UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

-------------------------------------------------------------x

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY 

(“PREPA”), 

 Debtor.

-------------------------------------------------------------x

PROMESA

Title III

No. 17 BK 4780-LTS

Re: Docket No. ____

INTERIM ORDER (A) AUTHORIZING 

DEBTOR PUERTO RICO ELECTRIC POWER AUTHORITY 

TO OBTAIN POSTPETITION SECURED FINANCING, (B) GRANTING 

PRIMING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE 

EXPENSE CLAIMS, (C) MODIFYING THE AUTOMATIC STAY, 

(D) SCHEDULING A FINAL HEARING, AND (E) GRANTING RELATED RELIEF

Upon the Urgent Joint Motion of the Financial Oversight and Management Board for 

Puerto Rico and the Puerto Rico Fiscal Agency and Financial Advisory Authority for Entry of 

Interim and Final Orders (a) Authorizing Postpetition Secured Financing, (b) Granting Priming 

 

1

The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy case number due to software limitations 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 

(“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 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); (iv) Puerto Rico Highways and Transportation 

Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); 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#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 1 of 17
2

Liens and Providing Superpriority Administrative Expense Claims, (c) Modifying the Automatic 

Stay, (d) Scheduling a Final Hearing, and (e) Granting Related Relief (the “Urgent Motion”);2

and the Court having found it has subject matter jurisdiction over this matter pursuant to section 

306(a) of PROMESA; and it appearing that venue in this district is proper pursuant to section 

307(a) of PROMESA; and the Court having found the relief requested in the Urgent Motion is in 

the best interests of the Debtor, its creditors, and other parties in interest; and the Court having 

found the Debtor provided adequate and appropriate notice of the Urgent Motion under the 

circumstances and that no other or further notice is required; and the Court having reviewed the 

Urgent Motion and having heard the statements of counsel in support of the Urgent Motion at an 

interim hearing held before the Court (the “Hearing”); and the Court having determined that the 

legal and factual bases set forth in the Urgent Motion and at the Hearing establish just cause for the 

relief granted herein; and any objections to the relief requested herein having been withdrawn or 

overruled on the merits; and upon the record herein, after due deliberation thereon, the Court 

having found that good and sufficient cause exists for the granting of the relief as set forth herein,

IT IS HEREBY FOUND AND DETERMINED THAT:

3

A. Purpose and Necessity of Financing. The Debtor has an immediate need to obtain 

the financing under the Facility described in the Urgent Motion, subject to and consistent with the 

terms set forth in the Postpetition Credit Agreement substantially in the form attached hereto as 

Exhibit 1 (the “Credit Agreement”) and the other Credit Documents, to finance operating 

expenses that (i) constitute Eligible Uses and (ii) are included in the initial 13-week cash flow 

 

2

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Urgent Motion or the 

Credit Documents, as applicable.

3

Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings of 

fact, as applicable, pursuant to Bankruptcy Rule 7052.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 2 of 17
3

budget attached hereto as Exhibit 2 and any subsequent 13-week cash flow budget submitted by 

the Debtor to the Lender as provided in the Credit Agreement and approved by the Lender and the

Oversight Board (collectively, the “Budget”). The financing under the Facility is necessary to the 

continued operation of the Debtor and, if it does not obtain authorization to enter into the Facility

with the Lender and obtain Loans under the Credit Documents, both the Debtor and the Lender

could suffer immediate and irreparable harm. The Debtor is unable to obtain adequate unsecured 

credit allowable as an administrative expense under section 503 of the Bankruptcy Code, or other 

sufficient secured financing under sections 364(c) or (d) of the Bankruptcy Code, on equal or more 

favorable terms than those set forth in the Credit Documents, based on the totality of the 

circumstances. A loan facility in the amount provided by the Credit Documents, at a low rate of

interest, is not available to the Debtor without granting the Lender superpriority claims and 

priming liens pursuant to sections 364(c)(1) and 364(d) of the Bankruptcy Code as provided in this 

Interim Financing Order and the Credit Documents. After considering all alternatives, the Debtor

has exercised its sound business judgment in determining the Facility represents the best financing 

available to it at this time and is in the best interests of its stakeholders.

