with the applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, and 

any order governing the administration of this Title III case; (iii) state with specificity the nature 

of the objection and, if the objection pertains to the proposed Cure Costs, state the correct cure 

amount alleged to be owed, together with any applicable and appropriate documentation in support 

thereof; and (iv) be filed electronically with the Court on the dockets of In re Commonwealth of 

Puerto Rico, Case No. 17 BK 3283-LTS and In re Puerto Rico Highways and Transportation 

Authority, Case No. 17 BK 3567-LTS, through the Court’s case filing system in searchable 

portable document format on or before the Objection Deadline, and (v) be served upon the Office 

of the United States Trustee for the District of Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 

301, San Juan, PR 00901 (re: In re: Puerto Rico Highways and Transportation Authority) so as to 

be received on or before the Objection Deadline.

 

4 For the avoidance of doubt, the objection deadline provided in the Notice of Executory Contracts to be Assumed 

Pursuant to HTA Title III Plan of Adjustment [ECF No. 1446 in Case No. 17-3567] (December 22, 2022, at 5:00 

p.m. (prevailing Atlantic Standard Time)) remains applicable to the counterparties with respect to the Executory 

Contracts listed in Exhibit A attached thereto.

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PLEASE TAKE FURTHER NOTICE that, if no objection to the Cure Costs(s) or the 

assumption of any Executory Contract is filed by the Objection Deadline, then (i) you will be 

deemed to have stipulated that the Cure Costs as determined by the Debtor are correct, (ii) you 

will be forever barred, estopped, and enjoined from asserting any additional cure amount for any 

amounts due and/or that could have been sought as Cure Costs in accordance with the Executory 

Contracts, (iii) you will be forever barred, estopped, and enjoined from objecting to such proposed 

assumption on the grounds that the Debtor has not provided adequate assurance of future 

performance as of the Effective Date.

PLEASE TAKE FURTHER NOTICE that, if there are any objections filed to the 

proposed assumption of the Executory Contracts listed on Exhibit A attached hereto or related 

Cure Cost(s), the Title III Court shall hold a hearing on a date to be set by the Title III Court. 

PLEASE THAT FURTHER NOTICE that, notwithstanding anything herein, the mere 

listing of any Executory Contract on the Schedule or the Amended Schedule does not require or 

guarantee that such Executory Contract will be assumed by the Debtor at any time, and all rights 

of the Debtor with respect to such Executory Contracts are expressly reserved. 

PLEASE TAKE FURTHER NOTICE that all documents filed in these Title III case are 

available (a) free of charge by visiting https://cases.ra.kroll.com/puertorico or by calling +1 (844) 

822-9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, subject to the procedures 

and fees set forth therein.

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Dated: December 5, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Brian S. Rosen

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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Exhibit A 

Amended Schedule

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Schedule of Executory Contracts to be Assumed

The Debtor reserves the right to amend, on or prior to the Effective Date, this schedule to delete any Executory Contract therefrom or 

add any Executory Contract or Unexpired Lease, in which event such Executory Contract(s) or Unexpired Lease(s) shall be deemed to 

be, as the case may be, either assumed, or assumed and assigned as of the Effective Date.

Description of Executory Contract Counterparty(ies) Cure 

Amount

Toll Roads Concession Agreement between Autopistas Metropolitanas de Puerto 

Rico, LLC and the Puerto Rico Highways and Transportation Authority, as 

amended.

Waiver and Amendment Agreement to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Amendment and Consent Agreement No. 2 to Toll Roads Concession 

Agreement between Autopistas Metropolitanas de Puerto Rico, LLC and 

the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 3 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Amendment Agreement No. 4 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Agreed Modifications and Amendment Agreement No. 5 to Toll Roads 

Concession Agreement between Autopistas Metropolitanas de Puerto Rico, 

LLC and the Puerto Rico Highways and Transportation Authority.

Amendment Agreement No. 6 to Toll Roads Concession Agreement 

between Autopistas Metropolitanas de Puerto Rico, LLC and the Puerto 

Rico Highways and Transportation Authority.

Autopistas Metropolitanas de 

Puerto Rico, LLC

$0.00

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Description of Executory Contract Counterparty(ies) Cure 

Amount

Escrow Agreement by and among Autopistas Metropolitanas de Puerto Rico, 

LLC, the Puerto Rico Highways and Transportation Authority, and Banco Popular 

de Puerto Rico, as amended.

Amendment Agreement No. 1 to the Original Escrow Agreement and 

Disbursement Instructions by and among Autopistas Metropolitanas de 

Puerto Rico, LLC, the Puerto Rico Highways and Transportation 

Authority, and Banco Popular de Puerto Rico.

Exhibit A to Amendment No. 1 to the Original Escrow Agreement and 

Disbursement Instructions by and among Autopistas Metropolitanas de 

Puerto Rico, LLC, the Puerto Rico Highways and Transportation Authority

and Banco Popular de Puerto Rico.

Autopistas Metropolitanas de 

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

New Escrow Agreement by and among Autopistas Metropolitanas de Puerto Rico, 

LLC, the Puerto Rico Highways and Transportation Authority and Banco Popular 

de Puerto Rico.

Autopistas Metropolitanas de 

Puerto Rico, LLC

Banco Popular de Puerto Rico

$0.00

Concession Agreement for the Final Design, Construction, Operation and 

Maintenance of a Privatized Transportation Facility between Autopistas de Puerto 

Rico y Compañía S.E. and Puerto Rico Highway and Transportation Authority, as 

amended.

Amendment to Concession Agreement by and among Autopistas de Puerto 

Rico y Compañía S.E. and the Puerto Rico Highways and Transportation 

Authority.

Autopistas de Puerto Rico y 

Compañía S.E.

$0.00

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