B. Preservation of the Value of Collateral. Absent access to the Facility in accordance 

with this Interim Financing Order, the value of the Collateral could be severely and irreparably 

harmed. Access to the Facility, subject to this Interim Financing Order, will preserve, and 

ultimately enhance, the value of the Collateral. Accordingly, any secured claimholders of the 

Debtor are deemed to be adequately protected.

C. Good Cause Shown. Good and sufficient cause has been shown for entry of this 

Interim Financing Order. The ability of the Debtor to obtain sufficient working capital and 

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 3 of 17
4

liquidity under the Credit Documents is vital to the Debtor, its creditors, and its customers, and the 

Lender. The liquidity to be provided under the Credit Documents will enable the Debtor to 

continue to operate in the ordinary course and preserve the value of the Debtor’s assets. Among 

other things, entry of this Interim Financing Order is necessary to maximize the value of the 

Debtor’s assets and to avoid immediate and irreparable harm to the Debtor and, accordingly, is in 

the best interests of the Debtor and its creditors.

D. Good Faith. The terms of the Credit Documents are more favorable to the Debtor

than those available from alternative sources. Based on the totality of the circumstances, the terms 

of the Credit Documents are fair to the Lender and the Debtor. Any obligations under the Facility 

and other financial accommodations made to the Debtor by the Lender pursuant to the Credit 

Documents and this Interim Financing Order shall be deemed to have been extended by the Lender 

in good faith, as that term is used in section 364(e) of the Bankruptcy Code, and in express reliance 

upon the protections offered by section 364(e) of the Bankruptcy Code, and the Lender shall be 

entitled to the full protections of section 364(e) of the Bankruptcy Code if this Interim Financing

Order or any other provision hereof is vacated, reversed, or modified, on appeal or otherwise.

E. Fair Consideration and Reasonably Equivalent Value. The Debtor has received and 

will receive fair and reasonable consideration in exchange for access to the Facility and all other 

financial accommodations provided under the Credit Documents and this Interim Financing Order. 

The terms of the Credit Documents are fair and reasonable, reflect the Debtor’s exercise of prudent 

business judgment consistent with its fiduciary duties, and are supported by reasonably equivalent 

value and fair consideration.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 4 of 17
5

E. F. Good Cause for Immediate Entry of Interim Financing Order. Good and 

sufficient cause has been shown for immediate entry of this Interim Financing Order pursuant to 

Bankruptcy Rule 4001(c)(2) and the Local Bankruptcy Rules. The authorization granted herein to 

enter into the Credit Documents and to obtain funds under the Facility is necessary to avoid 

immediate and irreparable harm to the Debtor. Entry of this Interim Financing Order is in the best 

interests of the Debtor and its creditors because it will, among other things, allow for access to the 

financing necessary for the Debtor to continue to operate and further enhance the Debtor’s 

prospects for a successful restructuring. Based upon the foregoing findings, acknowledgements, 

and conclusions, and upon the record made before this Court at the Hearing, and good and 

sufficient cause appearing therefor;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. Disposition. The Urgent Motion is GRANTED on the terms set forth in this 

Interim Financing Order. Any objection to the relief sought in the Urgent Motion that has not 

previously been withdrawn or resolved is hereby overruled on its merits.

AUTHORIZATION FOR FINANCING

2. Authorization for Financing. The Debtor is hereby authorized to execute, perform 

and incur the obligations arising under the Facility, subject to the terms of this Interim Financing

Order and the Credit Documents, in the aggregate principal amount of up to $550 million. From 

and after entry of this Interim Financing Order, available financing and advances shall be made in 

accordance with the Credit Documents and at the discretion of the Lender and the approval of the 

Oversight Board for the purpose of funding “Eligible Uses,” as defined in the Motion.

3. Authority to Execute and Deliver Necessary Documents.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 5 of 17
6

(a) The Debtor is authorized to negotiate, prepare, enter into and deliver the 

Credit Documents, in each case including any amendments, supplements and modifications 

thereto. The Debtor is further authorized to negotiate, prepare, enter into and deliver any UCC 

financing statements, account control agreements, pledge and security agreements, mortgages or 

deeds of trust, or similar documents or agreements encumbering any and all of the Collateral and 

securing any and all of the Debtor’s obligations under the Credit Documents, each as may be 

reasonably requested by the Lender in accordance with the Credit Documents. 

(b) The Debtor is further authorized and directed to (i) perform all its 

obligations under the Credit Documents, and such other agreements as may be required by the 

Credit Documents to give effect to the terms of the financing provided for therein and in this 

Interim Financing Order, and (ii) perform all acts required under the Credit Documents and this 

Interim Financing Order.

4. Valid and Binding Obligations. All obligations under the Credit Documents shall 

constitute valid and binding obligations of the Debtor in accordance with the terms of the Credit 

Documents and the terms of this Interim Financing Order, and no obligation, payment, transfer, or 

grant of a lien or security interest under the Credit Documents or this Interim Financing Order shall 

be stayed, restrained, voidable, or recoverable under PROMESA, the Bankruptcy Code, or under 

any applicable law or subject to any avoidance, reduction, setoff, offset, recharacterization, 

subordination (whether equitable, contractual, or otherwise), counterclaims, cross-claims, 

defenses, or any other challenges under PROMESA, the Bankruptcy Code, or any applicable law 

or regulation by any person or entity.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 6 of 17
7

5. Termination Date. Notwithstanding anything in this Interim Financing Order to the 

contrary, the Facility shall expire, and the loans made pursuant to this Interim Financing Order and 

the Credit Documents will mature, and together with any other obligations accruing under the 

Credit Documents, will become due and payable (unless such obligations become due and payable 

earlier pursuant to the terms of the Credit Documents and this Interim Financing Order by way of 

acceleration or otherwise), on the earliest of (in each case, the “Termination Date”): (i) the date on 

which all the Loans and other obligations thereunder have been indefeasibly repaid in full in cash 

(and the Commitment has been terminated); (ii) the effective date of a confirmed plan of 

adjustment in the Title III Case (unless an alternative treatment is agreed to by the Lender); and 

(iii) the date of termination of the Commitment and/or acceleration of any outstanding extensions 

of credit under the Facility following the occurrence and during the continuance of an “Event of 

Default” (as defined in the Credit Agreement).

6. Amendments, Consents, Waivers, and Modifications. Subject to the approval of 

the Oversight Board, PREPA may enter into any amendments, consents, waivers or modifications 

to the Credit Documents, in accordance with the terms thereof, without the need for further notice 

and hearing or any order of this Court.

SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIM, FIRST 

PRIORITY PRIMING LIEN, AND CURRENT EXPENSE CLASSIFICATION

7. The Lender’s Superpriority Claim. The Lender is hereby granted an allowed 

superpriority administrative expense claim (the “Superpriority Claim”) pursuant to section 

364(c)(1) of the Bankruptcy Code in the Debtor’s Title III Case for all obligations arising under the 

Facility, having priority over any and all other claims against the Debtor, now existing or hereafter 

arising, of any kind whatsoever, including, without limitation, all administrative expenses of the 

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 7 of 17
8

kinds specified in or arising or ordered, whether or not such expenses or claims may become 

secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed 

Superpriority Claim shall be considered administrative expenses allowed under sections 503(b)

and 507(a)(2) of the Bankruptcy Code, and which Superpriority Claim shall be payable from and 

have recourse to all pre- and postpetition property of the Debtor and all proceeds thereof. The 

Superpriority Claim shall be subject and subordinate in priority of payment only to the Carve Out. 

Except as otherwise provided in this Interim Financing Order, the Superpriority Claim shall be 

senior in all respects to any superpriority claims granted in this Title III Case. 

8. Priming Liens and Priority.

(a) Subject and subordinate to the Carve Out, to secure the obligations arising 

under the Facility, and as more fully set forth in the Credit Documents, the Lender is hereby 

granted: pursuant to section 364(d)(1) of the Bankruptcy Code, a valid, binding, continuing, 

enforceable, fully-perfected, non-avoidable first priority senior priming lien on, and security 

interest in, all Revenues of the Debtor. The liens and security interests identified in the preceding 

clauses are referred to herein as the “Liens” and the collateral to which such Liens attach is referred 

to herein as the “Collateral.”

(b) The Liens shall be effective immediately upon the entry of this Interim 

Financing Order and, other than with respect to the Carve Out, shall not at any time be made 

subject or subordinated to, or made pari passu with, any other lien, security interest or claim. 

9. Survival of Liens and Superpriority Claim. Except as otherwise provided herein, 

the Liens, the Superpriority Claim, and other rights and remedies granted under this Interim 

Financing Order to the Lender shall continue in this Title III Case, and such liens and security 

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 8 of 17
9

interests shall maintain their priority as provided in this Interim Financing Order until all the 

obligations arising under the Facility have been indefeasibly paid in full in cash or otherwise 

satisfied, and any commitment of the Lender has been terminated in accordance with the Credit 

Documents.

10. Current Expense Classification. “Eligible Uses” of the proceeds of the Loans 

pursuant to this Interim Financing Order and the Credit Documents are limited to certain 

categories of expenses, all of which constitute “Current Expenses” under the Trust Agreement. As 

such, the Debtor’s repayment obligations to the Lender for amounts borrowed under the Facility

shall be deemed to be “Current Expenses” under the Trust Agreement.

ADEQUATE PROTECTION

11. Adequate Protection. All secured claimholders of the Debtor, including holders of 

the Debtor’s Power Revenue Bonds,4are adequately protected for the use of the Collateral, the 

granting of the Liens, the imposition of the automatic stay under sections 362 and 922 of the 

Bankruptcy Code, and the subordination (if any) of any liens, security interests, or rights such 

secured claimholders may have to receive payment from the proceeds of any Collateral.

CARVE OUT; RESTRICTIONS ON USE OF FUNDS

12. Carve Out. The Liens, the Superpriority Claim, and the obligations arising under 

any secured prepetition financing shall be subject and subordinate to the Carve Out. “Carve Out”

means the sum of: (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee 

under 28 U.S.C. § 1930 plus interest at the statutory rate; (ii) to the extent allowed at any time, 

whether by interim order, procedural order, or otherwise all unpaid fees, costs, and expenses (the 

 

4

This Interim Financing Order shall not constitute a finding with respect to the validity, priority, extent, or 

enforceability of any asserted lien on or security interest in any property of the Debtor.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 9 of 17
10

“Professional Fees”) incurred by persons or firms retained by the Debtor (the “Debtor 

Professionals”), the Oversight Board (the “Oversight Board’s Professionals”) and the Official 

Committee of Unsecured Creditors (the “Creditors’ Committee,” together with the Oversight 

Board’s Professionals and the Debtor Professionals, the “Professional Persons”); and (iiiii) any 

state matching requirements of Federal grants and loans.

13. Prohibition on Granting of Additional Liens and Interests. No liens, claims, 

interests or priority status, other than the Carve Out, having a lien or administrative priority

superior to, pari passu with, that of the Liens or the Superpriority Claim, shall be granted while 

any portion of the obligations arising under the Facility remains outstanding, or any commitments 

of the Lender under the Credit Documents remains in effect, without the prior written consent of 

the Lender.

MODIFICATION OF AUTOMATIC STAY

14. Stay Modification. 

(a) The automatic stay provisions of sections 362 and 922 of the Bankruptcy

Code are, to the extent applicable, vacated and modified without further application or motion to, 

or order from, the Court, to the extent necessary so as to permit the following, and neither section 

105 of the Bankruptcy Code nor any other provision of PROMESA, the Bankruptcy Code, or 

applicable law shall be utilized to prohibit the exercise, enjoyment and enforcement of any of such 

rights, benefits, privileges, or remedies regardless of any change in circumstances (whether or not 

foreseeable): Whether or not a default or an Event of Default under the Credit Documents or a 

default by the Debtor of any of its obligations under this Interim Financing Order has occurred (A) 

to require all cash, checks or other collections or proceeds from Collateral received by the Debtor

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 10 of 17
11

to be deposited in accordance with the requirements of the Credit Documents, and to apply any

amounts so deposited and other amounts paid to or received by the Lender under the Credit

Documents in accordance with any requirements of the Credit Documents, (B) to file or record any 

financing statements, mortgages or other instruments or other documents to evidence the security 

interests in and liens upon the Collateral in accordance with the Credit Documents, (C) to charge 

and collect any interest, fees, costs and other expenses accruing at any time under the Credit

Documents as provided therein, and (D) to give the Debtor any notice provided for in or 

contemplated by any of the Credit Documents or this Interim Financing Order.

(b) This Court shall retain exclusive jurisdiction to hear and resolve any 

disputes and enter any orders required by the provisions of this Interim Financing Order and 

relating to the application, re-imposition or continuance of the automatic stay of sections 362 and 

922 of the Bankruptcy Code or other injunctive relief requested.

MISCELLANEOUS

15. Successors and Assigns. The Credit Documents and the provisions of this Interim 

Financing Order shall be binding upon the Debtor and the Lender (and each of their respective 

successors and assigns), and shall inure to the benefit of the Debtor and the Lender (and each of 

their respective successors and assigns). The terms and provisions of this Interim Financing Order 

shall also be binding on all of the Debtor’s creditors and all other parties in interest.

16. Binding Nature of Agreement. Each of the Credit Documents shall constitute legal, 

valid, and binding obligations of the Debtor, enforceable in accordance with their terms. The 

Credit Documents have been or will be properly executed and delivered to the Lender by the 

Debtor, no later than one business day after entry of this Interim Financing Order. Unless 

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 11 of 17
12

otherwise consented to in writing by the Oversight Board, the rights, remedies, powers, privileges, 

liens, and priorities of the Lender provided for in this Interim Financing Order, the Credit 

Documents, or otherwise shall not be modified, altered, or impaired in any manner by any

subsequent order (including a confirmation or sale order), by any plan of adjustment in this Title 

III Case, by the dismissal of this Title III Case or in any subsequent case under PROMESA unless 

and until the obligations arising under the Facility have first been indefeasibly paid in full in cash 

and/or completely satisfied and any commitments of the Lender terminated in accordance with the 

Credit Documents.

17. Subsequent Reversal or Modification. This Interim Financing Order is entered 

pursuant to section 364 of the Bankruptcy Code, and Bankruptcy Rules 4001(b) and (c), granting 

the Lender all protections afforded by section 364(e) of the Bankruptcy Code. If any or all of the 

provisions of this Interim Financing Order are hereafter reversed, modified, vacated or stayed, that 

action will not affect (a) the validity of any obligation, indebtedness or liability incurred hereunder 

by the Debtor to the Lender, prior to the date of receipt by the Lender of written notice of the 

effective date of such action, or (b) the validity and enforceability of any lien or priority authorized 

or created for the benefit of the Lender under this Interim Financing Order or pursuant to the Credit 

Documents. Notwithstanding any such reversal, stay, modification or vacatur, any postpetition 

indebtedness, obligation or liability incurred by the Debtor to the Lender prior to the receipt of 

written notice by the Lender of the effective date of such action, shall be governed in all respects 

by the original provisions of this Interim Financing Order, and the Lender shall be entitled to all 

the rights, remedies, privileges, and benefits granted herein and in the Credit Documents with 

respect to all such indebtedness, obligations or liability.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 12 of 17
13

18. Dismissal. Except as otherwise provided herein, (a) the protections afforded under 

this Interim Financing Order, and any actions taken pursuant thereto, shall survive the entry of an 

order dismissing this Title III Case, and (b) the Liens and the Superpriority Claim shall continue in 

this Title III Case or after any such dismissal. Except as otherwise provided herein, the Liens, and 

the Superpriority Claim shall maintain their priorities as provided in this Interim Financing Order 

and the Credit Documents, and not be modified, altered or impaired in any way by any other 

financing, extension of credit, incurrence of indebtedness, or dismissal of this Tile III Case, or by

any other act or omission until all obligations for amounts borrowed under the Facility are 

indefeasibly paid in full in cash and completely satisfied, and any commitments of the Lender 

under the Credit Documents are terminated in accordance therewith. This Court shall retain 

jurisdiction, notwithstanding any such dismissal, for purposes of enforcing the Liens and the 

Superpriority Claim.

19. Priority of Terms. To the extent of any conflict between or among (a) the express 

terms or provisions of any of the Credit Documents, the Urgent Motion, any other order of this 

Court, or any other agreements, on the one hand, and (b) the terms and provisions of this Interim 

Financing Order, on the other hand, except to the extent such term or provision herein is phrased in 

terms of “as defined in” “as set forth in” or “as more fully described in” the Credit Documents (or 

words of similar import), the terms and provisions of this Interim Financing Order shall govern.

20. Adequate Notice. The notice given by the Debtor of the Hearing was given in 

accordance with Bankruptcy Rules 2002 and 4001 and Local Bankruptcy Rule 4001-2. Such 

notice was good and sufficient under the particular circumstances and no other or further notice of 

the request for the relief granted at the Hearing is required.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 13 of 17
14

21. Immediate Binding Effect; Entry of Interim Financing Order. This Interim 

Financing Order shall not be stayed and shall be valid and fully effective immediately upon entry, 

notwithstanding the possible application of Bankruptcy Rules 6004(h), 7062, and 9014, or 

otherwise, and the Clerk of the Court is hereby directed to enter this Interim Financing Order on 

the Court’s docket in this Title III Case.

22. Retention of Jurisdiction. This Court shall retain exclusive jurisdiction over all 

matters pertaining to the implementation, interpretation, and enforcement of this Interim 

Financing Order.

23. Final Hearing. The Final Hearing shall be held before the Court on _________, 

2018 at ____ in Courtroom __ at the United States Bankruptcy Court, ______________.

24. Service. Service of this Interim Financing Order and notice of the Final Hearing 

shall be made on (a) the Office of the United States Trustee for the District of Puerto Rico; (b) the 

indenture trustees and/or agents, as applicable, for the Debtor’s bonds; (c) any party that has 

requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure; (d) counsel 

to the statutory committee appointed in the Title III Case; (e) the Office of the United States 

Attorney for the District of Puerto Rico; (f) counsel to AAFAF; (g) the Puerto Rico Department of 

Justice; the Puerto Rico Treasury Department; (h) the Other Interested Parties;5and (i) all parties

filing a notice of appearance in this Title III Case.

25. Objection. Any objections to entry of the Final Financing Order shall be filed on or 

before 5:00 p.m., prevailing Eastern Time, on February 1, 2018, and shall be served on: (a) the 

Office of the United States Trustee for the District of Puerto Rico; (b) the indenture trustees and/or 

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 14 of 17
15

agents, as applicable, for the Debtor’s bonds; (c) any party that has requested notice pursuant to 

Rule 2002 of the Federal Rules of Bankruptcy Procedure; (d) counsel to the statutory committee 

appointed in the Title III Case; (e) the Office of the United States Attorney for the District of 

Puerto Rico; (f) counsel to AAFAF; (g) the Puerto Rico Department of Justice; the Puerto Rico 

Treasury Department; (h) the Other Interested Parties;6and (i) all parties filing a notice of 

appearance in this Title III Case. In the event no objections to entry of the Final Financing Order 

are timely received, the Court may enter such Final Financing Order without the need for the Final 

Hearing.

Dated: , 2018

HONORABLE LAURA TAYLOR SWAIN

UNITED STATES BANKRUPTCYDISTRICT 

COURT JUDGE

 

5

The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and trustees of the bonds 

issued or guaranteed by the Debtor and (ii) counsel to certain ad hoc groups of holders of bonds issued or 

guaranteed by the Debtor.

6

The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and trustees of the bonds 

issued or guaranteed by the Debtor and (ii) counsel to certain ad hoc groups of holders of bonds issued or 

guaranteed by the Debtor.

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 15 of 17
Document comparison by Workshare Compare on Friday, February 02, 2018 

11:51:46 AM

Input:

Document 1 ID

file://\\na.proskauer.com\firm\Home\NY3\2590\My 

Documents\33260.022 - PREPA\PREPA - DIP 

Objections\Revised DIP Order.docx

Description Revised DIP Order

Document 2 ID

\\na.proskauer.com\firm\Home\NY3\2590\My 

Documents\33260.022 - PREPA\PREPA - DIP 

Objections\Scope\Reply 2.2.18 11AM\Ex A. Revised DIP 

Order.docx

Description

\\na.proskauer.com\firm\Home\NY3\2590\My 

Documents\33260.022 - PREPA\PREPA - DIP 

Objections\Scope\Reply 2.2.18 11AM\Ex A. Revised DIP 

Order.docx

Rendering set Standard

Legend:

Insertion 

Deletion 

Moved from 

Moved to 

Style change 

Format change 

Moved deletion 

Inserted cell

Deleted cell

Moved cell

Split/Merged cell

Padding cell

Statistics:

Count

Insertions 3

Deletions 9

Moved from 0

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 16 of 17
Moved to 0

Style change 0

Format changed 0

Total changes 12

Case:17-03283-LTS Doc#:2367-2 Filed:02/02/18 Entered:02/02/18 13:22:07 Desc:

Exhibit B Page 17 of 17